Common use of Final Calculations Clause in Contracts

Final Calculations. (i) No later than May 3, 2017, Buyer shall prepare and deliver to the Representative a statement setting forth Buyer’s good faith estimate of (A) the Target Working Capital and (B) each of the Cash Amount, the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, in each case as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses on the Closing Date, and, based on such numbers, Buyer’s good faith calculation of the Closing Cash Payment as of the Closing Date (the “Closing Statement”). Upon receipt of the Closing Statement, the Representative and his accountants will be given reasonable access to the Company’s relevant books, records and work papers related to the Closing Statement during reasonable business hours for the purpose of verifying the Closing Statement; provided that such access shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Company. If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his disputes or objections (the “Objection Disputes”) to the Closing Statement and the Representative’s proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to Buyer within thirty (30) days after receipt of the Closing Statement by the Representative, then the Closing Statement as originally received by the Representative shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Wolf & Company, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions of this type (the “Independent Auditor”) to resolve such Objection Disputes. The Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final and binding upon the Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to the Shareholder and the Company Payees than is proposed in the Objection Statement. Buyer, on the one hand, and the Shareholder and the Company Payees, on the other hand, shall split and pay equally all of the fees, costs and expenses of the Independent Auditor. The final Closing Statement, however determined pursuant to this Section 3.5(b), will produce the Working Capital Surplus or Working Capital Deficit, if any, and the Cash Amount, the outstanding amount of all Funded Debt as of the close of business on the Closing Date, and the Transaction Expenses, in each case to be used to determine the final Closing Cash Payment. The process set forth in this Section 3.5(b) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Target Working Capital, Working Capital, the Cash Amount, the outstanding amount of all Funded Debt, or the Transaction Expenses, without prejudice to any rights or remedies of any Party against any other Party in respect of a breach of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recovery. (ii) If after the final determination pursuant to clause (i) above, the final Closing Cash Payment is greater than the Estimated Closing Cash Payment, then Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Shareholder and each Company Payee the difference between the final Closing Cash Payment and the Estimated Closing Cash Payment, by wire transfer of immediately available funds to the Shareholder and each Company Payee, each such payment equal to such difference multiplied by the applicable percentage set forth on the Merger Consideration Payment Schedule, less any applicable withholding. If after the final determination pursuant to clause (i) above, the Estimated Closing Cash Payment is greater than the final Closing Cash Payment, the Shareholder and each Company Payee shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to Buyer the difference between the Estimated Closing Cash Payment and the final Closing Cash Payment, by wire transfer of immediately available funds to Buyer, each such payment equal to such difference multiplied by the applicable percentage set forth on the Merger Consideration Payment Schedule. (iii) The Shareholder, each Company Payee and Buyer agree to treat any payment made pursuant to this Section 3.5 as an adjustment to the Merger Consideration for federal, state, local and foreign Tax purposes, except as otherwise required by applicable Law.

Final Calculations. (i) No later than May 3, 2017Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Representative (a) a statement setting forth Buyer’s good faith estimate calculation of (A1) the Target Working Capital (and the Working Capital Surplus or Working Capital Deficit, if any), (B2) each of the Cash Amount, (3) the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, in each case as of Debt immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or Closing, (4) the Transaction Expenses Amount, and (5) based on the Closing Dateamounts set forth in clauses (1) through (4), and, based on such numbers, Buyer’s good faith calculation of the Closing Cash Payment as of the Closing Date (the “Closing Statement”) and (b) make available to the Representative all reasonably requested records and work papers necessary to compute and verify the information set forth in the Closing Statement. If Buyer does not deliver the Closing Statement to the Representative within sixty (60) days after the Closing Date, then, at the election of the Representative (acting in its sole discretion), either (x) the Representative may prepare and present the Closing Statement within an additional thirty (30) days thereafter or (y) the Estimated Closing Statement will be deemed to be the final Closing Statement in accordance with this Section 3.04(b). Upon receipt If the Representative elects to prepare the Closing Statement in accordance with the immediately preceding sentence, then Representative shall deliver written notice to Buyer of such election and all subsequent references in this Section 3.04(b)(i) to Buyer, on the one hand, and the Representative, on the other hand, will be deemed to be references to the Representative, on the one hand, and Buyer, on the other hand, respectively. After delivery of the Closing Statement, the Representative and his its accountants will shall be given permitted to make reasonable access to inquiries of Buyer and the Company’s relevant books, records Company and work papers related to their accountants regarding questions concerning or disagreements with the Closing Statement during reasonable business hours for arising in the purpose course of verifying the Closing Statement; provided that such access shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Companytheir review thereof. If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his its disputes or objections (the “Objection Disputes”) to the Closing Statement and and, to the extent practical, the Representative’s proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to Buyer within thirty (30) days after receipt of the Closing Statement by the Representative, then the Closing Statement as originally received by the Representative shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Wolf & Companythe New York, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions New York office of this type ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Independent Auditor”) to resolve such Objection Disputes. If ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP refuses or is otherwise unable to act as the Independent Auditor, then Buyer and the Representative shall cooperate in good faith to appoint a nationally recognized independent accounting firm mutually agreeable to Buyer and the Representative, in which event “Independent Auditor” shall mean such firm. The Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final and binding upon the PartiesParties and not subject to review by a court or other tribunal; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to the Shareholder and the Company Payees Representative than is proposed in the Objection - 9 - Statement. If any unresolved Objection Disputes are submitted to the Independent Auditor, then, for purposes of this Section 3.04(b), Buyer shall be the prevailing party in such proceeding if a majority of the dollar amount of the unresolved Objection Disputes are decided by the Independent Auditor in favor of Buyer, on the one hand, and the Shareholder Representative shall be the prevailing party if a majority of the dollar amount of the unresolved Objection Disputes are decided by the Independent Auditor in favor of the Representative (e.g., if there are $200,000 of disputed items to be determined by the Independent Auditor and the Company PayeesIndependent Auditor determines that Buyer’s claims prevail with respect to $125,000 and the Representative’s claims prevail with respect to $75,000, on then Buyer would be the other hand, prevailing party). The Party that is not the prevailing party shall split and pay equally all of the fees, costs and expenses of the Independent Auditor. The final Closing Statement, however determined pursuant to this Section 3.5(b3.04(b), will produce the Working Capital Surplus or Working Capital Deficit, if any, and the Cash Amount, the outstanding amount of all Funded Debt as of immediately prior to the close of business on the Closing DateClosing, and the Transaction ExpensesExpenses Amount, in each case to be used to determine the final Closing Cash Payment. The process set forth in this Section 3.5(b3.04(b) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Target Working Capital, the Working Capital, the Cash Amount, the outstanding amount of all Funded Debt, or Debt and the Transaction ExpensesExpenses Amount, without prejudice to any rights provided that this sentence shall not prohibit Buyer from subsequently bringing a claim for a misrepresentation, breach or remedies of any Party against any other Party in respect of a breach inaccuracy of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recoveryaccordance with Article XI. (ii) If after the final determination pursuant to clause (i) above, the final Closing Cash Payment is greater than the Estimated Closing Cash Payment, then (a) Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Shareholder and each Company Payee Representative (on behalf of the Unitholders) such difference between the final Closing Cash Payment and the Estimated Closing Cash Payment, by wire transfer of immediately available funds to an account or accounts designated by the Shareholder and each Company Payee, Representative (which amount shall be distributed pro rata to the Designated Unitholders based upon each such payment equal Designated Unitholder’s Per Unit Portion and to HIG Seller based upon the Per Unit Portion for the Class A Units owned by HIG Holdco immediately prior to the Holdco Closing) and (b) within such difference multiplied by five (5) Business Day period the applicable percentage set forth Buyer and the Representative (on behalf of the Merger Consideration Payment Schedule, less any applicable withholding. Unitholders) shall instruct the Escrow Agent to release the entire Adjustment Escrow Amount to the Representative. (iii) If after the final determination pursuant to clause (i) above, the Estimated Closing Cash Payment is greater than the final Closing Cash Payment, then the Shareholder Representative (on behalf of the Unitholders) and each Company Payee Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) instruct the Escrow Agent to pay such amount from the Adjustment Escrow Amount to Buyer the difference between the Estimated Closing Cash Payment and the final Closing Cash Payment, by wire transfer of immediately available funds to an account or accounts designated by Buyer, each such payment equal . If the amount of the Adjustment Escrow Amount is greater than the amount owed to such difference multiplied by the applicable percentage set forth on the Merger Consideration Payment Schedule. (iii) The Shareholder, each Company Payee and Buyer agree to treat any payment made pursuant to this Section 3.5 as an adjustment 3.04, then within such five (5) Business Day period the Buyer and the Representative (on behalf of the Unitholders) shall instruct the Escrow Agent to release the remaining portion of the Adjustment Escrow Amount to the Merger Consideration Representative (on behalf of the Unitholders). If the amount of the Adjustment Escrow Amount is less than the amount owed to Buyer pursuant to this Section 3.04, then the Representative (on behalf of the Unitholders) and Buyer shall promptly instruct the Escrow Agent to release an amount from the Indemnity Escrow Fund equal to the amount of such shortfall. The Escrow Agent shall not release the Adjustment Escrow Amount until the Closing Cash Payment is finally determined in accordance with Section 3.04(b)(i) and any resultant payment from the Adjustment Escrow Amount is requested by the Representative and Buyer in accordance with Section 3.04(b)(ii) or this Section 3.04(b)(iii). Notwithstanding any other term of this Agreement, the Adjustment Escrow Amount and the Indemnity Escrow Amount shall be Buyer’s sole source of recovery for federalany adjustments to the Estimated Closing Cash Payment, stateeven if the Estimated Closing Cash Payment exceeds the final Closing Cash Payment by an amount that is greater than the amount of the Adjustment Escrow Amount and the Indemnity Escrow Amount, local and foreign Tax purposesprovided that this sentence shall not prohibit Buyer from subsequently bringing a claim for a misrepresentation, except as otherwise required by applicable Lawbreach or inaccuracy of any representations or warranties in accordance with Article XI.

