Common use of Final Closing Statement Clause in Contracts

Final Closing Statement. Purchaser shall prepare and deliver to Seller Representative not later than seventy-five (75) days after the Closing Date a statement (the “Final Closing Statement”) setting forth (i) the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect to the calculations reflected in the Final Closing Statement, if requested by Seller Representative. The Final Working Capital Adjustment set forth on the Final Closing Statement shall be prepared in good faith, in accordance with (i) GAAP, using the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation of the Financial Statements, and (ii) the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained in the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used in the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consent.

Final Closing Statement. Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Seller Representative Parent a written report (the "Final Closing Statement") setting forth Purchaser's final determination of Closing Net Liabilities, Closing Subscribers and Purchase Price to the extent not later than seventy-five previously agreed upon pursuant to Section 2.8(a), determined in accordance with Section 2.7 and in accordance with the methodologies and the accounting policies and practices described in Section 2.7. The Final Closing Statement shall be prepared by Purchaser in good faith and shall be certified by Purchaser to be, as of the date prepared, its good faith determination of the Closing Net Liabilities, Closing Subscribers and Purchase Price, as so adjusted as applicable. Purchaser shall allow Parent and its agents access at all reasonable times after the Closing Date to copies of the books, records and accounts of the Avalon Companies and Avalon Subsidiaries and make available to Parent such information as Parent reasonably requests to allow Parent to examine the accuracy of the Final Closing Statement. Within thirty (7530) days after the date that the Final Closing Date Statement is delivered by Purchaser to Parent, Parent shall complete its examination thereof and may deliver to Purchaser a statement (written report setting forth any proposed adjustments to any amounts set forth in the “Final Closing Statement”) setting forth (i) the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference; provided, which may be positive or negativehowever, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together that if Purchaser does not comply with any supporting work papers and source documents with respect its obligations pursuant to the calculations reflected preceding sentence, such thirty (30) day period shall run from the day after the date on which Purchaser complies with such obligations. After submission of the Final Closing Statement, Purchaser shall have no right to raise further adjustments in its favor and after submission of Parent's report of any proposed adjustments, Parent shall have no right to raise further adjustments in its favor. If Parent notifies Purchaser of its acceptance of the amounts set forth in the Final Closing Statement, or if requested by Seller Representative. The Final Working Capital Adjustment Parent fails to deliver its report of any proposed adjustments within the period specified in the second preceding sentence, the amounts set forth on in the Final Closing Statement shall be prepared in good faithconclusive, in accordance with (i) GAAP, using final and binding on the same accounting principles, policies and methods parties as have historically been used by the Acquired Companies in their preparation of the Financial Statements, last day of such period. Purchaser and (ii) Parent shall use good faith efforts to resolve any dispute involving the line items amounts set forth in the Final Closing Statement. If Parent and Purchaser fail to agree on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained any amount set forth in the Final Closing Statement within fifteen (15) days after Purchaser receives Parent's report pursuant to this Section 2.8(c), then Parent and Purchaser shall retain the firm of Ernst & Young LLP (yor its successor)(the "Referee") Seller Representative agreesto make the final determination, upon reasonable noticeunder the terms of this Agreement, of any amounts under dispute. The Referee shall endeavor to give resolve the dispute as promptly as practicable and the Referee's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. The costs and expenses of the Referee and its services rendered pursuant to this Section 2.8(c) shall be borne one-half by Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used in the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consentone-half by Parent.

Final Closing Statement. Purchaser During the thirty (30) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall prepare attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and deliver Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution. The Closing Statement Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller Representative in writing. The hearing date will be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seventy-five seven days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (75together with a proposed Closing Statement that reflects such figures). The figures submitted need not be the figures discussed during prior conversations. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) days within three Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Date a statement (Statement Arbitrator shall provide to the “Parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Closing Statement”) setting forth (i) the relevant calculations Statement reflecting such decisions. The decision of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees Statement Arbitrator shall be final and Expenses binding on the Parties. The cost of any arbitration (including the fees and the result expenses of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller's independent auditors incurred in connection with the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents procedures performed with respect to the calculations reflected in the Final Closing Statement, if requested by Seller Representative. The Final Working Capital Adjustment set forth on the Final Closing Statement shall be prepared borne by Seller and the fees and disbursements of Buyer's independent auditors incurred in good faith, in accordance connection with (i) GAAP, using the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation of the Financial StatementsNotice of Disagreement shall be borne by Buyer. As used in this Agreement, and (ii) the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained in the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the term "Final Closing Statement" shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to Seller Representative’s books and records used in reflect any subsequent written agreement between the preparationParties with respect thereto, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent or if submitted to the delivery thereofClosing Statement Arbitrator, so long as such Party has used its commercially reasonable efforts to obtain such consentthe Closing Statement issued by the Closing Statement Arbitrator.

Final Closing Statement. Purchaser shall prepare As soon as practicable (and deliver to Seller Representative not later than seventy-five in any event within sixty (7560) days after the Closing Date Date), Parent shall, or shall cause the Surviving Corporation to, prepare and deliver to the Securityholder Representative a written statement (the “Final Closing Statement”) setting forth including (a) a balance sheet for the Company dated as of the Closing Date and (b) a calculation of the actual (i) the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital Cash (such difference, which may be positive or negative, the “Final Working Capital AdjustmentClosing Cash”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses Indebtedness (such difference, which may be positive or negative, the “Final Closing Indebtedness”), (iii) Unpaid Company Transaction Fees and Expenses Adjustment(the “Final Unpaid Company Transaction Expenses”) and (iiiiv) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness Working Capital (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness AdjustmentClosing Working Capital”) and the Closing Working Capital Adjustment Amount resulting therefrom (the “Final Closing Working Capital Adjustment Amount”), together with any supporting work papers and source documents with respect (c) on the basis of the foregoing, a calculation of the Final Merger Consideration Amount and the Final Per Share Common Consideration, including such schedules and data as may be appropriate to support such calculations; provided, however, that all calculations of the calculations reflected Final Merger Consideration Amount set forth in the Final Closing Statement, if requested by Seller Representative. The including the Final Closing Cash, Final Closing Indebtedness, Final Unpaid Company Transaction Expenses and Final Closing Working Capital (and Final Closing Working Capital Adjustment Amount) (including individual working capital line items), that are not different from such calculations set forth in the Closing Statement shall be final, conclusive and binding on the parties (unless and to the extent that resolution of a disputed calculation or line item affects an undisputed calculation or line item, in which case such undisputed calculation or line item shall remain open). Following the delivery of the Final Closing Statement to the Securityholder Representative, Parent shall provide the Securityholder Representative and its representatives, if any, at the reasonable request of the Securityholder Representative, with reasonable access (including electronic access, to the extent available) during normal business hours to (i) the books and records of the Surviving Corporation as well as any relevant work papers of Parent, the Company and their accountants generated in preparing the Final Closing Statement, and (ii) such personnel or representatives of the Surviving Corporation and Parent responsible for preparing the Final Closing Statement, as may reasonably be required for the review of the Parent’s calculations. All fees, costs and expenses of the Securityholder Representative relating to the review of the Final Closing Statement shall be prepared in good faith, in accordance with (i) GAAP, using the same accounting principles, policies and methods as have historically been used borne by the Acquired Companies in their preparation Participating Securityholders out of the Financial StatementsRepresentative Expense Fund and all fees, costs and (ii) expenses of Parent or the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained in the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used in the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party Surviving Corporation relating thereto shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consentborne by Parent.

