Common use of Inventory Adjustment Clause in Contracts

Inventory Adjustment. (i) As promptly as reasonably practicable after the Closing, but no later than sixty-five (65) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement (the “Final Closing Statement”) setting forth and certifying Buyer’s calculation of the Inventory Value as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (ia) As promptly as reasonably practicable after the Closing, but no later than sixtyWithin forty-five (6545) calendar days after the Closing Date, Buyer Seller shall cause to be prepared and delivered to Seller Buyer (i) a statement (the “Final Closing Inventory Statement”) setting forth the Closing Date Inventory and certifying Buyer’s calculation of the Inventory Value components and calculations thereof as of 11:59 p.m., Detroit time, on the Closing Date, determined prepared in accordance with the procedures set forth policies, practices and methodologies used in Schedule 2.3(c) the preparation of, and provided in the format used for, the reference inventory statement (the “Final Reference Inventory ValueStatement”) attached as Section 4.5 of the Disclosure Schedule, which is consistent with the policies, procedures and methodologies adopted for historical periods (i.e., calendar years ended December 31, 2010 and December 31, 2011) and (ii) a statement (the “Inventory Adjustment Statement”) setting forth the calculation of the amount by which the Closing Date Inventory as shown on the Inventory Statement either (A) exceeds the Target Inventory (as such amount may be adjusted below, the “Inventory Excess Amount”) or (B) is less than the Target Inventory (as such amount may be adjusted below, the “Inventory Deficiency Amount”). (iib) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery After receipt of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Adjustment Statement, Buyer will have sixty (60) calendar days to review the Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation Inventory Adjustment Statement. Seller will give, or cause to be given, to Buyer reasonable access to all documents, records, facilities and employees of Final Inventory Value as set forth therein, Seller and the Final Inventory Value as set forth its Affiliates used in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended their preparation to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned employees are employed by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render its Affiliates at such decision no time. Not later than thirty sixty (3060) calendar days following the date of commencement receipt of the Inventory Statement and the Inventory Adjustment Statement, Buyer shall provide Seller with a notice (a “Dispute Notice”) listing those items, if any, to which Buyer takes exception, which notice shall also (i) specifically identify, and provide a reasonably detailed explanation of the basis upon which Buyer has delivered such list, including, without limitation, the applicable provisions of this Agreement on which the dispute set forth in such Dispute Notice is based, (ii) set forth the amount of Closing Date Inventory that Buyer has calculated based on the information contained in the Inventory Statement and (iii) specifically identify Buyer’s proposed adjustment(s). Unless Buyer delivers the Dispute Notice to Seller setting forth the specific items disputed by Buyer on or prior to the sixtieth (60th) day after Buyer’s receipt of the Inventory Statement and the Inventory Adjustment Statement, Buyer will be deemed to have accepted and agreed to the Inventory Statement and the Inventory Adjustment Statement and such statements (and the calculations contained therein) will be final, binding and conclusive. If Buyer timely provides Seller with a Dispute Notice, Seller and Buyer will, within fifteen (15) days following receipt of such engagementDispute Notice by Seller (the “Resolution Period”), attempt to resolve their differences with respect to the items specified in the Dispute Notice (the “Disputed Items”), and all other undisputed items (and all calculations relating thereto) will be final, binding and conclusive. Any written resolution by Seller and Buyer during the Resolution Period as to any Disputed Items will be final, binding and conclusive. (c) If Seller and Buyer do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute shall be submitted within fifteen (15) days after the expiration of the Resolution Period to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Neutral Arbitrator”); provided that if at such time either Seller or Buyer shall discover a bona fide conflict with respect to the Neutral Arbitrator or the Neutral Arbitrator resigns or expressly states its refusal for any reason to resolve the Disputed Items in accordance with this Section 4.5, the parties shall submit the matter to another independent accounting firm of international reputation reasonably acceptable to both Seller and Buyer to resolve the remaining matters in dispute, and such firm shall be the Neutral Arbitrator for all purposes of this Section 4.5(c). The Independent Accountant Neutral Arbitrator shall act as an expert and not as an arbitrator to determine only the specific items under dispute by those Disputed Items remaining in dispute, consistent with this Section 4.5, and shall request a statement from each of Seller and BuyerBuyer regarding such remaining Disputed Items. In making such determination, the Independent Accountant shall The Neutral Arbitrator will consider only those items or amounts in Disputed Items that Seller on the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller one hand and Buyer and shall be conclusive and binding on the parties heretoother hand are unable to resolve. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and Neutral Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) any party. The Independent Accountant will determine the allocation scope of the cost of its review and report based on disputes to be arbitrated by the inverse Neutral Arbitrator is limited to whether the preparation of the percentage its determination Inventory Statement and the Inventory Adjustment Statement were done in accordance with GAAP and, the Reference Inventory Statement consistently applied, and whether there were mathematical errors in the preparation of the Inventory Statement and the Inventory Adjustment Statement, and the Neutral Arbitrator is not to make any other determination. All fees and expenses relating to the work, if any, to be performed by the Neutral Arbitrator will be allocated between Seller and Buyer in the same proportion that the aggregate amount of the Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by such party (before such allocationas finally determined by the Neutral Arbitrator) bears to the total amount of such Disputed Items so submitted by such party. In addition, the total items parties shall give the Neutral Arbitrator access to all documents, records, facilities and employees as reasonably necessary to perform its function as arbitrator. The Neutral Arbitrator will deliver to Seller and Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in dispute as originally arriving at such determination and to be based solely on information provided to the Neutral Arbitrator by Seller and Buyer) of the Disputed Items submitted to the Independent Accountant. For exampleNeutral Arbitrator within thirty (30) days after receipt of such Disputed Items (or as soon thereafter as practicable), should the items in dispute total in amount to $1,000 which determination will be final, binding and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shallconclusive, and shall cause their respective Affiliates and Representatives to, cooperate and assist in judgment may be entered on the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnelaward. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (i) As On or promptly as reasonably practicable following the Closing -------------------- Date (unless otherwise agreed to by the parties), ComEd shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property or at locations off-site to the extent such fuels and Spare Parts have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property. Purchaser may have its representatives observe the taking of such physical inventory. Purchaser hereby agrees that ComEd and its employees, agents, representatives and contractors shall have the right and license to enter the Facilities after the Closing, from time to time upon reasonable advance notice, for the purpose of conducting such physical inventory and other purposes incidental thereto. The right and license granted by Purchaser to ComEd pursuant to the immediately preceding sentence shall be irrevocable, but no later than sixty-five (65) days shall automatically expire on the Determination Date. Promptly after the Closing Date, Buyer and in any event within sixty days thereof, ComEd shall cause prepare and forward to be prepared Purchaser, (1) a valuation of such physical inventory of such fuels located at the Transferred Real Property, together with the natural gas inventory allocated to the Facilities, any coal in transit and delivered to Seller a statement the handling expenses associated with the foregoing (collectively, the “Final Closing Statement”) setting forth "FUELS INVENTORY"), using the principles and certifying Buyer’s calculation of the Inventory Value as of the Closing Date, determined in accordance the procedures --------------- methods set forth in Schedule 2.3(c2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory of the “Final Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location to the extent such have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property, together with any handling expenses associated with the foregoing (the "OTHER INVENTORIES"), using the ----------------- principles and methods set forth in Schedule 2.6(b) (Inventory Value”Valuation --------------- Methodologies). (ii) If Seller disagrees Purchaser shall have thirty days from its receipt of such valuation to raise in writing by notice to ComEd any objections it has to the inclusion or exclusion of items in or from such valuations or that such valuations were not prepared in accordance with Buyer’s calculation the requirements of Final Inventory Value as set forth this Section. Any objection so raised shall be referred to, and resolved by, representatives of Purchaser and ComEd or, if a Party fails to appoint a representative for such purpose within ten days or such representatives fail to agree on a resolution within ten days after the Final Closing Statementexpiration of the thirty day period referenced in the immediately preceding sentence, Seller may, an independent accountant selected by the Parties (who shall be provided with the Parties' respective positions and access to relevant records and instructed to issue a decision within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”his or her selection). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller The resolution by the independent accountant shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii)final, Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on upon the parties heretoParties. The fees and expenses of the independent accountant shall be borne one-half by Purchaser and one-half by ComEd. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during The term "CLOSING DATE INVENTORY AMOUNT" means (1) if Purchaser ----------------------------- has no objections as aforesaid or fails to object to the thirty (30) days following such delivery, use commercially reasonable efforts valuation in writing to reach agreement on ComEd within the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputesrequired thirty-day period, the computation aggregate valuation of Final the Fuels Inventory Valueand the Other Inventories as determined by ComEd, or (2) if Purchaser objects as amended to the extent necessary and when provided in subparagraph (ii) above, such aggregate valuation as adjusted to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using any such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items objections as provided in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or subparagraph (ii) adjusted upward by above and the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of term "DETERMINATION DATE" means ------------------ the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result Inventory Amount is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Dateso determined.

