Common use of Closing Statement Clause in Contracts

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, after the Closing Date, Buyers will cause to be prepared and delivered to Seller a statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, setting forth Buyers’ calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. (a) As promptly as practicablePromptly, but no later than ninety in any event within thirty (9030) days, days after the Closing DateClosing, Buyers will cause to be prepared and delivered Buyer shall furnish to Seller a written statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, ) setting forth Buyers’ calculation as of the Closing Working CapitalDate, Closing the Assumed Liabilities, the Net Amount of the Working Capital AdjustmentAssets, Closing Indebtednessthe Service Contracts Adjustment Amount, the Closing Cash Payment and the resulting Purchase Price. The Closing Cash ConsiderationStatement shall include the amount of each of the components of the Net Amount of the Working Capital Assets. Unless, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation within the 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 and/or (II) their calculation shall be conclusive and binding upon each of the Parties; provided, however, that the only basis on which Seller shall be permitted to submit an Item of Dispute is that such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees Item of Dispute was not prepared in accordance with the terms of this Agreement or the Closing Statements Statement contains a mathematical or Buyers’ calculation clerical error or errors. After the delivery of the Closing Cash ConsiderationStatement, as delivered pursuant to Clause 2.06(a) and calculated Buyer shall cooperate with Seller in accordance connection with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review Statement, including providing Seller and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use its accountants reasonable endeavours access during business hours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist materials used in the preparation of the Closing Statement. If, for whatever reason, Buyer does not furnish the Closing Statement within thirty (30) days after the Closing, the Estimated Closing Statement shall be conclusive and the calculation of Closing Cash Consideration and in the conduct binding upon each of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnelParties.

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) 60 days, after the Closing Date, Buyers Buyer will cause to be prepared and delivered to Seller a closing statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, ) setting forth Buyers’ Buyer’s calculation of the Closing (i) Working Capital, Closing Working Capital Adjustmentincluding all components thereof, Closing Indebtedness, Closing Cash and (ii) the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amountsAsset Value. (b) If Seller disagrees with the Closing Statements or Buyers’ Buyer’s calculation of Working Capital or the Closing Cash Consideration, as Seller Asset Value delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06Section 2.10(a), Seller may, within forty-five (45) 45 days after delivery of the documents referred to in Clause 2.06(aSection 2.10(a), deliver a notice to Buyers Buyer disagreeing with the Closing Statements and/or such calculation and setting forth which specifies Seller’s calculation of such amountamount and, in reasonable detail, Seller’s grounds for such disagreement. Any such notice of disagreement shall specify those items or amounts as to which Seller disagreesdisagrees (each, a “Disputed Item”), and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as and the calculation of Working Capital and the Seller Asset Value delivered pursuant to Clause 2.06(aSection 2.10(a). (c) If a notice of disagreement is shall be duly delivered pursuant to Clause 2.06(bSection 2.10(b), Buyers Buyer and Seller shall, during the fifteen (15) Business Days 30 days following such delivery, use their commercially reasonable best efforts to reach agreement on the disputed items Disputed Items or amounts in order to determine Working Capital and the Closing Cash ConsiderationSeller Asset Value. If, during such period, Buyers If Buyer and Seller are unable to reach such agreementagreement during such period, they shall promptly thereafter: (i) thereafter jointly retain an Accounting Referee and cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory Accounting Referee promptly to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts this Agreement and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts Disputed Items for the purpose of calculating Working Capital and the disputed items or amounts (the “Disputed Matters”)Seller Asset Value. In making such calculation, the Independent Accountants shall: (X) such Accounting Referee shall consider only the Disputed Matters; Items, and (Y) the determination of such Accounting Referee with respect to each Disputed Item shall act as experts and not as arbitrators. The Independent Accountants’ determination shallbe an amount within the range established with respect to such Disputed Item by Buyer’s calculation delivered pursuant to Section 2.10(a), in the absence of manifest error, be final and binding on the partiesone hand, and Seller’s calculation delivered pursuant to Section 2.10(b), on the other hand. The Independent Accountants Such Accounting Referee shall deliver to Buyers Buyer and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Considerationsuch calculation. Such report shall be final and binding upon Buyer and Seller. The cost of such review and report shall be borne between Buyers equally by Buyer and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers Buyer and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration Working Capital and the Seller Asset Value and in the conduct of the reviews referred to in this Clause 2.06Section 2.10, including the by making available to the extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. (ai) As promptly soon as practicablepracticable after the Closing Date, but no later than ninety the ninetieth (9090th) days, day after the Closing Date, Buyers will Buyer shall prepare, or cause to be prepared prepared, at the Company’s cost, and delivered deliver to Seller a statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, ) setting forth Buyers’ Buyer’s good faith calculation of the Closing Working CapitalPurchase Price and each of the Purchase Price Elements, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Considerationin each case, together with copies supporting documentation for such calculations reasonably requested by Seller. The Closing Statement shall be prepared in accordance with the terms 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 accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such documents, underlying source data, trial balances and other information used by Buyers in either Representatives of the Company (Iincluding the Company’s accountants) their preparation relevant to the review of the Closing Statement and/or and Buyer’s determination of Purchase Price Elements; provided, that (IIw) 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 calculation 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 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 amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. information would result (bin Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller disagrees with objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and Statement were not calculated in accordance with Schedule 2.06the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller may, shall within forty-five (45) days after delivery receipt thereof notify Buyer of the documents referred to same in Clause 2.06(awriting (an “Objection Notice”), deliver a which notice to Buyers disagreeing with shall specify the Closing Statements and/or disputed item(s) or amount(s), the basis of such calculation objection(s) in reasonable detail and setting forth Seller’s calculation proposed modification of such amountcalculation, item(s) or amount(s). Any If Seller does not deliver an Objection Notice within such notice of disagreement shall specify those items or amounts as to which Seller disagreesforty-five (45) day period, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a)and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (cii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a notice “Notice of disagreement is delivered pursuant to Clause 2.06(bDisagreement”), Buyers and Seller shall, the parties shall negotiate in good faith to reach an agreement during the fifteen (15) Business Days day period following delivery of such deliveryNotice of Disagreement from Buyer to Seller (the “Resolution Period”), use their commercially reasonable efforts and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to reach agreement Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the disputed items or amounts in order to determine the Closing Cash Consideration. parties. (iii) If, during such periodupon completion of the Resolution Period, Buyers Buyer and Seller are unable to reach such agreementan agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory thereafter submit to Buyers and Seller orthe Independent Accounting Firm for arbitration, in default of agreement, within ten (10) Business Days of accordance with the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants standards set forth in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”this Section 1.4(d), to promptly review the disputed items or amounts and so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the relevant sections of this Agreement relating to Closing Statement or the calculation of the disputed items or amounts for Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the purpose Notice of calculating the disputed items or amounts Disagreement, and been unable to reach agreement (the “Disputed Unresolved Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants Accounting Firm shall deliver to Buyers Seller and SellerBuyer, as promptly as practicable, a report setting forth their calculation determination of the Closing Cash ConsiderationUnresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The cost scope of such review and report the disputes to be resolved by the Independent Accounting Firm shall be borne between Buyers limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by and their respective Representatives (a copy of which the calculations by Buyers shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the case may be, differ from range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the final amounts Independent Accounting Firm and of any Disputed Matter decided enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accountants orAccounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in the absence of any such direction, fifty percent dispute and shall be determined by the Buyers and fifty percent Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Seller. (d) Buyers and Seller agree that they Independent Accounting Firm will, absent manifest error, be final, conclusive and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause binding on the members parties. Judgment may be entered upon the determination of the Target Group to, cooperate and assist Independent Accounting Firm in any court having jurisdiction over the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred party against which such determination is to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnelbe enforced.

Closing Statement. (a) As promptly as practicable, but no No later than ninety three (903) days, after Business Days prior to the Closing Date, Buyers will the Sellers shall, in consultation with the Buyer, prepare, or cause to be prepared and delivered to Seller the Buyer a statement (the “Closing Statement”), prepared on the basis which shall set out in Schedule 2.06forth: (a) a statement, setting forth Buyers’ calculation by ▇▇▇▇▇, of the Closing Working Capital, Closing Working Capital Adjustment, Closing aggregate amount of Seller Indebtedness (the “Estimated Seller Indebtedness, Closing Cash ”) and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other wire transfer account information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts.the payment thereof; (b) If Seller disagrees with each payee and amount payable thereto for each of the Transaction Expenses and the aggregate amount of the Transaction Expenses, to the extent not paid prior to the Closing Statements or Buyers’ calculation of Date (the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a“Estimated Transaction Expenses”), deliver a notice to Buyers disagreeing with and the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in wire transfer account information necessary for the Closing Statement as delivered pursuant to Clause 2.06(a).payment thereof; (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed MattersCash Closing Payment; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller.and (d) Buyers wire instructions (including bank account information) necessary for the payment of the balance of the Cash Closing Payment to the Sellers, such instructions to be verbally confirmed with the Sellers’ designees before wire initiation. Notwithstanding anything to the contrary in this Agreement, (A) the Buyer and Seller agree that they willits Affiliates shall be entitled to rely on the information, including wire transfer information, on the Closing Statement, without any obligation to investigate or verify the accuracy or correctness thereof, and will use reasonable endeavours to cause their respective accountants make payments in accordance therewith and (B) in no event shall the Buyer or any of its Affiliates have any liability to any Person (including the Sellers) in connection with any claims relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of allocation set forth therein or payments made by any Person in accordance therewith or that any amounts paid in accordance with the calculations set forth on the Closing Cash Consideration and Statement are in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnelany way insufficient.

Closing Statement. Seller and Buyer will jointly prepare and agree to, two (a2) As promptly as practicable, but no later than ninety (90) days, after business days prior to the Closing Date, Buyers will cause to be prepared and delivered to Seller a an estimated closing statement (the “Closing Statement”), prepared ) which shall reflect the amounts of the items requiring the prorations and adjustments in this Agreement. The amounts set forth on the Closing Statement shall be the basis set out in Schedule 2.06, setting forth Buyers’ calculation upon which the prorations and adjustments provided for herein shall be made as of the Closing Working CapitalDate, and shall be relied upon by Escrow Holder in making such prorations. After the Closing Working Capital AdjustmentDate, the Closing IndebtednessStatement shall be binding and conclusive on all parties hereto to the extent of the items covered by the Closing Statement, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used unless within thirty (30) days after receipt by Buyers in either (I) their preparation Buyer of the Closing Statement and/or Statement, either Buyer or Seller notifies the other that it disputes such Closing Statement, and specifying in reasonable detail the items it so disputes. The parties shall attempt in good faith to resolve such dispute. If such dispute is not resolved within thirty (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (4530) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement dispute by Buyer or Seller, the parties shall specify those items or amounts as submit such dispute to which a recognized accounting firm mutually agreed to by Buyer and Seller disagrees(“Outside Accountants”), and Seller the determination of the Outside Accountants, which shall be deemed to made within a period of fifteen (15) days after such submittal by the parties, shall be conclusive. In the event that, at any time within said thirty (30) day period, either party discovers any items which should have agreed with all other items and amounts contained been included in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict existsbut were omitted therefrom, such other firm of independent accountants of internationally recognized standing (who items shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, be adjusted in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants same manner as nominated by the President for if their existence had been known at the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and Statement. The foregoing limitation shall not apply to any item which, by its nature, cannot be finally determined within the calculation of period specified. However, no further adjustments shall be made beyond six (6) months after the Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnelDate.