Final Closing Statement. Purchaser Within ninety (90) days following the Closing Date, Parent shall prepare and deliver to Seller the Holder Representative not later than seventy-five (75) days after the Closing Date a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Merger Consideration and each component thereof as of immediately prior to the Closing (iincluding the Funded Debt, which shall be determined as of immediately prior to the Closing, but after giving effect to the Merger and the other Transactions in accordance with Section 4.1(b)(ii)), including final determinations as to the amounts of (A) the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”)Company Cash, (iiB) the Funded Debt and (C) the Closing Date Transaction Fees and Expenses Net Working Capital. The Final Closing Statement and the result components thereof shall be prepared in accordance with GAAP on a basis consistent with the terms of this Agreement and the Company’s accounting policies in effect as of such date. The Holder Representative and Parent shall cooperate as reasonably requested in connection with the preparation of the Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses Statement. During the thirty (such difference, which may be positive or negative30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Merger Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Final Transaction Fees and Expenses AdjustmentNotice of Disagreement”) to Parent prior to such date and (iiiy) the Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Date Credit Agreement Indebtedness Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the fifteen (15) days following delivery of a Notice of Disagreement, Parent and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, Holder Representative shall seek in good faith to resolve any differences which they may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents have with respect to the calculations reflected matters specified in the Final Closing StatementNotice of Disagreement. Following delivery of a Notice of Disagreement, if requested by Seller Representative. The Final Working Capital Adjustment set forth on the Final Closing Statement Parent and its agents and Representatives (as defined in Section 6.2(a) below) shall be prepared permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the fifteen (15)-day period referred to above, the matters in good faithdispute have not been fully resolved, then the parties shall submit to Deloitte & Touche LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Merger Consideration and the components thereof to the extent such amounts are in dispute, in accordance with (i) GAAPthe guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, using the same accounting principles, policies records and methods as have historically been used by the Acquired Companies in their preparation other relevant information of the Financial StatementsCompany, Parent and (ii) the line items Holder Representative to the extent necessary to calculate the Merger Consideration. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities basis of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the an independent review, verification and audit of the calculations contained in the Final ). The Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit determination of the Final Closing StatementMerger Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, and to Seller Representative’s books and records used in the preparation, review, verification and audit on behalf of the calculations contained in Holders, based upon the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where percentage of the accounting firm does not consent contested amount submitted to the delivery thereofAccounting Firm that is ultimately awarded to Parent, so long on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount to be released from the Holder Representative Expense Account (as such Party has used its commercially reasonable efforts to obtain such consentdefined in Section 4.4(g) below) in accordance with Section 4.2).

Final Closing Statement. Purchaser shall prepare and deliver to Seller Representative not (a) Not later than seventy-five ninety (7590) days after the Closing Date a statement (or such other time as is mutually agreed by the “Final Closing Statement”) setting forth (i) the relevant calculations of Closing Date Working Capital Parties, Buyers shall prepare and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect deliver to the calculations reflected in Sellers the Final Closing Statement, if requested based on the Final Closing Tape provided by Seller RepresentativeSellers and other mutually acceptable documentation substantiating the changes to the Preliminary Closing Tape and the Preliminary Closing Statement. The Final Working Capital Adjustment set forth Closing Statement shall be based upon the information contained in the Final Closing Tape and such other documentation or information as Buyers deem necessary or appropriate, including the results of any audit that Buyers, at their sole option and expense, may cause to be conducted with respect to the Credit Card Assets and the results of a physical inventory that Buyers, at their sole option and expense, may conduct or cause to be conducted with respect to the Equipment and the Consumable Inventory on the Closing Date or as soon thereafter as is reasonably practicable. Buyers shall provide prior notice to Sellers of any such inventory and shall provide representatives of Sellers the opportunity to observe such inventory. The Sellers shall review such Final Closing Statement within ten (10) days after receipt and shall promptly notify Buyers of any disagreement Sellers may have with the Final Closing Statement, which notice shall specifically identify each item in the Final Closing Statement to which the Sellers object and the reasons for each such objection. Buyers and Sellers shall confer in good faith until they are in agreement on the Final Closing Statement. In the event the Parties are unable to reach agreement on the Final Closing Statement shall be prepared in good faith, in accordance with within sixty (i60) GAAP, using the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation days of the Financial Statementsdate Sellers notify Buyers of any such disagreement, and (ii) with respect to the line items set forth on Annex A. After payment amount that are the Closingsubject of dispute, (x) Purchaser agrees, upon reasonable notice, the Parties shall jointly hire the Auditor to give Seller Representative and its Representatives reasonable access during normal business hours resolve any disagreements with respect to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained in the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used in shall jointly pay the preparation, review, verification and audit costs of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consentresolution.