Inventory Adjustment. (ia) As promptly as reasonably practicable after Schedule 4.10 is a statement setting forth Parent’s estimate of the Closingtype and value of the Business Inventory, but no later than sixty-five in each case to be transferred to RMT Partner pursuant to Section 4.2 on the Closing Date (65) the “Estimated Adjustment Statement”). Within 60 days after following the Closing Date, Buyer Parent shall cause prepare and deliver to be prepared and delivered to Seller RMT Partner a statement (the “Final Closing Statement”) setting forth the type and certifying Buyer’s calculation value of the Inventory Value Business Inventory, as of the Closing Date, that in the case of the Business Inventory is current, non-obsolete and saleable or useable in the ordinary course of business. Such statement of Business Inventory shall be derived from a physical taking of the inventory as of the Closing Date. The value of the Business Inventory shall be determined in accordance a manner as described on Schedule 4.10 consistent with the procedures set forth in Schedule 2.3(c) Financial Information to the extent such Financial Information relates to the valuation of the Business Inventory (the “Final Inventory ValueClosing Adjustment Statement” and together with the Estimated Adjustment Statement, the “Adjustment Statements”). The Adjustment Statements shall exclude any items for amounts with respect to Taxes. Upon the reasonable request of Parent, RMT Partner shall provide to Parent and its accountants access to the books and records, any other information, including working papers of its accountants, and to any employees of RMT Partner necessary for Parent to prepare the Closing Adjustment Statement, to respond to the RMT Partner Objection and to prepare materials for presentation to the Accounting Firm in connection with Section 4.10 and RMT Partner shall otherwise cooperate with and assist Parent as may be reasonably necessary to carry out the purposes of this Section 4.10. (iib) If Seller disagrees RMT Partner shall, within 30 days after the delivery by Parent of the Closing Adjustment Statement, complete its review thereof. RMT Partner and its representatives shall have the opportunity to observe the taking of inventory (which may begin prior to the Closing Date) in connection with Buyer’s the calculation of Final the Closing Adjustment Statement and verify the status of the Business Inventory Value as set forth on current, non-obsolete and saleable or usable in the Final Closing Statement, Seller may, within thirty (30) ordinary course of business. For a period of 30 days after delivery of the Final Closing Adjustment Statement, deliver a written notice Parent shall make available to Buyer setting forth Seller’s RMT Partner all books, records, work papers, personnel (including their accountants and employees) and other materials and sources used by Parent to prepare the Closing Adjustment Statement. The Closing Adjustment Statement shall be binding and conclusive upon, and deemed accepted by, RMT Partner unless RMT Partner shall have notified Parent in writing within 30 days after delivery of the Closing Adjustment Statement of any good faith objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection NoticeRMT Partner Objection”). Any RMT Partner Objection shall set forth a description of the basis of the RMT Partner Objection and the adjustments to the value of Business Inventory Objection Notice shall specify in reasonable detail those reflected on the Closing Adjustment Statement which RMT Partner believes should be made. Any items or amounts as to which Seller disagrees, and Seller not disputed during the foregoing 30 day period shall be deemed to have agreed been accepted by RMT Partner. (c) If Parent and RMT Partner are unable to resolve any of their disputes with all other items and amounts contained in respect to the Final Closing Adjustment Statement and within 30 days following Parent’s receipt of the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory RMT Partner Objection Notice within to such thirty (30) day period Closing Adjustment Statement pursuant to this Section 2.3(d)(ii4.10(b), Seller they shall refer their remaining differences to an internationally recognized firm of independent public accountants as to which Parent and RMT Partner mutually agree (the “Accounting Firm”) for decision, which decision shall be deemed final and binding on the parties. Any expenses relating to have agreed with all items and amounts contained in the Final Closing Statement and engagement of the calculation of Final Inventory Value as set forth thereinAccounting Firm shall be shared equally by Parent, on one hand, and RMT Partner, on the Final Inventory Value as set forth other hand. Parent and RMT Partner shall each bear the fees of their respective auditors incurred in connection with the Final determination and review of the Adjustment Statements. (d) The Closing Adjustment Statement shall be conclusive become final and binding on the parties hereto. upon the earliest of (i) if no RMT Partner Objection has been given, the expiration of the period within which RMT Partner must make its objection pursuant to Section 4.10(b) hereof, (ii) agreement in writing by Parent and RMT Partner that the Closing Adjustment Statement, together with any modifications thereto agreed by Parent and RMT Partner, shall be final and binding and (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final Accounting Firm shall issue its written determination with respect to any dispute relating to such Closing Adjustment Statement. The Closing Adjustment Statement, as submitted by Parent if no timely RMT Partner Objection has been given, as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the Accounting Firm, when final and binding on all parties, is herein referred to as the “Final Closing Adjustment Statement.” (e) Within ten business days following issuance of the Final Closing Adjustment Statement, the net adjustment payment payable pursuant to this Section 2.3(d)(ii4.10(e) (the “Adjustment Payment”) and interest thereon shall be paid by wire transfer of immediately available funds to a bank account designated by Parent or 2.3(d)(iii)RMT Partner, as applicablethe case may be. The Adjustment Payment shall be the difference, if any, between (i) if the result of (Ax) the value of Business Inventory, as reflected on the Final Inventory ValueClosing Adjustment Statement, minus (By) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such numberBusiness Inventory, together with interest thereon from as reflected on the Closing Date at a per annum rate equal Estimated Adjustment Statement. The Adjustment Payment, if any, shall be payable by RMT Partner to the 1 Year London InterBank Offered Rate as of the Closing Date.Parent, if positive, and by Parent to RMT Partner, if

Inventory Adjustment. After Closing, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ -------------------- shall cause the Gen-X Companies, in the ordinary course of business, to use reasonable and normal efforts to sell the Inventory reflected on the Closing Date Balance Sheets (ithe "Gen-X Closing Inventory") As promptly as reasonably practicable at the highest possible prices. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ shall cause the Gen-X Companies to maintain complete and accurate records of all sales of Inventory by the Gen-X Companies from the Closing Date until 180 days after the ClosingClosing Date (the "Inventory Cutoff Date"), but no later than sixty-five (65) which records shall show the date of the sale, the customer to whom the sale was made and the cost and sales price of the Inventory sold. Within 195 days after the Closing Date, Buyer ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ shall cause the Gen-X Companies to be prepared and delivered deliver to Seller Global copies of such records, together with a statement (the “Final Closing Statement”"Statement of Unsold and Other Inventory") setting forth and certifying Buyer’s calculation of the Inventory Value as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on Gen-X Closing Inventory has not been sold by the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm Cutoff Date (the “Independent Accountant”"Unsold Inventory") agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include including a statement of the Independent Accountant’s determination of each disputed item and a statement net realizable value to which such Unsold Inventory should be written down as of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)Cutoff Date) and may not assign a value to any item greater than which of the greatest value for such item or Gen-X Closing Inventory was sold at an amount less than the smallest value for amount at which such item claimed by either Buyer or Seller, as applicable. Inventory was reflected on the Closing Date Balance Sheets (iv) The Independent Accountant will determine the allocation "Other Inventory"). Within 30 days after the receipt of the cost Statement of its review Unsold and report based Other Inventory, Global shall notify the Owners of any objections to the Statement of Unsold and Other Inventory. If Global does not notify the Owners of any objections by the end of such 30-day period, then the amounts of Unsold Inventory (including the value thereof) and Other Inventory shall be considered final on the inverse last day of such 30-day period. If Global does notify the percentage its determination Owners of any objections by the end of such 30-day period, and the Owners and Global are unable to resolve their differences within 15 days thereafter, then the disputed amounts of Unsold Inventory (before such allocationor the value thereof) bears to the total amount of the total items in dispute as originally and Other Inventory shall be submitted to the Independent Accountant. For exampleArbiter for resolution, should with the items in dispute total in amount to $1,000 costs thereof paid 50% by the Owners and 50% by Global, and the Independent Accountant awards $600 in favor Arbiter shall be instructed to deliver a final Statement of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Unsold Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers Owners and personnel. (vi) Global as soon as possible. The Purchase Price will be: "Inventory Adjustment" shall be equal to the sum of (i) adjusted downward by the amount, if any, by which the value of the Unsold Inventory Advance exceeds as of the Final Inventory Value or Cutoff Date is less than the value at which such Unsold Inventory was reflected the Closing Date Balance Sheets, and (ii) adjusted upward by the amount, if any, by which the Final price at which such Other Inventory Value exceeds was sold by the Gen-X Companies is less than the value at which such Other Inventory Advance. (vii) Within five (5) Business Days of the date was reflected on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing DateBalance Sheets.

Inventory Adjustment. (i) As promptly as reasonably practicable after the Closing, but no later than sixty-five (65) Within 45 days after following the Closing Date, Buyer the Purchaser shall cause deliver to be prepared and delivered to the Seller a statement (the “Final Closing StatementPurchaser’s Calculation”) setting forth and certifying Buyer’s calculation the Transferred Inventory, net of the Inventory Value reserves (“Net Inventory”) as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) Date (the “Final Closing Inventory Value”)) determined in conformity with GAAP. (ii) If the Seller disagrees with Buyerthe Purchaser’s calculation of Final Inventory Value as set forth on Calculation, the Final Closing Statement, Seller may, within thirty (30) 15 days after delivery of the Final Closing StatementPurchaser’s Calculation, deliver a written notice to Buyer setting forth (the “Seller’s objection thereto Objection”) to the Purchaser disagreeing with the Purchaser’s Calculation and specifying, in reasonable detail (i) the Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within and (ii) the Purchaser’s grounds for such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties heretodisagreement. (iii) If Seller timely delivers an Inventory a Seller’s Objection Noticeis duly delivered pursuant to Section 1.4(a)(ii), Buyer the Purchaser and the Seller shall, during the thirty (30) 15 days following such delivery, use commercially their reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Closing Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended they are unable to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using reach such commercially reasonable effortsagreement during such period, the parties do not agree on shall promptly engage the Final CPA Firm to review promptly the Net Inventory for the purpose of calculating the Closing Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determinationcalculation, the Independent Accountant CPA Firm shall consider only those items or amounts in determine the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreedValue. The decision of CPA Firm shall deliver to the Independent Accountant shall include a statement of Purchaser and the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicablepromptly as practicable, a report setting forth such calculation of the Closing Inventory Valuation. Such report shall be final and binding upon the Purchaser and the Seller (absent manifest error). The cost of the CPA Firm shall be borne equally by the Purchaser and the Seller. (iv) The Independent Accountant will determine Purchaser and the allocation Seller each agree to reasonably cooperate and assist in the determination of the cost of Closing Inventory Value under this Section 1.4(a), including by making available to the other party and its representatives, to the extent reasonably requested, reasonable access to books, records, work papers, personnel and representatives in connection with such other party’s preparation and review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Sellerclosing statement. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds If the Final Inventory Value or (iias defined below) adjusted upward by is less than the amountBase Inventory Value, if anythe Seller shall pay to the Purchaser, as an adjustment to the Purchase Price, the amount by which the Final Inventory Value exceeds is less than the Base Inventory Advance. (vii) Within five (5) Business Days of Value. If the date on Final Inventory Value is greater than the Base Inventory Value, the Purchaser shall pay to the Seller, as an adjustment to the Purchase Price, the amount by which the Final Inventory Value becomes final pursuant is greater than the Base Inventory Value; provided that any such payment by the Purchaser to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, the Seller shall not exceed $3,900,000. “Final Inventory Value” means the Closing Inventory Value (i) as shown in the Purchaser’s Calculation if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, no Seller’s Objection is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal duly delivered to the 1 Year London InterBank Offered Rate as of the Closing Date, Purchaser in compliance with Section 1.4(a)(ii); or (ii) if such result a notice of disagreement is a negative numberdelivered, (A) as agreed by the Purchaser and the Seller shall pay, pursuant to Section 1.4(a)(iii) or cause to be paid, to Buyer an amount (B) in cash equal to the absolute value absence of such numberagreement, together with interest thereon from as shown in the Closing Date at a per annum rate equal CPA Firm’s calculation delivered pursuant to the 1 Year London InterBank Offered Rate as of the Closing DateSection 1.4(a)(iii).