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, Within 120 days after the Closing Date, Buyers Seller will cause prepare and deliver to be prepared Buyer a statement, as of immediately prior to the Effective Time, of current assets and delivered to Seller a statement current liabilities of the Acquired Companies of the type set forth on the June 30 Balance Sheet, except as provided in Section 3.2(b) (the “Closing Statement”), prepared . The date on the basis set out in Schedule 2.06, setting forth Buyers’ calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of which the Closing Statement and/or is delivered to Buyer is referred to herein as the “Delivery Date”. Seller will retain Deloitte & Touche LLP (II“D&T”) to audit the Closing Statement and to render their calculation draft report thereon stating that the Closing Statement has been prepared in accordance with the terms of such amounts, as are reasonably necessary for Seller Section 3.2(b). Such draft report of D&T will be delivered to review and verify such preparation and amounts. (b) If Seller disagrees Buyer together with the Closing Statements or Buyers’ calculation of Statement. Buyer will cause its employees and the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details employees of its suggested independent accountants, such independent accountants as nominated by Affiliates (including the President for the time being of the Institute of Chartered Accountants in England Acquired Companies) to assist Seller and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist its Representatives in the preparation of the Closing Statement and to assist D&T in connection with their audit of the calculation Closing Statement and their issuance of a draft report thereon; provided that such assistance will not unreasonably interfere with the 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 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 Cash Consideration Statement and their issuance of a draft report thereon. In addition, Buyer shall 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 waiver by Buyer and its Affiliates (including the 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 reflect, as of immediately prior to the Effective Time, all current assets and current liabilities of the Acquired Companies of the 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 conduct preparation of the reviews June 30 Balance Sheet as they relate to the current assets 3 and current liabilities to be included in the Closing Statement (including asset and liability valuations, cut-off procedures, revenue recognition, accounting for long-term contracts and materiality standards), including those set forth on Schedule 3.2(b), provided that: (i) GAAP (as in effect on June 30, 2006) accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies and accounting standards (including asset and liability valuations, cut-off procedures, revenue recognition, accounting for long-term contracts and materiality standards) will be utilized in the preparation of the Closing Statement for any accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies or accounting standards that were not utilized in the preparation of the June 30 Balance Sheet; (ii) the Closing Statement will not include any amounts for assets or liabilities being retained by Seller or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time or for liabilities to the extent that Seller or any of its Affiliates (other than the Acquired Companies) has paid such amounts on or after the Closing Date or has an obligation of payment, reimbursement or indemnification in respect thereof, including amounts for (A) Retained Assets, (B) Asbestos Liabilities, (C) Closing Date Indebtedness, (D) Retention Bonus Arrangements, (E) any pension plan Liabilities retained by Seller or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time, (F) any retirement medical plan Liabilities retained by Seller or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time, (G) any Liabilities related to FPE, or (H) any intercompany accounts settled or eliminated pursuant to Section 8.16; (iii) no amounts in respect of (A) liabilities related to environmental matters related to the Former Facilities located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇, South Carolina, (B) Income Taxes or (C) deferred Taxes shall be included in the Closing Statement; (iv) accounts payable in the Closing Statement shall not include any amounts related to (A) capital expenditures for property, plant or equipment or (B) any matters or items referred to in this Clause 2.06clauses (ii) or (iii) above; (v) for the purpose of calculating the U.S. dollars equivalent of any asset or liability to be included in the Closing Statement which is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall be used; and (vi) the Closing Statement will not reflect any adjustments which result from management decisions made by Buyer or any of its Affiliates (including the making available Acquired Companies) on or subsequent to the extent reasonably necessary Closing Date which change the operations or the manner in which the Business is conducted (including the discontinuation of books, records, work papers and personnelany product line or the cessation of any activities at any facility or similar events).

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, Within 90 days after the Closing Date, Buyers will cause 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 Expenses and the Indebtedness of the Companies, in each case as of the 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 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 prepared deemed accepted by the Sellers. In the event that the Sellers’ Representative object to the Draft Closing Statement, the Buyer and delivered the Sellers’ Representative shall attempt in good faith to Seller a 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 “Closing Statement”), prepared on the basis set out in Schedule 2.06, setting forth Buyers’ calculation of the Closing Date Net Working Capital, ,” “Closing Working Capital Adjustment, Date Cash,” “Closing Date Company Expenses,” and “Closing Date Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a,” respectively). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, 30 days after the Closing DateClosing, Buyers Buyer will prepare and deliver, or cause to be prepared and delivered delivered, to Seller the Shareholders’ Representative, a statement setting forth Buyer’s calculation of (i) Closing Working Capital, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) Company Transaction Expenses and (v) based on such amounts, the Final Adjustment Amount (the “Closing Statement”), ) together with reasonable supporting documentation therefor. The Closing Statement shall be prepared on the basis set out in Schedule 2.06, setting forth Buyers’ calculation accordance with GAAP. After receipt of the Closing Working CapitalStatement, Closing Working Capital AdjustmentShareholders’ Representative and its Representatives shall have access to (A) the books and records of the Company, Closing Indebtedness, Closing Cash B) the personnel (including accountants and advisors involved in the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement) of, and (C) work papers, prepared by, Buyer, each to the extent that they relate directly to the Closing Statement and/or and to such historical financial information relating to the Closing Statement as the Shareholders’ Representative may reasonably request for the purpose of reviewing the Closing Statement and preparing (IIif applicable) their calculation a Notice of such amounts, Disagreement (as are reasonably necessary for Seller to review and verify such preparation and amountsdefined below). (b) If Seller the Shareholders’ Representative disagrees with B▇▇▇▇’s calculation of any of the amounts set forth on the Closing Statements or BuyersStatement, the Shareholders’ calculation Representative may, within 30 days after receipt of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a)Statement, deliver a written notice (the “Notice of Disagreement”) to Buyers Buyer disagreeing with the Closing Statements and/or such calculation calculation(s) and setting forth Sellerthe Shareholders’ Representative’s calculation of such amount. Any disputed amount(s), a description in reasonable detail of the grounds for each such notice disagreement and the Shareholders’ Representative’s calculation of disagreement shall specify those items or amounts as to which Seller disagreesthe Final Adjustment Amount (and each component thereof), and Seller the Shareholders’ Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Statement, which shall be final, binding and conclusive for all purposes hereunder. If the Shareholders’ Representative fails to deliver a Notice of Disagreement within such 30-day period, the Shareholders’ Representative shall be deemed to have agreed to the Closing Statement as delivered pursuant to Clause 2.06(a)and all items and amounts set forth therein, which shall be final, binding and conclusive for all purposes hereunder. (c) If a notice Notice of disagreement Disagreement is timely delivered pursuant to Clause 2.06(b‎‎Section 2.05(b), Buyers the Shareholders’ Representative and Seller Buyer shall, during the fifteen (15) Business Days 60 days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine determine, as may be required, the Closing Cash ConsiderationFinal Amounts. If, during after the expiration of such period60-day period or any mutually agreed extension thereof, Buyers the Shareholders’ Representative and Seller Buyer are unable to reach such agreementagreement on all such items and amounts, they then, upon the request of the Shareholders’ Representative or Buyer, the Shareholders’ Representative and Buyer shall promptly thereafter: thereafter submit the remaining disputed items (ibut only such remaining disputed items) cause Deloitte LLP; or (ii) if to a material conflict exists, such other mutually agreed independent accounting firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers if such firm is unable or the Seller serving on the other details of its suggested independent accountantsunwilling to act, such other independent accountants accounting firm of internationally recognized standing as nominated shall be mutually agreed upon in writing by B▇▇▇▇ and the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller Shareholders’ Representative) (the “Independent AccountantsAccounting Referee”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts ) for the purpose of calculating the disputed items or amounts (the “Disputed Matters”)resolution. In making such calculationdetermination, the Independent Accountants shall: Accounting Referee (Xi) shall consider only those items or amounts in the Disputed Matters; Closing Statement as to which the Shareholders’ Representative has disagreed and which have not been resolved prior to submission to the Accounting Referee, (ii) shall not be entitled to hold any hearings or take or order the taking of depositions or other testimony under oath, (iii) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to Buyer than the Closing Statement or more favorable to the Shareholders’ Representative than the Notice of Disagreement and (Yiv) shall act not consider any proposals related to settlement of any disputed items made by any of the Parties. Each of Buyer and the Shareholders’ Representative shall be entitled to submit (with a copy to the other Party) to the Accounting Referee such documents and materials and to make such presentations and arguments as experts and not as arbitratorssuch Party shall deem necessary or appropriate; provided that neither Party shall have any ex parte communications with the Accounting Referee. The Independent AccountantsAccounting Referee is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Closing Statement or the Shareholders’ Representative’s Notice of Disagreement that was not submitted for resolution to the Accounting Referee or B) any determination shallas to compliance by the Company, any Shareholder, Buyer or any of their respective Affiliates, with any of their respective covenants in this Agreement. Neither Buyer nor the Shareholders’ Representative shall make, and the Shareholders’ Representative shall prevent any Shareholders from making, any communications with the Accounting Referee to which the Shareholders’ Representative is not a party, in the absence case of manifest errorcommunications by B▇▇▇▇, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, or Buyer is not a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants orparty, in the absence case of any such direction, fifty percent communications by the Buyers and fifty percent Shareholders’ Representative or the Shareholders. Any disputes not within the scope of the disputes to be resolved by the SellerAccounting Referee pursuant to this ‎‎Section 2.05(c) (as well as any disputes about the scope of disputes to be resolved by the Accounting Referee pursuant to this ‎Section 2.05(c)) shall be resolved pursuant to ‎Section 12.07. (d) Buyers The Accounting Referee shall deliver to the Shareholders’ Representative and Seller agree Buyer, as promptly as practicable and no later than 45 days after its appointment in connection with a Notice of Disagreement pursuant to ‎Section 2.05(c), a written report setting forth its determination, which shall be final and binding upon the Shareholders’ Representative, the Shareholders’ and Buyer absent Fraud or manifest error. The dispute resolution by the Accounting Referee under this ‎Section 2.05 shall constitute an expert determination and shall not constitute an arbitration. The fees and expenses of the Accounting Referee in connection with a Notice of Disagreement shall be borne by B▇▇▇▇ and the Shareholders’ Representative (on behalf of the Shareholders and as a Company Transaction Expense) in the same proportion as the aggregate amount of items disputed in such Notice of Disagreement submitted to the Accounting Referee that they willare unsuccessfully disputed by each such Party (as finally determined by the Accounting Referee) bears to the total amount of such items so submitted. For example, if the Shareholders’ Representative timely submits a Notice of Disagreement for items totaling $1,000, and will use reasonable endeavours to cause their respective accountants toif Buyer contests only $500 of such amount, and Buyers agree to cause the members Accounting Referee ultimately resolves the dispute by awarding the Shareholders’ Representative $300 of the Target Group to$500 contested, cooperate then the costs and assist in the preparation expenses of the Closing Statement Accounting Referee will be allocated 60% (i.e., 300/500) to Buyer and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.0640% (i.e., including the making available 200/500) to the extent reasonably necessary of booksShareholders’ Representative. All other costs, records, work papers fees and personnelexpenses incurred by the Parties in connection with resolving such dispute shall be borne by the Party incurring such cost and expense.

