Common use of Closing Statement Clause in Contracts

Closing Statement. (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

Closing Statement. On or before ten (a10) At least five (5) business days prior to the Closing Date, the Company Sellers shall submit to Buyer a written statement of estimated Current Assets prepare and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement deliver to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item using and based upon the best information reasonably available to Sellers, a closing statement estimating the initial Adjusted Purchase Price to be paid at Closing, after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 10.02 and any other agreed upon amounts for Title Defects, setting forth each adjustment to the Estimated Unadjusted Purchase Price it anticipates to be appropriate as of the Closing Date necessary to determine the Adjusted Purchase Price (as of the Closing Date) and providing supporting documentation showing the calculation of such adjustments in accordance with Section 10.02 (the “Preliminary Settlement Statement”). Buyer will have five (5) days after receipt of the Preliminary Settlement Statement or to review such statement and to provide written notice to Sellers of Buyer’s objection to any item on the statement. Buyer’s notice will clearly identify the item(s) objected to and the reasons and support for the objection(s). The Parties shall attempt to agree on the amount of the Adjusted Purchase Price to be paid at the Closing no later than three (3) days prior to Closing. If the Parties do not agree by that date, Sellers’ good faith estimate shall be used to determine the Estimated Net Working Capital Amount, then Buyer and adjustments to the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this AgreementUnadjusted Purchase Price. If Buyer does not provide written objection(s) within the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amountfive (5) day period, the Parties will treat the Preliminary Settlement Statement as correct for purposes of determining the adjustments to the Unadjusted Purchase Price at Closing. The amount of the Closing Payment to be paid by Buyer pursuant to Sellers at the Closing in accordance with this Section 4.1(b)(i) 10.03 shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the “Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountPayment”.

Closing Statement. No later than thirty (a30) At least five (5) business days prior to the anticipated Closing Date, the Sellers shall have prepared and delivered to Purchaser, in each case certified an authorized representative of each Seller, (i) an estimated unaudited balance sheet of the CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day close of business as of the month immediately preceding the anticipated Closing Date (without giving effect to the "Estimated transactions contemplated hereby, but reflecting any cash that Sellers intend to cause the Company to distribute to Sellers at or immediately prior to closing), which estimated unaudited balance sheet will have been prepared in accordance with GAAP, except for year-end adjustments and the absence of footnotes, and substantially in the form of Exhibit 3.02(a)(2) and (ii) a closing statement, substantially in the form of Exhibit 3.02(a)(1) attached hereto (the “Closing Statement") containing ”), setting forth the Company's Sellers’ good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company as of the anticipated Closing Date (the “Estimated Closing Net Working Capital”), based on the estimated unaudited balance sheet described in clause (i) above, and the opportunity estimated adjustment to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital AmountClosing Purchase Price pursuant to Section 3.02(b). If Buyer shall disagreePurchaser, in good faith, with disputes any item set forth in portion of the Estimated Closing Statement or used Net Working Capital, then Purchaser shall notify the Sellers in writing no later than ten (10) days prior to determine the Closing Date, and the Sellers and Purchaser shall negotiate in good faith in an effort to resolve such disputed portion of the Estimated Closing Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal prior to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountClosing.

Closing Statement. Promptly, but in any event within thirty (a30) At least five days after the Closing, Buyer shall furnish to Seller a written statement (5the “Closing Statement”) business days prior to setting forth as of the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as Assumed Liabilities, the Net Amount of the last day Working Capital Assets, the Service Contracts Adjustment Amount, the Closing Cash Payment and the Purchase Price. The Closing Statement shall include the amount of each of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate components of the Net Amount of the Working Capital Amount (Assets. Unless, within the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, fifteen day period following Seller’s receipt of the Closing Statement, Seller delivers written notice to Buyer (the “Dispute Notice”) setting forth (in detail sufficient for Buyer to understand the nature of and basis for Seller’s dispute) any and all items of disagreement related to the Closing Statement, including the amount thereof (each, an “Item of Dispute”), the Closing Statement shall be conclusive and binding upon each case in accordance with Section 4.6(b)of the Parties; provided, however, that for purposes the only basis on which Seller shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with the terms of this Agreement or the Closing Statement contains a mathematical or clerical error or errors. After the delivery of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, Buyer shall be added as a credit cooperate with Seller in connection with its review of the Closing Statement, including providing Seller and its accountants reasonable access during business hours to materials used in the estimated Net Working Capital Amount set forth on preparation of the Estimated Closing Statement. Commencing with If, for whatever reason, Buyer does not furnish the Company's delivery of Closing Statement within thirty (30) days after the Closing, the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books be conclusive and records and personnel binding upon each of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountParties.

Closing Statement. (ai) At least five (5) business days prior to As soon as practicable after the Closing Date, but no later than the Company ninetieth (90th) day after the Closing Date, Buyer shall submit prepare, or cause to Buyer be prepared, at the Company’s cost, and deliver to Seller a written statement of estimated Current Assets and Current Liabilities as (the “Closing Statement”) setting forth Buyer’s good faith calculation of the last day Purchase Price and each of the month immediately preceding the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which Statement shall reflect the items required to be set forth in, and be prepared in a manner consistent accordance with the preparation ofterms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement, in each case Statement in accordance with this Section 4.6(b1.4(d); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to all the books properties, books, Contracts and records and personnel of the Company and such Representatives of the opportunity Company (including the Company’s accountants) relevant to consult the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company for purposes and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of confirming attorney-client privilege or disputing the Estimated Net Working Capital Amountother legal privilege. If Buyer shall disagree, in good faith, with Seller objects that any item of the Purchase Price Elements or the Purchase Price as set forth in the Estimated Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or used to determine the Estimated Net Working Capital Amountother terms of this Agreement, then Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the Company shall work, in good faith, to reach agreement on such disputed items calculations of Purchase price and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) Purchase Price Elements therein shall be reduced by an amount equal to final, conclusive and binding on the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amountparties.

Closing Statement. Seller shall prepare and submit to Buyer for Buyer’s review, at least seven (a7) At least five (5) business days Business Days prior to the Closing Date, a draft proration statement setting forth the Company prorations and adjustments contemplated by this Agreement. Once Seller and Buyer have agreed on such proration statement, and in any event (even if there is any Proration Disputed Amount (as hereinafter defined) that has not been resolved between the parties) at least five (5) Business Days prior to the Closing Date, Seller and Buyer shall submit the same to Buyer a written statement the Escrow Agent. Escrow Agent shall prepare (with the assistance of estimated Current Assets Seller and Current Liabilities as Buyer) and, no later than three (3) Business Days prior to the Closing Date, deliver to each of the last day parties for their review and approval a preliminary closing statement (the “Preliminary Closing Statement”) setting forth: (a) the proration amounts allocable to each of the month immediately preceding parties pursuant to Section 4.5; and (b) the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate Costs allocable to each of the Net Working Capital Amount (parties pursuant to Section 4.7. Based on each of the "Estimated Net Working Capital Amount")party’s comments, which shall reflect if any, regarding the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Preliminary Closing Statement, in Escrow Agent shall revise the Preliminary Closing Statement and deliver a final version of a closing statement, signed by Buyer and Seller, to each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding at the Closing Date and (y) accrued as current liabilities on the Estimated “Closing Statement, shall be added as a credit to ”). In the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with event that any item amount set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, is disputed in good faithfaith by either of the parties (the “Proration Disputed Amount”), to reach agreement on and such disputed items and Proration Disputed Amount is not resolved before the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoingClosing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) such dispute shall not foreclosedelay or prevent the Closing, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by and an amount equal to such Proration Disputed Amount shall be held back from the difference between payment of the Estimated Net Working Capital Amount Purchase Price at the Closing, and the Target Net Working Capital Amount. If parties shall reasonably cooperate to make the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of appropriate adjustments after the Closing Payment to as soon as reasonably practicable with respect thereto. Any corrected adjustment or proration shall be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal in cash to the difference between party entitled thereto. The provisions of this Section 4.6 shall survive the Estimated Net Working Capital Amount and the Target Net Working Capital AmountClosing.

Closing Statement. As soon as possible, but in any event on or before the thirtieth (a30th) At least five day after Closing, Purchaser shall prepare and deliver to Sellers a statement (5and supporting schedules) business days prior to (collectively the “Closing Statement”) setting forth, in detail, calculation of the Net Assets as of the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect be certified by the items required to be set forth in, and be Chief Financial Officer of Purchaser as being prepared in a manner consistent accordance with the GAAP. For purposes of preparation of, of the Closing Statement, all calculations shall be made with precision, and lack of materiality shall not be a defense to the requirement of precise and proper determinations. Sellers and their auditors or other representatives shall be provided an opportunity to review the procedures performed in each case in accordance connection with Section 4.6(b); provided, however, that for purposes preparation of the Estimated Net Working Capital Amount, the parties hereto agree that 50% Closing Statement. Immediately following delivery of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, Purchaser shall be added as a credit make available, and shall cause its auditors to make available, all records, work papers and employees at Purchaser’s expense reasonably requested by Sellers in connection with their review of the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated The Closing Statement to Buyershall be deemed final, Buyer shall have reasonable access to binding and conclusive upon the books and records and personnel Sellers unless Sellers object by providing Purchaser written notice of the Company and the opportunity to consult with the Company for purposes dispute (a “Dispute Notice”) within thirty (30) days of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount receipt of the Closing Payment Statement. The Dispute Notice shall specifically state Sellers’ objections and contain all supporting details for Sellers’ position. If a Dispute Notice is given, Purchaser and Sellers shall promptly meet in good faith to attempt to resolve any issues. If Purchaser and Sellers agree on an amendment to the Closing Statement, then the parties shall execute a memorandum memorializing such understanding and the Closing Statement, as adjusted shall be the final Closing Statement. If Purchaser and Sellers are unable to agree to an amendment of the Closing Statement within thirty (30) days of the Dispute Notice, the unresolved issues shall be submitted to a mutually acceptable independent accounting firm which has no material existing relationship to Purchaser or Sellers. The selection of such independent accounting firm shall not be unreasonably withheld or delayed by either Purchaser or Sellers. Each of Purchaser and Sellers shall submit their position to the independent accounting firm with all necessary supporting details and schedules. The independent accounting firm shall select either the Purchaser’s position or the Sellers’ position within thirty (30) after the independent accounting firm receives the first written position of one of the Parties. The Closing Statement shall be amended to reflect whichever position is selected by the independent accounting firm which shall be final, binding and conclusive on the Parties. The fees and expenses of the independent auditor shall be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amountlosing Party.

Closing Statement. (a) At least No fewer than five (5) business days Business Days prior to the Closing Date, the Company shall submit deliver to Buyer Acquiror a written statement of estimated Current Assets and Current Liabilities as (the “Closing Date Capitalization Statement”), signed by the Chief Executive Officer of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect sets forth the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in (i) (1) name of each case in accordance with Section 4.6(b); provided, however, that for purposes Company Stockholder of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities record on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company, (2) number and type of shares of Company Common Shares (after giving effect to the Note Conversion and Preferred Conversion) owned by each such Company Stockholder, and (3) the allocation of the Closing Merger Consideration payable to each Company Stockholder; (ii) on a holder-by-holder and warrant-by-warrant basis, each Assumed Warrant that will be outstanding as of the Closing, and, with respect to such Assumed Warrant, the number of shares of Acquiror Common Stock issuable upon exercise of such Assumed Warrant and the opportunity exercise price of such Assumed Warrant; (iii) on a holder-by-holder and award-by-award basis, each Assumed Option that will be outstanding as of the Closing, and, with respect to consult such Assumed Option, the number of shares of Acquiror Common Stock issuable upon exercise of such Assumed Option and the exercise price of such Assumed Option; and (iv) on a holder-by-holder and award-by-award basis, each Acquiror Restricted Stock Unit Award that will be outstanding as of the Closing, and, with respect to such Acquiror Restricted Stock Unit Award, the number of shares of Acquiror Common Stock issuable upon settlement of such Acquiror Restricted Stock Unit Award. The Company shall consider in good faith Acquiror’s comments to the Closing Date Capitalization Statement, which comments Acquiror shall deliver to the Company for purposes of confirming or disputing no fewer than two (2) Business Days prior to the Estimated Net Working Capital Amount. If Buyer shall disagreeClosing Date, and revise the Closing Date Capitalization Statement to incorporate any changes the Company, acting in good faith, determines are appropriate. In connection with any item set forth in preparation and delivery of the Estimated Closing Statement or used to determine the Estimated Net Working Capital AmountDate Capitalization Statement, then Buyer and the Company shall workprovide all reasonable supporting detail to evidence the Company’s calculations, in good faith, explanations and assumptions and any additional documentation or information as may reasonably be requested by Acquiror. The Company shall deliver to reach agreement on such disputed items the Paying Agent and Acquiror the Closing Date Capitalization Statement as finalized pursuant to this Section 4.02(a) at least one Business Day prior to the Closing Date. Acquiror and the amounts as agreed Paying Agent shall be entitled to by Buyer rely absolutely, and the shall have no liability to any Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (Stockholder or any item set forth in the Estimated Closing Statement other Person for relying on or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of paying the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital AmountMerger Consideration in accordance with, the amount of the such Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountDate Capitalization Statement.