Inventory Adjustment. (ia) As promptly For purposes of this Agreement, the term "Inventory Value" shall be determined in accordance with GAAP applied on a consistent basis with the accounting principles and methodologies historically used by the Sellers, which were used to prepare the statement of product contribution set forth on Schedule 2.06 (the "Valuation Principles"), determined as reasonably practicable after the Closing, but no later than sixty-five (65) days after if the Closing Date, Buyer shall cause to be prepared Date were the Company's normal year end. (b) Sellers and delivered to Seller Purchaser have jointly conducted a statement (the “Final Closing Statement”) setting forth and certifying Buyer’s calculation physical count of the Inventory Value as of the Closing Date, determined in accordance Date pursuant to the procedures set forth on Exhibit 1.04(b) hereto. Such physical count was observed by the Independent Accountant. All fees and expenses of the Independent Accountant incurred in Schedule 2.3(cthis capacity shall be billed to and shared equally by the Sellers and Purchaser. Such physical inventory count occurred on August 25, 2001, August 26, 2001 and August 27, 2001. Within five business days following the physical count, the Sellers shall calculate in good faith and in accordance with the Valuation Principles the Inventory Value for the Inventory as of the Closing Date and deliver a certificate indicating such Inventory Value to the Purchaser (the "Inventory Calculation"). For purposes of the Inventory Calculation, Inventory in transit on the Closing Date shall not be included in the calculation of Inventory Value. Purchaser shall pay Sellers, at Sellers' cost, for any such Inventory in transit on the Closing Date. Sellers shall deliver such Inventory to Purchaser upon receipt of payment from Purchaser. (c) If the Purchaser disagrees in good faith with the Inventory Calculation, the Purchaser shall provide a detailed objection to the Sellers in writing within ten (10) business days after receipt of notice from Sellers of the Inventory Calculation, and the (d) In the event that the Inventory Calculation for the Inventory shall be less than $24.0 million ($24,000,000) (the “Final "Minimum Inventory Value”"). , the Sellers shall pay to the Purchaser the shortfall. In the event that the Inventory Calculation for the Inventory shall be more than the Minimum Inventory Value, the Purchaser shall retain the excess Inventory without further payment to the Sellers for such excess. In the event of a shortfall, (i) any amounts owed by the Sellers to the Purchaser as a result of the Sellers' Inventory Calculation delivered pursuant to Section 1.04(b) shall be delivered to Purchaser within two (2) business days of delivery by Sellers of such notice of Inventory Calculation, and (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value any amounts owed by the Sellers to the Purchaser as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery a result of the Final Closing Statement, deliver determination of the Inventory Calculation pursuant to Section 1.04(c) (whether through negotiations between the Sellers and the Purchaser or through a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation determination of the Independent Accountant) shall be made within two (2) business days of such amount (such notice, the “Inventory Objection Notice”)determination. Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as owed pursuant to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in clause (ii) of the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty immediately preceding sentence (30e) day period Amounts payable pursuant to this Section 2.3(d)(ii), Seller 1.04 shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value treated as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended adjustment to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advancefor all purposes. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (ia) As promptly The Purchase Price shall be adjusted upward or downward by an amount (“Inventory Adjustment”) equal to the value of the Inventory of the Business as reasonably practicable after of the Closing Date (the “Closing Inventory Value”) minus $994,808.81, the value of the Inventory of the Business as of June 30, 2011 as set forth on Schedule 3.3(a). Following the Closing, but no later than sixty-five in accordance with Sections 3.3(b) and (65c) below, Purchaser shall determine Closing Inventory Value and the Inventory Adjustment, if any. (b) Within thirty (30) days after the Closing Date, Buyer shall Purchaser will prepare, and cause to be prepared and delivered to Seller, a computation of the Closing Inventory Value and a written calculation of the Inventory Adjustment, if any. Each party shall fully cooperate in providing the other parties with reasonable access to all data and other information necessary to determine such amounts. Purchaser’s calculation of any Inventory Adjustment, if any, shall become final and binding on the thirtieth (30th) day after delivery to Seller, except to the extent, if any, that Purchaser receives written notice from Seller prior to such date identifying a statement dispute of the Inventory Adjustment and the extent and nature of such dispute. (c) All quantities of Inventory to be included in the calculation of Closing Inventory Value shall be determined by the physical count conducted by the parties’ on-site authorized Representatives as soon as practicable, but in any event within five (5) Business Days, after the Closing Date, provided that such count shall be adjusted to reflect any transactions affecting Inventory from the Closing Date through such count. In the event of any dispute between the parties concerning the quantity of any Inventory, the parties shall, if such dispute remains unresolved upon the expiration of fifteen (15) Business Days following the Closing Date (during which fifteen (15) Business Day period, the parties shall use good faith efforts to resolve such dispute), hire ParenteBeard (“Final Closing StatementDesignated Expert”) setting forth to determine the Closing Date quantities of Inventory. If the Designated Expert is unavailable for whatever reason, and certifying Buyerthe parties are unable to agree on a replacement, then they will petition a court of competent jurisdiction to select the most competent and qualified independent expert from a list submitted by each. The Designated Expert’s calculation of the Inventory Value as of disputed quantities shall not be less than the Closing Datelowest amount, determined in accordance nor higher than the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statementhighest amount, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto proposed by Purchaser and Seller’s calculation of such amount (such notice, . All quantities determined by the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller expert so chosen shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive final and binding on the parties heretoparties, with the cost of such work allocated to each party based on the proportion by which the amount in dispute was determined in favor of one party or the other. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (viid) Within five (5) Business Days of after the date on which the Final Inventory Value Adjustment becomes final and binding pursuant to this Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, 3.3; (i) if the result amount of (A) the Final Inventory Value, minus (B) the Inventory Advance, Adjustment is a positive number, Buyer Purchaser shall paypay to Seller, or cause as an adjustment to be paidthe Purchase Price, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or Inventory Adjustment by wire transfer in immediately available funds; or (ii) if such result the amount of the Inventory Adjustment is a negative number, Seller shall paypay to Purchaser, or cause as an adjustment to be paidthe Purchase Price, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing DateInventory Adjustment by wire transfer in immediately available funds.

Inventory Adjustment. (ia) As promptly as reasonably practicable after the Closing, but no later than sixty-five Within ninety (6590) calendar days after the Closing Date, Seller shall deliver to Buyer a “Statement of Change in Inventory Value” from December 31, 2005 to the Effective Time in the form attached hereto as Exhibit H. In addition, at such ▇▇▇▇ ▇▇▇▇▇▇ shall cause deliver to be Buyer a procedures report from KPMG, L.L.P. setting forth its findings with regard to the performance of the agreed upon procedures as set forth in Exhibit I attached hereto in respect of Seller’s calculation and value, as of the Effective Time, of all Inventory included in the Purchased Assets prepared and delivered to Seller a statement as described herein (the “Final Closing StatementStatement of Inventory Value”). Buyer and an accounting firm selected by Buyer, at Buyer’s expense, shall have the right to be present to observe the taking of any physical inventory in conjunction with the preparation of Seller’s calculation of the Statement of Inventory Value and may review and examine the procedures, books, records and work papers used in its preparation. The Statement of Inventory Value shall reflect the value (net of any reserve relating thereto) of all Inventory included in the Purchased Assets in accordance with GAAP, consistently applied since December 31, 2005, as of the Effective Time and that conforms with the representations and warranties set forth in Section 4.18, with such determination reflecting (i) an accounting adjustment derived from a physical count of such Inventory and a qualitative inspection of such Inventory, each conducted by Seller, and (ii) the accounting adjustments derived from the Books and Records that reflect changes in such Inventory during the period from the Effective Time to the date of such physical count and qualitative inspection. In determining the value of such Inventory, all reserves relating thereto (other than a valuation reserve relating to accurately stating such valuation on a first in, first out basis) as reflected in the Financial Statements shall not be reduced or otherwise decreased. (b) Unless Buyer, within forty-five (45) calendar days after receipt of the Statement of Inventory Value, delivers a written notice to Seller that it objects to the computation contained therein, specifying the basis for such objection and setting forth and certifying Buyer’s calculation of the value of such Inventory Value as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) Effective Time (the an “Final Inventory ValueObjection Notice”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, Inventory shall be binding upon the “parties. The computation of the Statement of Inventory Value shall not be disputed as to accounting principles so long as the principles and procedures used to compute it are in accordance with GAAP and Section 2.5(a). The delivery to Buyer of the audited financial statements pursuant to Section 6.3(c) and the use thereof in any filing made by Buyer pursuant to applicable securities laws shall in no way prejudice Buyer’s right to assert an objection to Seller’s calculation pursuant to an Objection Notice”). Any Inventory If Buyer timely delivers an Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagreesSeller, then Buyer and Seller shall be deemed endeavor in good faith to have agreed with all other items and amounts contained resolve the objections presented in the Final Closing Statement Objection Notice, for a period of thirty (30) calendar days from the date of delivery of the Objection Notice. If Buyer and Seller are unable to agree upon the calculation of Final a Statement of Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) calendar day period pursuant or within a mutually agreed-to extended time period, the dispute shall be referred to Ernst & Young for a final determination thereof, or such other recognized firm of independent certified public accountants selected by mutual agreement of Buyer and Seller; provided, however, that if Buyer and Seller are unable to so agree within five (5) calendar days after Ernst & Young informs either Buyer or Seller of its unwillingness to so serve (the “Decline Date”), then within ten (10) calendar days after the Decline Date, each of Buyer and Seller shall select an office of an independent accounting firm of recognized national standing and such two firms shall, within fifteen (15) calendar days after the Decline Date, then select a third independent accounting firm of recognized national standing to resolve the dispute (such selected accountants, the “Settlement Accountants”). Buyer and Seller will enter into reasonable and customary arrangements for the services to be rendered by the Settlement Accountants under this Section 2.3(d)(ii)2.5. The determination of the dispute by the Settlement Accountants shall be final, binding and conclusive and shall not be subject to further review, challenge or adjustment. Buyer and Seller shall be deemed use commercially reasonable efforts to have agreed with all items cause the Settlement Accountants to reach a determination as promptly as practicable (and amounts contained in any event within thirty (30) calendar days from the Final Closing Statement and date that the calculation of Final Inventory Value as set forth thereindispute is submitted to it), and the Final Settlement Accountants shall limit their review only to the dispute submitted to it. The Settlement Accountants shall only assign a value to such Inventory as of the Effective Time that is within the range for the value of such Inventory defined by the value of such Inventory set forth in the Statement of Inventory Value delivered by Seller and the value of such Inventory set forth in the Objection Notice. Buyer and Seller shall each furnish the Settlement Accountants such workpapers and other documents and information relating to the dispute, and shall provide interviews and answer questions, as the Settlement Accountants may reasonably request. Each party shall pay its own costs and expenses incurred in connection with this Section 2.5; provided, however, that Buyer, on the one hand, and Seller, on the other hand, shall each pay one half of the fees and expenses of the Settlement Accountants. (c) The Base Purchase Price shall be either increased by the amount by which the final “Inventory Valuation as of Effective Time” as set forth in the Final Closing “Statement shall be conclusive and binding on of Change in Inventory Value” exceeds Thirty Four Million Five Hundred Thousand Dollars ($34,500,000) or decreased by the parties heretoamount by which the value of such Inventory is less than Thirty Four Million Five Hundred Thousand Dollars ($34,500,000). (iiid) If Seller timely delivers an Inventory Objection Notice, Buyer Any Base Purchase Price adjustment payment as finally determined or agreed upon under Sections 2.5(b) and Seller shall, during 2.5(c) shall be payable promptly upon request in accordance with the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution instructions of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such differenceappropriate recipient, together with interest thereon for each day from and including the Closing Date to the date of such payment, at a rate per annum rate equal to the 1 Year London InterBank Offered Interest Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of on the Closing Date.