Final Calculations. (i) No later than May 3Within seventy-five days after the Closing Date, 2017, Buyer B▇▇▇▇ shall prepare and deliver to the Representative a statement setting forth Buyer’s good faith estimate calculation of (A) the Target Working Capital (and (B) each of the Cash Amount, the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital Surplus, if any, and the Surplus or Working Capital Deficit, if any, in each case implied thereby), (B) the Cash Amount, (C) the outstanding amount of all Funded Debt as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or Adjustment Time, (D) the Transaction Expenses on and (E) the Closing Date, and, based on such numbers, Buyer’s good faith calculation of the Closing Cash Payment as of the Closing Date resulting therefrom (the “Closing Statement”). Upon receipt After delivery of the Closing Statement, the Representative and his its accountants will and other representatives shall be given permitted to make inquiries of, and request documents, information and supporting details from, Buyer and the Company and their accountants and other representatives regarding the Closing Statement and Buyer shall, and shall cause the Surviving Company and its Subsidiaries and their respective officers, employees, consultants, accountants and agents to cooperate with the Representative and its accountants and other representatives in connection with their review of the Closing Statement (including by providing the Representative with reasonable access to the Company’s relevant booksdocuments, records information and work papers related to supporting details reasonably requested by the Closing Statement during reasonable business hours for the purpose of verifying the Closing Statement; provided that such access shall be Representative and its accountants or other representatives in a manner that does not reasonably interfere with the normal business operations of Buyer or the Companyconnection therewith). If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his disputes or its objections (the “Objection Disputes”) to the Closing Statement and the Representative’s proposed resolution of each such Objection DisputeStatement. If an Objection Statement is not delivered to Buyer within thirty (30) sixty days after receipt of the Closing Statement by the Representative, then the Closing Statement as originally received by the Representative shall be the final Closing Statement that is final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Wolf & Company, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions of this type G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Independent AuditorFirm”) to resolve such Objection Disputes. The Independent Auditor Firm shall be instructed that the team at the Firm dedicated to set forth a procedure to provide for prompt the resolution of any unresolved Objection Disputes andshall be independent from any other transactions involving Buyer, the Company or the Representative or their respective Affiliates. If G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP refuses or is otherwise unable to act as the Firm, then B▇▇▇▇ and the Representative shall cooperate in good faith to appoint a nationally recognized independent accounting or valuation firm mutually agreeable to Buyer and the Representative, in any eventwhich event “Firm” shall mean such firm. If Buyer and the Representative cannot agree on the appointment of another nationally recognized independent accounting or valuation firm within fifteen Business Days after it has become apparent that G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP refuses or is otherwise unable to act as the Firm, then another nationally recognized accounting or valuation firm shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce to make its act as the “Firm”. The Firm shall be requested to render a written determination in respect of such the unresolved Objection Disputes (acting as an expert and not as an arbitrator) within thirty (30) forty-five days following its retention, which determination must be in writing and must set forth, in reasonable detail, the basis therefor and must be based solely on (I) the definitions and other applicable provisions of this Agreement, (II) a single written presentation (which presentations shall be limited to the unresolved Objection Disputes) submitted by each of Buyer and the Representative to the Firm within fifteen days after its retention (which the Firm shall forward to the other Party) and (III) one written response submitted to the Firm within fifteen days after receipt of each presentation (which the Firm shall forward to the other Party) and not on independent review. The Independent AuditorBuyer and the Representative will instruct the Firm to resolve the unresolved Objection Disputes submitted to it by selecting either Buyer’s position in its entirety or the Representative’s position in its entirety. Absent manifest error, the Firm’s determination of such Objection Disputes shall be final and binding upon the Parties; provided, however, that no such determination Parties and not subject to review by a court or other tribunal. The terms of appointment and engagement of the Firm shall be as reasonably agreed upon between Buyer and the Representative, and any more favorable associated engagement fees shall initially be allocated 50% to Buyer than is set forth in the Closing Statement or any more favorable and 50% to the Shareholder and the Company Payees than is proposed in the Objection Statement. Buyer, on the one hand, and the Shareholder and the Company Payees, on the other hand, shall split and pay equally all of the Representative; provided that such fees, costs and expenses of the Independent AuditorFirm will ultimately be borne by the Party whose position is not selected by the Firm. The final Closing Statement, however determined pursuant to Except as provided in this Section 3.5(b3.03(b)(i), will produce all other costs and expenses incurred by the Working Capital Surplus or Working Capital Deficit, if any, Parties in connection with resolving any dispute hereunder before the Firm shall be borne by the Party incurring such costs and the Cash Amount, the outstanding amount of all Funded Debt as of the close of business on the Closing Date, and the Transaction Expenses, in each case to be used to determine the final Closing Cash Paymentexpense. The process set forth in this Section 3.5(b3.03(b) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Target Working Capital, Working Capital, the Cash Amount, the outstanding amount of all Funded Debt, Debt as of the Adjustment Time or the Transaction Expenses, without prejudice to any rights or remedies of any Party against any other Party in respect of a breach of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recovery. (ii) If after the final determination pursuant to clause (i) above, Closing Payment based on the final Closing Cash Payment Statement as finally determined pursuant to Section 3.03(b)(i) is greater than the Estimated Closing Cash Payment (the amount by which the Closing Payment exceeds the Estimated Closing Payment, then the “Closing Underpayment Amount”), (x) Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Shareholder and each Company Payee the difference between after the final Closing Cash Payment Statement is finally determined pursuant to Section 3.03(b)(i)) pay (A) to the Blocker Seller, cash in an amount equal to the applicable percentage of the Closing Underpayment Amount payable to the Blocker Seller (as determined by the Representative based on the Distribution Principles), (B) to the Paying Agent, cash in an amount equal to the aggregate percentage of the Closing Underpayment Amount payable to the Designated Unitholders (as determined by the Representative based on the Distribution Principles), for distribution by the Paying Agent to the Designated Unitholders based upon each such Designated Unitholder’s applicable percentage thereof (as determined by the Representative based on the Distribution Principles) and (C) to the Estimated Company or its relevant Subsidiaries, cash in an amount equal to the aggregate percentage of the Closing Cash PaymentUnderpayment payable to the Optionholders (as determined by the Representative based on the Distribution Principles), for distribution to the Optionholders (less all applicable withholding Taxes and other authorized deductions), in each case of this clause (x), by wire transfer of immediately available funds to the Shareholder and each Company Payee, each such payment equal to such difference multiplied accounts designated by the applicable percentage set forth on Blocker Seller or the Merger Consideration Payment SchedulePaying Agent, less any applicable withholding. If after as applicable, and (y) Buyer and the final determination pursuant to clause (i) above, the Estimated Closing Cash Payment is greater than the final Closing Cash Payment, the Shareholder and each Company Payee Representative shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to Buyer the difference between the Estimated Closing Cash Payment and after the final Closing Cash PaymentStatement is finally determined pursuant to Section 3.03(b)(i)) deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the Adjustment Escrow Fund (A) to the Blocker Seller, in an amount equal to the applicable percentage (as determined by the Representative based on the Distribution Principles) of the Adjustment Escrow Fund payable to the Blocker Seller, (B) to the Paying Agent, in an amount equal to the aggregate percentage of the Adjustment Escrow Fund payable to the Designated Unitholders (as determined by the Representative based on the Distribution Principles), for distribution by the Paying Agent to the Designated Unitholders based upon each such Designated Unitholder’s applicable percentage thereof (as determined by the Representative based on the Distribution Principles) and (C) to the Company or its relevant Subsidiaries, an amount equal to the aggregate percentage of the Adjustment Escrow Fund payable to the Optionholders (as determined by the Representative based on the Distribution Principles), for distribution to the Optionholders (less all applicable withholding Taxes and other authorized deductions), in each case of this clause (y), by wire transfer of immediately available funds to Buyer, each such payment equal to such difference multiplied the accounts designated by the applicable percentage set forth on Blocker Seller or the Merger Consideration Payment SchedulePaying Agent, as applicable. (iii) The ShareholderIf the Closing Payment based on the final Closing Statement determined pursuant to Section 3.03(b)(i) is less than the Estimated Closing Payment (the amount by which the Estimated Closing Payment exceeds the Closing Payment, the “Closing Overpayment Amount”), Buyer and the Representative shall promptly (but in any event within five Business Days after the final Closing Statement is finally determined pursuant to Section 3.03(b)(i)) deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the Adjustment Escrow Fund (x) to Buyer, in an amount equal to the lesser of (A) the Closing Overpayment Amount and (B) the Adjustment Escrow Fund, and (y) with respect to the portion (if any) of the Adjustment Escrow Fund remaining after such release (such remaining amount, the “Remaining Adjustment Escrow Fund”) (A) to the Blocker Seller, in an amount equal to the applicable percentage (as determined by the Representative based on the Distribution Principles) of the Remaining Adjustment Escrow Fund payable to the Blocker Seller, (B) to the Paying Agent, in an amount equal to the aggregate percentage of the Remaining Adjustment Escrow Fund payable to the Designated Unitholders (as determined by the Representative based on the Distribution Principles), for distribution by the Paying Agent to the Designated Unitholders based upon each such Designated Unitholder’s applicable percentage thereof (as determined by the Representative based on the Distribution Principles), and (C) to the Company Payee and its relevant Subsidiaries, an amount equal to the aggregate percentage (as determined by the Representative based on the Distribution Principles) in the Remaining Adjustment Escrow Fund payable to the Optionholders, for distribution to the Optionholders (less all applicable withholding Taxes and other authorized deductions), in each case, by wire transfer of immediately available funds to such the accounts designated by Buyer, the Blocker Seller or the Paying Agent, as applicable. Buyer hereby acknowledges and agrees that if the amount by which the Estimated Closing Payment is greater than the Closing Payment based on the final Closing Statement determined pursuant to Section 3.03(b)(i) is greater than the Adjustment Escrow Fund, Buyer will be entitled only to the full amount of the Adjustment Escrow Fund, which will be the sole and exclusive remedy and source of recovery for Buyer with respect to any such shortfall and Buyer agree will not have any claim for any additional amounts in connection therewith. (iv) If the Representative’s good faith determination (in accordance with the Distribution Principles) of the applicable percentage interests of the Blocker Seller, the Optionholders and each Designated Unitholder in any Future Distribution Amount is already set forth in the Estimated Closing Statement, then any Future Payment Amounts shall be allocated among the Blocker Seller, the Designated Unitholders and the Optionholders according to treat such percentage interests. Otherwise, prior to any portion of the Future Distribution Amount being paid to the Blocker Seller, any Designated Unitholder or any Optionholder (including any payment being made pursuant to this Section 3.5 as an adjustment 3.03(b)(ii) or Section 3.03(b)(iii)), the Representative shall deliver in writing to Buyer and the Surviving Company all allocation thereof among such payees. If any amounts are delivered pursuant to Section 3.03(b)(ii) or Section 3.03(b)(iii) to the Merger Consideration Paying Agent for federaldistribution to the Designated Unitholders, state, local then Buyer and foreign Tax purposes, except as otherwise required by applicable Lawthe Representative shall instruct the Paying Agent to so distribute such amounts promptly after receipt of funds.