Closing Statement. (a) At least Not later than five (5) business days Business Days prior to the Closing Date, the Company shall submit deliver to Buyer Purchaser a written statement certified by the Chief Executive Officer and the Chief Financial Officer of the Company (the “Estimated Closing Statement”) setting forth (a) an estimated Current Assets and Current Liabilities consolidated balance sheet of the Company Group as of the last day Reference Time, prepared in good faith and in accordance with the GAAP, and (b) a good faith calculation of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith ’s estimate of the Closing Net Working Capital Amount (Debt as of the "Estimated Net Working Capital Amount")Reference Time and along with reasonably detailed calculations, which Estimated Closing Statement shall reflect be subject to the items required review and approval by Purchaser. Promptly after delivering the Estimated Closing Statement to be set forth in, and be prepared in a manner consistent with the preparation ofPurchaser, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes Chief Executive Officer and Chief Financial Officer of the Company will meet with Purchaser to review and discuss the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or Closing Statement and the Company from March 1, 2011 through will consider in good faith Purchaser’s comments to the last day of the month immediately preceding the Estimated Closing Date Statement and (y) accrued as current liabilities on make applicable adjustments to the Estimated Closing Statement, subject to review and approval by Purchaser and the Company prior to the Closing. The adjusted Closing Statement (“Final Closing Statement”) shall thereafter be deemed the final Closing Statement for all purposes of this Agreement. The Final Closing Statement and the determinations contained therein shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing prepared in accordance with the Company's delivery U.S. GAAP and otherwise in accordance with this Agreement. The Final Closing Statement will also include (i) with respect to any Closing Net Debt, the amount owed to each creditor of any of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel members of the Company Group and, the payoff amount to be satisfied at the Closing, payment instructions, together with payoff and lien release letters from each Company Group creditors in form and substance reasonably acceptable to Purchaser, and (ii) expenses related to the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer Merger and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to other transaction contemplated by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment owed to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount each payee thereof and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.payment instructions

Closing Statement. No later than three (a3) At least five (5) business days Business Days prior to Closing, Seller shall prepare a first draft proration worksheet setting forth its determination of the Prorations, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such Proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize the Prorations as set forth in Sections 11.2 and 11.3 or any other provisions of this Agreement. Based upon such examinations, audits and inventories, the Parties jointly shall prepare prior to Closing a closing statement (the “Closing Statement”), which shall set forth their best estimate of the amounts of the Prorations. Once the Closing Statement shall be approved and executed by Seller and Purchaser, it shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Closing Statement, provided that, if, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Company Closing Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall submit to Buyer a written statement of estimated Current Assets be adjusted and Current Liabilities prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the last day preparation of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, and the Party in each case in accordance with Section 4.6(b); providedwhose favor such original error or omission was made shall refund such difference to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company Purchaser shall give Seller access to Purchaser’s books and records from March 1, 2011 through the last day of the month immediately preceding and after the Closing Date and (y) accrued as current liabilities on for the Estimated Closing Statement, purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall be added as a credit to survive the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountClosing.

Closing Statement. (a) At least five two (52) Business Days before Closing (the "Estimate Statement Delivery Date"), Seller shall cause to be prepared and delivered to Parent an estimated balance sheet of Seller as of the end of business days on the Closing Date and prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as consummation of the last day of the month immediately preceding the Closing Date transactions contemplated hereby (the "Estimated Closing Balance Sheet") and a statement (the "Estimate Statement") containing the Companysetting forth Seller's good faith estimate of the Net Working Capital Amount (as defined below) derived from the Estimated Closing Balance Sheet ("Estimated Net Initial Closing Working Capital AmountCapital"), which shall reflect ) and the items required corresponding Adjusted Closing Cash Payment to be set forth inpaid at Closing, if any. Seller shall provide Parent with copies of or reasonable access to such books and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that records as are reasonably necessary for purposes of verifying the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item amounts set forth in the Estimated Closing Statement Balance Sheet and the Estimate Statement. "Net Working Capital" means, at the time of determination, the current assets of the Business (less Excluded Assets included in such current assets), reduced by the current liabilities of the Business (which shall include all Indebtedness, whether current or used long-term, and any Liabilities related to determine employees such as projected workers' compensation claims and, to the Estimated extent not paid before Closing, all amounts owed by Seller under the Unit Appreciation Agreement to the beneficiaries of the Unit Appreciation Agreement and all amounts owed under Seller's Long-Term Incentive Plan, but shall exclude the Payoff Indebtedness Amount and Excluded Liabilities included in such current liabilities), in each case as determined in accordance with GAAP, and the accounting principles set forth on Company Disclosure Schedule 3.4 (the "Agreed Principles"). An example, for illustrative purposes only, of the calculation of Net Working Capital Amountas of October 1, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item 2005 is set forth in on Company Disclosure Schedule 3.4. Seller shall use the latest available information as of the Estimate Statement Delivery Date to prepare the Estimated Closing Statement or used Balance Sheet and to determine calculate the Estimated Net Initial Closing Working Capital Amount) and the Adjusted Closing Cash Payment. The preparation of the Estimate Statement shall not foreclose, prevent, limit or preclude any rights or remedy be for the purpose of Buyer set forth in this Agreementdetermining the difference between Initial Closing Working Capital and Target Working Capital. If the Estimated Net Initial Closing Working Capital Amount is less than exceeds $250,000 ("Target Working Capital"), the Target Net Working Capital Amount, Closing Cash Payment shall be increased by the amount of such excess (such increase, a "Positive Adjustment") and, if Target Working Capital exceeds Initial Closing Working Capital, the Closing Cash Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of such excess (such reduction, a "Negative Adjustment"). "Adjusted Closing Cash Payment" means the Closing Cash Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to plus any Positive Adjustment or the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountClosing Cash Payment minus any Negative Adjustment, as applicable.

Closing Statement. (a) At least five (5) business As promptly as practicable but in no event later than 30 days prior to after the Closing Date, Seller will close its books and records relating to the Company shall submit Purchased Assets and Assumed Liabilities in order to permit Buyer to prepare the Closing Statement. As promptly as practicable thereafter but no later than 60 days after the closing of such books and records, Buyer will cause to be prepared and delivered to Seller a written closing statement of estimated Current Purchased Assets and Current Assumed Liabilities (the "CLOSING STATEMENT") together with a report of Buyer's independent accountant thereon, and a certificate based on such Closing Statement setting forth Buyer's calculation of Closing Net Worth. The Closing Statement shall (x) fairly present the Purchased Assets and Assumed Liabilities as at the close of business on the Closing Date in accordance with U.S. generally accepted accounting principles applied on a basis consistent with those used in the preparation of the audited balance sheet of Seller included in Seller's Supplemental Consolidated Financial Statements included in Seller's report on Form 8-K/A dated March 3, 1999 (the "SELLER 8-K"), (y) be prepared in accordance with accounting policies and practices consistent with those used in the preparation of such financial statements and (z) include line items substantially consistent with those in the statement of Purchased Assets and Assumed Liabilities as of the last day of the month immediately preceding the Closing Date November 27, 1999 referred to in Section 3.06 (the "Estimated BALANCE SHEET"). "CLOSING NET WORTH" means the excess of the book value of the Purchased Assets over the book value of the Assumed Liabilities as reflected on the Closing Statement". The Closing Statement shall exclude: (i) containing all assets that in accordance with generally accepted accounting principles would be classified as intangible assets, including, without limitation, goodwill, patents, trademarks, deferred expenses and unamortized debt discount; (ii) all liabilities for which Buyer is indemnified pursuant to this Agreement and the Company's good faith estimate receivable arising from such indemnification obligation; and (iii) the effect (including the Tax effect) of any act, event or transaction occurring after the Closing (but prior to the close of business on the Closing Date) and not in the ordinary course of business of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, Business. For purposes of the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended any accounts payable due to, or any accounts receivable due from, Buyer or its affiliates will be determined by Parent agreement between Buyer and Seller, or absent such agreement, through arbitration. In auditing the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not forecloseindependent accountant will follow generally accepted auditing standards and such other procedures as are customary including, preventas appropriate, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount conducting a physical inventory and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount verifying third party receivables and the Target Net Working Capital Amountpayables.

Closing Statement. (a) At least five (5) business Within 120 days prior to after the Closing Date, the Company shall submit Seller will prepare and deliver to Buyer a written statement of estimated Current Assets and Current Liabilities statement, as of immediately prior to the last day Effective Time, of current assets and current liabilities of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate Acquired Companies of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount type set forth on the Estimated June 30 Balance Sheet, except as provided in Section 3.2(b) (the “Closing Statement”). The date on which the Closing Statement is delivered to Buyer is referred to herein as the “Delivery Date”. Seller will retain Deloitte & Touche LLP (“D&T”) to audit the Closing Statement and to render their draft report thereon stating that the Closing Statement has been prepared in accordance with the terms of Section 3.2(b). Such draft report of D&T will be delivered to Buyer together with the Closing Statement. Commencing Buyer will cause its employees and the employees of its Affiliates (including the Acquired Companies) to assist Seller and its Representatives in the preparation of the Closing Statement and to assist D&T in connection with their audit of the Closing Statement and their issuance of a draft report thereon; provided that such assistance will not unreasonably interfere with the Companynormal work duties of such employees. Buyer will cause Seller, Seller's delivery Representatives and D&T to be provided with access at all reasonable times, following reasonable notice, to the personnel, properties, books and records of Buyer and its Affiliates (including the Acquired Companies) for such purposes; provided that such access shall not unreasonably interfere with the normal work duties of any such personnel. Without limiting the generality of the Estimated foregoing, Buyer will cause such employees of Buyer and its Affiliates (including the Acquired Companies) as Seller or D&T shall reasonably request to execute and deliver customary representation letters in favor of D&T in connection with their audit of the Closing Statement to Buyerand their issuance of a draft report thereon. In addition, Buyer shall have reasonable access execute and deliver, and shall cause each of its Affiliates (including the Acquired Companies) to execute and deliver, such documentation as D&T may reasonably request to evidence the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to waiver by Buyer and its Affiliates (including the Company shall constitute Acquired Companies) of any claim against D&T based on D&T's draft report on the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer rendered pursuant to this Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount3.2.

Closing Statement. Sellers and Purchaser have agreed upon a preliminary closing statement for each Individual Property (acollectively the “Preliminary Closing Statement”) At least five (5) business days showing the net amount due either to Sellers or to Purchaser as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the Purchase Price to be paid to Sellers at the Closing as applicable. In addition, at Closing Purchaser shall purchase from Sellers the accounts receivable payable to the Owner Entities that represent amounts owed for the period of Sellers’ ownership of the Equity Interests prior to the Closing Date, and Sellers shall assign such accounts receivable to Purchaser at the Company Closing. For example, if an account receivable from a tenant represents rent owed to the Owner Entities for the month of September, 2012, Purchaser shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as acquire only that portion of the last day account receivable representing the rent that is owed by the tenant for the portion of September during which Sellers own the Equity Interests, and the balance of the month immediately preceding account receivable from such tenant shall belong to Purchaser by virtue of its acquisition of the Equity Interests. On or before the date which is ninety (90) days following the Closing Date Date, Sellers and Purchaser will jointly prepare a final closing statement for each Individual Property reasonably satisfactory to Sellers and Purchaser in form and substance (collectively, the "Estimated “Final Closing Statement"”) containing setting forth the Company's good faith estimate final determination of the Net Working Capital Amount adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the "Estimated Net Working Capital Amount"manner in which such items shall be determined and paid). The net amount due Sellers or Purchaser, which shall reflect if any, by reason of adjustments to the items required to be set forth in, and be prepared Preliminary Closing Statement as shown in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Final Closing Statement, shall be added as a credit to paid in cash by the estimated Net Working Capital Amount set forth on party obligated therefor within five (5) Business Days following that party’s receipt of the Estimated approved Final Closing Statement. Commencing with The adjustments, prorations and determinations agreed to by Sellers and Purchaser in the Company's delivery of the Estimated Final Closing Statement shall be conclusive and binding on the parties hereto except for any items which are not capable of being determined at the time the Final Closing Statement is agreed to Buyerby Sellers and Purchaser, Buyer which items shall have reasonable access to be determined and paid in the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item manner set forth in the Estimated Final Closing Statement or used and except for other amounts payable hereunder pursuant to determine provisions which survive the Estimated Net Working Capital AmountClosing. Prior to and following the Closing Date, then Buyer each party shall provide the other with such information as the other shall reasonably request subject to any applicable confidentiality restrictions in order to make the preliminary and final adjustments and prorations provided for herein. If Sellers and Purchaser fail to agree upon a Final Closing Statement, the Company shall work, in good faith, to reach agreement on such disputed items shall be resolved by a mutually acceptable nationally recognized independent accounting firm (the “Accounting Firm”), whose determination shall be final and binding upon the amounts as agreed parties. The Accounting Firm shall resolve the dispute within thirty (30) days after the disputed items have been submitted to by Buyer it. The costs, fees and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount expenses of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) Accounting Firm shall be reduced borne equally by an amount equal to the difference between the Estimated Net Working Capital Amount Sellers and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountPurchaser.

Closing Statement. Within ninety (a90) At least five (5) business days prior to after the Closing Date, the Buyer shall, in accordance with the Accounting Principles, prepare and deliver to the Sellers’ Representative a calculation of the actual (not estimated) Net Working Capital, the Cash, the Company shall submit to Buyer a written statement Expenses and the Indebtedness of estimated Current Assets and Current Liabilities the Companies, in each case as of the last day Effective Time (the calculations of such amounts shall not include: (i) the effects of the month immediately preceding contemplated change of control or ownership to occur at the Closing; (ii) any changes in assets or liabilities as a result of 25041432.12 any purchase accounting, fair value accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; or (iii) the effects of any post-Closing reorganizations or the post-Closing obligations and intentions of the Buyer), together with reasonably detailed supporting documentation (the “Draft Closing Statement”). Upon reasonable advance notice, the Sellers’ Representative shall have full access to all information (including books and records of the Companies and working paper used for the preparation of the Draft Closing Statement) during normal business hours. The Sellers’ Representative shall deliver a certificate setting forth their acceptance of, or objections to, the Draft Closing Statement within sixty (60) days of receipt of such Draft Closing Statement. If there are no objections, the Draft Closing Statement shall be deemed accepted by the Sellers. In the event that the Sellers’ Representative object to the Draft Closing Statement, the Buyer and the Sellers’ Representative shall attempt in good faith to promptly resolve any such objections, and in the event that the Buyer and the Sellers’ Representative are unable to resolve such objections within thirty (30) days after the Buyer’s receipt of the Sellers’ Representative’s written objections to the Draft Closing Statement, such dispute shall be governed by Section 2.4(c), below. The Draft Closing Statement, upon its acceptance by the Sellers’ Representative or as agreed between the Buyer and the Sellers’ Representative, or as determined after any disputes have been resolved in accordance with Section 2.4(b), below, shall be referred to as the “Closing Statement,” and such statement shall include the Net Working Capital, Cash, the Company Expenses and the Indebtedness of the Companies, in each case as of the Closing Date (the "Estimated “Closing Statement") containing the Company's good faith estimate of the Date Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Capital,” “Closing Date Cash,” “Closing Date Company Expenses,” and (y) accrued as current liabilities on the Estimated “Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountDate Indebtedness,” respectively).