Closing Statement. (a) As promptly as practicable, but no Not later than ninety thirty (9030) days, after days following the Closing Date, Buyers will cause ▇▇▇▇▇-▇▇▇▇▇ shall deliver to be prepared and delivered to Seller each of the Selling Partners a statement computing the Enterprise Value (the “"Closing Statement”"), prepared on which Closing Statement shall include (i) the basis set out in Schedule 2.06, setting forth Buyers’ calculation notes receivable which are long-term assets of the Partnership as of the Closing Working CapitalDate (ii) the book value of all fixed assets of the Partnership, Closing Working Capital Adjustmentother than the timberlands, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation as of the Closing Date, (iii) the Working Capital of the Partnership as of the Closing Date, and (iv) a statement of the long-term portion of the Long-Term Debt outstanding on the Closing Date, the amount of any prepayment penalty paid by the Partnership as a result of the prepayment of the Long-Term Debt and the amount of any refinancing fee paid by the Partnership as a result of refinancing the Long-Term Debt. The Closing Statement and/or (II) their calculation shall be certified by the Chief Financial Officer of the Partnership and shall be accompanied by such amounts, work papers and other relevant documents relating to its preparation as are the Selling Partners may reasonably necessary for Seller to review and verify such preparation and amountsrequest. (b) If Seller disagrees the Selling Partners are both in agreement with the Closing Statements or Buyers’ calculation of amounts shown in the Closing Cash ConsiderationStatement, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of any difference between the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with amounts paid on the Closing Statements and/or such calculation Date and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or the amounts as to which Seller disagrees, and Seller shall be deemed to would have agreed with all other items and been paid on the Closing Date had the amounts contained shown in the Closing Statement as delivered pursuant been used to Clause 2.06(a). compute the amounts paid on the Closing Date shall be paid in immediately available funds by the party or parties from whom such payment is owing to the other party or parties within two (c2) If a notice business days of disagreement is delivered pursuant the delivery of the Closing Statement. However, in the event that one or both of the Selling Partners does not agree with the amounts shown in the Closing Statement, such Selling Partner and ▇▇▇▇▇-▇▇▇▇▇ shall jointly appoint an independent accounting firm to Clause 2.06(b)arbitrate the dispute. ▇▇▇▇▇-▇▇▇▇▇, Buyers on the one hand, and Seller shallthe disputing Selling Partner or Selling Partners, during on the fifteen (15) Business Days following other hand, shall bear equally the cost of retaining such delivery, accounting firm. The parties shall use their best commercially reasonable efforts to reach agreement on resolve any such dispute within thirty (30) days following the disputed items or amounts in order to determine delivery of the Closing Cash ConsiderationStatement. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days The determination of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) accounting firm shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the all parties. The Independent Accountants shall deliver to Buyers and Seller, Any adjustment required as promptly as practicable, a report setting forth their calculation consequence of the Closing Cash Consideration. The cost of such review and report arbitration shall be borne between Buyers and Seller paid in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. immediately available funds within one (d1) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members business day of the Target Group to, cooperate and assist in the preparation termination of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnelarbitration.

Closing Statement. (a) As promptly as practicable, but no The Service Provider shall provide to the Seller not later than ninety (90) days, 45 Business Days after the Closing Date, Buyers will cause to be prepared and delivered to Seller a statement certified by the Service Provider’s Chief Financial Officer that shall set out the Net Working Capital as at the Cutoff Time (the “Closing Statement”, and the Net Working Capital as at the Cutoff Time determined in accordance with this Agreement and set out in the Closing Statement, the “Closing Net Working Capital”), prepared on in the basis form set out in Schedule 2.06, setting forth Buyers’ calculation of 12. The Seller will make available to the Service Provider such information and documentation in its possession or control as may be reasonably required in order for the Service Provider to prepare the Closing Working CapitalStatement. Upon request by the Seller, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash the Service Provider shall provide such information and documentation in its possession or control as may be reasonably required by the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers Seller in either (I) their preparation of order to confirm the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amountsStatement. (b) If The Closing Statement shall become final and binding on the Parties on the 30th Business Day following receipt thereof by the Seller disagrees with unless the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such gives written notice of disagreement shall specify those items or amounts as its objections with respect to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant (a “Notice of Objection”) to Clause 2.06(a)the Service Provider on or prior to such date. Any Notice of Objection shall specify in reasonable detail the nature of any objections so asserted, including the dollar amount involved and the basis therefor. (c) If a notice Notice of disagreement Objection is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, the Service Provider during the fifteen (15) aforementioned 30 Business Days following such deliveryDay period, use their commercially reasonable efforts the Service Provider and the Seller shall work in good faith in an attempt to reach agreement on resolve in writing any differences that they may have with respect to any matter specified in the disputed items or amounts in order to determine the Closing Cash ConsiderationNotice of Objection. If, during at the end of such 30 Business Day period, Buyers the Service Provider and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving have not reached agreement on all of such matters, the other details matters that remain in dispute shall be submitted to a mutually agreeable (each Party acting reasonably) partner at any one of its suggested independent accountantsKPMG, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers PricewaterhouseCoopers, Ernst & Young or the Seller Deloitte (the “Independent Accountants”)) who shall be instructed to resolve such items within 20 Business Days. The Accountants shall determine the Net Working Capital as at the Cutoff Time, which shall be either the Seller’s proposed adjustment or the Service Provider’s proposed calculation as set out in the Closing Statement or such other amount as the Accountants deem to promptly review be correct. The fees and expenses of the disputed items or amounts and Accountants shall be paid by the relevant sections of this Agreement relating Seller and/or the Service Provider in proportion to the calculation of the disputed items extent to which each Party’s proposed adjustment or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such proposed calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided is not accepted by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the SellerAccountants. (d) Buyers and Seller agree that they willIf a Notice of Objection is received by the Service Provider within the 30 Business Day period specified in Section 4.3(b), and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of then the Closing Statement shall become final and binding upon the Parties on the earlier of (i) the date the Parties resolve in writing any differences they have with respect to all matters specified in the Notice of Objection, or (ii) the date all disputed matters specified in the Notice of Objection are finally resolved in writing by the Accountants. The Closing Statement shall be deemed amended to reflect the resolution in accordance with this Agreement of any differences or disputed matters, and upon becoming final and binding in accordance with this Agreement, shall constitute the “Final Closing Statement” and the calculation of Closing Cash Consideration Net Working Capital set out therein shall constitute the “Final Closing Net Working Capital”. For greater certainty, the final and in the conduct binding nature of the reviews referred to in this Clause 2.06, including Final Closing Statement shall not prejudice or limit the making available to rights or obligations of the extent reasonably necessary of books, records, work papers and personnelParties under Section 14.1.

Closing Statement. Within seventy-five (a75) As promptly as practicable, but no later than ninety (90) days, days after the Closing Date, Buyers will Purchaser shall cause to be prepared and delivered to the Seller Representative a statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, ) setting forth Buyers’ in reasonable detail its proposed calculation of (i) the Closing Working CapitalCapital prepared in accordance with the principles set forth on the Working Capital Example and on a basis consistent with the Accounting Principles, (ii) the Closing Working Capital Adjustment, (iii) the Closing Cash, (iv) the Company Indebtedness, (v) the Company Transaction Expenses, and (vi) based on the foregoing, the adjusted Purchase Price. The Closing Cash Statement shall be prepared in a manner consistent with each of the definitions of the terms in the immediately preceding sentence and the Accounting Principles. The Closing Statement shall be prepared in good faith, be based on facts and circumstances existing on the Closing Date and shall reasonably specify each item taken into account in Purchaser’s proposed calculation of the Purchase Price. The Closing Statement will entirely disregard (A) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby (except to the extent resulting from a breach of any representation, warranty or covenants of Sellers herein) or of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the transactions contemplated hereby, and (B) any of the plans, transactions, or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing Cash Considerationwith respect to the Company or its business or assets, together with copies or any facts or circumstances that are unique or particular to Purchaser or any of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation its assets or liabilities. In its delivery of the Closing Statement and/or (II) their calculation of such amountsStatement, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with Purchaser shall certify that the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated Statement was prepared in accordance with Schedule 2.06, Seller may, this Section 2.3(b). If Purchaser does not deliver a Closing Statement within fortysuch seventy-five (45) days after delivery of 75)-day period, then the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller Actual Adjustment shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a)equal zero. (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. (a) As promptly as practicable, but no later than ninety At least three (903) days, after Business Days prior to the anticipated Closing Date, Buyers will cause the Company shall prepare and deliver to be prepared and delivered to Seller BHAC (i) an estimated consolidated balance sheet of the Group Companies as of the Reference Time (the “Estimated Closing Balance Sheet”), (ii) a statement (the “Closing Statement”) setting forth the Company’s good faith estimate, together with reasonable supporting detail, of the Net Equity Value (including each component thereof), prepared on and the basis set out Net Debt Adjustment (including each component thereof), in Schedule 2.06, setting forth Buyers’ calculation each case as of the Closing Working Capitaland calculated in a manner consistent with the applicable definitions and amounts contained in this Agreement and with the books, records and financial statements of the Company, and (iii) a certification, duly executed by the Chief Financial Officer of the Company, that, solely in his or her capacity as an officer of the Company, the information and calculations set forth in the Estimated Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash Balance Sheet and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or are, and will be as of immediately prior to the Closing, (IIA) their calculation true and correct in all material respects and (B) prepared in accordance with the applicable provisions of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amountsthis Agreement. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) From and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a)Estimated Closing Balance Sheet, deliver a notice to Buyers disagreeing with until the date the Estimated Closing Statements and/or such calculation Balance Sheet and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered is deemed final pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b)this Section 2.6, Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they Company shall promptly thereafter: (i) cause Deloitte LLP; provide BHAC and its Representatives with reasonable access during reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Group Companies and to senior management personnel of the Company to the extent reasonably requested by BHAC or any of its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Closing Statement, (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship cooperate with Buyers or Seller) that is reasonably satisfactory to Buyers the BHAC and Seller or, its Representatives in default of agreement, within ten (10) Business Days connection with its review of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England Estimated Closing Balance Sheet and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and (iii) consider in good faith any potential adjustments raised by the calculation BHAC to the Estimated Closing Balance Sheet, no later than one (1) Business Day prior to the Closing. Absent manifest error, for all purposes under this Agreement, the final, binding and conclusive calculations of the Estimated Closing Cash Consideration Balance Sheet and the Closing Statement shall be those reflecting the adjustments (if any) made pursuant to clause (iii) of this Section 2.6(b). All payments to be made pursuant to this Agreement in connection with the consummation of the transactions contemplated hereby shall be calculated and paid on the basis of the amounts set forth in the conduct of Estimated Closing Balance Sheet and the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnelClosing Statement.

Closing Statement. (a) As promptly as practicableOn or before July 15, but no later than ninety (90) days1999, after the Closing Date, Buyers will cause Seller shall prepare and deliver to be prepared and delivered to Seller Buyer a statement (and supporting schedules) (collectively, the “Closing Statement”)"STATEMENT") setting forth, prepared on the basis set out in Schedule 2.06detail, setting forth Buyers’ calculation of the Closing Working CapitalAudited Annual Revenues, Closing Working Capital AdjustmentContract Revenues, Closing IndebtednessDeferred Revenues, Closing Cash and Net Inventory Value (all as defined in Section 2.3(b) below), which shall be (i) certified by the Chief Financial Officer of Seller as being prepared in accordance with the definitions thereof and the resulting Closing Cash Considerationaccounting principles set forth on Schedule 2.3(a), together and to the extent a relevant principle is not set forth on Schedule 2.3(a), then in accordance with copies those generally accepted accounting principles consistently applied with prior practice for earlier periods (collectively, the "TAB ACCOUNTING PRINCIPLES"), (ii) audited by Deloitte & Touche in connection with Seller's annual audit, and (iii) accompanied by a report of such documents, underlying source data, trial balances and other information used by Buyers Deloitte & Touche to the same effect as described in either (I) their i). For purposes of preparation of the Closing Statement and/or (II) their calculation Statement, all calculations shall be made with precision and lack of such amounts, as are reasonably necessary for Seller materiality shall not be a defense to review the requirement of precise and verify such proper determinations. Buyer and its auditors or other representatives shall be provided an opportunity to participate in the procedures performed in connection with preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after Statement. Immediately following delivery of the documents referred Statement, Seller shall make available, and shall cause Deloitte & Touche to make available, all records, work papers and employees at Seller's expense reasonably requested by Buyer in Clause 2.06(a)connection with its review of the Statement. The Statement, deliver subject to any adjustments agreed to by Buyer and Seller, shall be used for determining any post-Closing adjustments to the Purchase Price, unless Buyer provides Seller with a notice to Buyers disagreeing with of dispute (a "DISPUTE NOTICE") within thirty (30) days of receipt of the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amountStatement. Any such notice of disagreement shall specify those items or amounts as to which Seller disagreesIf a Dispute Notice is given, Buyer and Seller shall be deemed promptly meet in good faith to have agreed with all other items attempt to resolve any issues, and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the if any issues are unresolved within fifteen (15) Business Days following such deliverydays of the Dispute Notice, use their commercially reasonable efforts the unresolved issues shall be submitted to reach agreement on the disputed items an Independent Auditor. The Independent Auditor shall be a "Big Five" auditing firm with no material existing relationship to Buyer or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers Seller and if Buyer and Seller are unable to reach such agreementagree on its identity, they it shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days be designated by agreement of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitratorsparties' current auditors. The Independent Accountants’ determination shall, in the absence of manifest error, Auditor shall be directed to issue a final and binding on decision as to the matters in dispute within thirty (30) days of its engagement. The fees and expenses of the Independent Auditor shall be divided equally between the parties. The Independent Accountants shall deliver to Buyers and SellerStatement in the form accepted by Buyer, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided determined by the Independent Accountants orAuditor, shall be used to adjust the Purchase Price in the absence manner set forth in Section 2.3(c) of any such direction, fifty percent this Agreement. Any payments provided for in Section 2.3(c) shall be made within five business days of Buyer's acceptance of the 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 Buyers and fifty percent Statement, the acceptance thereof by Buyer or the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members decision of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnelIndependent Auditor.