Final Closing Statement. Purchaser shall prepare and deliver to Seller Representative not later than seventy-five Within ninety (7590) days after the Closing Date Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to Seller a final closing statement (the “Final Closing Statement”) ), setting forth Buyer’s good faith calculations of (i) the relevant calculations of Closing Date Net Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the ( “Final Net Working Capital AdjustmentCapital”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses Cash Balance (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses AdjustmentClosing Cash Balance”) and ), (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness Company Debt (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness AdjustmentCompany Debt”), together with any supporting work papers and source documents with respect to (iv) Selling Expenses ( “Final Selling Expenses”) based on the calculations reflected amounts set forth in clauses (i) through (v), the Final resulting Adjusted Closing StatementDate Consideration (as defined below), if requested by Seller Representativein each case, in reasonable detail. The Final Working Capital Adjustment set forth on the Final Closing Statement shall be prepared in good faith, in accordance with the Accounting Principles and the defined terms contained herein and shall, except as explicitly set forth in the Accounting Principles, (iA) GAAP, using the same not include any changes in assets or liabilities as a result of purchase accounting principles, policies and methods or other changes arising from or resulting as have historically been used by the Acquired Companies in their preparation a consequence of the Financial Statementstransactions contemplated hereby, (B) calculate any accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month, to the extent consistent with GAAP, and (iiC) not give effect to the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, transactions contemplated by this Agreement or any financing obtained or to give Seller Representative and be obtained by Buyer or any of its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, Affiliates (including the offices and Company at or following the Closing) or any other facilities transaction entered into by Buyer or any of each Acquired Companyits Affiliates (including the Company at or following the Closing) and or any other facts unique or particular to Purchaser’s books and records as are reasonably necessary for purposes Buyer or any of its Affiliates or any of their respective assets or liabilities. The Parties agree that the review, verification and audit purpose of the calculations contained in preparing the Final Closing Statement and determining the Adjusted Closing Date Consideration contemplated by this Section 2.3 is to measure the amount of change (yif any) Seller Representative agrees, upon reasonable notice, to give Purchaser between the Estimated Closing Statement and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and such processes are not intended to Seller Representative’s books and records used permit the introduction of different accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies than those described in the preparation, review, verification and audit Accounting Principles for the purpose of the calculations contained in preparing the Final Closing Statement; provided that no Party Statement or determining Final Net Working Capital, Final Closing Cash Balance, Final Company Debt and Final Selling Expenses. If Buyer does not deliver the Final Closing Statement to Seller within ninety (90) days after the Closing Date, then, at the election of Seller, either (x) Seller may prepare and present to Buyer the Final Closing Statement within an additional thirty (30) days thereafter or (y) the Estimated Closing Statement will be deemed to be the Final Closing Statement and each item on the Estimated Closing Statement shall be obligated deemed undisputed and the Estimated Closing Statement shall be final, conclusive and binding on the parties hereto and not subject to deliver any accountant work papers where appeal for all purposes under this Agreement. If Seller elects to prepare the accounting firm does not consent Final Closing Statement in accordance with clause (x) of the immediately preceding sentence, then all subsequent references in Section 2.3(c) to the delivery thereof, so long as such Party has used its commercially reasonable efforts Buyer will be deemed to obtain such consentbe references to Seller and all subsequent references to Seller will be deemed to be references to Buyer.

Final Closing Statement. Purchaser During the thirty (30) days following the date upon which Buyer receives a Notice of Disagreement, Seller and Buyer shall prepare use commercially reasonable efforts to attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement), Buyer and deliver Seller have not reached agreement on such matters, the matters that remain in dispute (and only such matters) shall promptly be submitted to Deloitte & Touche LLP (the “Closing Statement Arbitrator”) for review and final and binding resolution. If Deloitte & Touche LLP is unable or unwilling to serve as an arbitrator hereunder, then Seller Representative and Buyer shall, in good faith, mutually agree upon an independent national accounting firm who has not represented either Party or its Affiliates in any material matter at any time during the two (2) year period of time immediately preceding its designation hereunder, to serve as the Closing Statement Arbitrator. Buyer and Seller shall, not later than seventy-five seven (757) days after prior to the hearing date set by the Closing Date Statement Arbitrator, each submit a statement written brief to the Closing Statement Arbitrator (and a copy thereof to the “Final other Party on the same day) with proposed dollar figures for settlement of the disputes as to the amount of the Purchase Price Adjustment (together with a proposed Closing Statement”Statement that reflects such figures) setting forth consistent with their respective calculations delivered pursuant to Section 2.7(a). The hearing will be scheduled seven (7) days following submission of the settlement briefs, or as soon thereafter as is acceptable to the Closing Statement Arbitrator, and shall be conducted on a confidential basis. The Closing Statement Arbitrator shall consider only those items or amounts in the Closing Statement which were identified in the Notice of Disagreement and such written briefs and which remain in dispute and the Closing Statement Arbitrator’s decision resolving the matters in dispute shall be based upon and be consistent with the terms and conditions in this Agreement, it being understood that the Closing Statement Arbitrator may not consider, and the decision of the Closing Statement Arbitrator shall have no impact on, the Title Defect Amount or the Environmental Defect Amount. In deciding any matter, the Closing Statement Arbitrator (i) shall be bound by the relevant calculations provisions of Closing Date Working Capital this Section 2.7 and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), related definitions and (ii) may not assign a value to any disputed item greater than the greatest value for such item claimed by either Seller or Buyer or less than the smallest value for such item claimed by Seller or Buyer in their respective calculations delivered pursuant to Section 2.7(a). The Closing Date Transaction Fees Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and Expenses conclusions) promptly after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the result of dispute from arbitration. The Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect Statement Arbitrator shall provide to the calculations reflected Parties explanations in writing of the Final Closing Statement, if requested by Seller Representative. The Final Working Capital reasons for its decisions regarding the Purchase Price Adjustment set forth on and shall issue the Final Closing Statement (as defined below) reflecting such decision, which shall set forth the Purchase Price Adjustment and the Adjusted Purchase Price as determined by the Closing Statement Arbitrator pursuant to this Section 2.7. The decision of the Closing Statement Arbitrator shall be prepared in good faith, in accordance with (i) GAAP, using final and binding on the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation of the Financial Statements, Parties and (ii) final and non-appealable for all purposes hereunder; provided, however, that such decision may be reviewed, corrected or set aside by a court of competent jurisdiction, but only if and to the line items set forth on Annex A. After extent that the Closing, (x) Purchaser agrees, upon reasonable notice, Closing Statement Arbitrator is found by such court of competent jurisdiction to give Seller Representative and have made mathematical errors with respect to its Representatives reasonable access during normal business hours decision or to Purchaser’s and have manifestly violated the Acquired Companies’ employees, asset managers, accountants, financial advisors, express terms of this Section 2.7 (including the offices related defined terms set forth in Section 1.1). The cost of any arbitration (including the fees and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes expenses of the review, verification and audit Closing Statement Arbitrator) under this Section 2.7(b) shall be borne entirely by the Party awarded the smaller percentage of the calculations contained in disputed amount by the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used in the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consent.Arbitrator. The fees and