Closing Statement. On the date hereof, Seller shall deliver to Buyer (ai) At least five a closing balance sheet for the Company, prepared in accordance with generally accepted accounting principles (5"GAAP") business and (ii) a detailed schedule of all Assets and Assumed Liabilities (the "Draft Closing Statement"). Three days prior to the Closing Date, Seller shall deliver to Buyer (i) a closing balance sheet for the Company Company, prepared in accordance with generally accepted accounting principles ("GAAP") and (ii) a detailed schedule of all Assets and Assumed Liabilities (the "Updated Draft Closing Statement"). Within thirty (30) days after the Closing Date, Seller shall submit deliver to Buyer a written statement Final Closing Statement. Upon receipt of estimated Current Assets the Final Closing Statement, Buyer and Current Liabilities Buyer's independent accountants shall be permitted during the ten (10) business day period to examine, at Buyer's expense, the books and records of Seller associated with the Company and any work papers prepared by Seller or Seller's accountants in the preparation of the Final Closing Statement. As promptly as of possible and in no event later than the last day of such ten (10) business day period, Buyer shall either inform Seller in writing that the month immediately preceding Final Closing Statement is acceptable or object to the Final Closing Date Statement by delivering to Seller a written statement setting forth a specific description of Buyer's objections to the Final Closing Statement (the "Estimated Closing Statement") containing the Company's good faith estimate Statement of the Net Working Capital Amount (the "Estimated Net Working Capital AmountObjections"). If the Objection is based on an amount less than $5,000, which then the Final Closing Statement shall reflect be deemed accepted without adjustment. In the items required event that a Statement of Objections is made, Buyer may, at its option, elect not to be set forth in, and be prepared in a manner consistent proceed with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b)Closing; provided, howeverthat Seller may follow the procedure set forth in the next subsequent paragraph to determine whether such Statement of Objections was appropriate. In the event Buyer objects to the Final Closing Statement as provided above, that for purposes Seller and Buyer shall attempt to resolve any such objections within ten (10) business days of Seller's receipt of Buyer's Statement of Objections. If Seller and Buyer are unable to resolve the matter within such ten (10) business-day period, they shall jointly select and engage a firm of U.S. independent certified public accountants to determine whether the bases of the Estimated Net Working Capital Amount, objections set forth in the parties hereto agree that 50% Statement of Objections were appropriate and to make any adjustments to the amount Final Closing Statement necessitated thereby. The fees of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, such third firm shall be added as a credit divided equally between Seller and Buyer. Seller and Buyer and their respective accountants shall each make readily available to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the such firm all relevant books and records and personnel work papers prepared by them relating to the Final Closing Statement requested by such firm to resolve the disputes. Such firm's resolution of the Company dispute and its adjustments to the opportunity to consult with Final Closing Statement shall be conclusive and binding upon the Company for purposes of confirming or disputing the Estimated Net Working Capital Amountparties and shall be delivered within thirty (30) business days after it is selected. If Buyer shall disagree, the resolution of the dispute results in good faith, with any item a decrease of the Assets or an increase in the Assumed Liabilities as set forth in the Estimated Final Closing Statement or used to determine the Estimated Net Working Capital AmountStatement, then Buyer and may, at its option, offset all such amounts against the Company shall work, in good faith, amount payable to reach agreement on such disputed items and Seller (i) under the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in Note payable under this Agreement. If , and (ii) under the Estimated Net Working Capital Amount is less than Note payable under the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountLicense Agreement.

Closing Statement. (a) At least Not later than five (5) business days Business Days prior to the anticipated Closing Date, the Company Seller shall submit prepare and deliver to Buyer a written statement of estimated Current Assets and Current Liabilities as (the “Closing Statement”) showing Seller’s good faith computation of the last day of the month immediately preceding the Closing Date Adjusted Purchase Price described in Sections 3.2 and 3.3. Seller shall provide to Buyer reasonable supporting data and information (the "Estimated Closing Statement") containing the Company's including actual figures and Seller’s good faith estimate of where actual figures are not available) supporting the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, amounts reflected on the Closing Statement, together with the designation of Seller’s or any Seller’s Designees’, as applicable, account(s) for the wire transfers of funds as required by Section 10.4(b) and the distribution of shares of LPI Common Stock as required by Section 10.4(c). Within three (3) Business Days of receipt of the Closing Statement, Buyer will deliver to Seller a written report containing all changes, with the explanation therefor, that Buyer proposes to be made to the Closing Statement. The Parties will use their good faith efforts to agree upon the Closing Statement and Adjusted Purchase Price on or prior to Closing. The Cash Purchase Price portion of the Adjusted Purchase Price set forth in each case the Closing Statement, as agreed upon by the Parties, less the Performance Deposit shall constitute the Dollar amount of consideration to be paid at Closing by Buyer to Seller in accordance with Section 4.6(b)cash (the “Closing Payment”) and the Stock Purchase Price portion of the Adjusted Purchase Price, as applicable, shall be paid to Seller at the Closing; provided, however, that for purposes of if the Estimated Net Working Capital Amount, the parties hereto Parties do not agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent upon one or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item more particular adjustments set forth in the Estimated Closing Statement or Statement, then the amount of such individual, disputed adjustment(s) to be used to determine calculate the Estimated Net Working Capital Amount, then Buyer and the Company Purchase Price at Closing shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item be that amount set forth in the Estimated draft Closing Statement delivered by Seller to Buyer pursuant to this Section 3.6 with respect to such adjustment (with any disputed amounts thereafter being resolved by the Revised Closing Statement in accordance with Section 3.8 or, to the extent of disputes related to Title Defects or used Environmental Defects, as provided in Article 8 or Article 9, as applicable). For the avoidance of doubt, the entire Performance Deposit shall be netted against the Cash Purchase Price in the Closing Statement to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to in accordance with this Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount3.6.

Closing Statement. (a) At least five (5) business Within 120 days prior to after the Closing Date, the Company shall submit Seller will prepare and deliver to Buyer a written statement of estimated Current Assets and Current Liabilities statement, as of immediately prior to the last day Effective Time, of current assets and current liabilities of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate Acquired Companies of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount type set forth on the Estimated June 30 Balance Sheet, except as provided in Section 3.2(b) (the “Closing Statement”). The date on which the Closing Statement is delivered to Buyer is referred to herein as the “Delivery Date”. Seller will retain Deloitte & Touche LLP (“D&T”) to audit the Closing Statement and to render their draft report thereon stating that the Closing Statement has been prepared in accordance with the terms of Section 3.2(b). Such draft report of D&T will be delivered to Buyer together with the Closing Statement. Commencing Buyer will cause its employees and the employees of its Affiliates (including the Acquired Companies) to assist Seller and its Representatives in the preparation of the Closing Statement and to assist D&T in connection with their audit of the Closing Statement and their issuance of a draft report thereon; provided that such assistance will not unreasonably interfere with the Company's delivery normal work duties of such employees. Buyer will cause Seller, Seller’s Representatives and D&T to be provided with access at all reasonable times, following reasonable notice, to the personnel, properties, books and records of Buyer and its Affiliates (including the Acquired Companies) for such purposes; provided that such access shall not unreasonably interfere with the normal work duties of any such personnel. Without limiting the generality of the Estimated foregoing, Buyer will cause such employees of Buyer and its Affiliates (including the Acquired Companies) as Seller or D&T shall reasonably request to execute and deliver customary representation letters in favor of D&T in connection with their audit of the Closing Statement to Buyerand their issuance of a draft report thereon. In addition, Buyer shall have reasonable access execute and deliver, and shall cause each of its Affiliates (including the Acquired Companies) to execute and deliver, such documentation as D&T may reasonably request to evidence the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to waiver by Buyer and its Affiliates (including the Company Acquired Companies) of any claim against D&T based on D&T’s draft report on the Closing Statement rendered pursuant to this Section 3.2. (b) The Closing Statement shall constitute reflect, as of immediately prior to the Estimated Net Working Capital Amount. Notwithstanding Effective Time, all current assets and current liabilities of the foregoing, Buyer's agreement with Acquired Companies of the Estimated Net Working Capital Amount (or any item type set forth on the June 30 Balance Sheet (except as provided in this Section 3.2(b) below), and will be prepared utilizing the same accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies and accounting standards as were utilized in the Estimated preparation of the June 30 Balance Sheet as they relate to the current assets 3 and current liabilities to be included in the Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose(including asset and liability valuations, preventcut-off procedures, limit or preclude any rights or remedy of Buyer revenue recognition, accounting for long-term contracts and materiality standards), including those set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amounton Schedule 3.2(b), the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.provided that:

Closing Statement. Prudential shall cause its accounting staff ----------------- ("PRUDENTIAL'S ACCOUNTANTS") to make such inventories, examinations and audits -------------------------- of the Property, and of the books and records of the pertaining to the Property, as Prudential's Accountants may deem necessary to make the adjustments and prorations required under this Article 5, or under any other provisions of this Agreement. All such adjustments and prorations shall be made in accordance with the provisions of this Agreement and otherwise in accordance with generally accepted accounting practices. REIT OP or its designated representatives may be present at such inventories, examinations and audits. Based upon the results thereof, Prudential's Accountants will prepare and deliver to the parties, no later than four (4) Business Days prior to the Closing, a closing statement (the "CLOSING STATEMENT"), which shall (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Companycontain ----------------- Prudential's good faith estimate of the Net Working Capital Amount amounts of the items requiring the prorations and adjustments in accordance with this Agreement and (b) be the "Estimated Net Working Capital Amount")basis upon which the prorations and adjustments provided for herein shall be made at the Closing, which except as Prudential and REIT OP shall otherwise agree prior to Closing and except as otherwise provided immediately below. The Closing Statement shall be based on the Contribution Price amounts hereunder and the allocations described in Section 2.4. REIT OP may review and comment on the ----------- Closing Statement, and Prudential agrees to give good faith consideration to REIT OP's comments; however, if at the time of Closing there shall be any item or items on any Closing Statement that remain in dispute, (i) the Closing Statement shall reflect the items required Prudential's figures but shall reflect REIT OP's figures in an addendum or footnote(s) to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (xii) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the aggregate difference between the Estimated Net Working Capital Amount net amounts payable to Prudential using Prudential's figures and using REIT OP's figures shall be retained by REIT OP's Lead Title Insurer after Closing and shall not be paid over to Prudential pending resolution of such dispute (the Target Net Working Capital Amount. If parties agreeing to enter into appropriate instructions to REIT OP's Lead Title Insurer to hold such funds until directed to release the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount same by joint order of the Closing Payment to parties or upon receipt of a copy of the determination of the Outside Accountants (as defined below) certified by a party hereto), and (iii) if such dispute is not resolved by agreement between the parties within forty-five (45) days after Closing, such dispute shall be paid resolved in the manner provided in Section 5.8 . Upon ------------ resolution of any such dispute (whether by Buyer agreement or pursuant to Section 4.1(b)(i) ------- 5.8), each party shall direct REIT OP's Title Insurer to pay out to the --- appropriate party or parties the amounts so retained. The Closing Statement shall be increased by an amount equal binding and conclusive on all parties hereto to the difference between extent of the Estimated Net Working Capital Amount items covered by the Closing Statement, except (i) as provided immediately above, (ii) where this Agreement expressly provides for further adjustment of such amounts after Closing, and the Target Net Working Capital Amount.(iii) as otherwise provided in Section 5.8 below. ------------

Closing Statement. TPG, on behalf of the Company, and CalSTRS shall jointly prepare and approve a preliminary closing statement (athe “Preliminary Closing Statement”) At least five showing the adjustments and prorations provided for herein, and any amount to be added to or subtracted from the TPG CNP Value. If the parties fail to fully agree on the Preliminary Closing Statement, the Closing shall proceed on the basis of the line items in such statement that are agreed upon by the parties, with any open items (5to the extent of any dispute) business on such statement to be resolved as part of the resolution of the Final Closing Statement. On or before the date which is ninety (90) days prior to following the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as TPG, on behalf of the last day Company, will prepare a final closing statement reasonably satisfactory to CalSTRS in form and substance (collectively, the “Final Closing Statement”) setting forth the final determination of the month immediately preceding adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"manner in which such items shall be determined and paid), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the . The net amount of Fuel Sensor Damages (x) actually expended any adjustment to the TPG CNP Value by Parent or reason of adjustments to the Company from March 1, 2011 through Preliminary Closing Statement as shown in the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Final Closing Statement, shall be added as a credit to or subtracted from the estimated Net Working Capital Amount set forth TPG CNP Value used in the adjustment of the Percentage Interests of the members in the Company following the Closing. The adjustments, prorations and determinations agreed to by TPG or CalSTRS in the Final Closing Statement shall be conclusive and binding on the Estimated Closing Statement. Commencing with parties hereto except for any items which are not 18 capable of being determined at the Company's delivery of time the Estimated Final Closing Statement is agreed to Buyerby TPG and CalSTRS, Buyer which items shall have reasonable access to be determined in the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item manner set forth in the Estimated Final Closing Statement or used and except for other amounts payable hereunder pursuant to determine provisions which survive the Estimated Net Working Capital AmountClosing. Prior to and following the Closing Date, then Buyer each party shall provide the other with such information as the other shall reasonably request subject to any applicable confidentiality restrictions in order to make the preliminary and final adjustments and prorations provided for herein. If TPG and CalSTRS fail to agree upon a Final Closing Statement, the Company shall work, in good faith, to reach agreement on such disputed items shall be resolved by a mutually acceptable nationally recognized independent accounting firm (the “Accounting Firm”), whose determination shall be final and binding upon the amounts as agreed parties. The Accounting Firm shall resolve the dispute within thirty (30) days after the disputed items have been submitted to by Buyer it. The costs, fees and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount expenses of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) Accounting Firm shall be reduced borne equally by an amount equal to the difference between the Estimated Net Working Capital Amount TPG and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountCalSTRS.