Closing Statement. Within one hundred twenty (a120) As promptly as practicable, but no later than ninety (90) days, after days following the Closing Date, Buyers will cause the Buyer shall prepare and deliver to be prepared and delivered to the Seller a statement certificate executed by an authorized signatory of the Buyer (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, ) setting forth Buyers’ calculation the Buyer’s determination of the (i) Closing Working CapitalCash, Closing Working Capital Adjustment, (ii) Closing Indebtedness, Closing Cash (iii) Transaction Expenses, (iv) Net Working Capital and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances Net Working Capital Surplus or Net Working Capital Deficit and other information used by Buyers in either (Iv) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and Purchase Price calculated in accordance with Schedule 2.06, Seller may, within forty-five (45Section 2.2(a) days after delivery of and using the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting amounts set forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice instead of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following estimated amounts for each such delivery, use their commercially reasonable efforts to reach agreement on item used in calculating the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller orEstimated Purchase Price, in default of agreement, within ten (10) Business Days of each case determined in accordance with the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”)Balance Sheet Rules. In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation Following delivery of the Closing Cash Consideration. The cost of such review and report Statement, the Buyer shall be borne between Buyers and provide the Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of with any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of supporting documentation for the Closing Statement that the Seller may reasonably request and afford the calculation of Closing Cash Consideration Seller and in its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the conduct personnel, properties, books and records of the reviews referred Company and to any other information reasonably requested for purposes of reviewing the Closing Statement, subject, in all cases, to the Seller Post-Close Access Limitations. The Buyer shall cause the Company to authorize their accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations specified in this Clause 2.06Section 2.4; provided, including that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the making available non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants, subject, in all cases, to the extent reasonably necessary of books, records, work papers and personnelSeller Post-Close Access Limitations.

Closing Statement. (a) As promptly soon as practicablepossible, but no later than ninety in any event on or before the thirtieth (9030th) daysday after Closing, after Seller shall prepare and deliver to Parent a statement (and supporting schedules) (collectively the "Closing Statement") setting forth, in detail, calculation of the Closing Net Assets Value as of the Closing Date, Buyers will cause to which shall be certified by the Chief Accounting Officer of Seller as being prepared in accordance with the definitions herein and delivered to Seller a statement (the “Closing Statement”accounting principles set forth on SCHEDULE 2.7(A), prepared and to the extent a 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 basis set out in Schedule 2.06, setting forth Buyers’ calculation "Seller Accounting Principles"). For purposes of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation Statement, all calculations shall be made with precision, and lack of such amounts, as are reasonably necessary for Seller 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 and verify such preparation and amounts. (b) If Seller disagrees the procedures performed in connection with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct Statement. Immediately following delivery of the reviews referred Closing Statement, Seller shall make available, and shall cause its auditors to in this Clause 2.06make available, including the making available to the extent reasonably necessary of books, all records, work papers and personnelemployees 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 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 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 this Agreement. Any payments provided for in Section 2.7(c) 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 decision of the independent auditor.

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, Within 60 days after the Closing Date, Buyers will cause Purchaser shall prepare and deliver to be prepared and delivered to Seller a the Company an unaudited statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, setting forth Buyers’ calculation ) of the Working Capital of the Company as of immediately prior to the Closing (the “Closing Working Capital”), Closing Working Capital Adjustmentwhich shall be prepared in accordance with GAAP on a basis consistent with the accounting principles, Closing Indebtedness, Closing Cash practices and procedures used in the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the December 31, 2007 balance sheet included in the Financial Statements, as modified by the accounting principles, practices and procedures set forth on Schedule 2.3, regardless of any changes in GAAP following the date of this Agreement. Promptly upon the Company’s request, Purchaser shall make available to the Company copies of the work papers and back-up materials used by Purchaser in preparing the Closing Statement and/or (II) their calculation of and such amounts, other documents as are the Company may reasonably necessary for Seller to request in connection with its review and verify such preparation and amountsthereof. (b) If Seller disagrees with Within 30 days after the Closing Statements or Buyers’ calculation Company’s receipt of the Closing Cash ConsiderationStatement, the Company shall deliver to Purchaser a written statement either accepting the Closing Statement or specifying any objections thereto. If the Company does not deliver any such objections within such 30-day period, the Closing Statement shall become final and binding upon all parties. If the Company does deliver such objections within such 30-day period, and the parties cannot resolve such objections within 30 days after Purchaser’s receipt thereof, any remaining disputes shall be resolved by Deloitte & Touche LLP or another nationally recognized independent accounting firm mutually agreed upon by the Company and Purchaser (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within 30 days after its appointment, based solely on the presentations of Purchaser and the Company as to whether such objections have been determined in a manner consistent with this Agreement. The resolution of such disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon all parties and the Closing Statement, as delivered pursuant modified by such resolution, shall become final and binding upon the date of such resolution. The Accounting Firm shall apportion its fees and expenses between the Company, on the one hand, and Purchaser, on the other hand, based on the degree to Clause 2.06(a) which each party’s claims were unsuccessful, and calculated the parties shall pay the Accounting Firm in accordance with Schedule 2.06such determination. For example, Seller may, within forty-five (45if pursuant to this Section 2.3(b) days after delivery the Company submitted an objection affecting the Purchase Price in the amount of the documents referred $100,000 and prevailed as to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation $45,000 of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days Company would pay 55% of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being fees and expenses of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the SellerAccounting Firm. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. (a) As promptly as practicableWithin one hundred twenty (120) days following the Closing, but no later than ninety (90) days, after the Closing Date, Buyers will Acquiror shall prepare or cause to be prepared prepared, and delivered deliver to Seller the Securityholders’ Agent, a statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, ) setting forth Buyers’ Acquiror’s good faith calculation of the actual Company Debt of the Company as of the Effective Time (the “Proposed Company Debt”), the actual Transaction Expenses of the Company as of the Effective Time (the “Proposed Transaction Expenses”) and the actual Company Net Working Capital and Cash Balance as of the Effective Time (the “Proposed Working Capital”), together with a reasonably detailed explanation of, and documentation sufficient to confirm the accuracy of the computation of, such Proposed Company Debt, Proposed Transaction Expenses and Proposed Working Capital. Following the delivery of the Closing Statement, the Securityholders’ Agent and its representatives and agents shall be given reasonable access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Company and access to such individuals responsible for preparing the Closing Statement, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Closing Statement. If within thirty (30) days following receipt by the Securityholders’ Agent of the Closing Statement and supporting documentation, the Securityholders’ Agent does not object thereto in writing to Acquiror, then the Proposed Company Debt, the Proposed Transaction Expenses and the Proposed Working Capital shall constitute the actual Company Debt, the actual Transaction Expenses and the actual Company Net Working Capital and Cash Balance, respectively as of the Effective Time for purposes of this Agreement. If, within thirty (30) days following delivery of the Closing Statement and supporting documentation, the Securityholders’ Agent objects in writing thereto to Acquiror (describing in reasonable detail the specific items that are in dispute and the reasons for such dispute, and proposing alternative values with respect to such specific items), such Proposed Company Debt, Proposed Transaction Expenses or Proposed Working Capital, as applicable, shall be subject to the objection and resolution provisions set forth in Section 1.14(b) below. If Acquiror does not prepare and timely deliver a Closing Statement as described in this Section 1.14, the Estimated Company Debt, the Estimated Transaction Expenses, the Estimated Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Estimated Cash ConsiderationBalance delivered by the Company in the Spreadsheet or the Company Net Working Capital Certificate, together with copies of such documentsas applicable, underlying source datashall become the actual Company Debt, trial balances the actual Transaction Expenses, the actual Company Net Working Capital and other information used by Buyers the actual Cash Balance for all purposes hereunder. The Company Securityholders shall cooperate fully in either (I) their the preparation of the Closing Statement and/or (II) their calculation of such amountsStatement, as are reasonably necessary for Seller to review and verify such preparation and amountsif so requested. (b) If Seller disagrees with the Closing Statements Securityholders’ Agent timely objects to the Proposed Company Debt, the Proposed Transaction Expenses or Buyers’ calculation of the Closing Cash Consideration, as delivered Proposed Working Capital pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(aSection 1.14(a), deliver a notice then Acquiror and the Securityholders’ Agent shall negotiate in good faith and attempt to Buyers disagreeing with resolve the Closing Statements and/or such calculation particular items and setting forth Seller’s calculation of such amount. Any such values that are identified in the applicable written notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If objection over a notice period of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days commencing on receipt by Acquiror of such written notice of objection delivered pursuant to Section 1.14(a). Should such negotiations not result in an agreement as to the date of either actual Company Debt, the Buyers actual Transaction Expenses, the actual Company Net Working Capital or the Seller serving on actual Cash Balance, as applicable, within such period of ten (10) Business Days (or such longer period as Acquiror and the other details of its suggested Securityholders’ Agent may mutually agree), then any such disputed matter shall be submitted to and determined by an independent accountants, such independent accountants as nominated nationally recognized accounting firm that is mutually agreed upon by Acquiror and the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller Securityholders’ Agent (the “Independent AccountantsAccounting Firm”), . The Independent Accounting Firm shall be given reasonable access to promptly review all of the disputed items or amounts records of the Surviving Entity and the relevant sections Company Securityholders to resolve any dispute regarding the actual Company Debt, the actual Transaction Expenses, the actual Company Net Working Capital, or the actual Cash Balance, as applicable, which determination with respect to any disputed matters shall be submitted to Acquiror and the Securityholders’ Agent within twenty (20) Business Days of this Agreement relating to the calculation submission of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, matter to the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitratorsAccounting Firm. The Independent Accountants’ determination shall, Accounting Firm shall address only those items properly disputed in the absence of manifest error, be final and binding on the partiesaccordance with this Section 1.14(b). The Independent Accountants shall deliver to Buyers fees and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost expenses of such review and report Independent Accounting Firm incurred in resolving the disputed matter shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided equitably apportioned by the Independent Accountants orAccounting Firm based on the extent to which Acquiror, on the one hand, or the Securityholders’ Agent (on behalf of the Company Securityholders), on the other hand, is determined by the Independent Accounting Firm to be the prevailing party in the absence resolution of any such directiondisputed matters. The actual Company Debt, fifty percent by the Buyers actual Transaction Expenses, the actual Company Net Working Capital or the actual Cash Balance, as applicable, if any, properly disputed hereunder shall, after resolution of such dispute pursuant to this Section 1.14(b), be final, binding and fifty percent by the Sellerconclusive on all parties hereto. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. Seller shall cause its accounting staff (a"SELLER'S ACCOUNTANTS") As promptly to make such inventories, examinations and audits of the Hotel, and of the books and records of the Hotel, as practicableSeller'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, but 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 ninety five (905) days, after days prior to the Closing Date, Buyers will cause to be prepared and delivered to Seller a closing statement (THE "CLOSING STATEMENT"). The Closing Statement shall contain Seller's best estimate of the “amounts of the items requiring the prorations and adjustments in this Agreement. The amounts set forth on 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 conclusive on all parties hereto to the extent of the items covered by the Closing Statement”), prepared on the basis set out in Schedule 2.06, setting forth Buyers’ calculation unless within thirty (30) days after receipt by Buyer of the Closing Working CapitalStatement, either Buyer or Seller notifies the other that it disputes such Closing Working Capital AdjustmentStatement, Closing Indebtedness, Closing Cash and specifies in reasonable detail the resulting Closing Cash Consideration, together with copies of items and reasons that it so disputes. The parties shall attempt to resolve such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of dispute. If such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, dispute is not resolved within forty-five (45) days after delivery of the documents referred original notice by Buyer or Seller, then the parties shall submit such dispute to in Clause 2.06(aPann▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇5 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇UTSIDE ACCOUNTANTS"), and the determination of the Outside Accountants, which shall be made within a 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 notice final report to Buyers disagreeing with Buyer setting forth the final determination of all items to be included on the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amountStatement. Any such notice of disagreement shall specify those In the event that, at any time within said 90-day period, either party discovers any items or amounts as to which Seller disagrees, and Seller shall be deemed to should have agreed with all other items and amounts contained been included in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict existsbut were omitted therefrom, such other firm of independent accountants of internationally recognized standing (who items shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, be adjusted in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants same manner as nominated by the President for if their existence had been known at the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and Statement. The foregoing limitation shall not apply to any item which, by its nature, cannot be finally determined within the calculation of period specified. However, no further adjustments shall be made beyond nine (9) months after the Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnelDate.