Final Closing Statement. Purchaser shall prepare and deliver to Seller Representative not Not later than seventy-five ninety (7590) days after the Closing Date a statement (or such other time as is mutually agreed by the “Bank and the Sellers, the Bank shall prepare and deliver to the Sellers the Final Closing Statement”) setting forth (i) Statement based on the relevant calculations of Final Closing Date Working Capital Tape provided by the Sellers and other mutually acceptable documentation substantiating the changes to the Preliminary Closing Tape and the result of Preliminary Closing Date Working Capital minus Estimated Working Capital (such difference, which may Statement. The Final Closing Statement shall be positive or negativebased upon the information contained in the Final Closing Tape, the “Final Working Capital Adjustment”), (ii) amount of accrued and unbilled finance charges as of the Closing Date Transaction Fees which are billed on the first Billing Statement for all Accounts by the Bank after the Closing Date, and Expenses and such other documentation or information as the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such differenceBank deems necessary or appropriate including, which may be positive or negativebut not limited to, the “Final Transaction Fees results of any audit that the Bank, at its sole option and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such differenceexpense, which may cause to be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents conducted with respect to the calculations reflected in Credit Card Assets. The Bank shall provide prior notice to the Sellers of any such inventory and shall provide representatives of the Sellers the opportunity to observe such inventory. The Sellers shall review the Final Closing Statement within thirty (30) days after receipt and shall promptly notify the Bank of any disagreement the Sellers may have with the Final Closing Statement, if requested by Seller Representativewhich notice shall specifically identify each item in the Final Closing Statement to which the Sellers object and the reasons for each objection. The Bank and the Sellers shall confer in good faith until the Bank and the Sellers are in agreement on the Final Working Capital Adjustment set forth Closing Statement. In the event the Bank and the Sellers are unable to reach agreement on the Final Closing Statement shall be prepared in good faith, in accordance with within sixty (i60) GAAP, using the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation days of the Financial Statementsdate the Sellers notify the Bank of any disagreements with respect to the payment amount that is the subject of dispute, and (ii) the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s Bank and the Acquired Companies’ employees, asset managers, accountants, financial advisors, Sellers shall jointly engage a public accounting firm acceptable to the Sellers and the Bank (including the offices and other facilities of each Acquired Company"Auditor") and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained in resolve any disagreements with respect to the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in shall jointly pay the preparation, review, verification and audit costs of the Final Closing Statement, and Auditor to Seller Representative’s books and records used in resolve the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consentdisagreement.

Final Closing Statement. Purchaser shall prepare and deliver to Seller Representative not later than Within seventy-five (75) days after the Closing Date Date, Buyer shall prepare and deliver to Holdings a statement written report (the “"Final Closing Statement”") setting forth (i) the relevant calculations Buyer's final estimates of Closing Date Working Capital Net Liabilities and Closing Equivalent Subscribers to the extent not previously determined pursuant to Section 2.4(a), determined in accordance with Section 2.3 and in accordance with the methodologies and the result accounting policies and practices consistent with those used in preparing the Preliminary Closing Statement, and the Cash Consideration, as adjusted pursuant to Section 2.3. The Final Closing Statement shall be prepared by Buyer in good faith and shall be certified by Buyer to be, as of the date prepared, its good faith estimate of the Closing Date Working Capital minus Estimated Working Capital (such differenceNet Liabilities, which may be positive or negativeClosing Equivalent Subscribers and Cash Consideration, the “Final Working Capital Adjustment”)as so adjusted, (ii) as applicable. Buyer shall allow Holdings and its agents access at all reasonable times after the Closing Date Transaction Fees to copies of the books, records 24 - 16 - and Expenses accounts of the Renaissance Companies and make available to Holdings such information as Holdings reasonably requests to allow Holdings to examine the result accuracy of the Final Closing Date Transaction Fees Statement. Within thirty (30) days after the date that the Final Closing Statement is delivered by Buyer to Holdings, Holdings shall complete its examination thereof and Expenses minus Estimated Transaction Fees and Expenses (such differencemay deliver to Buyer a written report setting forth any proposed adjustments to any amounts set forth in the Final Closing Statement; provided, which may be positive or negativehowever, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together that if Buyer does not comply with any supporting work papers and source documents with respect its obligations pursuant to the calculations reflected preceding sentence, such thirty (30) day period shall run from the day after the date on which Buyer complies with such obligations. After submission of the Final Closing Statement, Buyer shall have no right to raise further adjustments in its favor and after submission of Holdings' report of any proposed adjustments, Holdings shall have no right to raise further adjustments in its favor. If Holdings notifies Buyer of its acceptance of the amounts set forth in the Final Closing Statement, or if requested by Seller Representative. The Final Working Capital Adjustment Holdings fails to deliver its report of any proposed adjustments within the period specified in the second preceding sentence, the amounts set forth on in the Final Closing Statement shall be prepared in good faithconclusive, in accordance with (i) GAAP, using final and binding on the same accounting principles, policies and methods parties as have historically been used by the Acquired Companies in their preparation of the Financial Statements, last day of such period. Buyer and (ii) Holdings shall use good faith efforts to resolve any dispute involving the line items amounts set forth in the Final Closing Statement. If Holdings and Buyer fail to agree on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained any amount set forth in the Final Closing Statement within fifteen (15) days after Buyer receives Holdings' report pursuant to this Section 2.5, (a) then Holdings shall retain the Referee to make the final determination, under the terms of this Agreement, of any amounts under dispute. The Referee shall endeavor to resolve the dispute as promptly as practicable and the Referee's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction; provided that in no event shall such resolution result in (yi) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted amounts less than the amounts therefor (in the preparation, review, verification and audit case of liabilities) or more than the Final Closing Statement, and to Seller Representative’s books and records used amounts therefor (in the preparation, review, verification and audit case of assets) set forth in Holdings' written report pursuant to this Section 2.5(a) or (ii) amounts greater than the calculations contained amounts therefor (in the case of liabilities) or less than the amounts therefor (in the case of assets) set forth in the Final Closing Statement; provided that no Party . The costs and expenses of the Referee and its services rendered pursuant to this Section 2.5 shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consentborne one-half by Buyer and one-half by Holdings.