Closing Statement. (a) At least five (5) business days On the date that is three Business Days prior to the Closing Date, the Company Seller shall submit deliver to Buyer a written statement certificate (the “Closing Statement”) of estimated Current Assets Seller signed by the President of Seller, prepared in reasonable detail, certifying as to the accuracy and Current Liabilities completeness, in each case as of the last day Closing Date, of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's Seller’s good faith estimate of (i) the Net Working Capital Amount Total Assets (as estimated by Seller the "Estimated Net Working Capital Amount"“Closing Total Assets”), (ii) Closing Cash, (ii) Homebuyer Deposits, (iii) any unpaid Seller Acquisition Expenses (which estimate shall reflect specify the items required to be set forth inpayees for each Seller Acquisition Expense and include valid wire transfer information for such payees), and be prepared in a manner consistent with (iv) the preparation ofChange of Control Payments, (v) the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Warranty Liability Amount, (vi) all amounts necessary to discharge fully the parties hereto agree that 50% then- outstanding balance of all Indebtedness outstanding at the amount closing (including for the avoidance of Fuel Sensor Damages (x) actually expended by Parent doubt any prepayment or the Company from March 1, 2011 through the last day similar penalties and expenses payable if such liability were paid in full as of the month immediately preceding the Closing Date and/or any success fee payable thereunder in connection with the Closing) (the “Closing Repaid Indebtedness”) (which estimate shall specify the payees for each Indebtedness and include valid wire transfer information for such payees), (vii) the Apportioned Tax Obligations and Transfer Taxes expressly allocated to Seller under Section 9.01 (as estimated by Seller, the “Estimated Apportioned Tax Obligations and Transfer Taxes”) and (yviii) accrued as current liabilities all amounts necessary to discharge fully the outstanding Excluded Liabilities of Seller described on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery Section 2.07 of the Estimated Closing Statement to Buyer, Buyer Seller Disclosure Schedule (for which Seller shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts request as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(iDate a final invoice from the obligee of such liability) (the “Other Closing Date Obligations”) (which estimate shall be reduced by an amount equal to specify the difference between the Estimated Net Working Capital Amount payees for each such liability and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amountinclude valid wire transfer information for such payees).

Closing Statement. As soon as practicable (abut not later than ninety (90) At least five (5days) business days prior to following the Closing Date, Purchaser shall prepare and deliver to the Company shall submit to Buyer Stockholders’ Representative a written statement (the “Closing Statement”) containing Purchaser’s calculation of estimated Current Assets and Current Liabilities Book Value (“Closing Book Value”) as of the last day close of business on the Closing Date. All calculations of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which Statement shall reflect the items required to be set forth in, and be prepared in a manner consistent accordance with the preparation ofterms of this Agreement and, to the extent not otherwise provided herein, (i) using the same accounting principles, policies and methods as the Company has historically used in connection with the calculation of the items reflected on the Closing Statement, in each case in accordance with Section 4.6(b)Statement and (ii) containing all year-end reserves and adjustments; provided, however, that for purposes such accounting principles, policies and methods shall be in accordance with GAAP. In the sole discretion of the Stockholders’ Representative, the failure of Purchaser to timely deliver such Closing Statement shall constitute Purchaser’s acceptance of the Estimated Net Working Capital Amount, the parties hereto agree that 50% Book Value as of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Book Value shall be the Final Book Value for purposes hereof. Protest Notice. Within forty-five (45) days following the earlier of delivery of the Closing Statement or the date which is ninety (90) days following the Closing Date, the Stockholders’ Representative may deliver written notice (the “Protest Notice”) to Purchaser of any disagreement or modification to any amount included in or omitted from the Closing Statement, or if no such Closing Statement is delivered, the Estimated Book Value. Such Protest Notice shall set forth in reasonable detail the basis of such disagreement together with the amount(s) in dispute. The failure of the Stockholders’ Representative to timely deliver such Protest Notice within the prescribed time period will constitute acceptance by the Stockholders’ Representative and the Sellers of the Closing Statement or the Estimated Book Value (as applicable) and the value of the Closing Book Value. The Stockholders’ Representative and its representatives shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have given reasonable access to the Purchaser’s books and records and personnel any work papers of Purchaser and its independent accountants relating to the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine during reasonable business hours and upon two business days notice, for the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy purpose of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of verifying the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountStatement.

Closing Statement. 8.4.15.1 The Company, PKY and Ca1STRS shall jointly prepare and approve a preliminary closing statement for each Company Project (acollectively the “Preliminary Closing Statement”) At least five showing the net amount due either to PKY or Ca1STRS as the result of the adjustments and prorations provided for herein, and such net amount due to or from Ca1STRS. If the parties fail to fully agree on the Preliminary Closing Statement, the Redemption Closing shall proceed on the basis of the line items in such statement that are agreed upon by the parties, with any open items (5to the extent of any dispute) business on such statement to be resolved as part of the resolution of the Final Closing Statement. On or before the date which is ninety (90) days prior to following the Closing Date, the Company shall submit and PKY will prepare a final closing statement for each Property reasonably satisfactory to Buyer a written statement of estimated Current Assets CalSTRS in form and Current Liabilities as substance (collectively, the “Final Closing Statement”) setting forth the final determination of the last day adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the month immediately preceding manner in which such items shall be determined and paid) including Leasing Costs and Building Capital Expenditures for the period from October 1, 2014 through the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes 8.4.7. The Final Closing Statement shall cover both the Purchase Transaction and the Redemption Transaction and shall also reflect a distribution of the Estimated Net Working Capital Amount, the parties hereto agree that 50% any Available Cash as of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued that was not previously distributed. The net amount due the Company, PKY or CalSTRS by reason of any adjustments to the Final Closing Statement, as current liabilities on shown in the Estimated Final Closing Statement, shall be added as a credit to paid in cash by the estimated Net Working Capital Amount set forth on party obligated therefor within five (5) Business Days following that party's receipt of the Estimated approved Final Closing Statement. Commencing with The adjustments, prorations and determinations agreed to by the Company's delivery of , PKY or CalSTRS in the Estimated Final Closing Statement shall be conclusive and binding on the parties hereto except for any items which are not capable of being determined at the time the Final Closing Statement is agreed to Buyerby the Company, Buyer PKY and CalSTRS, which items shall have reasonable access to be determined and paid in the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item manner set forth in the Estimated Final Closing Statement or used and except for other amounts payable hereunder pursuant to determine provisions which survive the Estimated Net Working Capital AmountClosing. Prior to and following the Closing Date, then Buyer each party shall provide the other with such information as the other shall reasonably request subject to any applicable confidentiality restrictions in order to make the preliminary and the Company shall work, in good faith, to reach agreement on such disputed items final adjustments and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreementprorations provided for herein. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital AmountCompany and PKY and CalSTRS fail to agree upon a Final Closing Statement, the amount disputed items shall be resolved by a mutually acceptable nationally recognized independent accounting firm (the “Accounting Firm”), whose determination shall be final and binding upon the parties. The Accounting Firm shall resolve the dispute within thirty (30) days after the disputed items have been submitted to it. The costs, fees and expenses of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) Accounting Firm shall be reduced borne equally by an amount equal to the difference between Company and PKY, on one hand, and CalSTRS, on the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amountother.

Closing Statement. As soon as possible, but in any event on or before the thirtieth (a30th) At least five day after Closing, Seller shall prepare and deliver to Parent a statement (5and supporting schedules) business days prior to (collectively the "Closing Statement") setting forth, in detail, calculation of the Closing Net Assets Value as of the Closing Date, which shall be certified by the Company shall submit Chief Accounting Officer of Seller as being prepared in accordance with the definitions herein and the accounting principles set forth on SCHEDULE 2.7(A), and to Buyer the extent a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date relevant principle is not set forth on SCHEDULE 2.7(A), then in accordance with those generally accepted accounting principles consistently applied with prior practice for earlier periods (collectively, the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital AmountSeller Accounting Principles"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the . For purposes of preparation of, of the Closing Statement, all calculations shall be made with precision, and lack of materiality shall not be a defense to the requirement of precise and proper determinations. Parent and its auditors or other representatives shall be provided an opportunity to review the procedures performed in each case in accordance connection with Section 4.6(b); provided, however, that for purposes preparation of the Estimated Net Working Capital AmountClosing Statement. Immediately following delivery of the Closing Statement, Seller shall make available, and shall cause its auditors to make available, all records, work papers and employees at Seller's expense reasonably requested by Parent in connection with its review of the Closing Statement. The Closing Statement, subject to any adjustments agreed to by Parent and Seller, shall be used for determining any post-Closing adjustments to the Initial Purchase Price, unless either party provides the other with a notice of dispute (a "Dispute Notice") within fifteen (15) days of receipt of the Closing Statement. If a Dispute Notice is given, Parent and Seller shall promptly meet in good faith to attempt to resolve any issues, and if any issues are unresolved within fifteen (15) days of the Dispute Notice, the parties hereto agree that 50% unresolved issues shall be submitted to a "Big Five" auditing firm with no material existing relationship to Parent or Seller, which shall be selected by Parent and approved by Seller, which approval will not be unreasonably withheld or delayed. The independent auditor shall be directed to issue a final and binding decision as to the matters in dispute within thirty (30) days of its engagement. The fees and expenses of the amount independent auditor shall be divided equally between the parties. The Closing Statement in the form accepted by Parent and Seller, or determined by the independent auditor, shall be used to adjust the Initial Purchase Price in the manner set forth in Section 2.7(c) of Fuel Sensor Damages (xthis Agreement. Any payments provided for in Section 2.7(c) actually expended shall be made within five business days of the acceptance of the Closing Statement or the independent auditor's decision. The full force and effect of the representations and warranties contained herein shall not be diminished by the Closing Statement, the acceptance thereof by Parent or the Company from March 1, 2011 through the last day decision of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amountindependent auditor.

Closing Statement. (a) At least five (5) business days On or prior to the Closing Datedate hereof, the Company shall submit Sellers have delivered to Buyer a written statement of estimated Current Assets and Current Liabilities (the “Closing Statement”) setting forth in reasonable detail Sellers’ good faith estimate of, as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount")Closing, which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1Leakage, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit together with reasonable supporting documentation with respect to the estimated Net Working Capital Amount calculation of such amount (including a schedule setting forth in reasonable detail Sellers’ method of calculating the items set forth on the Estimated Closing Statementthereon). Commencing with the Company's delivery of the Estimated Closing Statement to BuyerSellers and Sellers Representative have: (i) afforded Buyer and its Representatives (including legal advisors and accountants) reasonable access, Buyer shall have upon reasonable access advance notice during normal business hours, to the books and records and personnel of the Company Sellers, the Acquired Companies and Sellers Representative solely to the extent reasonably necessary for Buyer to confirm Sellers’ estimates of the amount of Leakage; (ii) made available to Buyer, upon reasonable advance notice during normal business hours, the Sellers, Sellers Representative and any employee of the Acquired Companies who was involved in the preparation of the Closing Statement; and (iii) provided Buyer with any other documentation or information that was reasonably requested by Xxxxx from the Sellers, Sellers Representative and any of the Acquired Companies to confirm the Closing Statement. The Sellers have promptly considered in good faith any comments of Buyer to the Closing Statement, and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used has be updated to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as reflect any changes thereto mutually agreed to by the parties. For the avoidance of doubt, any failure by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement to deliver any notice of its disagreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount portion of the Closing Payment to be paid Statement, or failure by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount include in any such notice a portion of the Closing Payment to be paid by Statement with which Buyer pursuant to Section 4.1(b)(i) disagrees, shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount not affect, modify or otherwise prejudice in any way Buyer’s rights and the Target Net Working Capital Amountremedies under this Agreement.

Closing Statement. Within sixty (a60) At least five (5) business days prior to after the Closing Date, the Company Buyers shall submit prepare and deliver to Buyer the Sellers and Mission Maryland a written statement (the “Closing Statement”) including the consolidated balance sheet of estimated Current Assets the Sellers and Current Liabilities LicenseCos and Mission Maryland as of the last day of the month immediately preceding the Closing Date (without giving effect to the "Estimated Closing Statement"consummation of the transactions contemplated hereby) containing the Company's good faith estimate and calculating in reasonable detail each of the Net Working Capital Amount Capital, Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, Transaction Costs and each of the components thereof, and its calculation of the Closing Date Payment (the "Estimated Net Working Capital Amount"“Final Closing Date Payment”). The Buyers shall promptly provide the Sellers and Mission Maryland reasonable access, which at reasonable times following prior notice, to all relevant documents and information reasonably requested by the Sellers and Mission Maryland in connection with, and reasonably necessary to conduct, its review of the Closing Statement (including all components thereof); provided, that the Buyers may withhold or redact portions of information that is subject to attorney-client privilege. If the Buyers do not deliver a Closing Statement to the Sellers and Mission Maryland within such sixty (60) day period, the Closing Report, including the calculations set forth therein, shall reflect the items required be deemed to be the “Final Closing Statement” and the Estimated Closing Date Payment set forth intherein, the Final Closing Date Payment. If the Sellers and be prepared Mission Maryland have any disputes with respect to the amounts shown on the Closing Statement, the Sellers and Mission Maryland shall deliver to the Buyers within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth the Sellers’ basis for such dispute(s) in reasonable detail. The Buyers and the Sellers and Mission Maryland shall use good faith efforts to resolve any dispute involving any matter set forth in the Dispute Notice. If the Sellers and Mission Maryland do not deliver a manner consistent with Dispute Notice to the preparation ofBuyers within such thirty (30) day period, the Closing Statement, in each case including the calculations set forth therein, prepared and delivered by the Buyers shall be deemed to be the Final Closing Statement and the Closing Date Payment set forth therein, the Final Closing Date Payment. The Buyers and the Sellers and Mission Maryland shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after the Sellers and Mission Maryland have given the Dispute Notice. If the Buyers and the Sellers resolve such differences, the Closing Statement agreed to by the Buyers and the Sellers and Mission Maryland shall be deemed to be the Final Closing Statement. If the Buyers and the Sellers and Mission Maryland do not reach a final resolution on the Closing Statement within such thirty (30) day period, then either the Buyers or the Sellers and Mission Maryland may refer the dispute to the Neutral Accountant to resolve any remaining differences, pursuant to an engagement agreement, containing customary terms consistent with this Section 2.7, among the Buyers and the Sellers and Mission Maryland and the Neutral Accountant (which the Buyers and the Sellers and Mission Maryland agree to execute promptly). The Neutral Accountant shall only decide the specific items with respect to the amounts shown on the Closing Statement under dispute by the Parties (the “Disputed Items”), solely in accordance with Section 4.6(b); providedthe terms of this Agreement, howeverand the recalculation, that for purposes if any, of the Estimated Net Working Capital Amountamounts therein in light of such resolution, and shall not award an amount more favorable to the parties hereto agree that 50% Buyers than the corresponding amounts claimed by the Buyers in the Closing Statement, or more favorable to the Sellers and Mission Maryland than the corresponding amounts claimed by the Sellers and Mission Maryland in the Dispute Notice. The Buyers and the Sellers and Mission Maryland shall use commercially reasonable efforts to cause the Neutral Accountant to provide a written determination of its resolution of the amount of Fuel Sensor Damages Disputed Items within twenty (x20) actually expended by Parent or days after the Company from March 1, 2011 through the last day engagement of the month immediately preceding Neutral Accountant. The Buyers and the Sellers and Mission Maryland shall reasonably cooperate with the Neutral Accountant in its efforts to resolve the Disputed Items described in the Dispute Notice and the recalculation, if any, of the amounts therein in light of such resolution. The Neutral Accountant’s determination shall be based solely on written submissions of the Buyers and the Sellers and Mission Maryland (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement and the Closing Date Payment determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and (y) accrued the Final Closing Date Payment, respectively. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent fraud or manifest error. The fees and expenses of the Neutral Accountant for services rendered pursuant to this Section 2.7 shall be borne by the Buyers and the Sellers and Mission Maryland in inverse proportion as current liabilities they may prevail on the Estimated matters resolved by the Neutral Accountant, which proportional allocations shall also be determined by the Neutral Accountant at the time the determination of the Neutral Accountant is rendered on the matters submitted. Nothing in this Section 2.7 shall be construed to authorize or permit the Neutral Accountant to determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Buyers and the Sellers and Mission Maryland regarding the determination of the Final Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