Closing Statement. (a) As promptly as practicablePromptly, but no later than ninety (90) days, after the Closing Date, Buyers will cause to be prepared and delivered to Seller a statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, setting forth Buyers’ calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, any event within forty-five (45) days after the Closing, Buyer shall furnish to Seller a written statement (the "Closing Statement") setting forth as of the Closing the current assets purchased by Buyer minus current liabilities assumed by Buyer (but not including any amounts of legal fees of Seller to be paid by Buyer pursuant to Section 3.2, or any deferred revenues of Seller) (the "Closing Working Capital"). Unless within the thirty (30) day period following the Seller's receipt of the Closing Statement, the Seller delivers written notice to Buyer (the "Dispute Notice") setting forth in reasonable detail any and all items of disagreement related to the Closing Statement (each, an "Item of Dispute"), the Closing Statement shall be conclusive and binding upon each of the Parties; provided that the only basis on which the Seller shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with the guidelines and procedures set forth in this Agreement or the Closing Statement contains an error or errors. Seller shall cooperate fully with Buyer in connection with the preparation of the Closing Statement. After the delivery of the documents referred to in Clause 2.06(a)Closing Statement, deliver a notice to Buyers disagreeing Buyer shall cooperate with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed in connection with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost Statement, including, without limitation, by providing the Seller and its accountants reasonable access, for a reasonable period of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Sellertime, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. during business hours to materials (dincluding accountants' work papers) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist used in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnelStatement.

Closing Statement. (a) As promptly as practicable, but no Not later than ninety two (902) daysBusiness Days prior to the Closing, after the Closing DateSeller or its agents or designees shall prepare, Buyers will cause to be prepared and delivered to promptly thereafter, Seller and Purchaser shall jointly agree upon, a closing statement (the “Closing Statement”), prepared on ) that will show the basis set out in Schedule 2.06, setting forth Buyers’ calculation net amount due either to Seller or to Purchaser as the result of the Closing Working Capitaladjustments and prorations provided for in this Agreement, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and such net due amount shall be added to or subtracted from the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation cash balance of the Closing Statement and/or (II) their calculation of such amountsPurchase Price to be paid to Seller at the Closing, as are reasonably necessary for Seller to review and verify such preparation and amounts. applicable. Not later than the date that is one hundred eighty (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45180) days after delivery the Closing Date, Seller and Purchaser shall jointly prepare a final closing statement reasonably satisfactory to Seller and Purchaser in form and substance (the “Final Closing Statement”) setting forth the final determination of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation adjustments and prorations provided for herein and setting forth Seller’s calculation any items that are not capable of being determined at such amount. Any time (and the manner in which such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (155) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days party's receipt of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitratorsapproved Final Closing Statement. The Independent Accountants’ determination shalladjustments, prorations and determinations agreed to by Seller and Purchaser in the absence of manifest error, Final Closing Statement shall be final conclusive and binding on the parties. The Independent Accountants parties hereto except for any items that are not capable of being determined at the time the Final Closing Statement as agreed to by Seller and Purchaser, which items shall deliver to Buyers be determined and Seller, as paid promptly as practicable, a report setting forth their calculation soon as they are capable of being determined and except for other amounts payable hereunder pursuant to provisions which survive the Closing. Prior to and following the Closing Cash Consideration. The cost of Date, each party shall provide the other with such review and report shall be borne between Buyers and Seller in such proportions information as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Sellerother shall reasonably request (including, as the case may bewithout limitation, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available access to the extent reasonably necessary of books, records, work papers files, ledgers, information and personneldata with respect to the Property during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for herein.

Closing Statement. (a) As promptly as practicable, but no No later than ninety (90) days, 90 days after the Closing Date, Buyers will Purchaser shall cause to be prepared in good faith and delivered to Seller the Representative a statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, ) setting forth Buyers’ Purchaser’s calculation of the Purchase Price (“Closing Date Purchase Price”), together with an unaudited, consolidated balance sheet of the Blockers and the Fairway Group Companies as of the close of business on the Business Day immediately prior to the Closing Date and the derivation of the Closing Date Purchase Price therefrom. The Closing Statement will be prepared in a manner consistent with the definitions of the terms Working Capital, Closing Working Capital AdjustmentCash, Closing Indebtedness, Closing Cash Date Indebtedness and Transaction Expenses and the resulting Accounting Rules and shall take into account any reduction in Taxes of the Blockers that were included in the Estimated Purchase Price attributable to State Mitigation Measures in accordance with Section 9.8. The Closing Cash ConsiderationStatement will entirely disregard (i) any and all effects on the assets or liabilities of the Blockers and the Fairway Group Companies as a result of any financing or refinancing arrangements entered into at any time by Purchaser or its Affiliates or any other transaction entered into by Purchaser or its Affiliates in connection with the consummation of the Transaction, together and (ii) any of the plans, transactions, or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with copies respect to the Blockers or any Fairway Group Company or their respective businesses or assets, or any facts or circumstances that are unique or particular to Purchaser or its Affiliates or any of such documentstheir assets or liabilities. For the avoidance of doubt, underlying source dataunless the Representative otherwise agrees in writing, trial balances and other information used by Buyers in either (I) their preparation of Purchaser may not amend, adjust, supplement or modify the Closing Statement and/or (II) their calculation or the amount of such amounts, as are reasonably necessary for Seller Closing Date Purchase Price following its delivery to review and verify such preparation and amounts. (b) If Seller disagrees with the Representative. After the Closing Statements or Buyers’ calculation of the Closing Cash ConsiderationDate, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Sellerat Purchaser’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculationrequest, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) Representative shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and reasonably assist Purchaser in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and shall provide Purchaser with any reasonably requested information in the conduct of the reviews referred to connection therewith (in this Clause 2.06, including the making available each case to the extent reasonably necessary relevant to the preparation of booksthe Closing Statement). If Purchaser fails to deliver the Closing Statement within such 90-day period, recordsthen in addition to any other rights the Representative and Sellers may have under this Agreement, work papers the Representative shall have the right to elect that the Estimated Purchase Price be deemed to be the amount of the Closing Date Purchase Price and personnelbe final and binding and used for purposes of calculating the adjustment pursuant to Section 1.4(e). The Parties acknowledge that no adjustments may be made to the Working Capital Target.

Closing Statement. At least five (a5) As promptly as practicable, but no later than ninety (90) days, after Business Days prior to the Closing Date, Buyers will cause Seller shall deliver to be prepared and delivered to Seller Buyer a statement (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, ) setting forth Buyers’ calculation in reasonable detail (i) Seller’s good faith estimates of, as of the 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 Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Considerationpursuant to Section 1.4(d)), together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of reasonable supporting documentation with respect to the Closing Statement and/or (II) their 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 are 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 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 Seller Buyer to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation confirm Seller’s estimates of the Closing Cash Considerationamount of Leakage and the Transaction Expense Amount, as delivered pursuant (B) make available to Clause 2.06(a) and calculated in accordance with Schedule 2.06Buyer, Seller mayupon reasonable advance notice during normal business hours, within forty-five (45) days after delivery any employee of Seller, the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items Company or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist Subsidiaries who was involved in the preparation of the Closing Statement, and (C) provide Buyer with any other documentation or information that is reasonably requested by Buyer from Seller, the 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 good 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, the Closing Statement and the calculation 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 amounts payable by Buyer at the Closing Cash Consideration and in pursuant to Section 1.4. For the conduct avoidance of doubt, any failure by Buyer to deliver any notice of its disagreement with any portion of the reviews referred Closing Statement, or failure by Buyer to include in any such notice a portion of the Closing Statement with which Buyer disagrees, shall not affect, modify or otherwise prejudice in any way Buyer’s rights and remedies under this Clause 2.06Agreement, including the making available pursuant to the extent reasonably necessary of books, records, work papers and personnelSection 1.6.