Inventory Adjustment. (ia) As On the Closing Date, Seller will commence, and use its commercially reasonable efforts to promptly as reasonably practicable after complete on the ClosingClosing Date, but no later than sixty-five (65) a physical count of the Inventory and, based on such physical count, will prepare and deliver to Purchaser, within a period of 30 days after the Closing Date, Buyer shall cause to be prepared an inventory report (by part number, quantity and delivered to Seller a statement (the “Final Closing Statement”value) setting forth and certifying Buyer’s calculation the aggregate value of the Inventory Value as net of any required inventory reserves (the "Closing Inventory Report"), such value to be determined using the accounting principles set forth on Schedule 2.4 hereof. Purchaser may (at its own expense) have its own independent certified public accountants or internal auditors and quality personnel observe Seller's conduct of the physical count of the Inventory. (b) Following receipt of the Closing DateInventory Report, determined Purchaser will have a period of 30 days to review the Closing Inventory Report. At or before the end of this review period, Purchaser will either (i) accept the Closing Inventory Report in accordance its entirety, in which case the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery aggregate value of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation Inventory net of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall any required inventory reserves will be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on Inventory Report, or (ii) deliver to Seller a reasonably detailed notice setting forth those items in the parties hereto. Closing Inventory Report that Purchaser disputes (iii) If Seller timely delivers an Inventory Objection Noticethe "Disputed Items"), Buyer and Seller shall, during in which case the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution aggregate value of the dispute, shall Inventory net of any required inventory reserves not affected by Disputed Items will be conclusive and binding on deemed to be as set forth in the parties heretoClosing Inventory Report. If, despite using such commercially reasonable effortsWithin a further period of 30 days from the end of Purchaser's review period, the parties do not agree on will attempt to resolve in good faith any Disputed Items. Failing such resolution, any unresolved Disputed Items will be referred for final binding resolution to the Final Inventory ValuePhoenix, Buyer and Seller shall promptly cause Deloitte Arizona office of PricewaterhouseCoopers LLP (or if Deloitte LLP is unable or unwilling to accept such engagementthe "Accounting Firm"). The aggregate value of Inventory net of any required inventory reserves affected by any unresolved Disputed Items will be deemed, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not in each case, to be unreasonably withheld, delayed or conditioned as determined by Seller or Buyer)) to decide only those items the Accounting Firm in dispute and shall instruct accordance with the Independent Accountant to render such decision no later than thirty (30) accounting principles set forth on Schedule 2.4 hereof within 30 days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreedreferral. The decision of the Independent Accountant shall include a statement Accounting Firm will be non appealable and incontestable by Seller or Purchaser and will not be subject to collateral attack for any reason. The fees and expenses of the Independent Accountant’s determination of each disputed item Accounting Firm shall be shared equally by Seller and a statement Purchaser. (c) Notwithstanding anything to the contrary in this Section 2.4, the value of the Final Products at Progistix in the Closing Inventory Value reflecting Report will be based on Progistix's most recent virtual inventory of the Independent Accountant’s determination Products, a copy of which shall be attached to the Closing Inventory Report (the "Virtual Inventory"). Following Purchaser's receipt of the Closing Inventory Report, either party (at its own expense) shall have the right to confirm the Virtual Inventory by notifying the other party of its intention to do so within 30 days of receipt of the Closing Inventory Report. Seller shall use its commercially reasonable efforts to assist Purchaser in confirming such Virtual Inventory to the extent that Purchaser requires the cooperation of Progistix to do so, including assisting Purchaser and its representatives in auditing or otherwise examining the Virtual Inventory system of Progistix and permitting Purchaser and its representatives to observe any physical inventory count that occurs between the date hereof and the date of the final Closing Inventory Report. If the confirming party disputes the Virtual Inventory (the "Disputing Party"), then within a further period of 30 days from receipt of the Disputing Party's notice, the parties will attempt to resolve the dispute in good faith. Failing such resolution, the Virtual Inventory will be referred for final binding resolution to the Accounting Firm. The aggregate value of the Virtual Inventory will be deemed to be as determined by the Accounting Firm in accordance with the accounting principles set forth on Schedule 2.4 hereof within the later of 30 days of (x) such referral or (y) the earliest time at which the Accounting Firm is granted access to Progistix to determine the value of the Inventory at Progistix. The decision of the Accounting Firm will be non appealable and incontestable by Seller or Purchaser and will not be subject to collateral attack for any reason. The fees and expenses of the Accounting Firm shall be shared equally by Seller and Purchaser. (d) If the aggregate value of the Inventory (including the Virtual Inventory) net of any required inventory reserves is finally determined to be less than the Estimated Closing Inventory Value, then, promptly (and in any event within two Business Days) after Purchaser's acceptance of the Closing Inventory Report in its entirety or the resolution of all disputed itemsunresolved Disputed Items, shall Seller will pay the amount of such difference to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser. If the aggregate value of the Inventory (including the Virtual Inventory) net of any required inventory reserves is finally determined to be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Estimated Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus then, promptly (Band in any event within two Business Days) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as after Purchaser's acceptance of the Closing DateInventory Report in its entirety or the resolution of all unresolved Disputed Items, or (ii) if Purchaser will pay the amount of such result is a negative numberdifference to Seller by wire transfer of immediately available funds to an account designated in writing by Seller; provided, Seller however, that, in no event shall paythe aggregate value of the Inventory net of any required inventory reserves, or cause to be paidas finally determined, to Buyer an amount in cash equal to exceed $50,000,000. To the absolute extent the aggregate value of such numberInventory net of any required inventory reserves exceeds $50,000,000, together with interest thereon from the Closing Date excess shall be retained by Seller (or, if already delivered to Purchaser, promptly returned to Seller at a per annum rate equal Seller's expense) and Seller may dispose of this excess (and any Inventory included in the inventory reserve that is retained by Seller) in the ordinary course of business notwithstanding anything to the 1 Year London InterBank Offered Rate as of the Closing Datecontrary contained in Section 5.9 hereof.