Closing Statement. No later than sixty (a60) At least five days after the Closing Date, Parent shall cause to be prepared in good faith and delivered to the Sellers’ Representative (5i) business days a statement (the “Closing Statement”), in form substantially similar to the Pre-Closing Statement and consistent with the Sample Closing Statement, setting forth in reasonable detail, with reasonable supporting documentation, Parent’s calculation of (A) the Closing Date Cash, (B) the Unpaid Company Transaction Expenses, (C) the Closing Date Indebtedness, (D) the Adjusted Working Capital and the resulting Working Capital Adjustment Amount and (E) the Purchase Price derived therefrom, and (ii) a balance sheet of the Company as of 11:59 pm Eastern Time on the day immediately prior to the Closing Date, in each case prepared in accordance with the Company shall submit to Buyer a written statement of estimated Current Assets Accounting Rules and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount")Agreed Adjustment Principles set forth on Exhibit A, which shall reflect be so certified by the items required to be set forth inChief Financial Officer of Parent. For the avoidance of doubt, and be prepared unless the Sellers’ Representative otherwise agrees in a manner consistent with the preparation ofwriting, Parent may not amend, adjust, supplement or modify the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of Statement or the amount of Fuel Sensor Damages (x) actually expended by Closing Date Cash, Unpaid Company Transaction Expenses, Closing Date Indebtedness or Adjusted Working Capital set forth therein following its delivery to the Sellers’ Representative. If Parent or the Company from March 1, 2011 through the last day of the month immediately preceding fails to deliver the Closing Date and Statement within such sixty (y60) accrued as current liabilities day period, then in addition to any other rights Sellers may have under this Agreement, the Sellers’ Representative shall have the right to elect, on behalf of Sellers, that the Estimated Closing StatementDate Cash, shall be added as a credit to the estimated Net Working Capital Amount set forth on Estimated Unpaid Company Transaction Expenses, the Estimated Closing Statement. Commencing with the Company's delivery of Date Indebtedness and the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Adjusted Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used be deemed to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, be the amount of the Closing Payment to Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness and the Adjusted Working Capital, as applicable, and be paid by Buyer final and binding and used for purposes of calculating the adjustment pursuant to Section 4.1(b)(i) shall 1.4(d). The Parties acknowledge that no adjustments may be reduced by an amount equal made to the difference between the Estimated Net Adjusted Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountTarget.

Closing Statement. (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written A statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing shall be prepared by Seller based upon the Company's good faith estimate results of the Net Working Capital Inventory Count and the Books and Records of Seller as of the Effective Time. The Closing Statement shall set forth, as of the Effective Time, in reasonable detail, a calculation of the difference between (a) the sum of (i) the amount of cash and cash equivalents of Seller, (ii) the net book value of the Accounts, (iii) the net book value of the Inventory and (iv) the net book value of Seller's prepaid expenses and other current assets and (b) the sum of (i) the Assumed Payables and (ii) the Transferred Employee Reimbursement Amount (as defined herein) (such difference being referred to as the "Estimated Closing Net Working Capital Amount"), which . The Closing Statement shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); providedGAAP, howeverincluding giving effect to reasonable allowances for bad debt and obsolescence, that and reasonable reserves for purposes customer returns, allowances and rebates. No Excluded Assets or Retained Liabilities shall be included in the definition or calculation of the Estimated "Closing Net Working Capital Amount". Seller shall deliver to Purchaser the Closing Statement not later than twenty (20) days (subject to one extension of five (5) days upon the reasonable request of Seller) after the Closing. Any dispute between Purchaser and Seller with regard to the Closing Statement shall be resolved pursuant to the provisions of Section 2.3.3. Subject to Section 2.3.3, which, for the avoidance of doubt, is applicable to the resolution of any disputes relating to the Transferred Employee Reimbursement Amount, Purchaser shall, as part of the Adjustment Amount provided for in Section 2.3.4(b), reimburse Seller for actual out of pocket amounts paid and related payroll taxes incurred in the ordinary course of business consistent with past practice with respect to salary paid to Transferred Employees relating to the day of December 31, 2010, which amounts the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be been paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to Seller on Purchaser's behalf (the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital "Transferred Employee Reimbursement Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount")."

Closing Statement. (a) At least five (5) business As promptly as practicable, but in any event not later than 90 days prior to after the Closing Date, the Company Buyer shall submit deliver to Buyer Sellers a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing which sets forth (i) the CompanyClosing Date Current Assets and the Closing Date Current Liabilities and (ii) Buyer's good faith estimate calculation of the Net Working Capital Amount (adjustment to the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent Purchase Price resulting therefrom. Concurrently with the preparation of, delivery of the Closing Statement, Buyer shall deliver to Sellers copies of work papers which set forth in each case in accordance with Section 4.6(b); provided, however, that for purposes reasonable detail Buyer's calculations of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated various amounts included in such Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to BuyerBuyer shall, Buyer and shall have cause its independent certified public accountants to, give Sellers access, during regular business hours upon reasonable access notice, to the books and records and personnel of the Company Partnerships which relate to or are necessary for the preparation of the Closing Statement for the purpose of reviewing work performed in preparation of, and the opportunity amounts set forth in, the Closing Statement. The Closing Statement and the computations of Closing Date Current Assets and the Closing Date Current Liabilities set forth therein shall be conclusive and binding upon the parties unless, within 30 days after the delivery of such Closing Statement, Sellers notify Buyer in writing that Sellers dispute any of the amounts set forth therein. The parties shall in good faith attempt to consult with resolve any dispute, in which event the Company for purposes Closing Statement and the computations of confirming or disputing Closing Date Current Assets and Closing Date Current Liabilities, as amended to the Estimated Net Working Capital Amountextent necessary to reflect the resolution of the dispute, shall be conclusive and binding upon the parties. If Buyer the parties do not reach agreement resolving the dispute within 10 days after notice pursuant to the second preceding sentence, the parties shall disagreesubmit the dispute for resolution to the Washington D.C. office of Deloitte & Touche LLP (the "Arbiter"). Promptly, but in good faithno event later than 20 days after the appointment of the Arbiter, the Arbiter shall determine, based on presentations by the parties and such additional procedures as the Arbiter deems appropriate, only those issues in dispute and shall render a report as to the dispute and the resulting computations of the Closing Date Current Assets and the Closing Date Current Liabilities, as the case may be, together with any item amendments to the Closing Statement to the extent necessary to reflect the Arbiter's determinations, which shall be conclusive and binding upon the parties. All references hereinafter to amounts set forth in the Estimated Closing Statement or used shall be references to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer which shall have become conclusive and binding on the Company shall constitute the Estimated Net Working Capital Amountparties in accordance with this Section 3.3(a). Notwithstanding the foregoingThe fees, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount costs and expenses of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) Arbiter shall be reduced by an amount equal to the difference allocated between the Estimated Net Working Capital Amount and parties in such manner as the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountArbiter in its sole discretion deems appropriate.

Closing Statement. (a) At least five (5) business days prior to As soon as reasonably practicable following the Closing Date, but in no event later than ninety (90) days thereafter, Buyer shall cause to be prepared in good faith and delivered to Seller a statement (the Company shall submit to Buyer a written statement “Closing Statement”) setting forth Buyer’s calculation of estimated Current Assets and Current Liabilities as of (A) the last day of Closing Cash, (B) the month immediately preceding Closing Working Capital, (C) the Closing Date Indebtedness, (D) the "Estimated Closing Statement"Transaction Expenses, and (E) containing based on the Company's good faith estimate foregoing, the calculation of the Net Working Capital Amount (the "Estimated Net Working Capital Adjustment Amount"), which . The Closing Statement shall reflect the items required to be set forth in, and be prepared in a manner consistent with this Agreement, including the preparation ofdefinitions of the terms Closing Working Capital, Closing Cash, Closing Date Indebtedness, Closing Transaction Expenses, and the Accounting Rules. The Parties agree that the purpose of preparing the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding Statement and determining the Closing Working Capital, Closing Cash, Closing Date Indebtedness, and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit Transaction Expenses is to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, properly measure the amount of the Closing Payment Working Capital, Closing Cash, Closing Date Indebtedness, and Closing Transaction Expenses as of the Adjustment Time in accordance with the applicable definitions and the applicable terms and conditions of this Agreement and such processes are not intended to permit the introduction of different or new accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Working Capital, Closing Cash, Closing Date Indebtedness, or Closing Transaction Expenses from those set out in the Accounting Rules. The Closing Statement shall entirely disregard any and all effects on the assets or liabilities of the Company as a result of the Transactions or of any financing or refinancing arrangements entered into at any time by Buyer or its Affiliates. For the avoidance of doubt, unless Seller otherwise agrees in writing, Bxxxx may not amend, adjust, supplement or modify the Closing Statement or the amount of Closing Cash, Closing Working Capital, Closing Date Indebtedness, Closing Transaction Expenses or Adjustment Amount set forth therein following its delivery to Seller without the consent of Seller. If Buyer fails to deliver the Closing Statement within such ninety (90)-day period, then in addition to any other rights Seller may have under this Agreement, Seller shall have the right to elect that the Estimated Cash, Estimated Closing Working Capital, Estimated Closing Date Indebtedness, Estimated Closing Transaction Expenses and/or Estimated Adjustment Amount be deemed to be paid by Buyer final and binding and used for purposes of calculating the adjustment pursuant to Section 4.1(b)(i) shall 1.4(e). The Parties acknowledge that no adjustments may be reduced by an amount equal made to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountTarget.

Closing Statement. As soon as practicable, but in any event no later than sixty (a60) At least five (5) business days prior to days, after the Closing Date, Buyer shall deliver to the Company shall submit to Buyer Sellers’ Representative a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date statement, together with reasonable supporting detail (the "Estimated “Closing Statement") containing the Company's ”), setting forth Buyer’s good faith estimate of calculation of: (i) Purchase Price, (ii) Closing Cash (the “Preliminary Closing Cash”), (iii) Closing Indebtedness (the “Preliminary Closing Indebtedness”), (iv) Closing Net Working Capital Amount (the "Estimated “Preliminary Closing Net Working Capital Amount"Capital”), which shall reflect (v) Growth Capex Expenditures (the items required to be set forth in“Preliminary Growth Capex Expenditures”), and (vi) Transaction Expenses (the “Preliminary Transaction Expenses”). The Closing Statement shall be prepared in a manner consistent accordance with the preparation of, Accounting Principles. After the delivery of the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes the Sellers’ Representative and its Representatives shall be permitted reasonable access during normal business hours to review the books and records of the Estimated Company and its Subsidiaries and the working papers of Buyer, the Company, and the independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Purchase Price, Preliminary Closing Cash, Preliminary Closing Indebtedness, Preliminary Closing Net Working Capital AmountCapital, Preliminary Growth Capex Expenditures and Preliminary Transaction Expenses therein, as well as the parties hereto agree that 50% relevant books and records of the amount Company and Buyer, and shall be provided with reasonable access to the current and former personnel and advisers of Fuel Sensor Damages (x) actually expended by Parent or Buyer and the Company from March 1, 2011 through who were involved in the last day preparation of the month immediately preceding Closing Statement in order to ask questions and receive answers regarding the Closing Date Statement and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statementrelated matters. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have not, and shall cause the Company and its Subsidiaries not to, take any action to limit the Sellers’ Representative’s reasonable access to the books and records of, and the current and former personnel of and advisors of, the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amountits Subsidiaries.

Closing Statement. (a) At least five (5) business As promptly as practicable, but no later than 90 days prior to after the Closing Date, the Company shall submit Sellers will cause to be prepared and delivered to Buyer a written two statements (the "Closing Statements"), one such statement (the "Closing Date Statement") setting forth the value of estimated Current the Net Assets and Current Liabilities as of the last day close of the month immediately preceding business on the Closing Date (the "Estimated Closing Net Asset Value") and the other such statement (the "Average Value Statement") containing setting forth the Company's good faith estimate average month end value of the Net Working Capital Amount Assets for the 12 months ended immediately prior to the Closing Date (the "Estimated Average Net Working Capital AmountAsset Value"), which . The Closing Statement shall reflect the include line items required to be set forth in, and be prepared in a manner notes substantially consistent with those of the preparation of1995 audited combined statement of adjusted Net Assets included in the Audited Financial Statements and the June 30, 1996 combined statement of adjusted Net Assets included in the Closing Statement, in each case in accordance with Section 4.6(b)Audited Financial Statements; provided, provided however, that for purposes the amount of cash or cash equivalents remaining in the Company as of the Estimated Net Working Capital Amount, close of business on the parties hereto agree Closing Date that 50% is in excess of the amount required to cover checks of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day outstanding as of the month immediately preceding close of business on the Closing Date and (y) accrued as current liabilities on the Estimated Closing StatementDate, shall be added as reflected on the Closing Statements. Buyer shall cause the Companies and their respective employees to assist Sellers in the preparation of the Closing Statements, including the taking of a credit physical inventory, and shall provide Sellers and their independent auditors, Andexxxx, xxcess at all reasonable times to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyerpersonnel, Buyer shall have reasonable access to the properties, books and records and personnel of the Company Companies for such purpose and, insofar as such books and records pertain to the opportunity to consult with the Company Business, any of Buyer's Affiliates for purposes of confirming or disputing the Estimated Net Working Capital Amountsuch purpose. If Buyer The Closing Date Statement shall disagreebe accompanied by an audit report from Andexxxx xxxting that in its opinion such statement presents fairly, in good faithall material respects, the combined Net Assets as of the Closing Date, in conformity with any item GAAP (except as set forth in the Estimated Closing Statement or used to determine notes thereto) applied consistently with the Estimated Net Working Capital Amount, then Buyer accounting principles applied in the Audited Financial Statements and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Average Value Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced accompanied by an amount equal a review report from Andexxxx xxxting that in its opinion nothing has come to the difference between the Estimated Net Working Capital Amount its attention which would cause them to believe such statement was not prepared on a consistent basis with those of December 31, 1995 and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital AmountJune 30, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount1996.