Closing Statement. (ai) As promptly as practicable, but Promptly after the Closing Date and in any event no later than ninety (90) days, after 120 days following the Closing Date, Buyers will cause ▇▇▇▇▇ shall prepare and deliver to be prepared and delivered to Seller AT&T a written statement (the “Closing Statement”) setting forth Buyer’s good-faith calculation of (A) the Blocker Liability Amount as of Closing (the “Closing Blocker Liability Amount”), and (B) the resulting calculation of the Upfront Consideration (the “Closing Upfront Consideration”), in each case, together with reasonably detailed supporting documents for the calculation thereof and which was prepared on in accordance with the basis set out definitions as provided in Schedule 2.06this Agreement. (ii) If (x) AT&T does not object to ▇▇▇▇▇’s proposed Closing Statement by delivering a written notice of objection (a “Notice of Objection”) to Buyer within 60 days following delivery thereof to AT&T (the “Objection Period”) or (y) AT&T has accepted ▇▇▇▇▇’s proposed Closing Statement in writing, setting forth Buyers’ Buyer’s calculations, including the calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash Upfront Consideration and the resulting Closing Cash ConsiderationBlocker Liability Amount set forth in the Closing Statement, together with copies shall be deemed final and binding. The Notice of such documents, underlying source data, trial balances and other information used by Buyers in either (IObjection delivered within the Objection Period pursuant to this Section 2.3(b)(ii) their preparation of shall set forth AT&T’s objections to the Closing Statement and/or (II) their calculation of such amountsin reasonable detail with supporting materials together with an alternative Closing Statement, as are applicable. During the Objection Period, Buyer and its Subsidiaries shall provide reasonable access to all reasonably necessary relevant personnel, books and records and other financial information (subject to execution of any customary work paper access letters required by them), in each case, during normal business hours and upon reasonable advance notice, required by AT&T for Seller the purpose of reviewing the Closing Statement and preparing a Notice of Objection; provided, that Buyer shall not be required to review and verify such preparation and amountsprovide access to any information that is subject to an attorney-client or an attorney work-product privilege. (biii) If Seller disagrees with AT&T delivers a Notice of Objection to Buyer within the Objection Period, then any element of ▇▇▇▇▇’s proposed Closing Statements or Buyers’ calculation Statement that is not in dispute under such Notice of Objection at the expiration of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller Objection Period shall be deemed to have agreed with all other items final and amounts contained in binding for purposes of this Section 2.3. Any disputed elements of the proposed Closing Statement (“Disputed Adjustment Amounts”) shall be resolved as delivered pursuant to Clause 2.06(aset forth in this Section 2.3(b)(iii). (cA) The Parties shall endeavor in good faith to resolve the Disputed Adjustment Amounts listed in such Notice of Objection. If a notice written agreement determining the Disputed Adjustment Amounts has not been reached within 30 days (or such longer period as may be agreed by AT&T and Buyer) following the delivery of disagreement is delivered pursuant to Clause 2.06(b)the Notice of Objection, Buyers Buyer and Seller AT&T shall, during within 30 days following the fifteen (15delivery of the Notice of Objection, summarize its position regarding such dispute in a written document and submit such summaries, together with the Notice of Objection, Buyer’s proposed Closing Statement, and any other document(s) Business Days following such deliveryBuyer or AT&T desire to submit, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other office of an impartial nationally recognized firm of independent certified public accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers mutually agreed in writing by AT&T and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller Buyer (the “Independent AccountantsAccounting Expert”)) who, acting as experts and not arbitrators, shall resolve the Disputed Adjustment Amounts and make any applicable adjustments to promptly review the disputed items or amounts Closing Upfront Consideration, the Closing Blocker Liability Amount, and the relevant sections Closing Statement for purposes of this Agreement relating Section 2.3. AT&T and ▇▇▇▇▇ shall execute any agreement reasonably required by the Accounting Expert for its engagement hereunder. (B) Within 30 days of the submission of all documentation with respect to the calculation Notice of Objection to the disputed items or amounts for Accounting Expert, the purpose of calculating Accounting Expert shall render a decision regarding the disputed items or amounts (the “Disputed Matters”Adjustment Amounts in accordance with this Section 2.3(b)(iii)(B). In making such calculationdecision, the Independent Accountants shall: (X) consider Accounting Expert shall be bound by this Agreement, shall only resolve the Disputed Matters; Adjustment Amounts, shall make all adjustments regardless of materiality and (Y) shall act as experts not assign a value to any such Disputed Adjustment Amount outside the range of values assigned to such Disputed Adjustment Amount in the Closing Statement and not as arbitratorsthe Notice of Objection, respectively. The Independent Accountants’ Accounting Expert shall not conduct an independent investigation but shall instead base its determination on the written submissions of the Parties delivered pursuant to this Section 2.3 with respect to the Disputed Adjustment Amounts. (C) The Accounting Expert’s resolution of the Disputed Adjustment Amounts and its adjustments to the Closing Statement, the Closing Upfront Consideration, and the Closing Blocker Liability Amount set forth therein shall, in the absence of fraud or manifest error, be conclusive and binding upon the Parties for purposes of this Section 2.3. The Accounting Expert shall act as an expert, and not as an arbitrator, for the limited purpose of determining the resolution of the Disputed Adjustment Amounts and adjustments to the Closing Statement, the Closing Upfront Consideration, and the Closing Blocker Liability Amount and may not award damages, interest or penalties to any Party with respect to any matter. The Accounting Expert, once appointed, shall have no ex parte communications with the Parties concerning the Disputed Adjustment Amounts. All communications between any Party and the Accounting Expert shall be conducted in writing, with copies sent simultaneously to the other Parties in writing. The costs and expenses of the Accounting Expert shall be allocated between Buyer and AT&T based upon the percentage of the contested amount submitted to the Accounting Expert that is ultimately awarded to Buyer on the one hand or AT&T on the other hand, such that Buyer bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to AT&T, and AT&T bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Buyer. (D) The Closing Upfront Consideration and the Closing Blocker Liability Amount shall be recalculated based upon the final determination (or deemed determination) of the Accounting Expert with respect to the Disputed Adjustment Amounts, and the Final Upfront Consideration and the Final Blocker Liability Amount, as so recalculated, shall be deemed to be conclusive and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation Parties for purposes of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Sellerthis Section 2.3. (div) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause Within five Business Days following the members final determination of the Target Group toFinal Upfront Consideration in accordance with Section 2.3(b)(ii) or Section 2.3(b)(iii): (A) if the Estimated Upfront Consideration exceeds the Final Upfront Consideration, cooperate and assist in AT&T shall pay, or cause to be paid, to Buyer the preparation absolute value of the Closing Statement difference between the Final Upfront Consideration and the calculation Estimated Upfront Consideration (by wire transfer of Closing Cash immediately available funds to the account designated in writing by Buyer to AT&T); (B) if the Final Upfront Consideration equals the Estimated Upfront Consideration, then no adjustment to the Estimated Upfront Consideration shall be made and neither AT&T nor Buyer shall pay any amounts to the other pursuant to this Section 2.3(b); or (C) if the Final Upfront Consideration exceeds the Estimated Upfront Consideration, Buyer shall pay, or cause to be paid, to AT&T the absolute value of the difference between the Final Upfront Consideration and in the conduct Estimated Upfront Consideration (by wire transfer of the reviews referred to in this Clause 2.06, including the making immediately available funds to the extent reasonably necessary of books, records, work papers and personnelaccount designated in writing by AT&T to Buyer).

Closing Statement. (a) As promptly as practicable, but no No later than ninety three (903) daysBusiness Days prior to the Closing, after the Closing Date, Buyers will cause to be prepared and delivered to Seller Company shall deliver a statement certified by the Chief Financial Officer of the Company, which shall set forth the Company’s calculation of the Cash at Closing Amount and which shall include the items described in Section 2.7(a), (b) and (c), below (the “Statement”). During the period between Buyer’s receipt of the Statement and the Closing, Buyer and the Company shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Statement and the Company shall afford to Buyer such access to its books and records related to the Statement as Buyer may deem necessary to verify the Statement. The Statement shall become final upon the earlier to occur of (i) the resolution (whether pursuant to the procedures set forth in Section 2.8 or otherwise) by Buyer and the Company of any disagreements they have with respect thereto (the “Closing Statement”), prepared on the basis set out in Schedule 2.06, setting forth Buyers’ calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) at 5:00 PM, New York time, on the second Business Day after the date the Company delivers the Statement to the Buyer, if Buyer has not notified the Company of any disagreements with respect to the Statement by that time. The Statement shall include the following: (a) (i) bank statements for the most recently concluded month and (ii) a material conflict existsroll-forward of the balances shown on such bank statements showing the amount in cash, such other firm cash equivalents, marketable securities and short term investments available in the Company’s accounts as of independent accountants the close of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory business on the day immediately prior to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either delivery of such Closing Statement which is not subject to any lien or right of set-off in favor of any third party, calculated using the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants same methods used in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement Company’s audited financial statements and the calculation of Closing Cash Consideration process and methods described in the conduct Schedule 4.6(h) of the reviews referred to in this Clause 2.06Company Disclosure Letter, including the same methods and assumptions used in making available good faith estimates in respect of cash equivalents, marketable securities and short term investments for which market valuations are not readily obtainable (“Cash”); and (b) an unaudited balance sheet of the Company as of the day immediately prior to the date of delivery of the Statement prepared in accordance with GAAP applied on a consistent basis using the same procedures and methods as used in preparing the audited financial statements of the Company (the “Closing Balance Sheet”), including a schedule of anticipated payments to be made by the Company during the period following delivery of the Statement to the extent reasonably necessary liabilities for such payments have not been accrued on the Closing Balance Sheet; and (c) the aggregate amount of books, records, work papers and personnelthe Designated Severance Obligations.

Closing Statement. (a) As promptly as practicable, but no later than Within ninety (90) days, days after the Closing Date, Buyers will cause 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 Expenses and the Indebtedness of the Companies, in each case as of the Effective Time (the calculations of such amounts shall not include: (i) the effects of the 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 prepared deemed accepted by the Sellers. In the event that the Sellers’ Representative object to the Draft Closing Statement, the Buyer and delivered the Sellers’ Representative shall attempt in good faith to Seller a 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 “Closing Statement”), prepared on the basis set out in Schedule 2.06, setting forth Buyers’ calculation of the Closing Date Net Working Capital, ,” “Closing Working Capital Adjustment, Date Cash,” “Closing Date Company Expenses,” and “Closing Date Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a,” respectively). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. (a) As promptly as practicable, but no Not later than ninety two (902) daysBusiness Days prior to the Closing, after the Closing DateSeller or its agents or designees shall prepare, Buyers will cause to be prepared and delivered to promptly thereafter, Seller and Purchaser shall jointly agree upon, a closing statement (the “Closing Statement”), prepared on ) that will show the basis set out in Schedule 2.06, setting forth Buyers’ calculation net amount due either to Seller or to Purchaser as the result of the Closing Working Capitaladjustments and prorations provided for in this Agreement, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and such net due amount shall be added to or subtracted from the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation cash balance of the Closing Statement and/or (II) their calculation of such amountsPurchase Price to be paid to Seller at the Closing, as are reasonably necessary for Seller to review and verify such preparation and amounts. applicable. Not later than the date that is one hundred eighty (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45180) days after delivery the Closing Date, Seller and Purchaser shall jointly prepare a final closing statement reasonably satisfactory to Seller and Purchaser in form and substance (the “Final Closing Statement”) setting forth the final determination of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation adjustments and prorations provided for herein and setting forth Seller’s calculation any items that are not capable of being determined at such amount. Any time (and the manner in which such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (155) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days party’s receipt of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitratorsapproved Final Closing Statement. The Independent Accountants’ determination shalladjustments, prorations and determinations agreed to by Seller and Purchaser in the absence of manifest error, Final Closing Statement shall be final conclusive and binding on the parties. The Independent Accountants parties hereto except for any items that are not capable of being determined at the time the Final Closing Statement is agreed to by Seller and Purchaser, which items shall deliver to Buyers be determined and Seller, as paid promptly as practicable, a report setting forth their calculation soon as they are capable of being determined and except for other amounts payable hereunder pursuant to provisions which survive the Closing. Prior to and following the Closing Cash Consideration. The cost of Date, each party shall provide the other with such review and report shall be borne between Buyers and Seller in such proportions information as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Sellerother shall reasonably request (including, as the case may bewithout limitation, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available access to the extent reasonably necessary of books, records, work papers files, ledgers, information and personneldata with respect to the Property during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for herein.