Inventory Adjustment. (ia) As promptly Schedule 1.1(a)(ii) consists of Seller’s good faith estimate of Inventory that will exist as reasonably practicable after the Closing, but no later than sixtyof Cut-five (65) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement Over (the “Final Closing StatementTarget Inventory”), subject to Seller’s delivery of Inventory pursuant to the Transition Services Agreement and this Agreement. (b) Seller shall deliver all remaining Inventory to Purchaser promptly following Cut-Over. Purchaser shall have from Cut-Over until the date that is [***] after Cut-Over (the “Adjustment Review Period”) setting forth to conduct a physical inventory inspection and certifying Buyer’s calculation count of the actual Inventory Value as of Cut-Over (the Closing Date“Actual Inventory”), determined using a methodology consistent with Seller’s past practice, in accordance order to determine whether and to what extent Actual Inventory differs from Target Inventory, subject in each case to the procedures adjustments set forth in Schedule 2.3(c) (the “Final Inventory Value”Section 1.5(a). (iic) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on Purchaser shall have until [***] business days following the Final Closing Statement, Seller may, within thirty (30) days after delivery end of the Final Closing StatementAdjustment Review Period to determine if Actual Inventory differs from Target Inventory and, if so, to deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount dispute (such notice, the a “Inventory Objection Dispute Notice”). Any If Purchaser fails to provide a Dispute Notice within [***] business days following the Adjustment Review Period, then the Target Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagreesbe considered accurate, final, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties heretobinding. (iiid) If Seller Purchaser timely delivers an Inventory Objection a Dispute Notice, Buyer then Purchaser and Seller shall, during the thirty (30) [***] calendar days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution delivery of the disputeDispute Notice (or such additional time as the Parties may mutually agree), shall be conclusive work together in good faith to resolve the dispute and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not to agree on the Final Inventory Value, Buyer Inventory. If Purchaser and Seller are unable to reach an agreement within [***] days after delivery of the Dispute Notice, then any amounts remaining in dispute shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling be submitted for resolution to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert expert, and not as an arbitrator to determine arbitrator, and shall decide only the specific items under dispute by Seller the Parties, which decision shall be within the range of values assigned to each such item in Seller’s estimate of the Target Inventory and Buyer. In making such determinationPurchaser’s Dispute Notice, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreedrespectively. The decision costs of the Independent Accountant shall include a statement be borne according to the relative success of each Party by virtue of the proximity of the findings of the Independent Accountant’s determination Accountant to adjusted Target Inventory (in the case of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)Seller) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. Dispute Notice (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation case of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(dPurchaser), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (ia) As promptly as reasonably practicable after the Closing, but no Not later than sixty-five thirty (6530) days after the Closing Effective Date, Buyer Seller shall cause prepare and deliver to be prepared and delivered to Seller a statement Purchaser Seller’s calculation of the value of the Inventory as of the Effective Date (the “Final Closing StatementInventory Value”). Seller shall prepare the calculation of the Inventory Value in accordance with Seller’s books and records and past practices. Seller shall also provide to Purchaser reasonable access to documents used by Seller in preparing the calculation of the Inventory Value. During the thirty (30) days after the Effective Date, Purchaser and its duly authorized representatives shall have the right to conduct a physical inspection and count of the Inventory and shall have the right to visit, observe, and inspect the Inventory in order for Purchaser to verify the identity, count, and condition of the items included in the Inventory. If within fifteen days following delivery of the calculation of the Inventory Value (the “Adjustment Review Period”), Purchaser has not given Seller written notice (a “Dispute Notice”) setting forth and certifying Buyerof Purchaser’s objection to Seller’s calculation of the Inventory Value as (any such notice to contain a statement of the Closing Datebasis of Purchaser’s objection), determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and then Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller Value shall be deemed to have agreed with all other items and amounts contained used in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and determining the Final Inventory Value as set forth in Value. If Purchaser delivers a Dispute Notice to Seller prior to the Final Closing Statement shall be conclusive and binding on end of the parties hereto. (iii) If Seller timely delivers an Inventory Objection NoticeAdjustment Review Period, Buyer then Purchaser and Seller shall, during the thirty (30) days following such deliverydelivery of the Dispute Notice, use commercially reasonable efforts work together in good faith to reach agreement on the disputed items or amounts in order to determine agree on the amount calculation of Final the Inventory Value. If If, during such thirty (30) day period, Purchaser and Seller are unable to reach agreement on the parties resolve all disputes, calculation of the computation of Final Inventory Value, as amended to then the extent necessary to reflect the resolution of the dispute, issues in dispute shall be conclusive and binding on submitted for resolution in accordance with the parties hereto. Ifterms of this Agreement to RSM Global, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP certified public accountants (or if Deloitte LLP RSM Global is unable or unwilling to accept serve in such engagementcapacity, a mutually acceptable an independent certified public accounting firm or independent certified appraisal firm mutually agreeable to Purchaser and Seller) (the “Independent AccountantAccountants”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items . If issues in dispute are submitted to the Accountants for resolution, (i) each Party shall furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party, and each Party shall instruct be afforded the Independent Accountant opportunity to render such decision no later than thirty present to the Accountants any material relating to the disputed issues and to discuss the disputed issues with the Accountants; (30ii) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only determination by the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement Accountants of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be as set forth in a written report notice delivered to both Parties by the Accountants, shall be binding and conclusive on the Parties; and (iii) Purchaser, on the one hand, and Seller, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Accountants for such determination. “Final Inventory Value” means the Inventory Value (1) as shown in Seller’s calculation of the Inventory Value delivered pursuant to this Section 1.5(a) if no Dispute Notice related to the Inventory Value is duly delivered pursuant to this Section 1.5(a); or (2) if such a Dispute Notice is delivered, (A) as agreed to by Purchaser and Seller and Buyer pursuant to this Section 1.5(a), or (B) in the absence of such agreement, as shown in the Accountants’ calculation delivered pursuant to this Section 1.5(a). Notwithstanding the foregoing, the Accountant shall only consider and shall be conclusive only have authority to resolve those matters specifically referred to it for resolution and binding on cannot make a change to the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item Inventory Value that is greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Datedispute.

Inventory Adjustment. (ia) Schedule 2.4(a) is a statement setting forth SELLER’s good faith estimate of the type and value of the Inventory to be transferred to BUYER pursuant to Section 1.4 on the Closing Date (the “Estimated Inventory Statement”). As promptly soon as reasonably practicable after the Closingpracticable, but no later than sixty-five and in any event within sixty (6560) days after following the Closing Date, Buyer SELLER shall cause prepare and deliver to be prepared and delivered to Seller BUYER a statement (the “Final Closing Statement”) setting forth the type and certifying Buyer’s calculation value of the Inventory Value Inventory, as of the Closing Date, that is current, non-obsolete and saleable or useable in the ordinary course. Such statement shall be derived from a physical taking of the Inventory as of the Closing Date. The value of Inventory shall be determined in a manner as described on Schedule 2.4(a) in accordance with GAAP applied consistently with the procedures set forth in Schedule 2.3(c) Financial Information as such relates to the valuation of Inventory (the “Final Closing Inventory ValueStatement” and together with the Estimated Inventory Statement, the “Statements”). BUYER shall provide to SELLER and its accountants access to the books and records, any other information, including working papers of its accountants, and to any employees of BUYER necessary for SELLER to prepare the Closing Inventory Statement, to respond to BUYER’s Objection (as defined below) and to prepare materials for presentation to the CPA Firm (as defined below) in connection with Section 2.4(c). BUYER and SELLER each shall cooperate with and assist the other party as may be reasonably necessary to carry out the purposes of this Section 2.4. (iib) If Seller disagrees BUYER shall, within thirty (30) days after the delivery by SELLER of the Closing Inventory Statement, complete its review thereof. SELLER shall give BUYER reasonable notice of, and BUYER and its representatives shall have the opportunity to observe, the taking of inventory (which may begin prior to the Closing Date) in connection with Buyer’s the calculation of Final the Closing Inventory Value as set forth on the Final Closing Statement, Seller mayand BUYER and its representatives also shall have the opportunity to verify the status of the Inventory as current, non-obsolete and saleable or usable in the ordinary course. For a period of thirty (30) days after delivery of the Closing Inventory Statement, and thereafter as reasonably necessary for BUYER to respond to SELLER’s comments on any BUYER’s Objection and to prepare materials for presentation to the CPA Firm, SELLER shall as promptly as practicable make available to BUYER all books, records, work papers, personnel (including their accountants and employees) and other materials and sources used by SELLER in or otherwise reasonably related to the preparation of the Closing Inventory Statement. The Closing Inventory Statement shall be binding and conclusive upon, and deemed accepted by, BUYER unless BUYER shall have notified SELLER in writing within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s Inventory Statement of any good faith objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection NoticeBUYER’s Objection”). Any Inventory The BUYER’s Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in set forth a description of the Final Closing Statement basis of BUYER’s Objection and the calculation adjustments to the value of Final Inventory Value as set forth thereinreflected on the Closing Inventory Statement which BUYER believes should be made. If Seller does Any items not deliver an Inventory Objection Notice within such disputed during the foregoing thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties heretobeen accepted by BUYER. (iiic) If Seller timely delivers an SELLER and BUYER are unable to resolve all of their disputes with respect to the Closing Inventory Objection Notice, Buyer and Seller shall, during the Statement within thirty (30) days following SELLER’s receipt of BUYER’s Objection to such deliveryClosing Inventory Statement pursuant to Section 2.4(b), use commercially reasonable efforts they shall refer their remaining differences to reach agreement an internationally recognized firm of independent public accountants as to which SELLER and BUYER mutually agree (the “CPA Firm”) for decision, which decision shall be final and binding on the disputed items or amounts in order parties. SELLER and BUYER shall direct the CPA Firm to determine the amount of Final Inventory Valueissue a written report setting forth its determination as quickly as practicable. If the parties resolve all disputes, the computation of Final Inventory Value, as amended Any expenses relating to the extent necessary to reflect the resolution engagement of the dispute, CPA Firm shall be conclusive borne proportionately by BUYER and SELLER based on the extent to which BUYER’s and SELLER’s calculation of the Closing Inventory Statement differ from the CPA Firm’s determination. SELLER and BUYER shall each bear the fees of their respective auditors incurred in connection with the determination and review of the Statements. (d) The Closing Inventory Statement shall become final and binding on the parties hereto. If, despite using such commercially reasonable effortsupon the earliest of (i) if no BUYER’s Objection has been given, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision expiration of the Independent Accountant shall include a statement of period within which BUYER must make its objection pursuant to Section 2.4(b) hereof, (ii) agreement in writing by SELLER and BUYER that the Independent Accountant’s determination of each disputed item Closing Inventory Statement, together with any modifications thereto agreed by SELLER and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed itemsBUYER, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive final and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement and (including, without limitation Schedule 2.3(c)iii) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final CPA Firm shall issue its written determination with respect to any dispute relating to such Closing Inventory Value becomes final Statement. The Closing Inventory Statement, as submitted by SELLER if no timely BUYER’s Objection has been given or as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the CPA Firm, when final and binding on all parties, is herein referred to as the “Final Closing Inventory Statement.” (e) Within ten (10) business days following issuance of the Final Closing Inventory Statement, the net adjustment payment payable pursuant to this Section 2.3(d)(ii2.4(e) (the “Adjustment Payment”) and interest thereon shall be paid by wire transfer of immediately available funds to a bank account designated by SELLER or 2.3(d)(iii)BUYER, as applicablethe case may be. The Adjustment Payment shall be the difference, if any, between (i) if the result of (Ax) the value of Inventory, as reflected on the Final Closing Inventory ValueStatement, minus (By) the value of Inventory, as reflected on the Estimated Inventory AdvanceStatement. The Adjustment Payment, is a positive numberif any, Buyer shall paybe payable by BUYER to SELLER, or cause if positive, and by SELLER to be paidBUYER, to Seller an amount in cash equal to such difference, together with if negative. The Adjustment Payment shall bear interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as date of payment at the prime rate of JPMorgan Chase & Co. in effect on the Closing Date, or (ii) if which interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed and such result is a negative number, Seller interest shall pay, or cause to be paid, to Buyer an amount paid on the same date and in cash equal to the absolute value of same manner as such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing DateAdjustment Payment.