Closing Statement. (a) At least five (5) business days Business Days prior to the Closing Date, the Company Seller shall submit deliver to Buyer a written statement of estimated Current Assets and Current Liabilities (the “Closing Statement”) setting forth in reasonable detail (i) Seller’s good faith estimates of, as of the last day Closing, (A) the amount of Leakage and (B) the Transaction Expense Amount (setting forth (x) the amount of each Transaction Expense and (y) with respect to each non-compensatory Transaction Expense, the corresponding wiring information for the account of each relevant Person for payment of such non-compensatory Transaction Expense at Closing pursuant to Section 1.4(d)), together with reasonable supporting documentation with respect to the calculation of such amounts, and (ii) a schedule of (A) each Company SAR Award Holder and (B) the amount of consideration that each Company SAR Award Holder would be entitled to receive upon the exercise of such holder’s SAR Award as of immediately prior to the Closing, based on, for purposes of calculating the amounts in this clause (ii)(B), the Purchase Price and taking into account dilution from the payment pursuant to this Section 1.1(c) of all outstanding SAR Awards as of such time, but without taking into account Section 1.6 (such amount with respect to each Company SAR Award Holder, the “Closing Date SAR Consideration”, and the sum of (x) the aggregate Closing Date SAR Consideration with respect to all Company SAR Award Holders, collectively, plus (y) the employer portion of any Taxes payable in connection therewith, being referred to herein as the “Aggregate Closing Date SAR Payment”). The Closing Statement shall be accompanied by a schedule showing Seller’s method of calculating the items set forth thereon. During the period between Seller’s delivery of the month immediately preceding Closing Statement and the end of the Holdback Period, Seller shall (A) afford Buyer through its Representatives (including its legal advisors and accountants) reasonable access, upon reasonable advance notice during normal business hours, to the books and records of Seller, the Company and its Subsidiaries as and to the extent reasonably necessary for Buyer to confirm Seller’s estimates of the amount of Leakage and the Transaction Expense Amount, (B) make available to Buyer, upon reasonable advance notice during normal business hours, any employee of Seller, the Company or any of its Subsidiaries who was involved in the preparation of the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent (C) provide Buyer with any other documentation or information that is reasonably requested by Buyer from Seller, the preparation of, Company or any of its Subsidiaries to confirm the Closing Statement, in each case at Buyer’s expense. If, during such five (5) Business Day period prior to the Closing, Buyer disagrees with any portion of the Closing Statement, Buyer may deliver notice of such disagreement to Seller, and if any such notice is delivered, no later than two (2) Business Days prior to the Closing Date, and Buyer and Seller shall cooperate in accordance with Section 4.6(b); providedgood faith to resolve Buyer’s disagreements set forth in such notice and the Closing Statement shall be updated for any items resolved by the Parties. If Buyer and Seller fail to resolve any of Buyer’s disagreements, however, that the Closing Statement and the calculations therein as originally delivered by Seller (as updated to reflect any items resolved by the Parties) shall be conclusive and binding upon Buyer solely for purposes of determining the Estimated Net Working Capital Amountamounts payable by Buyer at the Closing pursuant to Section 1.4. For the avoidance of doubt, the parties hereto agree that 50% any failure by Buyer to deliver any notice of its disagreement with any portion of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to failure by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or to include in any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount such notice a portion of the Closing Payment to be paid by Statement with which Buyer disagrees, shall not affect, modify or otherwise prejudice in any way Buyer’s rights and remedies under this Agreement, including pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount1.6.

Closing Statement. Seller shall cause its accounting staff (a"SELLER'S ACCOUNTANTS") At least five to make such inventories, examinations and audits of the Hotel Business, and of the books and records of the Hotel Business, as may be necessary to make the adjustments and prorations and allocations of Purchase Price among the assets being transferred required under this Section 9 or under any other provisions of this Agreement. Buyer or its designated representatives may be present at such inventories, examinations and audits of the Hotel Business. Based upon such audits and inventories, Seller's Accountants will prepare and deliver to Buyer and Escrow Agent no later than two (52) business days prior to the Closing Date, the Company shall submit to Buyer Date a written closing statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated CLOSING STATEMENT"). The Closing Statement") containing the CompanyStatement shall contain Seller's good faith best estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect amounts of the items required requiring the prorations and adjustments in this Agreement and shall be subject to be the concurrence therewith of Buyer. The amounts set forth in, on the Closing Statement shall be the basis upon which the prorations and adjustments provided for herein shall be prepared in a manner consistent with made at the preparation of, Closing. The Closing Statement shall be binding and conclusive on all parties hereto to the extent of the items covered by the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes unless within one hundred eighty (180) days after receipt by Buyer of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to either Buyer or Seller notifies the estimated Net Working Capital Amount set forth on other that it disputes such Closing Statement and specifies in reasonable detail the Estimated items and reasons that it so disputes such Closing Statement. Commencing with the Company's The parties shall attempt to resolve such dispute. If such dispute is not resolved within forty-five (45) days after delivery of the Estimated Closing Statement original notice of dispute by Buyer or Seller, then the parties shall submit such dispute to Buyeran outside accounting firm appointed not later than fifteen (15) days after the expiration of said 45 day period, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes mutual consent of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and Seller or, if the Company parties cannot agree, two outside accounting firms, one of which shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to be appointed by Buyer and one of which shall be appointed by Seller ("OUTSIDE ACCOUNTANTS"), and the Company determination of the Outside Accountants, which shall constitute be made within a period of fifteen (15) days after such submittal by the Estimated Net Working Capital Amountparties, shall be conclusive. Notwithstanding The fees and expenses of the foregoingOutside Accountants shall be paid equally by Buyer and Seller. In the event that, Buyer's agreement with at any time within ninety (90) days after the Estimated Net Working Capital Amount (or Closing Date, either party discovers any item set forth items which should have been included in the Estimated Closing Statement or used to determine but were omitted therefrom, such items shall be adjusted in the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy same manner as if their existence had been known at the time of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount preparation of the Closing Payment Statement. The foregoing limitation shall not apply to any item which, by its nature, cannot be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to finally determined within the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amountperiod specified.

Closing Statement. (a) At least five (5) business days On or prior to the date that is one hundred and twenty (120) days following the Closing, the Surviving Corporation shall prepare and deliver to the Stockholders’ Representative (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date, which balance sheet shall not give effect to the Merger or any financing transactions in connection therewith (the “Closing Balance Sheet”), (ii) a calculation of the Net Working Capital of the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities its wholly-owned Subsidiaries as of the last day close of business on the Closing Date (“Closing Date Net Working Capital”), (iii) a calculation of the month immediately preceding Cash of the Company and its wholly-owned Subsidiaries as of the close of business on the Closing Date (“Closing Date Cash”), and (iv) a calculation of the aggregate amount of all Indebtedness of the Company and its wholly owned Subsidiaries as of the close of business on the Closing Date (the "Estimated “Closing Date Indebtedness”), in each case, determined without giving effect to the consummation of the Merger or any financing transactions in connection therewith (the “Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"”), which . The Closing Statement shall reflect the items required to be set forth in, and be prepared in a manner consistent accordance with the preparation of, Sample Statement and the Closing Statement, in each case Applicable Accounting Principles and otherwise in accordance with Section 4.6(b)the requirements of this Agreement; providedprovided that, however, that solely for purposes of the Estimated Surviving Corporation’s calculation of Closing Date Net Working Capital AmountCapital, the parties hereto agree any accounts receivable that 50% are aged over 90 days as of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1Closing Date, 2011 through the last day and that have not been collected as of the month immediately preceding date of the Closing Date and (y) accrued as current liabilities on delivery of the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statementexcluded from such calculation. Commencing with the Company's delivery of the Estimated The Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) preparation thereof shall be reduced by an amount equal to for the difference between sole purpose of determining the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Adjustment Amount.

Closing Statement. (a) At least five (5) business As promptly as practicable, but no later than 90 days prior to after the Closing Date, Buyer will cause to be prepared and delivered to the Company shall submit to Buyer Seller a written statement (the “Closing Statement”) setting forth Buyer’s good faith calculations, in accordance with the Accounting Principles and the applicable defined terms in this Agreement as well as calculated consistently with the methodology referenced in the “Notes” section of estimated Current Assets and Current Liabilities the example calculation set forth on Exhibit C, of (A) (1) the Net Working Capital as of 11:59 p.m. (Eastern time) on the last day of the month Business Day immediately preceding prior to the Closing Date (the "Estimated “Closing Working Capital”), (2) the Cash of the Companies as of 11:59 p.m. (Eastern time) on the Business Day immediately prior to the Closing Date (provided that any Cash used after 11:59 p.m. (Eastern time) on the Business Day immediately prior to the Closing Date and prior to the Closing to pay down any liability or obligation that would otherwise be included in the calculation of Closing Transaction Expenses or the calculation of Closing Indebtedness, in each case, if such payment had not been made, will be excluded from the calculation of Closing Cash) (the “Closing Cash”), (3) the Indebtedness of the Companies as of immediately prior to the Closing (the “Closing Indebtedness”), and (4) the Transaction Expenses of the Seller Parties (the “Closing Transaction Expenses”), and (B) Buyer’s calculation of the Closing Date Purchase Price. The Closing Statement will also be accompanied by reasonably detailed supporting calculations and documentation of the amounts reflected on the Closing Statement") containing the Company's good faith estimate . Following delivery of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case and upon reasonable request of the Seller, Buyer and the Companies will, upon reasonable notice, provide the Seller and its advisors with reasonable access to the financial officer of the Companies as well as the books and records of the Companies during normal business hours to the extent reasonably related to the Seller’s evaluation of the Closing Statement. If the Buyer fails to deliver the Closing Statement within such 90-day period, then the Estimated Closing Statement will be deemed to be the Closing Statement, and Seller will be entitled to provide a Dispute Notice in accordance with Section 4.6(b1.4(c); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

Closing Statement. Seller shall cause its accounting staff (a"SELLER'S ACCOUNTANTS") At least to make such inventories, examinations and audits of the Hotel, and of the books and records of the Hotel, as Seller's Accountants may deem necessary to make the adjustments and prorations and allocations of Purchase Price among the assets being transferred required under this Section 8 or under any other provisions of this Agreement or the Escrow Agreement. Buyer or its designated representatives may be present at such inventories, examinations and audits of the Hotel. Based upon such audits and inventories, Seller's Accountants will prepare and deliver to the parties for review no later than five (5) business days prior to the Closing Date, the Company a closing statement (THE "CLOSING STATEMENT"). The Closing Statement shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Companycontain Seller's good faith best estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect amounts of the items required to be requiring the prorations and adjustments in this Agreement. The amounts set forth inon the Closing Statement shall be the basis upon which the prorations and adjustments provided for herein shall be made at the Closing. Seller's Accountants' allocation of Purchase Price shall be binding and conclusive on the parties. In the event that such allocation results in valuations unacceptable in regard to Buyer's status as a real estate investment trust, Buyer may direct performance of a portion of the deliveries under this Agreement to a designee pursuant to Section 11.7. The Closing Statement shall otherwise be binding and be prepared in a manner consistent with conclusive on all parties hereto to the preparation of, extent of the items covered by the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes unless within thirty (30) days after receipt by Buyer of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, either Buyer or Seller notifies the other that it disputes such Closing Statement, and specifies in reasonable detail the items and reasons that it so disputes. The parties shall attempt to resolve such dispute. If such dispute is not resolved within forty-five (45) days after delivery of the original notice by Buyer or Seller, then the parties shall submit such dispute to Pannxxx Xxxx Xxxxxx, 005 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 ("XUTSIDE ACCOUNTANTS"), and the determination of the Outside Accountants, which shall be added as made within a credit period of fifteen (15) days after such submittal by the parties, shall be conclusive. The fees and expenses of the Outside Accountants shall be paid equally by Buyer and Seller. Within ninety (90) days following the Closing Date, Seller's Accountants shall deliver a final report to Buyer setting forth the estimated Net Working Capital Amount set forth final determination of all items to be included on the Estimated Closing Statement. Commencing with In the Company's delivery event that, at any time within said 90-day period, either party discovers any items which should have been included in the Closing Statement but were omitted therefrom, such items shall be adjusted in the same manner as if their existence had been known at the time of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount preparation of the Closing Payment Statement. The foregoing limitation shall not apply to any item which, by its nature, cannot be paid by Buyer pursuant to Section 4.1(b)(i) finally determined within the period specified. However, no further adjustments shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of made beyond nine (9) months after the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountDate.

Closing Statement. (a) At least five As promptly as practicable, but no later than one hundred twenty (5120) business days prior to after the Closing Date, the Company shall submit Seller will cause to be prepared and delivered to Buyer a written statement draft combined adjusted statement, together with notes thereto, of estimated Current the Net Assets (which shall include any cash, cash equivalents and Current Liabilities marketable securities of Suplementos Solgar, unless any such asset shall have been transferred pursuant to clause (i) of Section 6.2) as of the last day of the month immediately preceding Effective Time on the Closing Date (the "Estimated “Closing Statement"”) containing the Company's good faith estimate including a schedule based on such Closing Statement setting forth Seller’s calculation of the Net Working Capital Amount Assets as of the Closing Date (the "Estimated “Closing Net Working Capital Amount"Asset Value”), which . The Closing Statement shall reflect the items required to be set forth in, and be prepared in a manner accordance with generally accepted accounting principles in the United States (“GAAP”) (as in effect on March 31, 2005), except as set forth in the notes to the Financial Statements or on Schedule 4.4(b) hereto and as such methodology was used by Seller to prepare the statement of Net Assets as of March 31, 2005 included in the Financial Statements, and shall include line items and notes substantially consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b)such statement of Net Assets; provided, however, that (i) the Inventory identified on Schedule 3.5(a) (to the extent still held in inventory at the Closing, the “Specified Inventory”) shall be valued at zero cost for purposes of calculating Closing Net Asset Value and the Estimated calculation of Closing Net Working Capital AmountAsset Value shall include no reserve or accrual with respect to such Specified Inventory and, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit notwithstanding anything to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth contrary in this Agreement, other than pursuant to Section 4.13(b), Seller makes no representation or warranty whatsoever with respect to such Specified Inventory and (ii) Closing Net Asset Value shall not include any reserve or accrual with respect to any Excluded Liability or any liability or obligation for which Seller has agreed to provide indemnification to Buyer under this Agreement. If Buyer shall cause Suplementos Solgar and Buyer’s Affiliates and their respective employees to assist Seller (without reimbursement or compensation from Seller for such assistance) in the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount preparation of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) Statement and shall be reduced by an amount equal provide Seller and its independent auditors access, upon reasonable advance notice and at all reasonable times, to the difference between personnel, properties and Books and Records relating to the Estimated Net Working Capital Amount Business for such purpose, all in a manner that does not unreasonably interfere with the operations of the business of Buyer and its Affiliates. Buyer and Seller agree not to attempt to influence Employees as to the Target Net Working Capital Amount. If information provided with respect to the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount preparation of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountStatement.