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, Within 120 days after the Closing Date, Buyers Seller will cause prepare and deliver to be prepared Buyer a statement, as of immediately prior to the Effective Time, of current assets and delivered to Seller a statement current liabilities of the Acquired Companies of the type set forth on the June 30 Balance Sheet, except as provided in Section 3.2(b) (the “Closing Statement”), prepared . The date on the basis set out in Schedule 2.06, setting forth Buyers’ calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of which the Closing Statement and/or is delivered to Buyer is referred to herein as the “Delivery Date”. Seller will retain Deloitte & Touche LLP (II“D&T”) to audit the Closing Statement and to render their calculation draft report thereon stating that the Closing Statement has been prepared in accordance with the terms of such amounts, as are reasonably necessary for Seller Section 3.2(b). Such draft report of D&T will be delivered to review and verify such preparation and amounts. (b) If Seller disagrees Buyer together with the Closing Statements or Buyers’ calculation of Statement. Buyer will cause its employees and the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details employees of its suggested independent accountants, such independent accountants as nominated by Affiliates (including the President for the time being of the Institute of Chartered Accountants in England Acquired Companies) to assist Seller and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist its Representatives in the preparation of the Closing Statement and to assist D&T in connection with their audit of the calculation Closing Statement and their issuance of a draft report thereon; provided that such assistance will not unreasonably interfere with the 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 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 Cash Consideration Statement and their issuance of a draft report thereon. In addition, Buyer shall 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 waiver by Buyer and its Affiliates (including the 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 reflect, as of immediately prior to the Effective Time, all current assets and current liabilities of the Acquired Companies of the 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 conduct preparation of the reviews June 30 Balance Sheet as they relate to the current assets and current liabilities to be included in the Closing Statement (including asset and liability valuations, cut-off procedures, revenue recognition, accounting for long-term contracts and materiality standards), including those set forth on Schedule 3.2(b), provided that: (i) GAAP (as in effect on June 30, 2006) accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies and accounting standards (including asset and liability valuations, cut-off procedures, revenue recognition, accounting for long-term contracts and materiality standards) will be utilized in the preparation of the Closing Statement for any accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies or accounting standards that were not utilized in the preparation of the June 30 Balance Sheet; (ii) the Closing Statement will not include any amounts for assets or liabilities being retained by Seller or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time or for liabilities to the extent that Seller or any of its Affiliates (other than the Acquired Companies) has paid such amounts on or after the Closing Date or has an obligation of payment, reimbursement or indemnification in respect thereof, including amounts for (A) Retained Assets, (B) Asbestos Liabilities, (C) Closing Date Indebtedness, (D) Retention Bonus Arrangements, (E) any pension plan Liabilities retained by Seller or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time, (F) any retirement medical plan Liabilities retained by Seller or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time, (G) any Liabilities related to FPE, or (H) any intercompany accounts settled or eliminated pursuant to Section 8.16; (iii) no amounts in respect of (A) liabilities related to environmental matters related to the Former Facilities located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇, South Carolina, (B) Income Taxes or (C) deferred Taxes shall be included in the Closing Statement; (iv) accounts payable in the Closing Statement shall not include any amounts related to (A) capital expenditures for property, plant or equipment or (B) any matters or items referred to in this Clause 2.06clauses (ii) or (iii) above; (v) for the purpose of calculating the U.S. dollars equivalent of any asset or liability to be included in the Closing Statement which is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall be used; and (vi) the Closing Statement will not reflect any adjustments which result from management decisions made by Buyer or any of its Affiliates (including the making available Acquired Companies) on or subsequent to the extent reasonably necessary Closing Date which change the operations or the manner in which the Business is conducted (including the discontinuation of any product line or the cessation of any activities at any facility or similar events). Anything contained herein to the contrary notwithstanding, the amounts set forth on the Closing Statement will not reflect any purchase accounting adjustments as a result of the acquisition of the Shares by Buyer. The Closing Statement will be prepared based solely on information available three days prior to the Delivery Date with regard to conditions that exist on the Closing Date. (c) The Closing Statement will be deemed to be the final, binding and conclusive Closing Statement (the “Final Closing Statement”) for all purposes on the 45th day after the Delivery Date unless Buyer delivers to Seller a written notice of its disagreement executed by Buyer (a “Notice of Disagreement”) prior to such date specifying in reasonable detail the nature of Buyer's objections to the Closing Statement. To be assertable in a Notice of Disagreement, an objection by Buyer with respect to any individual matter relating to the Closing Statement must assert that the Closing Statement was not prepared in accordance with the terms of Section 3.2(b) with respect to such matter and relate to an adjustment equal to or greater than $100,000. Buyer hereby waives the right to assert any objection with respect to the Closing Statement that is not asserted in a Notice of Disagreement delivered to Seller within 45 days after the Delivery Date. If a Notice of Disagreement is delivered to Seller within such 45 day period, then the Closing Statement (as adjusted, if necessary) will be deemed to be the Final Closing Statement for all purposes on the earlier of (x) the date Seller and Buyer resolve in writing all differences they have with respect to the Closing Statement or (y) the date the disputed matters are resolved in writing by the Unaffiliated Firm. In the event that disputed matters are resolved by the Unaffiliated Firm (as set forth below), the Final Closing Statement will consist of the applicable amounts from the Closing Statement (or amounts otherwise agreed to in writing by Seller and Buyer) as to items that have not been submitted for resolution to the Unaffiliated Firm, and the amounts determined by the Unaffiliated Firm as to items that were submitted for resolution by the Unaffiliated Firm. (d) During the 30 day period following the delivery of a Notice of Disagreement (the “Resolution Period”), Seller and Buyer will seek in good faith to resolve any differences they may have with respect to matters specified in the Notice of Disagreement. If, at the end of the Resolution Period, Seller and Buyer have not reached agreement on such matters, (i) Seller will have the right, within 30 days after the end of the Resolution Period, to advise Buyer in writing of Seller's position with respect to each of Buyer’s proposed adjustments that are in dispute (“Seller’s Letter”) and (ii) Buyer will have the right, within 30 days after the end of the Resolution Period, to advise Seller in writing of Buyer’s position with respect to each of Buyer’s proposed adjustments that are in dispute (“Buyer’s Letter”). During the Resolution Period, and, if at the end thereof, Seller and Buyer have not reached agreement on all matters specified in the Notice of Disagreement, for an additional 30 days, each party shall provide the other party and its Representatives with reasonable access, following reasonable notice, to books, recordsrecords and relevant personnel relating to the preparation of the Closing Statement and the Notice of Disagreement; provided that such access shall not unreasonably interfere with the normal work duties of any such personnel. Promptly following the end of the 30 day period after the Resolution Period (or, work papers if earlier, the later of (x) the date on which Seller delivers Seller’s Letter to Buyer and personnel(y) the date on which Buyer delivers Buyer’s Letter to Seller), Seller and Buyer will jointly engage a single arbitrator from the firm of KPMG LLP (or, if a representative of KPMG LLP is unable or unwilling to act in such capacity, a single arbitrator from the firm of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP) (the “Unaffiliated Firm”) to resolve the matters specified in the Notice of Disagreement that remain in dispute with respect to the Closing Statement by arbitration in accordance with the procedures set forth in this Section 3.2(d). In connection with such engagement, Buyer and Seller will each execute, if requested by the Unaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, Seller or Buyer will provide the Unaffiliated Firm with a copy of this Agreement, the Closing Statement, the Notice of Disagreement, Seller's Letter and Buyer's Letter. The Unaffiliated Firm will have the authority to request in writing such additional written submissions from Seller or Buyer as it deems appropriate; provided that a copy of any such submission will be provided to the other party at the same time as it is provided to the Unaffiliated Firm. Seller and Buyer will not make (or permit any of their Affiliates to make) any additional submission to the Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm. Seller and Buyer will not communicate (or permit any of their Affiliates to communicate) with the Unaffiliated Firm without providing the other party a reasonable opportunity to participate in such communication with the Unaffiliated Firm (other than with respect to written submissions in response to the written request of the Unaffiliated Firm). The Unaffiliated Firm will have 45 days to review the documents provided to it pursuant to this Section 3.2(d). Within such 45 day period, the Unaffiliated Firm will furnish simultaneously to Seller and Buyer its written determination with respect to each of the adjustments in dispute submitted to it for resolution. The Unaffiliated Firm will resolve the differences regarding the Closing Statement based solely on the information provided to the Unaffiliated Firm by Seller and Buyer pursuant to the terms of this Agreement (and not independent review). The Unaffiliated Firm's authority will be limited to resolving disputes with respect to whether the Closing Statement was prepared in accordance with the terms of Section 3.2(b) with respect to the individual items on the Closing Statement in dispute specified in the Notice of Disagreement (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other than amounts set forth on the Closing Statement that are in dispute). In resolving any disputed item, the Unaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by Seller or Buyer or less than the smallest value for such item asserted by Seller or Buyer. (e) The decision of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding upon Seller and Buyer. Such decision will be subject to specific performance pursuant to Section 15.17, and judgment may also be entered thereon as an arbitration award pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16, in any court of competent jurisdiction (subject to Section 15.11). The fees of the Unaffiliated Firm will be borne by Seller, on the one hand, and Buyer, on the other hand, in the same proportion that the dollar amount of disputed items lost by Seller, on the one hand, or Buyer, on the other hand, bears to the total dollar amount in dispute resolved by the Unaffiliated Firm. Each party will bear the fees, costs and expenses of its own accountants and all of its other expenses in connection with matters contemplated by this Section 3.2.

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, 90 days after the Closing Date, Buyers Sellers will cause to be prepared in accordance with GAAP and delivered to Seller Buyer a statement draft combined adjusted statement, together with notes thereto, of the Net Assets (which shall include any cash, cash equivalents and marketable securities remaining in any of the Companies at the Closing which are not otherwise transferred pursuant to Section 6.2(a)) as of the close of business on the Closing Date (the “"Closing Statement”), prepared ") including a schedule based on the basis set out in Schedule 2.06, such Closing Statement setting forth Buyers’ Sellers' calculation of the value of the Net Assets as of the Closing Working CapitalDate (the "Closing Net Asset Value"). The Closing Statement shall include line items and notes substantially consistent with those of the statement of Net Assets as of December 31, Closing Working Capital Adjustment1999 included in the Financial Statements. Buyer, Closing Indebtednessat its own expense, Closing Cash shall cause the Companies and Buyer's Affiliates and their respective employees to assist Sellers in the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or and shall provide Sellers and their independent auditors, Arthur Andersen LLP (II"Andersen"), ▇▇▇▇s▇ ▇▇ ▇▇▇ reason▇▇▇▇ ▇▇▇es to the personnel, properties and Books and Records relating to the Business for such purpose. The Closing Statement shall be accompanied by a draft audit report from Andersen stating that in its opi▇▇▇▇ ▇▇▇ Closing Statement presents fairly, in all material respects, the Net Assets as of the Closing Date in conformity with GAAP, consistently applied, and pursuant to the terms of this Agreement. The Closing Statement and the accompanying audit report are collectively referred to as the "Section 3.5(a) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amountsDocuments". (b) If Seller Buyer disagrees with the Closing Statements or Buyers’ Sellers' calculation of Closing Net Asset Value contained in the Closing Cash ConsiderationSection 3.5(a) Documents, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller Buyer may, within forty-five (45) 45 days after delivery of the documents referred to in Clause 2.06(a)Section 3.5 (a) Documents, deliver a notice to Buyers Sellers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s Buyer's calculation of such amountamount ("Notice of Disagreement"). Any such notice Notice of disagreement Disagreement shall specify those items or amounts as to which Seller Buyer disagrees, and Seller Buyer shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnel.Section 3.5

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, 90 days after the Closing Date, Buyers Sellers will cause to be prepared in accordance with GAAP and delivered to Seller Buyer a statement draft combined adjusted statement, together with notes thereto, of the Net Assets (which shall include any cash, cash equivalents and marketable securities remaining in any of the Companies at the Closing which are not otherwise transferred pursuant to Section 6.2(a)) as of the close of business on the Closing Date (the “"Closing Statement”), prepared ") including a schedule based on the basis set out in Schedule 2.06, such Closing Statement setting forth Buyers’ Sellers' calculation of the value of the Net Assets as of the Closing Working CapitalDate (the "Closing Net Asset Value"). The Closing Statement shall include line items and notes substantially consistent with those of the statement of Net Assets as of December 31, Closing Working Capital Adjustment1999 included in the Financial Statements. Buyer, Closing Indebtednessat its own expense, Closing Cash shall cause the Companies and Buyer's Affiliates and their respective employees to assist Sellers in the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or and shall provide Sellers and their independent auditors, Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ (II"Ande▇▇▇▇"), access at all reasonable times to the personnel, properties and Books and Records relating to the Business for such purpose. The Closing Statement shall be accompanied by a draft audit report from Ande▇▇▇▇ ▇▇▇ting that in its opinion the Closing Statement presents fairly, in all material respects, the Net Assets as of the Closing Date in conformity with GAAP, consistently applied, and pursuant to the terms of this Agreement. The Closing Statement and the accompanying audit report are collectively referred to as the "Section 3.5(a) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amountsDocuments". (b) If Seller Buyer disagrees with the Closing Statements or Buyers’ Sellers' calculation of Closing Net Asset Value contained in the Closing Cash ConsiderationSection 3.5(a) Documents, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller Buyer may, within forty-five (45) 45 days after delivery of the documents referred to in Clause 2.06(a)Section 3.5(a) Documents, deliver a notice to Buyers Sellers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s Buyer's calculation of such amountamount ("Notice of Disagreement"). Any such notice Notice of disagreement Disagreement shall specify those items or amounts as to which Seller Buyer disagrees, and Seller Buyer shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(aSection 3.5(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, Within 60 days after the Closing Date, Buyers the Buyer will, or will cause a Company to, prepare and deliver to be prepared the Sellers’ Representative a closing statement consisting of: (i) the Closing Balance Sheet; (ii) its calculation of the actual Working Capital; (iii) its calculation of the Transaction Payments; (iv) its calculation of the Closing Date Debt Payoff Amount; and delivered to Seller a statement (v) its calculation of the Purchase Price after taking into account the foregoing items (i) through (iv) (collectively, the “Closing Statement”), prepared on the basis set out in Schedule 2.06, setting forth Buyers’ calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (ba) If Seller disagrees with The Sellers’ Representative and its accounting representatives will be entitled to examine the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant work papers related to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation relevant books and records of the Companies and to discuss the preparation of the Closing Cash Consideration Statement with the Buyer. (b) The Sellers’ Representative may dispute any amounts reflected on the Closing Statement, but only if (i) the basis of its dispute is that the amounts reflected on the Closing Statement were not arrived at in accordance with this Agreement or resulted from a mistake of fact and (ii) the Sellers’ Representative shall have notified the Buyer and the Parent in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 days after the date the Parent delivered the Closing Statement to the Sellers’ Representative. To the extent that the Sellers’ Representative does not deliver such notice within such 30-day period, such amount shall be deemed final and binding on the Parties. In the event of such a dispute, the Sellers’ Representative and the Buyer shall attempt to reconcile their differences. If the Sellers’ Representative and the Buyer are unable to reach a resolution of such dispute within 30 days after receipt by the Buyer of written notice of dispute, the Sellers’ Representative and the Buyer shall submit the items remaining in dispute for resolution to the Resolution Accountant, with whom each Party represents that it has not had a prior material relationship in the conduct last five years, which shall be instructed to use its best efforts to render a decision as to all items in dispute within 30 days after such submission and their respective employees shall cooperate with the Resolution Accountant during its engagement. The Resolution Accountant shall consider only those items in dispute. Such decision shall be final and binding on the Parties. The fees and disbursements of the reviews referred to Resolution Accountant shall be allocated between the Buyer, on one hand, and the Sellers, on the other, in this Clause 2.06, including the making available same proportion that the aggregate dollar amount of unsuccessfully disputed items submitted by each such Party (as finally determined by the Resolution Accountant) bears to the extent reasonably necessary total dollar amount of booksdisputed items so submitted. In acting under this Agreement, recordsthe Resolution Accountant shall be entitled to the privileges and immunities customary of arbitrators. (c) The Closing Statement, work papers and personnelconsequently the determination of the Purchase Price (in each case as recalculated to reflect the resolution of any disputes resolved in accordance with Section 2.3(b)), shall be deemed final for the purposes of this Agreement upon the earlier of (i) the failure of the Sellers’ Representative to notify the Buyer of a dispute within 30 days after the date the Buyer delivered the Closing Statement to the Sellers’ Representative and (ii) the resolution of all disputes pursuant to Section 2.3(b).