Inventory Adjustment. (i) As promptly as reasonably practicable after the Closing, but no later than sixty-five (65) The Seller shall within 15 days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller Date procure that a statement (the “Final Closing Statement”) setting forth and certifying Buyer’s calculation of the Inventory Value as of existing on the Closing DateDate (the "Inventory Statement"), determined which shall be prepared in accordance with the procedures and valuation rules set forth in Schedule 2.3(c) (3 and, to the “Final extent consistent with Schedule 3, applicable Norwegian accounting principles applied in the same manner as has been historically used by Seller As soon as the Inventory Value”). (ii) If Statement shall have been prepared, the Seller disagrees with shall send a draft copy thereof to the Buyer’s calculation of Final Inventory Value as set forth on . Unless the Final Closing Statement, Seller may, Buyer shall within thirty (30) days 15days after delivery receipt of the Final Closing Statement, deliver Inventory Statement give a written notice (an "Objection Notice") to Buyer setting forth Seller’s the Seller that it objects to the Inventory Statement (identifying the reason for any objection thereto and Seller’s calculation of such amount (such noticethe amount(s) or item(s) in the Inventory Statement which is/are in dispute), the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller Buyer shall be deemed to have irrevocably approved and agreed with all other items and amounts contained to the Inventory Statement in the Final Closing Statement form of the draft provided by the Seller. If, within the period referred to in paragraph (iii), the Buyer shall give an Objection Notice, then the Seller and the calculation Buyer shall use their reasonable endeavours to reach agreement upon adjustments to the draft Inventory Statement. In the event that the Seller and the Buyer fail to reach agreement within 30 days following delivery of Final Inventory Value the Objection Notice, each of the Seller or the Buyer shall be entitled to refer the matter(s) in dispute to PricewaterhouseCoopers. Such independent firm of state authorised auditors shall determine the matter(s) in dispute and their decision shall be final and binding in the absence of manifest error. The independent firm of state authorised auditors may instruct valuers, lawyers and other professional advisers to the extent that they consider necessary to assist them in reaching their determination. The costs of the independent firm of state authorised auditors (including the fees of any professional advisers appointed by them as set forth thereinaforesaid) shall be borne by the Seller and the Buyer equally. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day the period pursuant referred to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. paragraph (iii) If the Buyer shall not have given an Objection Notice or, if such notice is given and the Seller timely delivers and the Buyer shall subsequently agree the draft Inventory Statement or the matters in dispute are referred to an Inventory Objection Notice, Buyer and Seller shall, during the thirty independent firm of state authorised auditors under Clause 1 (30f) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes(v), the computation of Final draft Inventory Value, Statement as amended adjusted (where applicable) so as to be in accordance with the extent necessary to reflect the resolution agreement of the disputeSeller and the Buyer or the determination of the independent state authorised auditors, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, Inventory Statement for the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date purposes of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer this Agreement and shall be conclusive final and binding on upon the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicableparties. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (ia) As soon as practicable after the date hereof, until the Closing or earlier termination of this Agreement pursuant to Article VII, the Seller shall provide the Purchaser access to each site that contains Acquired Inventory in order to facilitate the Purchaser’s review of the Seller’s estimate of the Inventory Value. Three (3) Business Days before the Closing Date, the Seller shall deliver to the Purchaser a good faith estimate (the “Estimate Statement”) of the Inventory Value. The Estimate Statement shall be prepared in accordance with the accounting protocol described in Schedule 1.05(a). The Seller and the Purchaser shall cooperate in good faith and endeavor to resolve any disputes regarding the calculation of the Estimate Statement; provided, however, that no party shall be entitled to delay the Closing as a result of any such dispute. If the parties agree to any changes to the Estimate Statement, the term “Estimate Statement” as used in this Agreement shall be deemed to reflect such changes. For the avoidance of doubt, if the parties are unable to agree to any changes to the Estimate Statement, the Estimate Statement shall be in the form delivered by the Seller; provided, however, that the estimate of the Inventory Value set forth on the Estimate Statement shall in no event exceed an amount equal to 110% of the highest of the values of month-end Inventory recorded in the books and records of the Seller for any of the twelve (12) months ending prior to the month in which the Closing occurs, which month-end values shall be reasonably evidenced to Purchaser. (b) As promptly as reasonably practicable after the Closingpracticable, but no later than sixty-five sixty (6560) calendar days after the Closing Date, Buyer the Purchaser shall cause to be prepared and delivered to the Seller a closing statement (the “Final Closing Statement”) setting forth and certifying Buyerpresenting the Purchaser’s good faith calculation of the Inventory Value as prepared in accordance with the accounting protocol described in Schedule 1.05(a). The Purchaser shall be responsible for its own costs in the preparation of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”)Statement. (iic) If the Seller disagrees with Buyer’s the Closing Statement or calculation of Final Inventory Value as any of the items set forth on the Final Closing Statementthereon pursuant to Section 1.05(b), Seller may, then within thirty (30) calendar days after delivery following receipt of the Final Closing Statement, the Seller may deliver a written notice of disagreement to Buyer setting forth Seller’s objection thereto the Purchaser specifying those items or amounts in the Closing Statement as to which the Seller disagrees and the Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”)amounts. Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and The Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does such amounts not deliver an Inventory Objection Notice within objected to in such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties heretonotice. (iiid) If Seller timely delivers an Inventory Objection Noticea notice of disagreement shall be duly delivered pursuant to Section 1.05(c), Buyer the Purchaser and the Seller shall, during the thirty (30) calendar days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine determine, as may be required, the amounts of the Inventory Value, which amount shall not be less than the amount of Final Inventory Valuethereof shown in the Purchaser’s calculation delivered pursuant to Section 1.05(b) nor more than the amount thereof shown in the Seller’s calculation delivered pursuant to Section 1.05(c). If the parties so resolve all disputes, the computation of Final the Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties heretoparties. IfIf during such period the Purchaser and the Seller are unable to reach an agreement, despite using such commercially reasonable efforts, they shall promptly thereafter cause the parties do not agree on Accounting Arbiter to review the Final adjustment process contained in this Agreement and the disputed items or amounts for the purpose of calculating the Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determinationcalculation, the Independent Accountant Accounting Arbiter shall consider only those items or amounts in the Final Closing Statement and Buyerthe Seller’s calculation notice described in Section 1.05(c) and the actual quantities of Final Inventory Value as to which Seller has disagreedthe Acquired Inventory, if necessary. The Accounting Arbiter shall deliver to the Purchaser and the Seller, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Arbiter), a report setting forth such calculation. Such report shall be final and binding upon the Purchaser and the Seller with no right to appeal the decision of the Independent Accountant shall include a statement Accounting Arbiter absent manifest error. The fees and expenses of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, Accounting Arbiter shall be set forth in a written report delivered to borne by the Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the Purchaser in inverse of the percentage its determination (before such allocation) bears proportion to the total dollar amount of the total items in dispute as originally submitted to the Independent Accountant. For exampleAccounting Arbiter as to which such party prevails in the arbitration, should which proportionate allocations shall also be determined by the items in dispute total in amount to $1,000 and Accounting Arbiter at the Independent Accountant awards $600 in favor of Seller’s position, 60% time it renders its determination on the merits of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Sellermatters in dispute. The Accounting Arbiter may not award damages, interest or penalties to any party with respect to any matter. (ve) Buyer The Purchaser and the Seller shall, and shall cause their respective Affiliates and Representatives representatives to, cooperate and assist in the preparation of the Final Estimate Statement, the Closing Statement and the calculation of Final the Inventory Value and in the conduct of the review referred to in this Section 2.3(d)1.05, including the making available, available to the extent necessary, necessary of books, Recordsrecords, work papers and personnelpersonnel and providing the Seller reasonable access to the Terminal containing Acquired Inventory to facilitate its review of the Closing Statement and the Inventory Value. (vif) The If the Final Bettendorf Inventory (as defined below) is less than the Inventory Target, then the Final Purchase Price will be: (as defined in the ▇▇▇▇▇▇▇▇▇ Agreement) shall be increased by the amount of the shortfall in accordance with Section 1.06(g) of the ▇▇▇▇▇▇▇▇▇ Agreement. If the Final Bettendorf Inventory is more than the Inventory Target, then the Final Purchase Price (as defined in the ▇▇▇▇▇▇▇▇▇ Agreement) shall be reduced by the amount of the excess in accordance with Section 1.06(g) of the ▇▇▇▇▇▇▇▇▇ Agreement. “Final Bettendorf Inventory” means the Inventory Value (i) adjusted downward by (A) as shown in the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final Closing Statement prepared pursuant to Section 2.3(d)(ii1.05(b) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 1.05(c) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) if such a notice of disagreement is delivered, (1) as agreed to by the Inventory Advance, is a positive number, Buyer shall pay, or cause Purchaser and the Seller pursuant to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, Section 1.05(d) or (ii2) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value absence of such numberan agreement, together with interest thereon from as shown in the Closing Date at a per annum rate equal Accounting Arbiter’s calculation delivered pursuant to the 1 Year London InterBank Offered Rate as of the Closing DateSection 1.05(d).