Final Calculations. (i) No later than May 3ninety (90) days after the Closing Date, 2017, Buyer shall the Purchaser will prepare (at Purchaser’s expense) and deliver to the Seller Representative a statement setting forth Buyer’s good faith estimate of (A) the Target Working Capital and (B) each its calculation of the Cash Amount, the outstanding amount of all Funded Debt, the Transaction Expenses, Net Working Capital, the Working Capital SurplusLoan Receivables Amount, if anyClosing Indebtedness, Transaction Expenses and the Working Capital Deficit, if any, in each case as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses on the Total Closing Date, and, based on such numbers, Buyer’s good faith calculation of the Closing Cash Payment as of the Closing Date Surcharge Adjustment (the “Closing Statement”), which Closing Statement shall include a balance sheet of Seller as of the Closing Date without giving effect to the transactions contemplated herein. Upon receipt After delivery of the Closing Statement, the Seller Representative and his accountants will its accounting and financial advisors shall be given reasonable access permitted during normal business hours to review and copy the Company’s relevant books, records and work papers of the Purchaser and its accounting and financial advisors related to the preparation of the Closing Statement during reasonable business hours for and to make other inquiries of the purpose of verifying Purchaser and its accounting and financial advisors regarding questions concerning or disagreements with the Closing Statement; provided that such access shall be Statement arising in a manner that does not reasonably interfere with the normal business operations course of Buyer or the Companyits review thereof. If the Seller Representative has any objections to any items in the Closing Statement, then the Seller Representative shall deliver to Buyer the Purchaser a statement (an “Objection Statement”) setting forth such objections to those items in reasonable detail his disputes or objections (the “Objection Disputes”) to the Closing Statement and and, to the extent practical, the Seller Representative’s proposed resolution of each such disputed items. The Purchaser shall, and shall cause its officers, employees, consultants, accountants and agents to, cooperate fully with Seller, the Seller Representative and their respective accounting and financial advisors in connection with their review of the Closing Statement and the preparation of any Objection DisputeStatement and to provide any information reasonably requested by Seller, the Seller Representative and their respective accounting and financial advisors in connection therewith or in connection with resolving any objections therein. If an Objection Statement is not delivered to Buyer the Purchaser within thirty sixty (3060) days after receipt delivery of the Closing Statement by the RepresentativeStatement, then the Closing Statement as originally received delivered by the Representative Purchaser shall be final, final and binding and non-appealable by upon the Parties. If such an Objection Statement is timely delivered, then Buyer the Purchaser and the Seller Representative shall cooperate and negotiate in good faith to resolve any disputed items in the Objection DisputesStatement, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the 26 Seller Representative and Buyer the Purchaser shall submit each unresolved item in the Objection Dispute Statement to Wolf & Company, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions of this type (the “Independent Auditor”) Accountant to resolve such Objection Disputesunresolved items. The Independent Auditor Accountant shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such all then-unresolved items in the Objection Disputes Statement within thirty (30) days following its retention, and each Party shall reasonably cooperate with the Independent Accountant during such process. The Independent AuditorAccountant’s determination of such Objection Disputes unresolved items shall be final and binding upon the Parties, absent manifest error or Fraud; provided, however, that no such determination with respect to any item objected to in the Objection Statement shall be any more favorable to Buyer the Purchaser than is set forth in the Closing Statement or any more favorable to the Shareholder and the Company Payees Seller than is proposed in the Objection Statement. BuyerAll costs and expenses of the Independent Accountant shall be borne by Seller, on the one hand, and the Shareholder and the Company PayeesPurchaser, on the other hand, based upon the percentage amount actually contested but not awarded to Seller or the Purchaser, respectively, bears to the aggregate amount actually contested by Seller and the Purchaser, and such allocation shall split be determined by the Independent Accountant and pay equally all included in its decision. (For example and illustrative purposes only, if the aggregate amount of the feesunresolved items that are resolved by the Independent Accountant is $1,000,000, and such resolution results in an aggregate adjustment in Seller’s favor of $200,000, the Seller Representative on behalf of Seller will be responsible for eighty percent (80%) of the Independent Accountant’s fees and expenses (representing the percentage of such unresolved items not awarded in the Seller’s favor), and the Purchaser will be responsible for twenty percent (20%) of the Independent Accountant’s fees and expenses (representing the percentage of the amount of such unresolved items not awarded in the Purchaser’s favor)). The Parties shall bear their own costs and expenses in connection with their respective preparation and review of the Independent Auditor. The final Closing Statement and the Objection Statement, however determined pursuant to this Section 3.5(b), will produce as the Working Capital Surplus or Working Capital Deficit, if any, and the Cash Amount, the outstanding amount of all Funded Debt as of the close of business on the Closing Date, and the Transaction Expenses, in each case to be used to determine the final Closing Cash Paymentmay be. The process set forth in this Section 3.5(b2.03(d)(i) shall be the sole and exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Target the Net Working Capital, Working CapitalClosing Indebtedness, the Cash Amount, the outstanding amount of all Funded Debt, Transaction Expenses or the Transaction ExpensesTotal Closing Surcharge Adjustment, without prejudice to any rights whether or remedies of any Party against any other Party in respect of not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recoverywarranties. (ii) If If, after the final determination pursuant to clause (i) above, the final Closing Cash Payment result of the following is greater than a positive number: (A) the Net Working Capital minus the Estimated Net Working Capital, taking into account the Upper Target and Lower Target, as applicable (whether positive or negative); plus (B) the Loan Receivables Amount (whether positive or negative) minus the Estimated Loan Receivables Amount; plus (C) the Estimated Closing Cash PaymentIndebtedness (whether positive or negative) minus Closing Indebtedness; plus (D) the Estimated Transaction Expenses (whether positive or negative) minus the Transaction Expenses; minus (E) the Total Closing Surcharge Adjustment, then Buyer (x) the Purchaser shall promptly (but in any event within five ten (510) Business Days of the final determination thereof) pay to the Shareholder and each Company Payee the difference between the final Closing Cash Payment and the Estimated Closing Cash Payment, Seller such excess by wire transfer of immediately available funds to the Shareholder and each Company Payee, each such payment equal to such difference multiplied an account or accounts designated by the applicable percentage set forth on Seller Representative and (y) the Merger Consideration Payment ScheduleSeller Representative and the Purchaser shall deliver to the Escrow Agent, less any applicable withholding. If joint written instructions directing the Escrow Agent to promptly release and deliver to Seller such balance of the Adjustment Escrow Account by wire transfer of immediately available funds to an account or accounts designated by the Seller Representative in accordance with the Escrow Agreement. (iii) If, after the final determination pursuant to clause (i) above, the result of the following is a negative number: (A) the Net Working Capital minus the Estimated Net Working Capital, taking into account the Upper Target and Lower Target, as applicable (whether positive or negative); plus (B) the Loan Receivables Amount (whether positive or negative) minus the Estimated Loan Receivables Amount; plus (C) the Estimated Closing Cash Payment is greater than Indebtedness (whether positive or negative) minus Closing Indebtedness; plus (D) the final Estimated Transaction Expenses (whether positive or negative) minus the Transaction Expenses; minus (E) the Total Closing Cash PaymentSurcharge Adjustment, then the Shareholder Seller Representative and each Company Payee the Purchaser shall promptly (but in any event within five ten (510) Business Days of the final determination thereof) deliver to the Escrow Agent joint written instructions directing the Escrow Agent to promptly release and deliver (x) to the Purchaser from the Adjustment Escrow Account the lesser of (1) the shortfall amount and (2) the Adjustment Escrow Amount, and (y) to the Seller, an amount equal to the remaining balance, if any, of the Adjustment Escrow Amount after giving effect to clause (x), in each case by wire transfer of immediately available funds in accordance with the Escrow Agreement. In the event the shortfall exceeds the Adjustment Escrow Amount, the Seller Representative (on behalf of the Seller Parties) shall promptly (but in any event within ten (10) Business Days of the final determination thereof) pay to Buyer the difference between the Estimated Closing Cash Payment and the final Closing Cash Payment, Purchaser such remaining shortfall by wire transfer of immediately available funds to Buyer, each such payment equal to such difference multiplied an account or accounts designated by the applicable percentage set forth on the Merger Consideration Payment SchedulePurchaser. (iii) The Shareholder, each Company Payee and Buyer agree to treat any payment made pursuant to this Section 3.5 as an adjustment to the Merger Consideration for federal, state, local and foreign Tax purposes, except as otherwise required by applicable Law.