Final Closing Statement. Purchaser Within ninety (90) days following the Closing Date, Parent shall prepare and deliver to Seller the Holder Representative not later than seventy-five (75) days after the Closing Date a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Closing Consideration and each component thereof as of immediately prior to the Closing, including final determinations as to the amounts of (iA) the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”)Company Cash, (iiB) the Funded Debt and (C) the Closing Date Transaction Fees and Expenses Net Working Capital. The Final Closing Statement and the result components thereof shall be prepared in accordance with GAAP on a basis consistent with the terms of this Agreement and the Agreed Accounting Principles. The Holder Representative shall cooperate as reasonably requested in connection with the preparation of the Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses Statement. During the thirty (such difference, which may be positive or negative30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Closing Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Final Transaction Fees and Expenses AdjustmentNotice of Disagreement”) to Parent prior to such date and (iiiy) the date that Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Date Credit Agreement Indebtedness Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the thirty (30) days following delivery of a Notice of Disagreement, Parent and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, Holder Representative shall seek in good faith to resolve in writing any differences which they may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents have with respect to the calculations reflected matters specified in the Final Closing StatementNotice of Disagreement. Following delivery of a Notice of Disagreement, if requested by Seller Representative. The Final Working Capital Adjustment set forth on the Final Closing Statement Parent and its agents and Representatives shall be prepared permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the thirty (30)-day period referred to above, the matters in good faithdispute have not been fully resolved, then the parties shall submit to Ernst & Young LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Closing Consideration and the components thereof to the extent such amounts are in dispute, in accordance with (i) GAAPthe guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, using the same accounting principles, policies records and methods as have historically been used by the Acquired Companies in their preparation other relevant information of the Financial StatementsCompany, and (ii) the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s Parent and the Acquired Companies’ employeesHolder Representative to the extent necessary to calculate the Closing Consideration. In resolving any matters in dispute, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and Accounting Firm may not assign a value to Purchaser’s books and records as are reasonably necessary any item in dispute greater than the greatest value for purposes of the review, verification and audit of the calculations contained such item assigned by Parent in the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used on the one hand, or the Holder Representative in the preparationNotice of Disagreement, reviewon the other hand, verification and audit of or less than the calculations contained smallest value for such item assigned by Parent in the Final Closing Statement; provided that no Party , on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be obligated to deliver any accountant work papers where based solely on presentations by Parent and the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consent.Holder Representative

Final Closing Statement. Purchaser shall prepare and deliver to Seller Representative not later than Within seventy-five (75) days after the Closing Date Date, Buyer shall prepare and deliver to Holdings a statement written report (the “"Final Closing Statement”") setting forth (i) the relevant calculations Buyer's final estimates of Closing Date Working Capital Net Liabilities and Closing Equivalent Subscribers to the extent not previously determined pursuant to Section 2.4(a), determined in accordance with Section 2.3 and in accordance with the methodologies and the result accounting policies and practices consistent with those used in preparing the Preliminary Closing Statement, and the Cash Consideration, as adjusted pursuant to Section 2.3. The Final Closing Statement shall be prepared by Buyer in good faith and shall be certified by Buyer to be, as of the date prepared, its good faith estimate of the Closing Date Working Capital minus Estimated Working Capital (such differenceNet Liabilities, which may be positive or negativeClosing Equivalent Subscribers and Cash Consideration, the “Final Working Capital Adjustment”)as so adjusted, (ii) as applicable. Buyer shall allow Holdings and its agents access at all reasonable times after the Closing Date Transaction Fees to copies of the books, records and Expenses accounts of the Renaissance Companies and make available to Holdings such information as Holdings reasonably requests to allow Holdings to examine the result accuracy of the Final Closing Date Transaction Fees Statement. Within thirty (30) days after the date that the Final Closing Statement is delivered by Buyer to Holdings, Holdings shall complete its examination thereof and Expenses minus Estimated Transaction Fees and Expenses (such differencemay deliver to Buyer a written report setting forth any proposed adjustments to any amounts set forth in the Final Closing Statement; provided, which may be positive or negativehowever, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together that if Buyer does not comply with any supporting work papers and source documents with respect its obligations pursuant to the calculations reflected preceding sentence, such thirty (30) day period shall run from the day after the date on which Buyer complies with such obligations. After submission of the Final Closing Statement, Buyer shall have no right to raise further adjustments in its favor and after submission of Holdings' report of any proposed adjustments, Holdings shall have no right to raise further adjustments in its favor. If Holdings notifies Buyer of its acceptance of the amounts set forth in the Final Closing Statement, or if requested by Seller Representative. The Final Working Capital Adjustment Holdings fails to deliver its report of any proposed adjustments within the period specified in the second preceding sentence, the amounts set forth on in the Final Closing Statement shall be prepared in good faithconclusive, in accordance with (i) GAAP, using final and binding on the same accounting principles, policies and methods parties as have historically been used by the Acquired Companies in their preparation of the Financial Statements, last day of such period. Buyer and (ii) Holdings shall use good faith efforts to resolve any dispute involving the line items amounts set forth in the Final Closing Statement. If Holdings and Buyer fail to agree on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained any amount set forth in the Final Closing Statement within fifteen (15) days after Buyer receives Holdings' report pursuant to this Section 2.5, (a) then Holdings shall retain the Referee to make the final determination, under the terms of this Agreement, of any amounts under dispute. The Referee shall endeavor to resolve the dispute as promptly as practicable and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit Referee's resolution of the Final Closing Statementdispute shall be final and binding on the parties, and to Seller Representative’s books and records used a judgment may be entered thereon in the preparation, review, verification and audit any court of the calculations contained in the Final Closing Statementcompetent jurisdiction; provided that in no Party event shall be obligated such resolution result in (i) amounts less than the amounts therefor (in the case of liabilities) or more than the amounts therefor (in the case of assets) set forth in Holdings' written report pursuant to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consent.this