Inventory Adjustment. (ia) As promptly as reasonably practicable after the Closing, but no later than sixty-five (65) Within 45 days after following the Closing Date, Buyer the Purchaser shall cause deliver to be prepared and delivered to the Seller a statement (the “Final Closing StatementPurchaser’s Calculation”) setting forth and certifying Buyer’s calculation the Transferred Inventory, net of the Inventory Value reserves (“Net Inventory”) as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) Date (the “Final Closing Inventory Value”)) determined in conformity with GAAP. (iib) If the Seller disagrees with Buyerthe Purchaser’s calculation of Final Inventory Value as set forth on Calculation, the Final Closing Statement, Seller may, within thirty (30) 15 days after delivery of the Final Closing StatementPurchaser’s Calculation, deliver a written notice to Buyer setting forth (the “Seller’s objection thereto Objection”) to the Purchaser disagreeing with the Purchaser’s Calculation and specifying, in reasonable detail (i) the Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within and (ii) the Seller’s grounds for such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties heretodisagreement. (iiic) If Seller timely delivers an Inventory a Seller’s Objection Noticeis duly delivered pursuant to Section 1.4(b), Buyer the Purchaser and the Seller shall, during the thirty (30) 15 days following such delivery, use commercially their reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Closing Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended they are unable to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using reach such commercially reasonable effortsagreement during such period, the parties do not agree on shall promptly engage the Final CPA Firm to review promptly the Net Inventory for the purpose of calculating the Closing Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determinationcalculation, the Independent Accountant CPA Firm shall consider only those items or amounts in determine the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreedValue. The decision of CPA Firm shall deliver to the Independent Accountant shall include a statement of Purchaser and the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation promptly as practicable, a report setting forth such calculation of the Closing Inventory Value. Such report shall be final and binding upon the Purchaser and the Seller (absent manifest error). The cost of its review and report based on the inverse of CPA Firm shall be borne equally by the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 Purchaser and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (vd) Buyer The Purchaser and the Seller shall, and shall cause their respective Affiliates and Representatives to, each agree to reasonably cooperate and assist in the preparation determination of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in under this Section 2.3(d)1.4, including by making availableavailable to the other party and its representatives, to the extent necessaryreasonably requested, reasonable access to books, Recordsrecords, work papers papers, personnel and personnelrepresentatives in connection with such other party’s preparation and review of the closing statement. (vie) The Purchase Price will be: Seller shall use its commercially reasonable efforts to manage its purchases and sale of inventory in the Business such that the value, net of excess and obsolete inventory reserves, of the Transferred Inventory at the Closing (i) adjusted downward determined in accordance with GAAP as applied by the amountSeller consistent with its past practices), if anyshall not be more than $2,000,000 less than the Base Inventory Value or more than $2,000,000 greater than the Base Inventory Value, unless the Seller has received the written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. The Seller shall also use its commercially reasonable efforts to manage its sales of Seller Products so that the amount of Seller Products remaining in Channel Inventory at the Closing does not have a value (determined in accordance with GAAP as applied by the Seller consistent with its past practices) in excess of $4,000,000. If the value of the Channel Inventory, determined using the Seller’s net sales price to the respective distributors, remaining at the Seller’s distributors at the Closing is greater than $4,000,000, the Seller shall pay to the Purchaser, as an adjustment to the Purchase Price, the amount by which the value of the Channel Inventory Advance exceeds at the Closing is greater than $4,000,000, unless the Purchaser in its sole discretion agrees to a higher amount. If the Final Inventory Value or (ii) adjusted upward by is less than the amountBase Inventory Value, if anythe Seller shall pay to the Purchaser, as an adjustment to the Purchase Price, the amount by which the Final Inventory Value exceeds is less than the Base Inventory Advance. (vii) Within five (5) Business Days of Value. If the date on Final Inventory Value is greater than the Base Inventory Value, the Purchaser shall pay to the Seller, as an adjustment to the Purchase Price, the amount by which the Final Inventory Value becomes final pursuant is greater than the Base Inventory Value; provided that any such payment by the Purchaser to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, the Seller shall not exceed $2,000,000 unless the Purchaser has delivered an Inventory Consent with respect to the Inventory in excess of such amount. “Final Inventory Value” means the Closing Inventory Value (i) as shown in the Purchaser’s Calculation if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, no Seller’s Objection is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal duly delivered to the 1 Year London InterBank Offered Rate as of the Closing Date, Purchaser in compliance with Section 1.4(b); or (ii) if such result a notice of disagreement is a negative numberdelivered, (A) as agreed by the Purchaser and the Seller shall paypursuant to Section 1.4(c) or (B) in the absence of such agreement, as shown in the CPA Firm’s calculation delivered pursuant to Section 1.4(c). “Channel Inventory” means the Seller Products shipped by the Seller to its distributors prior to the Closing for resale, regardless of whether any of the following is applicable: (i) the Seller has, in accordance with GAAP, recognized on or before the Closing, the revenue from the sale of such Seller Products to the applicable distributor, or cause (ii) the distributor to be paid, whom the Seller sold the Seller Products has the right to Buyer an amount in cash equal return such Seller Products to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal Seller pursuant to the 1 Year London InterBank Offered Rate as of the Closing Dateapplicable distributor agreement or otherwise.

Inventory Adjustment. (ia) As promptly Schedule 1.1(a)(ii) consists of Seller’s good faith estimate of Inventory that will exist as reasonably practicable after the Closing, but no later than sixtyof Cut-five (65) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement Over (the “Final Closing StatementTarget Inventory”), subject to Seller’s delivery of Inventory pursuant to the Transition Services Agreement and this Agreement. (b) Seller shall deliver all remaining Inventory to Purchaser promptly following Cut-Over. Purchaser shall have from Cut-Over until [***] (the “Adjustment Review Period”) setting forth to conduct a physical inventory inspection and certifying Buyer’s calculation count of the actual Inventory Value as of Cut-Over (the Closing Date“Actual Inventory”), determined using a methodology consistent with Seller’s past practice, in accordance order to determine whether and to what extent Actual Inventory differs from Target Inventory, subject in each case to the procedures adjustments set forth in Schedule 2.3(c) (the “Final Inventory Value”Section 1.5(a). (iic) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on Purchaser shall have until [***] business days following the Final Closing Statement, Seller may, within thirty (30) days after delivery end of the Final Closing StatementAdjustment Review Period to determine if Actual Inventory differs from Target Inventory and, if so, to deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount dispute (such notice, the a “Inventory Objection Dispute Notice”). Any If Purchaser fails to provide a Dispute Notice within [***] business days following the Adjustment Review Period, then the Target Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagreesbe considered accurate, final, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties heretobinding. (iiid) If Seller Purchaser timely delivers an Inventory Objection a Dispute Notice, Buyer then Purchaser and Seller shall, during the thirty (30) [***] calendar days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution delivery of the disputeDispute Notice (or such additional time as the Parties may mutually agree), shall be conclusive work together in good faith to resolve the dispute and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not to agree on the Final Inventory Value, Buyer Inventory. If Purchaser and Seller are unable to reach an agreement within [***] days after delivery of the Dispute Notice, then any amounts remaining in dispute shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling be submitted for resolution to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert expert, and not as an arbitrator to determine arbitrator, and shall decide only the specific items under dispute by Seller the Parties, which decision shall be within the range of values assigned to each such item in Seller’s estimate of the Target Inventory and Buyer. In making such determinationPurchaser’s Dispute Notice, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreedrespectively. The decision costs of the Independent Accountant shall include a statement be borne according to the relative success of each Party by virtue of the proximity of the findings of the Independent Accountant’s determination Accountant to adjusted Target Inventory (in the case of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)Seller) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. Dispute Notice (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation case of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(dPurchaser), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (ia) As On the Closing Date, Seller will commence, and use its commercially reasonable efforts to promptly as reasonably practicable after complete on the ClosingClosing Date, but no later than sixty-five (65) a physical count of the Inventory and, based on such physical count, will prepare and deliver to Purchaser, within a period of 30 days after the Closing Date, Buyer shall cause to be prepared an inventory report (by part number, quantity and delivered to Seller a statement value) setting forth the aggregate value of the Inventory net of any required inventory reserves (the “Final Closing StatementInventory Report”), such value to be determined using the accounting principles set forth on Schedule 2.4 hereof. Purchaser may (at its own expense) setting forth have its own independent certified public accountants or internal auditors and certifying Buyerquality personnel observe Seller’s calculation conduct of the physical count of the Inventory. (b) Following receipt of the Closing Inventory Report, Purchaser will have a period of 30 days to review the Closing Inventory Report. At or before the end of this review period, Purchaser will either (i) accept the Closing Inventory Report in its entirety, in which case the aggregate value of the Inventory Value as net of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall any required inventory reserves will be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on Inventory Report, or (ii) deliver to Seller a reasonably detailed notice setting forth those items in the parties hereto. Closing Inventory Report that Purchaser disputes (iii) If Seller timely delivers an Inventory Objection Noticethe “Disputed Items”), Buyer and Seller shall, during in which case the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution aggregate value of the dispute, shall Inventory net of any required inventory reserves not affected by Disputed Items will be conclusive and binding on deemed to be as set forth in the parties heretoClosing Inventory Report. If, despite using such commercially reasonable effortsWithin a further period of 30 days from the end of Purchaser’s review period, the parties do not agree on will attempt to resolve in good faith any Disputed Items. Failing such resolution, any unresolved Disputed Items will be referred for final binding resolution to the Final Inventory ValuePhoenix, Buyer and Seller shall promptly cause Deloitte Arizona office of PricewaterhouseCoopers LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent AccountantAccounting Firm”) agreed upon ). The aggregate value of Inventory net of any required inventory reserves affected by Seller and Buyer (such agreement not any unresolved Disputed Items will be deemed, in each case, to be unreasonably withheld, delayed or conditioned as determined by Seller or Buyer)) to decide only those items the Accounting Firm in dispute and shall instruct accordance with the Independent Accountant to render such decision no later than thirty (30) accounting principles set forth on Schedule 2.4 hereof within 30 days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreedreferral. The decision of the Independent Accountant shall include a statement Accounting Firm will be non-appealable and incontestable by Seller or Purchaser and will not be subject to collateral attack for any reason. The fees and expenses of the Independent Accountant’s determination of each disputed item Accounting Firm shall be shared equally by Seller and a statement Purchaser. (c) Notwithstanding anything to the contrary in this Section 2.4, the value of the Final Products at Progistix in the Closing Inventory Value reflecting Report will be based on Progistix’s most recent virtual inventory of the Independent AccountantProducts, a copy of which shall be attached to the Closing Inventory Report (the “Virtual Inventory”). Following Purchaser’s determination receipt of the Closing Inventory Report, either party (at its own expense) shall have the right to confirm the Virtual Inventory by notifying the other party of its intention to do so within 30 days of receipt of the Closing Inventory Report. Seller shall use its commercially reasonable efforts to assist Purchaser in confirming such Virtual Inventory to the extent that Purchaser requires the cooperation of Progistix to do so, including assisting Purchaser and its representatives in auditing or otherwise examining the Virtual Inventory system of Progistix and permitting Purchaser and its representatives to observe any physical inventory count that occurs between the date hereof and the date of the final Closing Inventory Report. If the confirming party disputes the Virtual Inventory (the “Disputing Party”), then within a further period of 30 days from receipt of the Disputing Party’s notice, the parties will attempt to resolve the dispute in good faith. Failing such resolution, the Virtual Inventory will be referred for final binding resolution to the Accounting Firm. The aggregate value of the Virtual Inventory will be deemed to be as determined by the Accounting Firm in accordance with the accounting principles set forth on Schedule 2.4 hereof within the later of 30 days of (x) such referral or (y) the earliest time at which the Accounting Firm is granted access to Progistix to determine the value of the Inventory at Progistix. The decision of the Accounting Firm will be non-appealable and incontestable by Seller or Purchaser and will not be subject to collateral attack for any reason. The fees and expenses of the Accounting Firm shall be shared equally by Seller and Purchaser. (d) If the aggregate value of the Inventory (including the Virtual Inventory) net of any required inventory reserves is finally determined to be less than the Estimated Closing Inventory Value, then, promptly (and in any event within two Business Days) after Purchaser’s acceptance of the Closing Inventory Report in its entirety or the resolution of all disputed itemsunresolved Disputed Items, shall Seller will pay the amount of such difference to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser. If the aggregate value of the Inventory (including the Virtual Inventory) net of any required inventory reserves is finally determined to be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Estimated Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus then, promptly (Band in any event within two Business Days) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as after Purchaser’s acceptance of the Closing DateInventory Report in its entirety or the resolution of all unresolved Disputed Items, or (ii) if Purchaser will pay the amount of such result is a negative numberdifference to Seller by wire transfer of immediately available funds to an account designated in writing by Seller; provided, Seller however, that, in no event shall paythe aggregate value of the Inventory net of any required inventory reserves, or cause to be paidas finally determined, to Buyer an amount in cash equal to exceed $50,000,000. To the absolute extent the aggregate value of such numberInventory net of any required inventory reserves exceeds $50,000,000, together with interest thereon from the Closing Date excess shall be retained by Seller (or, if already delivered to Purchaser, promptly returned to Seller at a per annum rate equal Seller’s expense) and Seller may dispose of this excess (and any Inventory included in the inventory reserve that is retained by Seller) in the ordinary course of business notwithstanding anything to the 1 Year London InterBank Offered Rate as of the Closing Datecontrary contained in Section 5.9 hereof.