Final Calculations. (i) No later than May 3, 2017Within ninety days after the Closing Date, Buyer shall prepare and deliver to the Representative a statement setting that sets forth Buyer’s good faith estimate of (including, in each case, reasonable supporting documentation and detail as to how each was determined) (A) the Target Working Capital and (B) each of the Cash Amount, the outstanding amount of all Funded DebtDebt as of the Adjustment Time, the Transaction Expenses, Working Capitalthe Tax Liability Amount, the Blocker Tax Liability Amount and the Working Capital Surplus, if any, (and the Working Capital Surplus or Working Capital Deficit, if any, in each case as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses on the Closing Date, and, based on such numbers, Buyer’s good faith calculation of implied thereby) and (B) the Closing Cash Payment as of the Closing Date resulting therefrom (the “"Closing Statement”"). Upon receipt of the Closing Statement, the Representative and his accountants will be given reasonable access to the Company’s relevant books, records and work papers related to the Closing Statement during reasonable business hours for the purpose of verifying the Closing Statement; provided that such access shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Company. If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a written statement (an “"Objection Statement”") setting forth its objections (the "Objection Disputes") to the Closing Statement, which Objection Statement shall set forth in reasonable detail his disputes or objections (each such disagreement and the “Objection Disputes”amount thereof. Any amount(s) to set forth on the Closing Statement not included in a timely delivered Objection Statement as the subject of an Objection Dispute shall be treated as final, binding and non-appealable by the Representative’s proposed resolution of each such Objection DisputeParties. If an Objection Statement is not delivered to Buyer within thirty (30) 45 days after receipt of the Closing Statement by the Representative, then the Closing Statement as originally received by the Representative shall be the final Closing Statement, and accordingly, final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes. If such negotiations result in a written resolution executed by Buyer and the Representative as to any Objection Dispute, but if they do such written resolution shall be final, binding and non-appealable by the Parties. (ii) If Buyer and the Representative cannot reach a final resolution on all of the Objection Disputes within thirty (30) 30 days after the delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Wolf & Company, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions of this type KPMG US LLP (the “Independent Auditor”"Firm") to resolve such Objection Disputes. If KPMG US LLP refuses or is otherwise unable to act as the Firm, then Buyer and the Representative shall cooperate in good faith to appoint a nationally recognized independent accounting or valuation firm mutually agreeable to Buyer and the Representative, in which event "Firm" shall mean such firm. The Independent Auditor Firm shall be instructed requested to set forth render a procedure to provide for prompt resolution written determination of any the unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes (acting as an expert and not as an arbitrator) within thirty (30) forty-five days following its retention, which determination must be in writing and must set forth, in reasonable detail, the basis therefor and must be based solely on (A) the definitions and other applicable provisions of this Agreement, (B) a single written presentation (which presentation shall be limited to the unresolved Objection Disputes) submitted by each of Buyer and the Representative to the Firm within fifteen days after its retention (which the Firm shall forward to the other Party) and (C) one written response submitted by each of Buyer and the Representative to the Firm within fifteen days after receipt of each presentation (which the Firm shall forward to the other Party) and not on independent review. Buyer and the Representative will instruct the Firm not to assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or the Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Representative, on the other hand. The Independent Auditor’s Firm's determination of such Objection Disputes shall be final and binding upon the Parties; provided, however, that no such determination Parties and not subject to review by a court or other tribunal. The terms of appointment and engagement of the Firm shall be as reasonably agreed upon between Buyer and the Representative, and any more favorable associated engagement fees shall initially be allocated 50% to Buyer than is set forth in the Closing Statement or any more favorable and 50% to the Shareholder Representative; provided that such fees, costs and expenses of the Company Payees than is proposed in the Objection Statement. Firm will ultimately be allocated between Buyer, on the one hand, and the Shareholder and the Company PayeesRepresentative, on the other hand, shall split in the same proportion that the aggregate amount of the disputed items so submitted to the Firm that is unsuccessfully disputed by such Party (as finally determined by the Firm) bears to the total amount of disputed items submitted. For example, if the Representative submits an adjustment of $1,000 for a specific item in the Objection Statement, and pay equally all if Buyer contests only $500 of the amount claimed by the Representative, and if the Firm ultimately resolves the dispute by awarding the Representative $300 of the $500 contested, then the fees, costs and expenses of the Independent AuditorFirm will be allocated 60% (i.e., 300/500) to Buyer and 40% (i.e., 200/500) to the Representative. The final Closing Statement, however determined pursuant to Except as provided in this Section 3.5(b3.03(b)(ii), will produce all other costs and expenses incurred by the Working Capital Surplus or Working Capital Deficit, if any, Parties in connection with resolving any dispute hereunder before the Firm shall be borne by the Party incurring such costs and the Cash Amount, the outstanding amount of all Funded Debt as of the close of business on the Closing Date, and the Transaction Expenses, in each case to be used to determine the final Closing Cash Paymentexpense. The process set forth in this Section 3.5(b3.03(b) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Target Working Capital, Working Capital, the Cash Amount, the Tax Liability Amount, the Blocker Tax Liability Amount, the outstanding amount of all Funded Debt, Debt as of the Adjustment Time or the Transaction Expenses, without prejudice to any rights or remedies of any Party against any other Party in respect of a breach of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recovery. (iiiii) If after The Closing Statement (as adjusted by the final agreement of the Representative and Buyer and/or the determination pursuant to clause (iof the Firm, as applicable) above, shall be deemed the final Closing Statement for the purposes of this Section 3.03(b) and, accordingly, shall be final, binding and non-appealable by the Parties. (iv) If the Closing Cash Payment based on the final Closing Statement as finally determined pursuant to this Section 3.03(b) is greater than the Estimated Closing Cash Payment, then (x) Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Shareholder and each Company Payee the difference between after the final Closing Cash Statement is determined pursuant to this Section 3.03(b)) pay (A) to Blocker Seller, an amount equal to the applicable portion (as determined by the Representative based on the Distribution Principles) of such difference allocable to Blocker Seller (the "Blocker Adjustment Payment") and (B) to the Paying Agent, (I) the amount of such difference, less (II) the Blocker Adjustment Payment and (which amount the Estimated Closing Cash PaymentCompany shall instruct the Paying Agent to distribute to the Designated Unitholders based upon each such Designated Unitholder's applicable portion thereof (as determined by the Representative based on the Distribution Principles), except as otherwise determined by the Representative in accordance with Section 14.17), in each case, by wire transfer of immediately available funds to the Shareholder account designated by Blocker Seller or the Paying Agent, as applicable, and each Company Payee, each such payment equal to such difference multiplied by (y) Buyer and the applicable percentage set forth on the Merger Consideration Payment Schedule, less Representative shall promptly (but in any applicable withholding. If event within five Business Days after the final determination Closing Statement is finally determined pursuant to clause this Section 3.03(b)) deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the Adjustment Escrow Fund (iA) aboveto Blocker Seller, in an amount equal to the applicable portion (as determined by the Representative based on the Distribution Principles) of the Adjustment Escrow Fund allocable to Blocker Seller and (B) to the Paying Agent, the remaining portion of the Adjustment Escrow Fund (which amount the Company shall instruct the Paying Agent to distribute to the Designated Unitholders based upon each such Designated Unitholder's applicable portion (as determined by the Representative based on the Distribution Principles) thereof, except as otherwise determined by the Representative in accordance with Section 14.17), in each case, by wire transfer of immediately available funds to such accounts designated by Blocker Seller or the Representative, as applicable. (v) If the Closing Cash Payment based on the final Closing Statement determined pursuant to this Section 3.03(b) is less than the Estimated Closing Cash Payment, Buyer and the Representative shall promptly (but in any event within five Business Days after the final Closing Statement is finally determined pursuant to this Section 3.03(b)) deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the Adjustment Escrow Fund (x) to Buyer, in an amount equal to the lesser of (A) the amount by which the Estimated Closing Cash Payment is greater than the final Closing Cash Payment, the Shareholder and each Company Payee shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to Buyer the difference between the Estimated Closing Cash Payment and based on the final Closing Cash Statement determined pursuant to this Section 3.03(b) (the "Seller Purchase Price Adjustment Payment"), and (B) the Adjustment Escrow Fund, (y) to Blocker Seller, in an amount equal to the applicable portion (as determined by the Representative based on the Distribution Principles) of the remaining Adjustment Escrow Fund (if any, after payment pursuant to clause (x)), and (z) to the Paying Agent, the remaining portion of the Adjustment Escrow Fund (if any, after payment pursuant to clauses (x) and (y)) (which amount the Company shall instruct the Paying Agent to distribute to the Designated Unitholders based upon each such Designated Unitholder's applicable portion (as determined by the Representative based on the Distribution Principles) thereof, except as otherwise determined by the Representative in accordance with Section 14.17), in each case, by wire transfer of immediately available funds to such accounts designated by Buyer, Blocker Seller or the Representative, as applicable. If the Seller Purchase Price Adjustment Payment exceeds the Adjustment Escrow Fund, the Representative shall promptly inform the Blocker Seller and the Designated Unitholders of such excess, including the Blocker Seller's and each such Designated Unitholder's respective payment equal to such difference multiplied by obligation. Notwithstanding anything contained in this Agreement, Blocker Seller and the applicable percentage set forth on Designated Unitholders, severally and not jointly in accordance with their respective Unitholder Percentage, shall promptly (but in any event within ten Business Days after the Merger Consideration Payment Schedule. (iii) The Shareholder, each Company Payee and Buyer agree to treat any payment made final Closing Statement is finally determined pursuant to this Section 3.5 as an adjustment to 3.03(b)) pay Buyer the Merger Consideration for federal, state, local and foreign Tax purposes, except as otherwise required amount by applicable Lawwhich the Seller Purchase Price Adjustment Payment exceeds the Adjustment Escrow Fund.

Final Calculations. (i) No later than May 330 days after the Closing Date, 2017, the Buyer shall will prepare (at the Buyer’s expense) and deliver to the Representative Seller a statement setting forth Buyer’s good faith estimate of (A) the Target Working Capital and (B) each of the Cash Amount, the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, in each case as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses on the Closing Date, and, based on such numbers, Buyer’s good faith its calculation of the Closing Cash Payment as Date Adjustments, including a reconciliation of calculated amounts to those provided by the Seller, on a line-by-line basis. After delivery, the Seller and its accounting and financial advisors shall be permitted during normal business hours to review and copy the work papers of the Buyer and its accounting and financial advisors related to the preparation of the Closing Date (the “Closing Statement”). Upon receipt Adjustments and to make other inquiries of the Closing Statement, the Representative Buyer and his accountants will be given reasonable access to the Company’s relevant books, records its accounting and work papers related to financial advisors regarding questions or disagreements with the Closing Statement during reasonable business hours for Date Adjustments arising in the purpose course of verifying the Closing Statement; provided that such access shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Companyits review thereof. If the Representative Seller has any objections to any items in the Closing StatementDate Adjustments, then the Representative Seller shall deliver to the Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his disputes or such objections (the “Objection Disputes”) and, to the Closing Statement and extent practical, the RepresentativeSeller’s proposed resolution of each such disputed items. The Buyer shall, and shall cause its officers, employees, consultants, accountants and agents to, cooperate fully with Seller, the Seller and their respective accounting and financial advisors in connection with their review of the Closing Date Adjustments and the preparation of any Objection DisputeStatement and to provide any information reasonably requested by Seller, the Seller and their respective accounting and financial advisors in connection therewith or in connection with resolving any objections therein. If an Objection Statement is not delivered to the Buyer within thirty (30) 30 days after receipt of the Closing Statement by the RepresentativeClosing, then the Closing Statement as originally received by the Representative Estimated Purchase Price shall be final, binding and non-appealable by the Partiesfinal Purchase Price (the “Final Purchase Price”). If such an Objection Statement is timely delivered, then the Buyer and the Representative Seller shall cooperate and negotiate in good faith to resolve any disputed items in the Objection DisputesStatement, but if they do not reach a final resolution within thirty (30) 30 days after the delivery of the Objection Statement, the Representative Seller and the Buyer shall submit each unresolved item in the Objection Dispute Statement to Wolf & Company, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions of this type (the “Independent Auditor”) Accountant to resolve such Objection Disputesunresolved items. The Independent Auditor Accountant shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of all then-unresolved items in the Objection Statement, and each party shall reasonably cooperate with the Independent Accountant during such Objection Disputes within thirty (30) days following its retentionprocess. The Independent AuditorAccountant’s determination of such Objection Disputes unresolved items shall be final and binding upon the PartiesSeller and the Buyer, absent manifest error or Fraud; provided, however, that no such determination with respect to any item objected to in the Objection Statement shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to the Shareholder and the Company Payees than is proposed in the Objection Statement. BuyerAll costs and expenses of the Independent Accountant shall be borne by Seller, on the one hand, and the Shareholder and the Company PayeesBuyer, on the other hand, based upon the percentage amount actually contested but not awarded to Seller or the Buyer, respectively, bears to the aggregate amount actually contested by Seller and the Buyer, and such allocation shall split be determined by the Independent Accountant and pay equally all of the fees, included in its decision. The parties shall bear their own costs and expenses in connection with their respective preparation and review of the Independent Auditor. The final Closing Date Adjustments and the Objection Statement, however determined pursuant to this Section 3.5(b), will produce as the Working Capital Surplus or Working Capital Deficit, if any, and the Cash Amount, the outstanding amount of all Funded Debt as of the close of business on the Closing Date, and the Transaction Expenses, in each case to be used to determine the final Closing Cash Paymentmay be. The process set forth in this Section 3.5(b2.8(c)(i) shall be the sole and exclusive remedy of the Parties Buyer and Seller for any disputes related to items required to be reflected on the Closing Statement Date Adjustments or included in an Objection Statement, whether or not the calculation of Target Working Capital, Working Capital, the Cash Amount, the outstanding amount of all Funded Debt, or the Transaction Expenses, without prejudice to any rights or remedies of any Party against any other Party in respect of underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recoverywarranties. (ii) If If, after the final determination pursuant to clause (i) above, the final Closing Cash Payment is greater than Final Purchase Price exceeds the Estimated Closing Cash PaymentPurchase Price, then the Buyer shall promptly (but in any event within five (5) 10 Business Days of the final determination thereof) pay to the Shareholder and each Company Payee the difference between the final Closing Cash Payment and the Estimated Closing Cash Payment, Seller such excess by wire transfer of immediately available funds to the Shareholder and each Company Payee, each such payment equal to such difference multiplied an account or accounts designated by the applicable percentage set forth on the Merger Consideration Payment ScheduleSeller. (iii) If, less any applicable withholding. If after the final determination pursuant to clause (i) above, the Estimated Closing Cash Payment is greater than Purchase Price exceeds the final Closing Cash PaymentFinal Purchase Price, then the Shareholder and each Company Payee Seller shall promptly (but in any event within five (5) 10 Business Days of the final determination thereofDays) pay to the Buyer the difference between the Estimated Closing Cash Payment and the final Closing Cash Payment, such shortfall by wire transfer of immediately available funds to Buyer, each such payment equal to such difference multiplied an account or accounts designated by the applicable percentage set forth on the Merger Consideration Payment ScheduleBuyer. (iii) The Shareholder, each Company Payee and Buyer agree to treat any payment made pursuant to this Section 3.5 as an adjustment to the Merger Consideration for federal, state, local and foreign Tax purposes, except as otherwise required by applicable Law.