Final Closing Statement. Purchaser Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller Representative not later than seventy-five Helicon Corp. a written report (75the "Final Closing Statement") setting forth Buyer's final estimates of Closing Net Liabilities and Closing Equivalent Subscribers, determined in accordance with Section 2.4. The Final Closing Statement shall be prepared by Buyer in good faith in accordance with GAAP and shall be certified by Buyer to be, as of the date prepared, its good faith estimate of the Closing Net Liabilities, Closing Equivalent Subscribers and Cash Consideration. Buyer shall allow Helicon Corp. and its agents reasonable access after the Closing Date to make copies of the books, records and accounts of the Helicon Companies and make available to Helicon Corp. such information as Helicon Corp. reasonably requests to allow Helicon Corp. to examine the accuracy of the Final Closing Statement. If Buyer fails to deliver the Final Closing Statement to Helicon Corp. within ninety (90) days of the Closing, Buyer shall be deemed to have waived its right to payment of any Cash Consideration adjustment pursuant to Section 2.6(b)(1)(B). Within thirty (30) days after the date that the Final Closing Date Statement is delivered by Buyer to Helicon Corp., Helicon Corp. shall complete its examination thereof and may deliver to Buyer a statement (written report setting forth any proposed adjustments to any amounts set forth in the “Final Closing Statement”) setting . If Helicon Corp. notifies Buyer of its acceptance of the amounts set forth (i) the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect to the calculations reflected in the Final Closing Statement, or if requested by Seller Representative. The Final Working Capital Adjustment Helicon Corp. fails to deliver its report of any proposed adjustments within the thirty (30) day period specified in the preceding sentence, the amounts set forth on in the Final Closing Statement shall be prepared conclusive, final, and binding on the parties as of the last day of such thirty (30) day period. Buyer and Helicon Corp. shall, in good faith, in accordance with (i) GAAP, using use all reasonable efforts to resolve any dispute involving the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation of the Financial Statements, and (ii) the line items amounts set forth in the Final Closing Statement. If Helicon Corp. and Buyer fail to agree on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained any amount set forth in the Final Closing Statement within fifteen (15) days after Buyer receives Helicon Corp.'s report pursuant to this Section 2.6, then Helicon Corp. will retain Deloitte & Touche LLP to make the final determination, under the terms of this Agreement, of any amounts under dispute. Deloitte & Touche LLP shall endeavor to resolve the dispute as promptly as practicable and (y) Seller Representative agreessuch firm's resolution of the dispute shall be final and binding on the parties, upon reasonable notice, to give Purchaser and a judgment may be entered thereon in any court of competent jurisdiction. The costs and expenses of Deloitte & Touche LLP and its Representatives reasonable access during normal business hours services rendered pursuant to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used in the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party this Section 2.6 shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consentborne one-half by Buyer and one-half by Sellers.

Final Closing Statement. Purchaser At least five (5) days prior to Closing, the Stockholder Agent shall prepare and deliver to Seller Representative not Buyer an estimated balance sheet of the Company, together with the Seller’s estimate of the “Net Working Capital” as of the Closing Date, prepared in accordance with the definitions and provisions set forth herein. No later than seventy-five sixty (7560) days after the Closing, Buyer shall prepare a balance sheet as of the Closing Date and a statement schedule calculating the final Net Working Capital prepared in accordance with the definitions and provisions set forth herein (such statement, the “Final Closing Statement”) setting forth (i) the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect to the calculations reflected in the Final Closing Statement, if requested by Seller Representative. The Final Working Capital Adjustment set forth on the Final Closing Statement shall be prepared promptly delivered to the Stockholder Agent, and the Stockholder Agent shall present any objections or comments in good faith, in accordance with writing to Buyer no later than thirty (i30) GAAP, using days after the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation Stockholder Agent’s receipt of the Financial StatementsFinal Closing Statement and final Net Working Capital, and specifying in reasonable detail any objections thereto (ii) the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s “NWC Dispute Notice”). Buyer and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices Stockholder Agent shall be deemed to have agreed upon all other items and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations amounts contained in the Final Closing Statement and final Net Working Capital which are not objected to or commented upon by the Stockholder Agent. If within ten (y10) Seller Representative agreesBusiness Days after Buyer’s receipt of the NWC Dispute Notice, upon reasonable noticeBuyer and the Stockholder Agent are unable to resolve informally matters which are the subject of the NWC Dispute Notice and the Stockholder Agent has not retracted the NWC Dispute Notice, then the Parties shall submit the matters which are the subject of such NWC Dispute Notice to give Purchaser the Accounting Referee for resolution. The Accounting Referee shall be directed to make a resolution within thirty (30) days of engagement limited to those areas at issue and determined in accordance with the provisions of this Section 2.3, and such resolution shall be conclusive and binding on all Parties. Buyer and the Stockholder Agent shall each pay the costs and expenses of their own accountants and attorneys, and shall bear equally the expense of the Accounting Referee. The Parties’ agreement, or Accounting Referee’s communication of its Representatives reasonable decision, regarding final Net Working Capital in accordance with this Section 2.3 shall constitute the “Final NWC Determination.” Buyer and the Stockholder Agent shall have access during normal business hours to Seller Representativethe Company’s employees, accountants, financial advisors, in each case, who assisted and Buyer’s work papers used in the preparation, review, verification and audit preparation of the Final Closing Statement, and to Seller Representative’s books and records used in the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consentStatements.