Closing Statement. (a) At least five (5) business Within 90 days prior to after the Closing Date, the Buyer shall, in accordance with the historical principles, practices, methodologies, procedures and policies used by the Companies in connection with the preparation of and reflected and applied in the Financial Statements, prepare and deliver to the Sellers’ Representative a calculation of the Net Working Capital, the Cash, the Company shall submit to Buyer a written statement Expenses and the Indebtedness of estimated Current Assets and Current Liabilities the Companies, in each case as of the last day Closing Date (determined on a pro forma basis as though the Buyer and the Sellers had not consummated the Transaction), together with reasonably detailed supporting documentation (the “Draft Closing Statement”). Upon reasonable advance notice, the Sellers’ Representative shall have full access to all information (including books and records of the month immediately preceding Companies and working paper used for the preparation of the Draft Closing Statement) during normal business hours. The Sellers’ Representative shall deliver a certificate setting forth their acceptance of, or objections to, the Draft Closing Statement within 60 days of receipt of such Draft Closing Statement. If there are no objections, the Draft Closing Statement shall be deemed accepted by the Sellers. In the event that the Sellers’ Representative object to the Draft Closing Statement, the Buyer and the Sellers’ Representative shall attempt in good faith to promptly resolve any such objections, and in the event that the Buyer and the Sellers’ Representative are unable to resolve such objections within 30 days after the Buyer’s receipt of the Sellers’ Representative’s written objections to the Draft Closing Statement, such dispute shall be governed by Section 2.4(c) below. The Draft Closing Statement, upon its acceptance by the Sellers’ Representative or as agreed between the Buyer and the Sellers’ Representative or as determined after any disputes have been resolved in accordance with Section 2.4(c) below, shall be referred to as the “Closing Statement,” and such statement shall include the Net Working Capital, Cash, the Company Expenses and the Indebtedness of the Companies, in each case as of the Closing Date (the "Estimated “Closing Statement") containing the Company's good faith estimate of the Date Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Capital,” “Closing Date Cash,” “Closing Date Company Expenses,” and (y) accrued as current liabilities on the Estimated “Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountDate Indebtedness,” respectively).

Closing Statement. As promptly as practicable, but no later than sixty (a60) At least five (5) business days prior to after the Closing Date, Buyer will cause to be prepared and delivered to the Company shall submit to Buyer Sellers’ Representative a written statement (the “Closing Statement”) setting forth Buyer’s good faith calculations, in accordance with the Accounting Principles, of estimated Current Assets and Current Liabilities (a)(i) the Net Working Capital as of 11:59 p.m. on the last day of the month Business Day immediately preceding prior to the Closing Date (the "Estimated “Closing Statement"Working Capital”), (ii) containing the Company's good faith estimate Cash of the Net Working Capital Amount Company as of 11:59 p.m. on the Business Day immediately prior to the Closing Date (the "Estimated Net Working Capital Amount"“Closing Cash”), which shall reflect (iii) the items required Indebtedness of the Company as of 11:59 p.m. on the Business Day immediately prior to be set forth inthe Closing Date (the “Closing Indebtedness”), and be prepared in a manner consistent with (iv) the preparation ofTransaction Expenses of the Company as of the Closing Date (the “Closing Transaction Expenses”), and (b) Buyer’s calculation of the Closing Date Purchase Price. Following delivery of the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes and upon reasonable request of the Estimated Net Working Capital AmountSellers’ Representative, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or Buyer and the Company from March 1will, 2011 through upon reasonable notice, provide the last day of the month immediately preceding the Closing Date Sellers’ Representative and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing its advisors with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the Company’s employees, books and records and personnel during normal business hours to the extent reasonably related to the Sellers’ Representative’s evaluation of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital AmountClosing Statement. If Buyer shall disagree, in good faith, with any item set forth in fails to deliver the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on within such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount sixty (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount60)-day period, the amount Sellers’ Representative will deliver to Buyer its own calculation of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to Working Capital, Closing Cash, the difference between Closing Indebtedness, the Estimated Net Working Capital Amount Closing Transaction Expenses and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital AmountClosing Date Purchase Price, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountSellers’ Representative’s calculation will be final and binding upon the Parties.

Closing Statement. Not less than two (a2) At least five (5) business days Business Days prior to the anticipated Closing Date, Parent shall provide Purchaser with a statement, certified by an executive officer of Parent, that contains Parent’s good faith estimate of, and reasonable detail and support for, each of (i) the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of Working Capital Adjustment Amount (the last day of the month immediately preceding “Estimated Working Capital Adjustment Amount”), (ii) the Closing Date Cash Amount (the "“Estimated Closing Cash Amount”), (iii) the Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), and (iv) the Closing Transaction Expense Amount (the “Estimated Transaction Expense Amount”, and such statement, the “Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"”), which shall reflect be accompanied by a notice that sets forth (i) Parent’s determination of the items required Closing Purchase Price based on such estimates and (ii) the account or accounts to which Purchaser shall transfer the Closing Purchase Price and any other amounts to be set forth in, paid or delivered pursuant to Section 2.3 (and the amount to be transferred to each such account). The Estimated Closing Statement shall be prepared in a manner consistent accordance with the preparation ofdefinitions set forth herein (including the Accounting Principles, as applicable), shall be certified by an executive officer of Parent and shall be based on the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes books and records of the Estimated Net Working Capital Amount, the parties hereto agree that 50% Transferred Entities. Following delivery of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, Purchaser and its Representatives shall be added as a credit permitted to reasonably access and reasonably review the books, records and work papers of Parent and its Subsidiaries to the estimated Net extent used or relied on in the calculations of the Estimated Working Capital Amount set forth on Adjustment Amount, the Estimated Closing Statement. Commencing with the Company's delivery of Cash Amount, the Estimated Closing Statement to BuyerIndebtedness Amount, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine Transaction Expense Amount and Parent shall, and shall cause its Subsidiaries (including the Estimated Net Working Capital AmountTransferred Entities) and its and their respective employees, then Buyer accountants and the Company shall workother Representatives to, reasonably cooperate with and assist Purchaser and its Representatives in good faithconnection with such review, to reach agreement on such disputed items upon reasonable advance written notice and the amounts as agreed to by Buyer during normal business hours and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal subject to the difference between the Estimated Net Working Capital Amount execution of customary access letters and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid restrictions caused by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountPandemic Measures.

Closing Statement. (a) At least five No more than three (53) business days and no less than one (1) day prior to Closing, the Parties shall jointly prepare or cause to be prepared a draft settlement statement (the “Preliminary Closing Statement”) that shall detail (i) the Purchase Price, (ii) the Estimated Working Capital (which shall reflect the prorations and adjustments calculated based on the most recent financial information available to the parties, but in no event on financial information earlier than as of the end of the month which expires two months prior to Closing (e.g. if Closing occurs on December 6, 2013, then through October 31, 2013)), (iii) the Closing Costs allocable to each of the parties pursuant to Section 7.4, (iv) all fees, costs and expenses payable to any third party and (v) the wiring instructions as set forth on Schedule 2.2(b). The Parties shall use commercially reasonable efforts to resolve any disagreements with respect to the determination of any such amounts in order to agree on a Preliminary Closing Statement as of the Closing Date and shall each provide such back up and support as may be reasonably necessary for the calculations set forth on the Preliminary Closing Statement. As soon as Seller and Buyer have agreed upon the Preliminary Closing Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. On the Closing Date, Buyer shall effect a wire transfer of federal funds to the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case Escrow Agent’s escrow account in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Preliminary Closing Statement or used to determine the Estimated Net Working Capital Amount, then and Sellers and Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement deposit with the Estimated Net Working Capital Amount (Escrow Agent the documents required by this Agreement and such other instruments as are reasonably required by the Escrow Agent or otherwise required to close the Escrow and consummate the purchase and sale of the Interests in accordance with the terms hereof. To the extent Sellers and Buyer are unable to agree by Closing on any item set forth in on the Estimated Preliminary Closing Statement (“Disputed Prorations”) the parties hereby agree that any such Disputed Prorations shall be retained by the Escrow Agent and disbursed subject to the joint written instructions of Sellers and Buyer or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth binding order issued in accordance with this Agreement. If Upon receipt of the Estimated Net Working Capital Amount is less than documents and funds in accordance with the Target Net Working Capital Amountterms of this Agreement and the Preliminary Closing Statement, the amount of Escrow Agent shall, on the Closing Payment Date: (i) disburse funds to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amountany persons or entities entitled thereto, the amount of as expressly stated in the Closing Payment Statement; (ii) deliver: (A) to be paid by Buyer pursuant Sellers, two originals of all documents deposited with the Escrow Agent; and (B) to Section 4.1(b)(i) shall be increased by an amount equal to Buyer, two originals of all documents deposited with the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountEscrow Agent.

Closing Statement. (a) At least No earlier than five (5) business days Business Days and no later than three (3) Business Days prior to the Closing Date, the Company shall submit deliver to Buyer Parent a written statement of estimated Current Assets (the “Closing Statement”) in a form reasonably acceptable to Parent, which statement shall be certified as complete and Current Liabilities correct by the Company’s most senior financial officer in his capacity as such and which shall accurately set forth, as of the last day Closing: (i) the names of each holder of Company Common Stock and Company SAFEs and whether such holder is an Accredited Company Stockholder; (ii) the number of shares of Company Common Stock held by each such holder as of immediately prior to the Closing (assuming for such purposes, that all Company SAFEs are reflected on an as converted to Company Common Stock basis); (iii) the portion of the month Aggregate Merger Consideration, the Closing Date Merger Consideration, the Indemnity Holdback Merger Consideration and (with respect to the amount thereof as then known) the Performance Holdback Merger Consideration payable to each such holder based on their Pro Rata Share; (iv) the portion of the Closing Date Stock Merger Consideration, the Indemnity Holdback Stock Merger Consideration and (with respect to the amount thereof as then known) the Performance Holdback Stock Merger Consideration to be allocated to each Accredited Company Stockholder based on such Person’s Accredited Company Stockholder Pro Rata Share; (v) the portion of the Closing Date Cash Merger Consideration, the Indemnity Holdback Cash Merger Consideration and (with respect to the amount thereof as then known) the Performance Holdback Cash Merger Consideration to be allocated to each Non-Accredited Company Stockholder based on such Person’s Non-Accredited Company Stockholder Pro Rata Share; (vi) a good faith estimate of the amount of all Indebtedness of the Company as of immediately prior to the Closing (the “Closing Company Indebtedness”); (vii) a good faith estimate of the amount of cash and cash equivalents of the Company as of 11:59 p.m. PST on the day immediately preceding the Closing Date (the "Estimated “Closing Statement"Company Cash”); (viii) containing the Company's a good faith estimate of the Net Working Capital Amount aggregate amount of all Company Transaction Expenses unpaid as of immediately prior to the Closing (the "Estimated Net Working Capital Amount"“Closing Company Transaction Expenses”), which ; and (ix) the Persons to whom payments in respect of any Closing Company Indebtedness and Closing Company Transaction Expenses are due and applicable amounts due to each such Person(s) together with payment instructions for the payment of such Closing Company Indebtedness and Closing Company Transaction Expenses. The Closing Statement shall reflect include reasonably detailed schedules and supporting documentation indicating a calculation of the items required to be set forth in, and be prepared in a manner consistent with the preparation ofAggregate Merger Consideration, the Closing Statement, in Date Merger Consideration (including each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date Stock Merger Consideration and the Closing Date Cash Merger Consideration), the Indemnity Holdback Merger Consideration (y) accrued as current liabilities on including each of the Estimated Closing StatementIndemnity Holdback Stock Merger Consideration and the Indemnity Holdback Cash Merger Consideration), shall be added as a credit (with respect to the estimated Net Working Capital Amount set forth on amount thereof as then known) the Estimated Closing Statement. Commencing with the Company's delivery Performance Holdback Merger Consideration (including each of the Estimated Performance Holdback Cash Merger Consideration and the Performance Holdback Stock Merger Consideration), the Closing Company Indebtedness, the Closing Company Cash, and the Closing Company Transaction Expenses. The Company shall consider in good faith any comments provided by Parent with respect to the Closing Statement to Buyer, Buyer shall have reasonable access at least two (2) Business Days prior to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountDate.

Closing Statement. As promptly as practicable, but no later than sixty (a60) At least five (5) business days prior to days, after the Closing Date, Buyer will cause to be prepared and delivered to the Company shall submit to Buyer Sellers’ Representative a written statement (the “Closing Statement”) setting forth Buyer’s good faith calculations of estimated Current Assets and Current Liabilities (a)(i) the Net Asset Value as of 11:59 p.m. on the last day of the month Business Day immediately preceding prior to the Closing Date (the "Estimated “Closing Statement"Net Asset Value”), (ii) containing the Company's good faith estimate Cash of the Net Working Capital Amount Acquired Companies as of 11:59 p.m. on the Business Day immediately prior to the Closing Date (the "Estimated Net Working Capital Amount"“Closing Cash”), which (iii) the Indebtedness of the Acquired Companies as of 11:59 p.m. on the Business Day immediately prior to the Closing Date (which, for the avoidance of doubt, shall reflect include the items required to be set forth inPayoff Amounts) (the “Closing Indebtedness”), and be prepared in a manner consistent with (iv) the preparation ofTransaction Expenses of the Acquired Companies as of the Closing Date (the “Closing Transaction Expenses”), and (b) Buyer’s calculation of the Closing Date Purchase Price. Following delivery of the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes and upon reasonable request of the Estimated Net Working Capital AmountSellers’ Representative, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall workwill provide the Sellers’ Representative and its advisors with access to the Acquired Companies’ employees, in good faith, books and records to reach agreement on such disputed items and the amounts as agreed extent reasonably related to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount Sellers’ Representative’s evaluation of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountStatement. If Buyer fails to deliver the Estimated Net Working Capital Amount is more than the Target Net Working Capital AmountClosing Statement within such sixty (60)-day period, the amount Sellers’ Representative will deliver to Buyer the Sellers’ Representative’s calculation of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to Net Asset Value, the difference between Closing Cash, the Estimated Net Working Capital Amount Closing Indebtedness, the Closing Transaction Expenses and the Target Net Working Capital AmountClosing Date Purchase Price, and the Sellers’ Representative’s calculation will be final, conclusive and binding upon the Parties.