Final Calculations. (i) No later than May 3Within ninety (90) days after the Closing Date, 2017, Buyer the Parent shall prepare and deliver to the Stockholders’ Representative (A) a statement certified by the Chief Financial Officer of the Parent setting forth Buyerthe Parent’s good faith estimate calculation of (A) the Target Working Capital and (B) each of the Cash Amount, the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital SurplusAdjustment, if any, and the Working Capital Deficit, if any, in each case as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses on the Closing Date, and, based on such numbers, Buyer’s good faith calculation of the Closing Cash Payment together with a reasonable itemization and reasonable supporting detail of each item set forth therein, (B) an unaudited balance sheet of the Group Companies as of the Closing Date (without giving effect to the transactions contemplated herein) (A) and (B) collectively, the “Closing Statement”). Upon receipt of the Closing Statement, the Representative and his accountants will be given reasonable access to the Company’s relevant books, records and work papers related to the Closing Statement during reasonable business hours for the purpose of verifying the Closing Statement; provided that such access which shall be prepared in a manner that does not reasonably interfere accordance with the normal business operations of Buyer or the CompanyGAAP. If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his disputes or objections (the “Objection Disputes”) to the Closing Statement and the Representative’s proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to Buyer the Stockholders’ Representative within thirty such ninety (3090) days after receipt of day period, the Parent shall be deemed to have agreed to the Estimated Closing Statement by and the Representativecalculations contained therein in their entirety, then the and agreed that such Estimated Closing Statement as originally received by and the Representative calculations contained therein shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the After delivery of the Objection Closing Statement, the Parent shall provide the Stockholders’ Representative reasonable access during normal business hours to the books and Buyer shall submit each unresolved Objection Dispute records and work papers reasonably requested by the Stockholders’ Representative necessary to Wolf & Company, P.C. or another independent auditor acceptable to Buyer compute and verify the Representative with expertise with transactions of this type (the “Independent Auditor”) to resolve such Objection Disputes. The Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final and binding upon the Parties; provided, however, that no such determination shall be any more favorable to Buyer than is information set forth in the Closing Statement or any more favorable to the Shareholder and the Company Payees than is proposed in the Objection Statement. Buyer, on the one hand, and the Shareholder and the Company Payees, on the other hand, shall split and pay equally all After delivery of the fees, costs and expenses of the Independent Auditor. The final Closing Statement, however determined pursuant the Stockholders’ Representative and its accountants shall be permitted to this Section 3.5(b), will produce the Working Capital Surplus or Working Capital Deficit, if any, and the Cash Amount, the outstanding amount of all Funded Debt as make inquiries of the close of business on the Closing Date, Parent and the Transaction Expenses, in each case to be used to determine the final Closing Cash Payment. The process set forth in this Section 3.5(b) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Target Working Capital, Working Capital, the Cash Amount, the outstanding amount of all Funded Debt, or the Transaction Expenses, without prejudice to any rights or remedies of any Party against any other Party in respect of a breach of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recovery.8 (ii) If after the final determination pursuant to clause (i) aboveSection 2.03(c)(i), the final Closing Cash Payment is greater than the Estimated Closing Cash Payment, then Buyer the Parent shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Shareholder and each Stockholders’ Representative (for the benefit of the Company Payee the Stockholders) such difference between the final Closing Cash Payment and the Estimated Closing Cash Payment, by wire transfer of immediately available funds to an account or accounts designated by the Shareholder and Stockholders’ Representative (which amount shall be distributed to the Company Stockholders based on each Company Payee, each such payment equal to such difference multiplied by the applicable percentage set forth on the Merger Consideration Payment Schedule, less any applicable withholdingStockholder’s respective Pro Rata Percentage). 9 (iii) If after the final determination pursuant to clause (i) aboveSection 2.03(c)(i), the Estimated Closing Cash Payment is greater than the final Closing Cash Payment, then the Shareholder Stockholders’ Representative (on behalf of the Company Stockholders) and each Company Payee the Parent shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay jointly instruct the Escrow Agent to Buyer disburse from the difference between Indemnification Escrow Fund to the Parent, an amount equal to the amount by which the Estimated Closing Cash Payment and is greater than the final Closing Cash Payment, by wire transfer of immediately available funds to Buyer, each such payment equal to such difference multiplied by the applicable percentage set forth on the Merger Consideration Payment Schedule. (iii) The Shareholder, each Company Payee and Buyer agree to treat any payment made pursuant to this Section 3.5 as an adjustment to the Merger Consideration for federal, state, local and foreign Tax purposes, except as otherwise required by applicable Law.

Final Calculations. (i) No later than May 3, 2017Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Representative (a) a detailed balance sheet of the Company as of the Closing Date and a statement setting forth Buyer’s good faith estimate calculation of (Ai) the Target Working Capital and the Working Capital Surplus or Working Capital Deficit, if any, (Bii) each of the Cash Amount, the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, in each case Debt as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses on the Closing Date, and, and the Transaction Expenses Amount and (iii) based on such numbersthe amounts set forth in clauses (a)(i) and (a)(ii), Buyer’s good faith calculation of the Closing Cash Payment as of the Closing Date (collectively, the “Closing Statement”)) and (b) all records and work papers reasonably necessary to compute and verify the information set forth in the Closing Statement. Upon receipt After delivery of the Closing StatementStatement (including, for the avoidance of doubt, during any period prior to the Closing Statement becoming final in accordance with this Section 2.04(b)), the Representative and his its accountants will shall be given permitted to make reasonable access to inquiries of Buyer and the Company’s relevant booksCompany and their respective accountants, records and work papers related to and relevant employees, during normal business hours and on 24 hours’ advance notice, regarding questions concerning or disagreements with the Closing Statement during reasonable business hours for arising in the purpose course of verifying the Closing Statement; provided that such access shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Companytheir review thereof. If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his its disputes or objections (the “Objection Disputes”) to the Closing Statement and and, to the extent practical, the Representative’s proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to Buyer within thirty (30) days after receipt of the Closing Statement by the Representative, then the Closing Statement as originally received by the Representative shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Wolf & CompanyBDO USA, P.C. LLP or another independent auditor acceptable to such other nationally recognized accounting firm as the Buyer and the Representative with expertise with transactions of this type shall agree (the “Independent Auditor”) to resolve such Objection Disputes. Each of the Representative and the Buyer agree to sign any reasonable engagement letter proposed by the Independent Auditor and to advance fifty percent (50%) of any retainer required by the Independent Auditor in connection therewith (subject to reimbursement by the non-prevailing party as defined below). The Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final and binding upon the Parties, except in the case of manifest error, and not subject to review by a court or other tribunal; provided, however, that no any such determination with respect to any item reflected in the Objection Statement shall not be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to the Shareholder and the Company Payees Representative than is proposed in the Objection Statement. If any unresolved Objection Disputes are submitted to the Independent Auditor, then, for purposes of this Section 2.04(b), Buyer shall be the prevailing party in such proceeding if a majority of the dollar amount of the unresolved Objection Disputes are decided by the Independent Auditor in favor of Buyer, on the one hand, and the Shareholder Representative shall be the prevailing party if a majority of the dollar amount of the unresolved Objection Disputes are decided by the Independent Auditor in favor of the Representative (e.g., if there are $200,000 of disputed items to be determined by the Independent Auditor and the Company PayeesIndependent Auditor determines that Buyer’s claims prevail with respect to $125,000 and the Representative’s claims prevail with respect to $75,000, on then Buyer would be the other hand, prevailing party). The Party that is not the prevailing party shall split and pay equally all of the fees, costs and expenses of the Independent AuditorAuditor (including reimbursement to the prevailing party of any portion of any retainer advanced by such prevailing party). The final Closing Statement, however determined pursuant to this Section 3.5(b2.04(b), will produce be used to calculate the Working Capital Surplus or Working Capital Deficit, if any, and the Cash Amount, the outstanding amount of all Funded Debt as of the close of business on the Closing Date, and the Transaction ExpensesExpenses Amount, in each case to be used to determine the final Closing Cash Payment. The process set forth in this Section 3.5(b2.04(b) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in with respect to the calculation of Target the Working Capital, Working Capital, Capital and the Cash Amount; provided, the outstanding amount of all Funded Debthowever, or the Transaction Expenses, without prejudice to such process shall not limit any rights or remedies of any Party against any other Party in respect of a Liability for breach of any representations or warranties contained hereunder or limit the indemnity provided in this Agreement; provided, however, in no event shall either of Buyer, Section 10.02(a)(iii) for any Funded Debt or Transaction Expenses that are not included on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recoveryClosing Statement. (ii) If after the final determination pursuant to clause (i) aboveSection 2.04(b)(i), the final Closing Cash Payment is greater than the Estimated Closing Cash Payment, then (x) Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Shareholder and each Company Payee Representative (on behalf of the Securityholders) such difference between the final Closing Cash Payment and the Estimated Closing Cash Payment, by wire transfer of immediately available funds to the Shareholder and each Company Payee, each such payment equal to such difference multiplied an account or accounts designated in writing by the applicable percentage set forth on the Merger Consideration Payment ScheduleRepresentative, less any applicable withholding. If after the final determination pursuant and, subject to clause (i) aboveSections 1.09 and 13.15, the Estimated Closing Cash Payment is greater than Representative shall promptly thereafter deliver to each Securityholder such Securityholder’s Pro Rata Percentage of such amount, and (y) the final Closing Cash Payment, Buyer and the Shareholder and each Company Payee Representative shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay deliver joint written instructions to Buyer the difference between Escrow Agent to release the Adjustment Escrow Amount (and all earnings and interest thereon) to the Representative on behalf of the Securityholders, and thereafter, subject to Sections 1.09 and 13.15, the Representative shall distribute to each Securityholder such Securityholder’s Pro Rata Percentage of the Adjustment Escrow Amount (and all earnings and interest thereon). (iii) If after the final determination pursuant to Section 2.04(b)(i), the Estimated Closing Cash Payment and is greater than the final Closing Cash Payment, then the Buyer and the Representative (on behalf of the Securityholders) shall promptly (but in any event within five (5) Business Days of the final determination thereof) deliver joint written instructions to the Escrow Agent (A) to release to Buyer, by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer, the lesser of (x) the amount by which the Estimated Closing Cash Payment exceeds the final Closing Cash Payment and (y) the sum of the Adjustment Escrow Amount and the Indemnification Escrow Amount (and all earnings and interest on each such payment equal to such difference multiplied by amount); provided however, that funds shall only be released from the applicable percentage set forth on the Merger Consideration Payment Schedule. (iii) The Shareholder, each Company Payee and Buyer agree to treat any payment made Indemnification Escrow Amount pursuant to this Section 3.5 as an adjustment subsection to the Merger Consideration for federalextent the Adjustment Escrow Amount (and all earnings and interest thereon) is less than the amount by which the Estimated Closing Cash Payment exceeds the final Closing Cash Payment, stateand (B) after such payment, local to release to the Representative, any remaining Adjustment Escrow Amount (and foreign Tax purposesany remaining earnings and interest thereon) (on behalf of the Securityholders). Promptly after any such distribution to the Representative, except as otherwise required subject to Sections 1.09 and 13.15, the Representative shall distribute to each Securityholder such Securityholder’s Pro Rata Percentage of such amount. Once the Closing Statement has been delivered by applicable LawBuyer, the Buyer and the Representative shall promptly (but in any event within five (5) Business Days of such delivery) deliver joint written instructions to the Escrow Agent to release to the Representative, on behalf of the Securityholders, any portion of the Adjustment Escrow Amount (and all earnings and interest thereon) in excess of the amount (if any) claimed to be owed to Buyer in the Closing Statement. Promptly after any such release to the Representative, subject to Sections 1.09 and 13.15, the Representative shall distribute to each Securityholder such Securityholder’s Pro Rata Percentage of such amount.