Final Closing Statement. Purchaser shall prepare and deliver to Seller Representative not later than seventy-five Within ninety (7590) days after the Conversion Date, or at such other time as is mutually agreed to by the Parties, Buyer shall prepare according to the directions contained in subsection (c) (with the assistance of Sellers with respect to items under Sellers' control) and deliver to Sellers a Final Closing Date Statement together with a statement tape or other mutually acceptable documentation showing the changes to the Preliminary Closing Statement and each Subsequent Closing Statement. Sellers shall review such Final Closing Statement within thirty (30) days and shall promptly notify Buyer of any discrepancies. The Parties shall confer until they are in agreement on the “Final Closing Statement”. In the event the disputing Parties are unable to reach agreement on the Final Closing Statement within ten (10) setting forth (i) Business Days of the relevant calculations date Buyer has been notified of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such differenceany discrepancies by Sellers, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect to the calculations reflected funds that are the subject of dispute, the Parties shall jointly hire a nationally recognized public accounting firm as the Parties mutually agree, to resolve any discrepancies in the Final Closing Statement, if requested by Seller Representativeand shall equally share the costs of such resolution. The Final Working Capital Adjustment set forth accounting firm selected shall not at the time of selection (or at any time during its engagement hereunder) be performing services for the Buyer, any Seller or any of their respective Affiliates. The final resolution and decision issued by such accounting firm shall be binding upon the Parties. The Parties shall use their commercially reasonable efforts to cause the work of the accounting firm to be completed and report thereof to be furnished to the Parties within thirty (30) Business Days following the appointment of the accounting firm. The date when Sellers and Buyer reach agreement on the Final Closing Statement or, in the absence of such agreement the date when final resolution and decision is issued, is referred to in this Agreement as the "Final Settlement Date." If the Final Closing Statement establishes an increase in the Purchase Price for the Account Portfolio Assets over that calculated based on the Preliminary Closing Statement and each Subsequent Closing Statement, the amount of any such increase shall be prepared delivered to Gottschalks by Buyer within three (3) Business Days after the Final Settlement Date. If the Final Closing Statement establishes a decrease in good faiththe Purchase Price over that calculated based on the Preliminary Closing Statement and each Subsequent Closing Statement, in accordance with Gottschalks shall deliver to Buyer any deficiency within three (i3) GAAP, using Business Days after the same accounting principles, policies and methods as have historically been used by Final Settlement Date. Any payment made to any Party pursuant to this Section 3.4(b) shall include interest calculated on a daily basis from the Acquired Companies in their preparation Closing Date applicable to the Account or Accounts which are the subject matter of the Financial Statementsreconciliation to the date such payment is made at the Federal Funds Interest Rate. If an Account that does not satisfy the definition of "Account" is included in the Preliminary Closing Statement or a Subsequent Closing Statement, as the case may be, as of the applicable Cut-Off Time, it shall be excluded from the Final Closing Statement. Such exclusion shall be effective retroactively as of the applicable Cut-Off Time, and Buyer shall add to the Purchase Price reflected on the Final Closing Statement the amount of any payment Buyer received from an Account Debtor on such Account net of any amount previously credited to such Accounts by Buyer which after the applicable Cut-Off Time was determined to be a check for insufficient funds, stop-payments or any amount required to be refunded by Buyer to or on behalf of any Account Debtor. Within ten (ii10) Business Days after Buyer and Gottschalks agree to the line items set forth on Annex A. After Final Closing Statement, Buyer shall deliver to Gottschalks any assignment, acknowledgment, or other document necessary to evidence Gottschalks' continuing right, title, and interest in such Account. If an Account is not included in the ClosingPreliminary Closing Statement or a Subsequent Closing Statement, (x) Purchaser agreesas the case may be, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained but is included in the Final Closing Statement because such Account satisfied the definition of "Account" as of the applicable Cut-Off Time, such addition shall be deemed to have occurred retroactively as of the applicable Cut-Off Time, and (yGottschalks shall subtract from the Purchase Price reflected on the Final Closing Statement the amount of any payment Sellers received from an Account Debtor on such Account on or after the applicable Cut-Off Time net of any amount previously credited to the Account by Sellers which after the applicable Cut-Off Time was determined to be a check for insufficient funds, stop-payments or any amount required to be refunded by Sellers to or on behalf of any Account Debtor; provided, however, that no subtraction shall be made from the Purchase Price for any payments remitted by Sellers to Buyer. Any addition or subtraction to Purchase Price made by any Party pursuant to this Section 3.4(c) Seller Representative agrees, upon reasonable notice, shall include interest calculated on a daily basis from the Closing Date applicable to give Purchaser and its Representatives reasonable access during normal business hours the Account or Accounts which are the subject matter of the reconciliation to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted the date such payment is made at the Federal Funds Interest Rate. If Indebtedness arising from Cross-Marketing Merchandise is included in the preparationPreliminary Closing Statement or a Subsequent Closing Statement, reviewas the case may be, verification as of the applicable Cut-Off Time and audit such Indebtedness is subject to a bona fide dispute by the Account Debtor at any time prior to the applicable Closing Date, such Indebtedness shall be excluded from the Final Closing Statement. Such exclusion shall be effective retroactively as of the applicable Cut-Off Time, and Buyer shall add to the Purchase Price reflected on the Final Closing Statement the amount of any payment Buyer received from an Account Debtor on account of such Indebtedness, net of any amount previously credited to such Indebtedness by Buyer which after the applicable Cut-Off Time was determined to be a check for insufficient funds, stop-payments or any amount required to be refunded by Buyer to or on behalf of any Account Debtor. Within ten (10) Business Days after Buyer and Gottschalks agree on the Final Closing Statement, Buyer shall deliver to the Gottschalks any assignment, acknowledgment or other document necessary to evidence Gottschalks' continuing right, title and interest in such Indebtedness. Any addition made by Buyer pursuant to Seller Representative’s books and records used in this Section 3.4(d) shall include interest calculated on a daily basis from the preparation, review, verification and audit Closing Date applicable to the Indebtedness which is the subject matter of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent reconciliation to the delivery thereof, so long as date such Party has used its commercially reasonable efforts to obtain such consentpayment is made at the Federal Funds Interest Rate.

Final Closing Statement. Purchaser During the thirty (30) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall prepare attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and deliver Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to Seller Representative an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution. The Closing Statement Arbitrator shall be a partner of Xxxxxx Xxxxxxxx LLP designated by Xxxxxx Xxxxxxxx LLP upon request by one or both of the Parties, provided that (i) such partner shall not have performed services for either of the Parties or their Affiliates within three (3) years prior to the Effective Date and (ii) such partner shall have had five (5) years experience working with companies in the electric utility industry. The hearing date will be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seventy-five seven (757) days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Cash Purchase Price (together with a proposed Closing Statement that reflects such figures). The figures submitted need not be the figures offered during prior negotiations. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions regarding the Adjusted Cash Purchase Price and the Final Closing Statement reflecting such decisions) within ten (10) Business Days after the Closing Date a statement (conclusion of the “Final Closing Statement”) setting forth (i) hearing, unless the relevant calculations Parties reach agreement prior thereto and withdraw the dispute from arbitration. The decision of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees Statement Arbitrator shall be final and Expenses binding on the Parties. The cost of any arbitration (including the fees and the result expenses of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller’s independent auditors incurred in connection with the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents procedures performed with respect to the calculations reflected in the Final Closing Statement, if requested by Seller Representative. The Final Working Capital Adjustment set forth on the Final Closing Statement shall be prepared borne by Seller and the fees and disbursements of Buyer’s independent auditors incurred in good faith, in accordance connection with (i) GAAP, using the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation of the Financial StatementsNotice of Disagreement shall be borne by Buyer. As used in this Agreement, and (ii) the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained in the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the term "Final Closing Statement" shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to Seller Representative’s books and records used in reflect any subsequent written agreement between the preparationParties with respect thereto, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent or if submitted to the delivery thereofClosing Statement Arbitrator, so long as such Party has used its commercially reasonable efforts to obtain such consentthe Closing Statement issued by the Closing Statement Arbitrator.