Closing Statement. Within seventy-five (a75) As promptly as practicable, but no later than ninety (90) days, days after the Closing DateDate (the “Reconciliation Period”), Buyers will Purchaser shall cause to be prepared and delivered to Seller a statement setting forth Purchaser’s good faith calculation of the (i) Net Working Capital; (ii) Cash and Cash Equivalents; (iii) Transaction Expenses; (iv) Company Debt; and (v) Tax Refund Amount together with a calculation of Equity Value based on such amounts (the “Closing Statement”); provided, prepared on the basis set out in Schedule 2.06that, setting forth Buyers’ calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the if Purchaser fails to timely deliver or cause to be delivered a Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within fortyseventy-five (4575) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagreesDate, and Seller then the Estimated Closing Statement shall be deemed to have agreed with all other items and amounts contained in be the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice for purposes of disagreement is delivered pursuant to Clause 2.06(bSection 2.5(c), Buyers and Seller shallmay, during in its sole discretion, deliver a Dispute Notice with respect thereto in accordance with Section 2.5(c). The Closing Statement shall include reasonable supporting detail of each of the fifteen components of Equity Value and a reconciliation of such components with the amounts delivered in the Estimated Closing Statement. The Closing Statement shall (15A) be prepared based upon the books and records of the Company and its Subsidiaries as of the Measurement Time in accordance with the definitions as provided in this Agreement, (B) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the Transactions (including those arising from Accounting Standards Codification section 805 (i.e., Business Days following such delivery, use their commercially reasonable efforts to reach agreement Combinations)) and (C) be based on the disputed items or amounts in order to determine facts and circumstances as they exist as of the Closing Cash Consideration. If, during such period, Buyers Measurement Time and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have take into account (for purposes of establishing reserves or otherwise) any material relationship change, circumstance, act, decision, facts, information or development occurring after the Measurement Time. The post-Closing adjustment of Equity Value as set forth in this Section 2.5 is not intended to permit the introduction of different accounting principles, methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, judgments, assumptions, techniques or estimation methods with Buyers or Seller) that is reasonably satisfactory respect to Buyers and Seller or, in default of agreement, within ten financial statements (10) Business Days including any of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants foregoing as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating they relate to the nature of accounts, calculation of the disputed items levels of reserves or amounts for the purpose levels of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (Xaccruals) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the SellerAccounting Methodology. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct of the reviews referred to in this Clause 2.06, including the making available to the extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. (a) As promptly as practicable, but no later than ninety (90) days, Within 60 days after the Closing Date, Buyers will cause UDG shall deliver to be prepared and delivered to Seller the Purchaser a statement (the “"Closing Statement”), prepared on the basis set out in Schedule 2.06, ") setting forth Buyers’ calculation of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash Adjustment and the resulting Closing Cash Consideration, together with copies amounts of such documents, underlying source data, trial balances each of items (i)-(iii) in the definition of Book Value Adjustment (the "Book Value Calculation"). The Purchaser will provide to the Sellers and other information used by Buyers in either (I) their preparation its representatives access at all reasonable times to the Assets and any books and records related thereto for the purposes of preparing the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amountsStatement. (b) If Seller disagrees with the Closing Statements or Buyers’ calculation The Purchaser may, by notice given to UDG within 60 days of receipt of the Closing Cash ConsiderationStatement, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with dispute the Closing Statements and/or such calculation Adjustment and setting Book Value Calculation as set forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement, including the reasons therefor. If the Purchaser does not send such a notice, the Closing Statement and the Closing Adjustment and Book Value Calculation as delivered pursuant set forth therein shall be final and binding. If the Purchaser should send such a notice, the Purchaser and UDG shall seek in good faith to Clause 2.06(a). (c) If a notice resolve any dispute. During such period of disagreement is delivered pursuant to Clause 2.06(b)time, Buyers UDG and Seller shall, during the fifteen (15) Business Days following such delivery, Sellers' Accountants shall use their commercially reasonable efforts to reach agreement on cooperate with the disputed items or amounts in order Purchaser and the Purchaser's Accountants and provide access to determine the work papers of the Sellers' Accountants relevant to the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: Statement. (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who If the Purchaser shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation Purchaser and UDG shall not have reached written agreement as to the Closing Adjustment and Book Value Calculation prior to the 90th calendar day after the date of Closing Cash Consideration and in the conduct delivery of the reviews referred to in this Clause 2.06Closing Statement, including then either the making available Sellers or the Purchaser may by notice to the extent reasonably necessary other submit to the Unaffiliated Firm for determination, in accordance with this Section 1.8(c), the amount of books, records, work papers the Closing Adjustment. Any such determination made by the Unaffiliated Firm shall be conclusive and personnelbinding on all parties to this Agreement.

Closing Statement. (a) As promptly as practicable, but no No later than ninety three (903) daysBusiness Days prior to the Closing, after the Closing Date, Buyers will cause to be prepared and delivered to Seller Company shall deliver a statement (certified by the “Closing Statement”)Chief Financial Officer of the Company, prepared on which shall set forth the basis set out in Schedule 2.06, setting forth Buyers’ Company's calculation of the Cash at Closing Working CapitalAmount and which shall include the items described in Section 2.7(a), Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and verify such preparation and amounts. (b) If Seller disagrees with and (c), below (the Closing Statements or Buyers’ calculation "Statement"). During the period between Buyer's receipt of the Closing Cash ConsiderationStatement and the Closing, as delivered pursuant Buyer and the Company shall seek in good faith to Clause 2.06(a) and calculated in accordance resolve any differences that they may have with Schedule 2.06, Seller may, within forty-five (45) days after delivery of respect to the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained matters specified in the Closing Statement and the Company shall afford to Buyer such access to its books and records related to the Statement as delivered pursuant Buyer may deem necessary to Clause 2.06(a). (c) If a notice verify the Statement. The Statement shall become final upon the earlier to occur of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; the resolution (whether pursuant to the procedures set forth in Section 2.8 or otherwise) by Buyer and the Company of any disagreements they have with respect thereto (the "Closing Statement") or (ii) at 5:00 PM, New York time, on the second Business Day after the date the Company delivers the Statement to the Buyer, if Buyer has not notified the Company of any disagreements with respect to the Statement by that time. The Statement shall include the following: (a) (i) bank statements for the most recently concluded month and (ii) a material conflict existsroll-forward of the balances shown on such bank statements showing the amount in cash, such other firm cash equivalents, marketable securities and short term investments available in the Company's accounts as of independent accountants the close of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory business on the day immediately prior to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either delivery of such Closing Statement which is not subject to any lien or right of set-off in favor of any third party, calculated using the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants same methods used in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement Company's audited financial statements and the calculation of Closing Cash Consideration process and methods described in the conduct Schedule 4.6(h) of the reviews referred to in this Clause 2.06Company Disclosure Letter, including the same methods and assumptions used in making available good faith estimates in respect of cash equivalents, marketable securities and short term investments for which market valuations are not readily obtainable ("Cash"); and (b) an unaudited balance sheet of the Company as of the day immediately prior to the date of delivery of the Statement prepared in accordance with GAAP applied on a consistent basis using the same procedures and methods as used in preparing the audited financial statements of the Company (the "Closing Balance Sheet"), including a schedule of anticipated payments to be made by the Company during the period following delivery of the Statement to the extent reasonably necessary liabilities for such payments have not been accrued on the Closing Balance Sheet; and (c) the aggregate amount of books, records, work papers and personnelthe Designated Severance Obligations.

Closing Statement. (a) As promptly soon as practicablepossible, but no later than ninety in any event on or before the thirtieth (9030th) daysday after Closing, after Seller shall prepare and deliver to Parent a statement (and supporting schedules) (collectively the "Closing Statement") setting forth, in detail, calculation of the Closing Net Assets Value as of the Closing Date, Buyers will cause to which shall be certified by the Chief Accounting Officer of Seller as being prepared in accordance with the definitions herein and delivered to Seller a statement (the “Closing Statement”accounting principles set forth on SCHEDULE 2.7(a), prepared and to the extent a 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 basis set out in Schedule 2.06, setting forth Buyers’ calculation "Seller Accounting Principles"). For purposes of the Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and the resulting Closing Cash Consideration, together with copies of such documents, underlying source data, trial balances and other information used by Buyers in either (I) their preparation of the Closing Statement and/or (II) their calculation Statement, all calculations shall be made with precision, and lack of such amounts, as are reasonably necessary for Seller 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 and verify such preparation and amounts. (b) If Seller disagrees the procedures performed in connection with the Closing Statements or Buyers’ calculation of the Closing Cash Consideration, as delivered pursuant to Clause 2.06(a) and calculated in accordance with Schedule 2.06, Seller may, within forty-five (45) days after delivery of the documents referred to in Clause 2.06(a), deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement as delivered pursuant to Clause 2.06(a). (c) If a notice of disagreement is delivered pursuant to Clause 2.06(b), Buyers and Seller shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Cash Consideration. If, during such period, Buyers and Seller are unable to reach such agreement, they shall promptly thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to Buyers and Seller or, in default of agreement, within ten (10) Business Days of the date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts and the relevant sections of this Agreement relating to the calculation of the disputed items or amounts for the purpose of calculating the disputed items or amounts (the “Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Buyers and Seller, as promptly as practicable, a report setting forth their calculation of the Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller in such proportions as the Independent Accountants may direct taking into account the relative amount by which the calculations by Buyers or Seller, as the case may be, differ from the final amounts of any Disputed Matter decided by the Independent Accountants or, in the absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the Target Group to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Cash Consideration and in the conduct Statement. Immediately following delivery of the reviews referred Closing Statement, Seller shall make available, and shall cause its auditors to in this Clause 2.06make available, including the making available to the extent reasonably necessary of books, all records, work papers and personnelemployees 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 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 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 this Agreement. Any payments provided for in Section 2.7(c) 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 decision of the independent auditor.