Final Calculations. (i) No later than May 3, 2017Within sixty days after the Closing Date, Buyer shall prepare and deliver to the Representative a statement setting forth Buyer’s good faith estimate calculation of (A) the Target Working Capital (and (B) each of the Cash Amount, the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital Surplus, if any, and the Surplus or Working Capital Deficit, if any, in each case implied thereby), (B) the Cash Amount, (C) the outstanding amount of all Funded Debt as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or Closing, (D) the Transaction Expenses on the Closing DateAmount, and, based on such numbers, Buyer’s good faith calculation of and (E) the Closing Cash Payment as of the Closing Date resulting therefrom (the “Closing Statement”). Upon receipt If Buyer does not deliver the Closing Statement to the Representative within sixty days after the Closing Date, the Representative (acting in its sole discretion) may elect by written notice to Buyer to deem the Estimated Closing Statement as the final Closing Statement that is final, binding and non-appealable by the Parties. After delivery of the Closing Statement, the Representative and his its accountants will and other representatives shall be given reasonable access permitted to make inquiries of, and request documents, information and supporting details from, Buyer and the Company’s relevant books, records Company and work papers related to the Closing Statement during reasonable business hours for the purpose of verifying their accountants and other representatives regarding the Closing Statement; provided that such access shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Company. If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his disputes or its objections (the “Objection Disputes”) to the Closing Statement and specific rationale for each objection along with a reconciliation to the Representative’s proposed resolution of each such Objection DisputeClosing Statement. If an Objection Statement is not delivered to Buyer within thirty (30) sixty days after receipt of the Closing Statement by the Representative, then the Closing Statement as originally received by the Representative shall be the final Closing Statement that is final, binding and non-appealable by the Parties. If an item in the Closing Statement is not specifically included in any Objection Statement timely delivered to Buyer by the Representative, then as to such item the Closing Statement as originally received by the Representative shall be the final Closing Statement that is final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Wolf Duff & Company, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions of this type ▇▇▇▇▇▇ (the “Independent AuditorFirm”) to resolve such Objection Disputes and only such Objection Disputes. If Duff & ▇▇▇▇▇▇ refuses or is otherwise unable to act as the Firm, then Buyer and the Representative shall cooperate in good faith to appoint a nationally recognized independent accounting or valuation firm mutually agreeable to Buyer and the Representative, in which event “Firm” shall mean such firm. The Independent Auditor Firm shall be instructed requested to set forth render a procedure to provide for prompt resolution written determination of any the unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes (acting as an expert and not as an arbitrator) within thirty (30) forty-five days following its retention, which determination must be in writing and must set forth, in reasonable detail, the basis therefor and must be based solely on (I) the definitions and other applicable provisions of this Agreement, (II) a single written presentation (which presentations shall be limited to the unresolved Objection Disputes) submitted by each of Buyer and the Representative to the Firm within fifteen days after its retention (which the Firm shall forward to the other Party) and (III) one written response submitted to the Firm within fifteen days after receipt of each presentation (which the Firm shall forward to the other Party) and not on independent review. Buyer and the Representative will instruct the Firm not to assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or the Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Representative, on the other hand. The Independent AuditorFirm’s determination of such Objection Disputes shall be final and binding upon the Parties; provided, however, that no such determination Parties and not subject to review by a court or other tribunal. The terms of appointment and engagement of the Firm shall be as reasonably agreed upon between Buyer and the Representative, and any more favorable associated engagement fees shall initially be allocated 50% to Buyer than is set forth in the Closing Statement or any more favorable and 50% to the Shareholder Representative; provided that such fees, costs and expenses of the Company Payees than is proposed in the Objection Statement. Firm will ultimately be allocated between Buyer, on the one hand, and the Shareholder and the Company PayeesRepresentative, on the other hand, shall split in the same proportion that the aggregate amount of the disputed items so submitted to the Firm that is unsuccessfully disputed by such Party (as finally determined by the Firm) bears to the total amount of disputed items submitted. For example, if the Representative submits an adjustment of $1,000 for a specific item in the Objection Statement, and pay equally all if Buyer contests only $500 of the amount claimed by the Representative, and if the Firm ultimately resolves the dispute by awarding the Representative $300 of the $500 contested, then the fees, costs and expenses of the Independent AuditorFirm will be allocated 60% (i.e., 300/500) to Buyer and 40% (i.e., 200/500) to the Representative. The final Closing Statement, however determined pursuant to Except as provided in this Section 3.5(b3.03(b)(i), will produce all other costs and expenses incurred by the Working Capital Surplus or Working Capital Deficit, if any, Parties in connection with resolving any dispute hereunder before the Firm shall be borne by the Party incurring such costs and the Cash Amount, the outstanding amount of all Funded Debt as of the close of business on the Closing Date, and the Transaction Expenses, in each case to be used to determine the final Closing Cash Paymentexpense. The process set forth in this Section 3.5(b3.03(b) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Target Working Capital, Working Capital, the Cash Amount, the outstanding amount of all Funded Debt, Debt as of immediately prior to the Closing or the Transaction Expenses, without prejudice to any rights or remedies of any Party against any other Party in respect of a breach of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recoveryExpenses Amount. (ii) If after the final determination pursuant to clause (i) above, Closing Cash Payment based on the final Closing Cash Payment Statement as finally determined pursuant to Section 3.03(b)(i) is greater than the Estimated Closing Cash Payment, then (x) Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Shareholder and each Company Payee the difference between after the final Closing Cash Statement determined pursuant to Section 3.03(b)(i)) pay (A) to Blocker Seller, an amount equal to the applicable portion (as determined by the Representative based on the Distribution Principles) of such difference (collectively, the “Blocker Adjustment Payment”) and (B) to the Paying Agent, (I) the amount of such difference, less (II) the Blocker Adjustment Payment and (which amount the Estimated Closing Cash PaymentCompany shall instruct the Paying Agent to distribute to the Designated Unitholders based upon each such Designated Unitholder’s applicable portion thereof (as determined by the Representative based on the Distribution Principles), except as otherwise determined by the Representative in accordance with Section 15.15), in each case, by wire transfer of immediately available funds to the Shareholder account designated by Blocker Seller or the Paying Agent, as applicable, and each Company Payee, each such payment equal to such difference multiplied by (y) Buyer and the applicable percentage set forth on the Merger Consideration Payment Schedule, less Representative shall promptly (but in any applicable withholding. If event within five Business Days after the final determination Closing Statement is finally determined pursuant to clause Section 3.03(b)(i)) deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the Adjustment Escrow Funds (iA) aboveto Blocker Seller, in an amount equal to the applicable portion (as determined by the Representative based on the Distribution Principles) of the Adjustment Escrow Funds and (B) to the Paying Agent, the remaining portion of the Adjustment Escrow Funds (which amount the Company shall instruct the Paying Agent to distribute to the Designated Unitholders based upon each such Designated Unitholder’s applicable portion (as determined by the Representative based on the Distribution Principles) thereof, except as otherwise determined by the Representative in accordance with Section 15.15), in each case, by wire transfer of immediately available funds to such the accounts designated by Blocker Seller, or the Representative, as applicable. (iii) If the Closing Cash Payment based on the final Closing Statement determined pursuant to Section 3.03(b)(i) is less than the Estimated Closing Cash Payment, Buyer and the Representative shall promptly (but in any event within five Business Days after the final Closing Statement is finally determined pursuant to Section 3.03(b)(i)) deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the Adjustment Escrow Fund (x) to Buyer, in an amount equal to the lesser of (A) the amount by which the Estimated Closing Cash Payment is greater than the final Closing Cash Payment, the Shareholder and each Company Payee shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to Buyer the difference between the Estimated Closing Cash Payment and based on the final Closing Cash PaymentStatement determined pursuant to Section 3.03(b)(i), and (B) the Adjustment Escrow Funds, (y) to Blocker Seller, in an amount equal to the applicable portion (as determined by the Representative based on the Distribution Principles) of the remaining Adjustment Escrow Funds (after payment pursuant to clause (x)), and (z) to the Paying Agent, the remaining portion of the Adjustment Escrow Fund (after payment pursuant to clauses (x) and (y)) (which amount the Company shall instruct the Paying Agent to distribute to the Designated Unitholders based upon each such Designated Unitholder’s applicable portion (as determined by the Representative based on the Distribution Principles) thereof, except as otherwise determined by the Representative in accordance with Section 15.15), in each case, by wire transfer of immediately available funds to such the accounts designated by Buyer, each such payment equal to such difference multiplied Blocker Seller or the Representative, as applicable. If the amount of by which the applicable percentage set forth Estimated Closing Cash Payment is greater than the Closing Cash Payment based on the Merger Consideration Payment Schedule. (iii) The Shareholder, each Company Payee and Buyer agree to treat any payment made final Closing Statement determined pursuant to this Section 3.5 as an adjustment 3.03(b)(i) is greater than the Adjustment Escrow Funds, Buyer will be entitled only to the Merger Consideration full amount of the Adjustment Escrow Funds, which will be the sole and exclusive remedy and source of recovery for federal, state, local the Buyer Parties and foreign Tax purposes, except as otherwise required by applicable Lawtheir Affiliates with respect to any such shortfall and no Buyer Party or any Affiliate thereof will have any claim for any additional amounts from any Person in connection therewith.