Final Closing Statement. Purchaser Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller Representative not later than seventy-five Helicon Corp. a written report (75the "FINAL CLOSING STATEMENT") setting forth Buyer's final estimates of Closing Net Liabilities and Closing Equivalent Subscribers, determined in accordance with Section 2.4. The Final Closing Statement shall be prepared by Buyer in good faith in accordance with GAAP and shall be certified by Buyer to be, as of the date prepared, its good faith estimate of the Closing Net Liabilities, Closing Equivalent Subscribers and Cash Consideration. Buyer shall allow Helicon Corp. and its agents reasonable access after the Closing Date to make copies of the books, records and accounts of the Helicon Companies and make available to Helicon Corp. such information as Helicon Corp. reasonably requests to allow Helicon Corp. to examine the accuracy of the Final Closing Statement. If Buyer fails to deliver the Final Closing Statement to Helicon Corp. within ninety (90) days of the Closing, Buyer shall be deemed to have waived its right to payment of any Cash Consideration adjustment pursuant to Section 2.6(b)(1)(B). Within thirty (30) days after the date that the Final Closing Date Statement is delivered by Buyer to Helicon Corp., Helicon Corp. shall complete its examination thereof and may deliver to Buyer a statement (written report setting forth any proposed adjustments to any amounts set forth in the “Final Closing Statement”) setting . If Helicon Corp. notifies Buyer of its acceptance of the amounts set forth (i) the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect to the calculations reflected in the Final Closing Statement, or if requested by Seller Representative. The Final Working Capital Adjustment Helicon Corp. fails to deliver its report of any proposed adjustments within the thirty (30) day period specified in the preceding sentence, the amounts set forth on in the Final Closing Statement shall be prepared conclusive, final, and binding on the parties as of the last day of such thirty (30) day period. Buyer and Helicon Corp. shall, in good faith, in accordance with (i) GAAP, using use all reasonable efforts to resolve any dispute involving the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation of the Financial Statements, and (ii) the line items amounts set forth in the Final Closing Statement. If Helicon Corp. and Buyer fail to agree on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained any amount set forth in the Final Closing Statement within fifteen (15) days after Buyer receives Helicon Corp.'s report pursuant to this Section 2.6, then Helicon Corp. will retain Deloitte & Touche LLP to make the final determination, under the terms of this Agreement, of any amounts under dispute. Deloitte & Touche LLP shall endeavor to resolve the dispute as promptly as practicable and (y) Seller Representative agreessuch firm's resolution of the dispute shall be final and binding on the parties, upon reasonable notice, to give Purchaser and a judgment may be entered thereon in any court of competent jurisdiction. The costs and expenses of Deloitte & Touche LLP and its Representatives reasonable access during normal business hours services rendered pursuant to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used in the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party this Section 2.6 shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, so long as such Party has used its commercially reasonable efforts to obtain such consentborne one-half by Buyer and one-half by Sellers.

Final Closing Statement. Purchaser Within one hundred twenty days after the Closing Date, Buyer shall prepare and deliver to Seller Representative not later than seventy-five the General Partner a written report (75the "Final Closing Statement") days setting forth Buyer's final estimates of Closing Net Liabilities and Closing Equivalent Subscribers, determined in accordance with Section 2.5. The Final Closing Statement shall be prepared by Buyer in good faith and shall be certified by Buyer to be, as of the date prepared, its good faith estimate of the Closing Net Liabilities and Closing Equivalent Subscribers. Buyer shall allow the General Partner and its agents access at all reasonable times after the Closing Date a statement (to copies of the “books, records and accounts of the FrontierVision Companies and make available to the General Partner such information as the General Partner reasonably requests to allow the General Partner to examine the accuracy of the Final Closing Statement”) . Within thirty days after the date that the Final Closing Statement is delivered by Buyer to the General Partner, the General Partner shall complete its examination thereof and may deliver to Buyer a written report setting forth (i) any proposed adjustments to any amounts set forth in the relevant calculations Final Closing Statement. If the General Partner notifies Buyer of Closing Date Working Capital and its acceptance of the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect to the calculations reflected amounts set forth in the Final Closing Statement, or if requested by Seller Representative. The Final Working Capital Adjustment the General Partner fails to deliver its report of any proposed adjustments within the thirty day period specified in the preceding sentence, the amounts set forth on in the Final Closing Statement shall be prepared in good faithconclusive, in accordance with (i) GAAPfinal, using and binding on the same accounting principles, policies and methods parties as have historically been used by the Acquired Companies in their preparation of the Financial Statements, last day of such thirty day period. Buyer and (ii) the line items General Partner shall use good faith efforts to resolve any dispute involving the amounts set forth in the Final Closing Statement. If the General Partner and Buyer fail to agree on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained any amount set forth in the Final Closing Statement and (y) Seller Representative agreeswithin fifteen days after Buyer receives the General Partner's report pursuant to this Section 2.7, upon reasonable noticethen the General Partner shall retain a national independent accounting firm which is approved by Buyer to make the final determination, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employeesunder the terms of this Agreement, accountants, financial advisors, in each case, who assisted in of any amounts under dispute. Buyer hereby approves the preparation, review, verification and audit appointment of any of the Final Closing Statement, and to Seller Representative’s books and records used in "Big Five" accounting firms selected by the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; provided that no Party shall be obligated to deliver any accountant work papers where the accounting firm does not consent to the delivery thereof, General Partner so long as such Party has used firm does not then serve as the independent auditor of any of the FrontierVision Companies or the General Partner or Buyer. The selected accounting firm shall endeavor to resolve the dispute as promptly as practicable and such firm's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. All of the costs and expenses of the selected accounting firm and its commercially reasonable efforts services rendered pursuant to obtain this Section 2.7 shall be borne by Buyer, on the one hand, and Sellers, on the other hand, as nearly as possible in the proportion to the amount by which the determination of all matters related to such consentcosts and expenses varies from the positions of Buyer and the General Partner on all such matters. Any fees to be borne by Sellers pursuant to the preceding sentence shall be paid out of the Post-Closing Adjustment Funds in accordance with the provisions of Section 2.7(c).