Closing Statement. (a) At least five six (56) business days Business Days prior to the Closing Date, the Company shall submit deliver to Buyer Parent a written statement of estimated Current Assets and Current Liabilities as setting forth the Company’s good faith calculation (including the components thereof) of the last day of (i) the month immediately preceding Cash Adjustment Amount, (ii) the Stock Adjustment Amount, (iii) the Adjusted Cash Consideration, (iv) the Adjusted Stock Consideration, (v) the Closing Date Stock Amount, (vi) the "Estimated Closing Statement"Cash Amount, (vii) containing Initial Per Unit Cash Consideration, (viii) the Company's good faith estimate of Initial Per Unit Stock Consideration, (ix) the Net Working Capital Permitted Indebtedness Amount, and (x) the Defect Escrow Amount (the "Estimated Net Working Capital Amount"“Preliminary Closing Statement”), which shall reflect the items required to be set forth in, and be prepared in a manner consistent . Concurrently with the preparation of, delivery of the Preliminary Closing Statement, the Company shall deliver to Parent reasonable documentation in each case the possession of the Company or any of its Affiliates to support the items for which adjustments are proposed or made in accordance the Preliminary Closing Statement delivered by the Company and a brief explanation of any such adjustments and the reasons therefor. Within two (2) Business Days after its receipt of the Preliminary Closing Statement, Parent may submit to the Company in writing any good faith objections or proposed changes thereto (the “Notice of Disagreement”) and the Company shall consider all such objections and proposed changes in good faith. The Preliminary Closing Statement, with Section 4.6(bsuch changes agreed to by the Company and Parent, or, absent such agreement, delivered by the Company prior to the day that is the Business Day prior to the Closing (the “Closing Statement”), will be the calculation of such amounts at the Closing; provided, however, that for purposes of in the Estimated Net Working Capital Amountevent that, at Closing, there are any unresolved disputes between Parent and the parties hereto agree that 50% of Company regarding the amount of Fuel Sensor Damages Closing Statement, (x) actually expended by Parent or at Closing, the Company from March 1, 2011 through aggregate amount in dispute (the last day of the month immediately preceding “Section 2.9 Holdback Amount”) shall be paid into the Closing Date Statement Escrow Account pursuant to Section 2.7 and (y) accrued as current liabilities Parent and the Unitholder Representative shall attempt in good faith to resolve such disputes after Closing. If Parent and the Unitholder Representative are unable to resolve in good faith the disputes within five (5) Business Days after the Closing Date, such disputes shall be referred to an independent public accounting firm (the “Independent Accounting Firm”) mutually selected by Parent and the Unitholder Representative for a resolution of such dispute, in accordance with the requirements of this Section 2.9. If such Parties do not promptly agree on the Estimated Closing Statementselection of an independent public accounting firm, each of them shall appoint an independent public accounting firm (the fees, costs and expenses of such independent public accounting firm shall be added borne by the Party appointing such firm) and such two independent public accounting firms shall jointly select the Independent Accounting Firm. The determinations made by the Independent Accounting Firm with respect to any such dispute shall be final and binding upon the Parties for all purposes under this Agreement. Each of such Parties shall use its best efforts to cause the Independent Accounting Firm to render its determination as a credit soon as practicable after referral of such disputes to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing such firm, and each shall cooperate with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer such firm and shall have provide such firm with reasonable access to its books, records, personnel and representatives and such other information as such firm may require in order to render its determination. In making such determination, the books Independent Accounting Firm shall consider only those items and records amounts in the Closing Statement with which Parent has disagreed and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item are set forth in the Estimated Notice of Disagreement and were not otherwise resolved between Parent and the Unitholder Representative. In no event shall the resolution of any disputed item as determined by the Independent Accounting Firm be more favorable to the Company or the Holders than as reflected on the Closing Statement or used prepared by the Company with respect to determine such item, nor more favorable to Parent than shown in the Estimated Net Working Capital Amountproposed changes delivered by Parent pursuant to its Notice of Disagreement with respect to such item. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Unitholder Representative. In the event that, at Closing, any shares of Parent Common Stock are deposited in the Closing Statement Escrow Account, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount within five (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount5) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount Business Days following finalization of the Closing Statement (the “Final Closing Statement”), whether through the post-closing agreement of Parent and the Unitholder Representative or by the Independent Accounting Firm, Parent and the Unitholder Representative, shall execute and deliver a joint written instruction to the Escrow Agent to release from the Closing Statement Escrow Account (i) to the Holders (in accordance with the Payment Schedule) an aggregate number of shares of Parent Common Stock equal to be paid the number of shares, if any, by Buyer which (x) the aggregate number of shares of Parent Common Stock to which the Holders would have been entitled at Closing pursuant to Section 4.1(b)(i3.1(a)(ii) shall be reduced by an amount equal to if the difference between Final Closing Statement calculations had been used at the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount Closing instead of the Closing Payment Statement exceeds (y) the aggregate number of shares of Parent Common Stock actually paid to be paid by Buyer the Holders at Closing pursuant to Section 4.1(b)(i3.1(a)(ii), and (ii) shall be increased by an to Parent the aggregate amount equal to of all remaining shares of Parent Common Stock in the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountClosing Statement Escrow Account.

Closing Statement. As soon as practicable, but in any event no later than sixty (a60) At least five (5) business days prior to days, after the Closing Date, Bxxxx shall deliver to the Company shall submit to Buyer Seller Representative a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date statement, together with reasonable supporting detail (the "Estimated “Closing Statement") containing the Company's ”), setting forth Buyer’s good faith estimate of calculation of: (i) the Purchase Price, (ii) Base Purchase Price (the “Preliminary Base Purchase Price”), (iii) Closing Cash (the “Preliminary Closing Cash”), (iv) Closing Indebtedness (the “Preliminary Closing Indebtedness”), (v) Closing Net Working Capital Amount (the "Estimated “Preliminary Closing Net Working Capital Amount"Capital”) and (vi) Transaction Expenses (the “Preliminary Transaction Expenses”), which . The Closing Statement shall reflect the items required to be set forth in, and be prepared in a manner consistent accordance with GAAP. After the preparation of, delivery of the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes the Seller Representative and its Representatives shall be permitted to review the books and records of the Estimated Company and its Subsidiaries and the working papers of Buyer, the Company, and the independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Purchase Price, Preliminary Base Purchase Price, Preliminary Closing Cash, Preliminary Closing Indebtedness, Preliminary Closing Net Working Capital Amountand Preliminary Transaction Expenses therein, as well as the parties hereto agree that 50% relevant books and records of the amount Company and Buyer, and shall be provided with access to the current and former personnel and advisers of Fuel Sensor Damages (x) actually expended by Parent or Buyer and the Company from March 1, 2011 through who were involved in the last day preparation of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement in order to Buyer, ask questions and receive answers. Buyer shall have reasonable not, and shall cause the Company and its Subsidiaries not to, take any action to limit the Seller Representative and/or its Representatives access to the books and records of, and the current and former personnel of and advisors of, the Company and the opportunity to consult its Subsidiaries; provided, that, such access shall be in a manner that does not interfere with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy normal business operations of Buyer set forth in this Agreement. If or the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital AmountCompany.

Closing Statement. (a) At least five (5) business days prior to The preparation of the Closing Date, Statement shall be for the Company shall submit to Buyer a written statement sole purpose of estimated Current Assets determining differences in (i) Final Cash from Estimated Cash and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement"ii) containing the Company's good faith estimate of the Final Net Working Capital Amount (the "from Estimated Net Working Capital. (b) If the Equity Holder Representative disagrees with Purchaser’s calculation of Cash or Closing Net Working Capital Amount"delivered pursuant to Section 3.2(a), which shall reflect the items required to be set forth inEquity Holder Representative may, and be prepared in a manner consistent with the preparation of, within thirty (30) Business Days after delivery of the Closing Statement, deliver a notice to Purchaser stating that the Equity Holder Representative disagrees with such calculation and specifying in each case reasonable detail those items or amounts as to which the Equity Holder Representative disagrees and the basis therefor. (c) If a notice of disagreement shall be duly delivered pursuant to Section 3.2(b), the Equity Holder Representative and Purchaser shall, during the fifteen (15) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in accordance with Section 4.6(b); providedorder to determine, howeveras may be required, that the amount of Cash and/or Closing Net Working Capital. If, during such period, the Equity Holder Representative and Purchaser are unable to reach such agreement, they shall promptly thereafter engage the Independent Accountant and cause the Independent Accountant to review this Agreement and the disputed items or amounts for purposes the purpose of the Estimated calculating Cash and/or Closing Net Working Capital Amount(it being understood that in making such calculation, the parties hereto agree that 50% of the amount of Fuel Sensor Damages Independent Accountant shall (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date be functioning as an expert and not as an arbitrator and (y) accrued shall not have any authority to interpret any provision of this Section 3.2 or any other provision of this Agreement). Each of Purchaser and the Equity Holder Representative agree that it and each of its Affiliates shall not engage, or agree to engage the Independent Accountant to perform any services other than as current liabilities on the Estimated Independent Accountant pursuant hereto until the Closing Statement, shall be added as a credit to the estimated Statement and Final Cash and Final Net Working Capital Amount set forth on have been finally determined pursuant to this Section 3.2; provided that this shall not prohibit a portfolio company of the Estimated Closing StatementACAS Parties from engaging the Independent Accountant in the ordinary course operation of the business of such portfolio companies. Commencing Each of Purchaser and the Equity Holder Representative agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. If either the Purchaser or the Equity Holder Representative shall fail to enter into such an engagement letter within ten (10) Business Days after it is first proposed by the Independent Accountant, the other party may enter into such letter and bind both the Purchaser and the Equity Holder Representative so long as their obligations and rights thereunder are substantially the same. Purchaser and the Equity Holder Representative shall cooperate with the Company's delivery of Independent Accountant and promptly (but in any event on such timetable as the Estimated Independent Accountant shall promulgate) provide all documents and information reasonably requested by the Independent Accountant. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes Purchaser’s calculation of confirming or disputing the Estimated Cash and Closing Net Working Capital Amount. If Buyer as to which the Equity Holder Representative has disagreed in its notice of disagreement duly delivered pursuant to Section 3.2(b) and may not assign a value greater than the greatest positive or negative adjustment requested by a party and in no event shall disagree, in good faith, with any item set forth in the Estimated Closing Statement Final Cash or used to determine the Estimated Final Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated be less than Purchaser’s calculation of Cash or Closing Net Working Capital Amount. Notwithstanding delivered pursuant to Section 3.2(a) or more than the foregoing, Buyer's agreement with the Estimated Equity Holder Representative’s calculation of Cash or Closing Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer delivered pursuant to Section 4.1(b)(i) 3.2(b). The Independent Accountant shall be reduced by an amount equal deliver to the difference between Equity Holder Representative and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount date of engagement of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.Independent Accountant),

Closing Statement. As soon as possible, but in any event on or before the thirtieth (a30th) At least five day after Closing, Seller shall prepare and deliver to Parent a statement (5and supporting schedules) business days prior to (collectively the "Closing Statement") setting forth, in detail, calculation of the Closing Net Assets Value as of the Closing Date, which shall be certified by the Company shall submit Chief Accounting Officer of Seller as being prepared in accordance with the definitions herein and the accounting principles set forth on SCHEDULE 2.7(a), and to Buyer the extent a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date relevant principle is not set forth on SCHEDULE 2.7(a), then in accordance with those generally accepted accounting principles consistently applied with prior practice for earlier periods (collectively, the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital AmountSeller Accounting Principles"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the . For purposes of preparation of, of the Closing Statement, all calculations shall be made with precision, and lack of materiality shall not be a defense to the requirement of precise and proper determinations. Parent and its auditors or other representatives shall be provided an opportunity to review the procedures performed in each case in accordance connection with Section 4.6(b); provided, however, that for purposes preparation of the Estimated Net Working Capital AmountClosing Statement. Immediately following delivery of the Closing Statement, Seller shall make available, and shall cause its auditors to make available, all records, work papers and employees at Seller's expense reasonably requested by Parent in connection with its review of the Closing Statement. The Closing Statement, subject to any adjustments agreed to by Parent and Seller, shall be used for determining any post-Closing adjustments to the Initial Purchase Price, unless either party provides the other with a notice of dispute (a "Dispute Notice") within fifteen (15) days of receipt of the Closing Statement. If a Dispute Notice is given, Parent and Seller shall promptly meet in good faith to attempt to resolve any issues, and if any issues are unresolved within fifteen (15) days of the Dispute Notice, the parties hereto agree that 50% unresolved issues shall be submitted to a "Big Five" auditing firm with no material existing relationship to Parent or Seller, which shall be selected by Parent and approved by Seller, which approval will not be unreasonably withheld or delayed. The independent auditor shall be directed to issue a final and binding decision as to the matters in dispute within thirty (30) days of its engagement. The fees and expenses of the amount independent auditor shall be divided equally between the parties. The Closing Statement in the form accepted by Parent and Seller, or determined by the independent auditor, shall be used to adjust the Initial Purchase Price in the manner set forth in Section 2.7(c) of Fuel Sensor Damages (xthis Agreement. Any payments provided for in Section 2.7(c) actually expended shall be made within five business days of the acceptance of the Closing Statement or the independent auditor's decision. The full force and effect of the representations and warranties contained herein shall not be diminished by the Closing Statement, the acceptance thereof by Parent or the Company from March 1, 2011 through the last day decision of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amountindependent auditor.