Final Calculations. (i) No later than May 3, 2017Within 120 days after the Closing Date, Buyer shall prepare and deliver to the Representative Seller a statement statement, signed by an officer of Buyer, setting forth Buyer’s good faith estimate calculation of (A) the Target Working Capital and (B) each of the Cash Amount, outstanding amounts of the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital Surplus, if any, and the Working Capital Deficit, if anyAdjustment Items (including, in each case case, reasonable supporting documentation and detail as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses on the Closing Datehow each was determined), and, based on such numbers, Buyer’s good faith calculation of the Closing Cash Payment as of the Closing Date, except for the Tax Deficit, which shall be determined as of the end of the Closing Date (the “Closing Statement”). Upon receipt . (ii) The Seller shall have a period of 30 days after the date it receives the Closing Statement from Buyer to deliver to Buyer written notice of the Seller’s disagreement with any item contained in the Closing Statement, the Representative and his accountants will be given reasonable access to the Company’s relevant books, records and work papers related to the Closing Statement during reasonable business hours for the purpose of verifying the Closing Statement; provided that such access which notice shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Company. If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a statement (an “Objection Statement”) setting set forth in reasonable detail his disputes or objections the basis for such disagreement, including each line item and amount for which there is a disagreement (the a “Objection DisputesDispute Notice”) to the Closing Statement and the Representative’s proposed resolution of each such Objection Dispute). If an Objection Statement a Dispute Notice is not delivered by the Seller to Buyer within thirty (such 30) days after receipt of the Closing Statement by the Representative-day period, then the Closing Statement as originally received delivered by Buyer to the Representative Seller pursuant to Section 3.04(b)(i) and the amounts set forth therein shall be final, final and binding and non-appealable by the PartiesClosing Statement shall be deemed the “Final Closing Statement”. If an Objection Statement Any amount(s) not in dispute on the date such Dispute Notice is timely deliveredgiven shall be treated as final and binding. During the 30 days following Buyer’s receipt of a Dispute Notice, then Buyer and the Representative Seller shall negotiate seek in good faith to resolve in writing any Objection Disputesdifferences they have with respect to the matters specified in the Dispute Notice, and upon such resolution, the Final Closing Statement shall be prepared in accordance with the agreement of Buyer and the Seller. (iii) If Buyer and the Seller are unable to resolve the disputed items set forth in the Dispute Notice within 30 days following Buyer’s receipt of such Dispute Notice (or such longer period as Buyer and the Seller may mutually agree in writing), subject to this Section 3.04(b)(iii), such disputed items shall be submitted to, and shall be resolved by, an independent nationally recognized accounting firm mutually agreed upon by Buyer and the Seller. The accounting firm so agreed to by Buyer and the Seller is hereinafter referred to as the “Independent Accountant”. Buyer and the Seller shall submit to the Independent Accountant for review and resolution all matters (but if they do only such matters) that are set forth in the Dispute Notice which remain in dispute. Buyer and the Seller shall instruct the Independent Accountant to select one of its partners experienced in purchase price adjustment disputes (including the items in dispute) to make a final determination of the Adjustment Items, each calculated with reference to the items that are in dispute as set forth in the Dispute Notice. Buyer and the Seller shall instruct the Independent Accountant that, in resolving the items in the Dispute Notice that are still in dispute and in determining the Adjustment Items, the Independent Accountant shall (i) not reach assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by Buyer in the Closing Statement, on the one hand, or the Seller in the Dispute Notice, on the other hand, or (B) less than the smallest value for such item assigned by Buyer in the Closing Statement, on the one hand, or the Seller, on the other hand in the Dispute Notice, (ii) make its determination based on an independent review but only as an arbiter (which will be in accordance with the guidelines and procedures set forth in this Agreement) and, at the Independent Accountant’s discretion, a one-day conference concerning the dispute, at which conference each of Buyer and the Seller shall have the right to present their respective positions with respect to the dispute and have present their respective advisors, counsel and accountants, (iii) render a final resolution within thirty (30) days after the delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Wolf & Company, P.C. or another independent auditor acceptable in writing to Buyer and the Representative Seller (which final resolution shall not be based on any purchase account or other adjustments arising out of the consummation of the transactions contemplated by this Agreement and shall be requested by Buyer and the Seller to be delivered not more than 45 days following submission of such disputed matters to the Independent Accountant), which, absent manifest error, shall be final, conclusive and binding on the Parties with expertise with transactions respect to the Adjustment Items and (iv) provide a written report to Buyer and the Seller, if requested by either of this type (them, which sets forth in reasonable detail the “basis for the Independent Auditor”) to resolve such Objection DisputesAccountant’s final determination. The fees and expenses of the Independent Auditor Accountant shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final and binding upon the Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to the Shareholder and the Company Payees than is proposed in the Objection Statement. allocated between Buyer, on the one hand, and the Shareholder and the Company PayeesSeller, on the other hand, shall split and pay equally all based upon the percentage which the portion of the feesdisputes not awarded to each of Buyer and the Seller bears to the amount actually contested by such Party. For example, costs if the Seller claims that the appropriate adjustments are $1,000 greater than the amount determined by Buyer and if the Independent Accountant ultimately resolves the dispute by awarding to the Seller $300 of the $1,000 contested, then the fees and expenses of the Independent Auditor. Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to Buyer and 70% (i.e., 700 ÷ 1,000) to the Seller. (iv) The final Closing Statement (as adjusted by the agreement of the Parties or at the direction of the Independent Accountant, as applicable) shall be deemed the Final Closing Statement for the purposes of this Section 3.04 upon the earliest of the (i) failure of the Seller to notify Buyer of a dispute within 30 days after the Seller receives the Closing Statement, however determined (ii) resolution of all disputes, pursuant to this Section 3.5(b3.04(b)(ii), will produce by Buyer and the Working Capital Surplus or Working Capital Deficit, if anySeller, and the Cash Amount, the outstanding amount (iii) resolution of all Funded Debt as disputes, pursuant to Section 3.04(b)(iii), by the Independent Accountant. (v) Within five Business Days following the determination of the close of business on Final Closing Statement in accordance with Section 3.04(b)(iv): (1) if the Estimated Closing Date, and the Transaction Expenses, in each case to be used to determine Cash Payment is greater than the final Closing Cash Payment. The process set forth in this Section 3.5(b) shall be Payment as determined based on the exclusive remedy final determination of the Parties for any disputes related Adjustment Items pursuant to items required Section 3.04(b)(iv) (the “Final Closing Cash Payment”), then (A) Buyer and the Seller shall instruct the Escrow Agent to, pursuant to be reflected on the Closing Statement or included in terms of the calculation Escrow Agreement, pay to Buyer out of Target Working Capital, Working Capitalthe Adjustment Escrow Fund an amount equal to such excess and (B) (i) if such excess is greater than the Adjustment Escrow Fund, the Cash Amount, the outstanding amount of all Funded Debt, or the Transaction Expenses, without prejudice Seller shall pay to any rights or remedies of any Party against any other Party in respect of a breach of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder Buyer such difference and Company Payees, on the other hand, be entitled to any duplicative recovery. (ii) If after if such excess is not greater than the final determination Adjustment Escrow Fund, Buyer and the Seller shall instruct the Escrow Agent to, pursuant to the terms of the Escrow Agreement, release any funds remaining in the Adjustment Escrow Fund following the payment to Buyer described in clause (iA) above, (if applicable) in accordance herewith and in the final Escrow Agreement to the Seller; and (2) if the Final Closing Cash Payment is greater than the Estimated Closing Cash Payment, then (A) Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay an aggregate amount equal to the Shareholder and each Company Payee the difference between the final Final Closing Cash Payment and the Estimated Closing Cash PaymentPayment to the Seller and (B) thereafter, Buyer and the Seller shall instruct the Escrow Agent to, pursuant to the terms of the Escrow Agreement, release all funds in the Adjustment Escrow Fund to the Seller. (vi) Upon the making of all applicable payments in accordance with Section 3.04(b)(v), none of the Parties may make or assert any claim under this Section 3.04 (except in the case of fraud) in connection with the matters contemplated by this Section 3.04). (vii) All payments required under this Section 3.04 shall be made in cash by wire transfer of immediately available funds to the Shareholder and each Company Payee, each such payment equal to such difference multiplied bank account(s) as shall be designated in writing by the applicable percentage set forth on the Merger Consideration Payment Schedule, less any applicable withholding. If after the final determination pursuant to clause (irecipient(s) above, the Estimated Closing Cash Payment is greater than the final Closing Cash Payment, the Shareholder and each Company Payee shall promptly (but in any event within five (5) at least two Business Days of the final determination thereof) pay prior to Buyer the difference between the Estimated Closing Cash Payment and the final Closing Cash Payment, by wire transfer of immediately available funds to Buyer, each such payment equal to such difference multiplied by the applicable percentage set forth on the Merger Consideration Payment Schedulepayment date. (iiiviii) The ShareholderCompany, each Company Payee the Seller and Buyer agree to treat any payment made pursuant to this Section 3.5 3.04 as an adjustment to the Merger Cash Consideration for federal, state, local and foreign Tax purposes, except as otherwise required by applicable Law. (ix) During the period of time from and after the Sellers’ receipt of the Closing Statement through the final determination of the Final Closing Cash Payment in accordance with this Section 3.04, Buyer shall, and shall cause the Group Companies to, (i) permit the Seller and its Representatives to consult with the Group Companies and the Company’s accountants and (ii) provide to the Seller and its Representatives reasonable access during reasonable hours and under reasonable circumstances to all the properties, books, contracts and records of the Group Companies and such personnel and representatives relevant to the review of the Closing Statement and Buyer’s determination of the Final Closing Cash Payment or any component thereof in accordance with this Section 3.04 (including those of Buyer Surviving LLC’s accountants subject to the execution of appropriate agreements with Buyer Survivor LLC’s accountants and at the Seller’s sole expense), in each case as reasonably requested by the Seller.

Final Calculations. (i) No later than May 3, 2017Within one-hundred twenty (120) days after the Closing Date, Buyer shall prepare and deliver to the Sellers Representative a written statement setting forth (x) Buyer’s good faith estimate calculation (in reasonable detail and prepared in accordance with Section 3.06(a)) of (Ai) the Target Working Capital and (B) each of the Cash Amount, (ii) the outstanding amount of all Funded DebtDebt as of immediately prior to the Closing, (iii) the Transaction Expenses, and (iv) Working Capital, Capital and the resulting Working Capital Surplus, if any, and the or Working Capital Deficit, if any, in each case as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses and (y) based on the Closing Dateamounts set forth in clauses (i) through (iv), and, based on such numbers, Buyer’s good faith calculation of the Closing Cash Payment as of the Closing Date Consideration (the “Closing Statement”). Upon receipt of the Closing Statement, the Representative and his accountants will be given reasonable access to the Company’s relevant books, records and work papers related to the Closing Statement during reasonable business hours for the purpose of verifying the Closing Statement; provided that such access shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Company. If the Sellers Representative has any objections to the Closing Statement, then the Sellers Representative shall shall, within thirty (30) days after receipt of the Closing Statement, deliver to Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his its disputes or objections to the Closing Statement (the “Objection Disputes”) to ), including the Closing Statement and the Sellers Representative’s proposed resolution alternative calculation of each such Objection Dispute. Any item or amount to which no dispute or objection is raised in the Objection Statement will be final, conclusive and binding on the Parties on the date that the Objection Statement is delivered to Buyer. If an Objection Statement is not delivered to Buyer within thirty (30) days after receipt of the Closing Statement by the Sellers Representative, then the Closing Statement as originally received by the Sellers Representative shall be final, conclusive and binding and non-appealable by on the Parties. If an Objection Statement is timely delivereddelivered within thirty (30) days after receipt of the Closing Statement by the Sellers Representative, then Buyer and the Sellers Representative shall negotiate in good faith to resolve any Objection DisputesDisputes (and in connection therewith, but if they Buyer and the Sellers Representative each acknowledge and agree that all discussions related to the Objection Statement are, without prejudice, communications made in confidence with the intent of attempting to resolve a litigious dispute and are subject to settlement privilege). If Buyer and the Sellers Representative do not reach a final written resolution of all Objection Disputes within thirty (30) days after the delivery of the Objection StatementStatement (or such longer period as the Sellers Representative and Buyer may mutually agree in writing), the Sellers Representative and Buyer shall thereupon jointly submit each unresolved Objection Dispute (each an “Unresolved Objection Dispute” and collectively the “Unresolved Objection Disputes”) to Wolf & Company, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions of this type KPMG LLP (the “Independent AuditorAccountant”) for resolution in accordance with this Section 3.05(c)(i). If KPMG LLP refuses or is otherwise unable to resolve act as the Independent Accountant, then ▇▇▇▇▇ and the Sellers Representative shall cooperate in good faith to agree upon an alternative valuation or accounting firm with experience resolving purchase price adjustment matters to act as the Independent Accountant. Buyer and Sellers Representative shall jointly engage the Independent Accountant and a schedule of the Unresolved Objection Disputes shall be included as part of such engagement letter. Any retainer required by the Independent Accountant shall be paid fifty percent (50%) by ▇▇▇▇▇ and fifty percent (50%) by the Sellers Representative, subject to offset and reimbursement, if applicable, pursuant to the final allocation of the fees, costs, and expenses of the Independent Accountant in accordance with this Section 3.05(c). Within ten (10) Business Days of engaging the Independent Accountant, unless ▇▇▇▇▇ and the Sellers Representative agree to a different time period, ▇▇▇▇▇ and the Sellers Representative will each submit to the Independent Accountant and the other Party a position paper explaining its calculations and the basis for such calculations with regard to the Unresolved Objection Disputes, as well as any data, documentation or information supporting its position on the Unresolved Objection Disputes (collectively, the “Initial Submissions”). ▇▇▇▇▇ and the Sellers Representative will each have thirty (30) days, unless they agree in writing to a different time period, to respond to each other’s Initial Submission in the form of a second written submission to the Independent Accountant (collectively, the “Rebuttal Submission”). The Independent Auditor Accountant will only consider the Initial Submissions, the Rebuttal Submissions and the provisions of this Agreement in making its determination (collectively, the “Independent Accountant Review Materials”). The Independent Accountant will act as an expert, not an arbiter and will not undertake an independent investigation of the Unresolved Objection Disputes (including that no discovery shall be instructed permitted and no hearing shall be held, provided, that, the Independent Accountant may pose written questions to set forth each of Buyer and the Sellers Representative at the same time concerning the Independent Accountant Review Materials and each party shall provide a procedure copy of its written response thereto to provide for prompt resolution of any unresolved the other party at the time such written response is provided to the Independent Accountant). The Independent Accountant’s shall review only the Unresolved Objection Disputes and, and shall conduct its review and make its determination in any event, accordance with the provisions of this Agreement. No party shall engage in ex parte communications with the Independent Accountant. Buyer and the Sellers Representative shall request the Independent Accountant to make its determination in respect of such the Unresolved Objection Disputes in writing within thirty (30) days following its retentionreceipt of the Initial Submissions. The Independent AuditorAccountant’s determination of such the Unresolved Objection Disputes shall be final treated as an expert determination under the laws of the State of Delaware and shall be final, conclusive and binding upon the Parties; provided, however, that no such not subject to review by a court or other tribunal in the absence of manifest computational error or common law fraud under Delaware law in the post-Closing consideration adjustment process pursuant to this Section 3.05(c). The Independent Accountant’s determination of each Unresolved Objection Dispute shall not be any more favorable to Buyer than is set forth in the Closing Statement or any nor more favorable to the Shareholder and the Company Payees Sellers Representative than is proposed in the Objection Statement. BuyerThe costs, on the one hand, expenses and the Shareholder and the Company Payees, on the other hand, shall split and pay equally all of the fees, costs and expenses fees of the Independent AuditorAccountant shall be borne by ▇▇▇▇▇ and Sellers Representative based upon the percentage that the amount actually contested but not awarded to Buyer or the Sellers Representative, respectively, bears to the aggregate amount of the Unresolved Objection Disputes. For example, if the Unresolved Objection Disputes equal $100,000 and the Independent Accountant finds $25,000 in favor of Buyer and $75,000 in favor of the Sellers Representative, Buyer shall pay 75% (i.e., $75,000 not awarded to Buyer divided by the $100,000 aggregate value of the Unresolved Objection Disputes) of the Independent Accountant’s fees and expenses and the Sellers Representative shall pay 25% (i.e., $25,000 not awarded to the Sellers Representative divided by the $100,000 aggregate value of the Unresolved Objection Disputes) of the Independent Accountant’s fees and expenses. The final Closing Statement, however determined pursuant Statement will be deemed automatically revised to this Section 3.5(b), will produce the Working Capital Surplus reflect any written resolution of one or Working Capital Deficit, if any, more Objection Disputes reached by ▇▇▇▇▇ and the Cash Amount, Sellers Representative during the outstanding amount negotiation period described above and any determination of all Funded Debt as of Unresolved Objection Disputes by the close of business on the Closing Date, and the Transaction Expenses, in each case to be used to determine the final Closing Cash Payment. The process set forth in this Section 3.5(b) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Target Working Capital, Working Capital, the Cash Amount, the outstanding amount of all Funded Debt, or the Transaction Expenses, without prejudice to any rights or remedies of any Party against any other Party in respect of a breach of any representations or warranties contained in this Agreement; provided, however, in no event shall either of Buyer, on the one hand, or the Shareholder and Company Payees, on the other hand, be entitled to any duplicative recoveryIndependent Accountant. (ii) If If, after the final determination Closing Statement is finally determined pursuant to clause (i) aboveSection 3.05(c)(i), the final Closing Cash Payment Consideration set forth therein is greater than the Estimated Closing Cash PaymentConsideration (such excess, the “Excess Amount”), then (A) Buyer shall promptly (but in any event within five (5) Business Days of Days) after the Closing Statement is final determination thereofdetermined pursuant to Section 3.05(c)(i) pay pay, or cause to be paid, to the Shareholder and each Company Payee Sellers Representative (for further distribution to the difference between the final Closing Cash Payment and the Estimated Closing Sellers in accordance with their respective Cash PaymentPro Rata Percentages) an amount in cash, by wire transfer of immediately available funds to the Shareholder and each Company Payeeaccount designated by the Sellers Representative, each such payment equal to such difference multiplied by the applicable percentage set forth on lesser of (I) $2,750,000 and (II) the Merger Consideration Payment Schedule, less any applicable withholding. If after Excess Amount and (B) Buyer and the final determination pursuant to clause (i) above, the Estimated Closing Cash Payment is greater than the final Closing Cash Payment, the Shareholder and each Company Payee Sellers Representative shall promptly (but in any event within five (5) Business Days Days) after the Closing Statement is final determined pursuant to Section 3.05(c)(i) deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the entirety of the Adjustment Escrow Fund to the Sellers Representative (for further distribution to the Cash Sellers in accordance with their respective Cash Pro Rata Percentages). The Sellers Representative and the Seller Parties (including the Cash Sellers) agree that the Buyer Parties’ maximum aggregate liability for any amounts payable by Buyer pursuant to Section 3.05(c)(ii) (excluding, for the avoidance of doubt, release of the Adjustment Escrow Fund) shall be $2,750,000, even if the final determination thereof) pay to Buyer the difference between Closing Consideration exceeds the Estimated Closing Cash Payment and the final Closing Cash Payment, Consideration by wire transfer of immediately available funds to Buyer, each such payment equal to such difference multiplied by the applicable percentage set forth on the Merger Consideration Payment Schedulean amount that is greater than $2,750,000. (iii) The ShareholderIf, each Company Payee after the Closing Statement is finally determined pursuant to Section 3.05(c)(i), the Estimated Closing Consideration is greater than the final Closing Consideration (such excess, the “Shortfall Amount”), then Buyer and the Sellers Representative shall promptly (but in any event within five (5) Business Days) after the Closing Statement is final determined pursuant to Section 3.05(c)(i) deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release (A) to Buyer, from the Adjustment Escrow Fund, the lesser of (x) the Shortfall Amount and (y) the entirety of the Adjustment Escrow Fund and (B) if the Shortfall Amount is less than the Adjustment Escrow Fund, the entirety of the Adjustment Escrow Fund remaining after payment in full to Buyer agree pursuant to treat clause (A) of this sentence, to the Sellers Representative (for further distribution to the Cash Sellers in accordance with their respective Cash Pro Rata Percentages). Buyer agrees that the Seller Parties’ maximum aggregate liability for any payment made amounts payable to Buyer pursuant to this Section 3.5 3.05(c)(iii) shall be the Adjustment Escrow Fund, even if the Estimated Closing Consideration exceeds the final Closing Consideration by an amount that is greater than the amount of the Adjustment Escrow Fund. (iv) Any amount payable pursuant to this Section 3.05 shall be treated as an adjustment to the Merger Closing Consideration for federal, state, local and foreign all Income Tax purposes, except as otherwise required purposes to the extent permitted by applicable Law.