Inventory Adjustment. (ia) As promptly as reasonably practicable Purchaser shall have between the Cut-Over until the date that is [***] after Cut-Over to conduct a physical inventory count of the ClosingInventory, but no later than sixty-five (65) days after the Closing Dateconsistent with Seller’s past practice, Buyer shall cause to be prepared and delivered to Seller a statement (the “Final Closing StatementAdjustment Review Period”) setting forth and certifying Buyer’s calculation in order to dispute the quantity of the Inventory Value as identified on Schedule 1.1(a)(ii). Purchaser and its duly authorized representatives shall have the right to conduct a physical inspection and count of the Closing DateHoneywell Inventory that will be shipped to Purchaser post Cut-Over (as defined in the Transition Services Agreement), determined and shall have the right to visit, observe and inspect the Inventory in accordance order for Purchaser to verify the procedures set forth identify, count, and condition of the items included in Schedule 2.3(c) (the “Final Inventory Value”)Inventory. (iib) After Adjustment Review Period, Purchaser shall have [***] days to dispute the Honeywell Inventory. If Purchaser has not given Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller(a “Dispute Notice”) of Purchaser’s objection thereto and Seller’s calculation of to the Honeywell Inventory quantities identified on Schedule 1.1(a)(ii) within such amount (such noticetime period, then the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller identified on Schedule 1.1(a)(ii) shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties heretoconsidered final. (iiic) If Purchaser delivers a Dispute Notice to Seller timely delivers an Inventory Objection Noticeprior to the end of the Adjustment Review Period, Buyer then Purchaser and Seller shall, during the thirty (30) [***] days following delivery of the Dispute Notice (or such deliveryadditional time as the Parties may mutually agree), use commercially reasonable efforts work together in good faith to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision value of the Independent Accountant shall include a statement of Inventory. “Final Inventory” means the Independent Accountant’s determination of each disputed item and a statement of the Final Honeywell Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth value (1) as shown in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)1.1(a)(ii) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears if no Dispute Notice related to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Honeywell Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final value is duly delivered pursuant to Section 2.3(d)(ii) or 2.3(d)(iii1.5(b), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, ; or (ii2) if such result a Dispute Notice is a negative numberdelivered, as agreed to by Purchaser and Seller shall pay, or cause pursuant to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Datethis Section 1.5(c).

Inventory Adjustment. (ia) As promptly as reasonably practicable after the ClosingSellers and/or Sellers¶ Representatives shall, but no later than sixty-five (65) days after commencing on the Closing Date, Buyer shall cause to be prepared and delivered to Seller conduct a statement (the “Final Closing Statement”) setting forth and certifying Buyer’s calculation physical count of the Inventory Value as of the Closing in accordance with the methodology prescribed by Schedule 1.1(d). Sellers shall use commercially reasonable efforts to cause such physical count of the Inventory to be completed not later than the first (1st) Business Day following the Closing Date, determined and Buyer may have its Representatives present during such physical count of the Inventory. Within ten (10) Business Days after the date of completion of such physical count of the Inventory, Sellers shall deliver to Buyer a written statement (the ³Seller Inventory Statement´) setting forth Sellers¶ determination, together with supporting data and calculations, of the Inventory Closing Value. Buyer and Parent shall afford Sellers and Sellers¶ Representatives such access to the properties, assets and books and records of the Business and of Buyer and its Affiliates as is necessary, in accordance Sellers¶ reasonable judgment, in connection with the procedures physical count of the Inventory, preparation of the Seller Inventory Statement pursuant to this Section 3.5(a) and resolution of any dispute hereunder with respect to the Inventory Closing Value. (b) Unless on or before the third (3rd) Business Day after Buyer¶s receipt of the Seller Inventory Statement, Buyer delivers to Sellers notice disputing the Inventory Closing Value set forth in Schedule 2.3(c) (the “Final Seller Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set Statement and setting forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery in reasonable detail Buyer¶s determination of the Final Inventory Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto Value and Seller’s calculation of such amount the basis therefor (such notice, the “Inventory ³Buyer Objection Notice”´). Any , the Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller Final Amount shall be deemed to have agreed with all other items and amounts contained in the Final Inventory Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties heretoSeller Inventory Statement. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (ia) As promptly No later than five (5) Business Days prior to the Closing Date, Conopco shall deliver to Purchaser a statement (the "Estimated Inventory Statement") setting forth the estimated book value of the Purchased Inventory as reasonably practicable after of the Closing Date (the "Estimated Purchased Inventory"), determined in accordance with the Inventory Principles (as defined in Section 3.2(f)). At Closing, but no later than sixty-five the Initial Cash Consideration shall (65if required) be decreased, dollar for dollar, by the excess of $100,244,000 (the "Base Inventory Amount") over the Estimated Purchased Inventory. (b) Within thirty (30) days after the Closing Date, Buyer Conopco shall cause prepare and deliver to be prepared and delivered to Seller Purchaser a statement (the “Final Closing "Inventory Statement”") setting forth and certifying Buyer’s calculation the book value of the Inventory Value as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagementPurchased Inventory. The Independent Accountant parties and their representatives shall act as an expert and not as an arbitrator to determine only verify the specific items under dispute by Seller and Buyer. In making Purchased Inventory (which shall utilize the "cycle counting" method or such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation other reasonable method of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)inventory verification) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review Purchaser shall assist Sellers and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist representatives in the preparation of the Final Closing Inventory Statement and shall provide Sellers and their representatives access at all reasonable times to the calculation personnel, properties, books and records of Final the Business for such purpose. (c) The Inventory Value Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof unless Purchaser gives written notice of its disagreement with the Inventory Statement (a "Notice of Disagreement") to Conopco prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any such disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on Closing Inventory not being calculated in accordance with the Inventory Principles (as defined below). If a Notice of Disagreement is received by Conopco in a timely manner, the Estimated Inventory Statement shall become final and binding upon Conopco and Purchaser on the earlier of (i) the date Conopco and Purchaser resolve in writing any differences they have with respect to the matters specified in the conduct Notice of Disagreement and (ii) the review date any disputed matters are finally resolved in writing by the Independent Accountants. The date on which such final determination is made (either by mutual agreement of Purchaser and Conopco, or as determined by the Independent Accountants), is hereinafter referred to as the "Inventory Determination Date." (d) During the 15-day period following delivery of a Notice of Disagreement, Conopco and Purchaser shall seek in this Section 2.3(d)good faith to resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement. At the end of such 15-day period, including making availablethe Independent Accountants shall be retained to resolve all issues that remain in dispute and were properly included in the Notice of Disagreement. Purchaser and Conopco shall furnish, or cause to be furnished, to the extent necessary, books, Records, work papers Independent Accountants all information the Independent Accountants shall reasonably request for purposes of making this determination. Conopco and personnelPurchaser shall use all reasonable efforts to cause the Independent Accountants to act promptly to resolve the issues in dispute. The Independent Accountants' determination shall be reasoned and in writing and shall be accompanied by a certificate of the Independent Accountants that they reached their decision in accordance with the provisions of this Section 3.2. (vie) The Purchase Price will be: (i) adjusted downward by If the amountPurchased Inventory, if anyas finally determined, by which is less than the Estimated Purchased Inventory, then promptly following the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amountDetermination Date, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within and in any event within five (5) Business Days of the date Inventory Determination Date, Conopco shall pay to Purchaser by wire transfer of immediately available funds to an account designated by Purchaser, as an adjustment to the Purchase Price, the amount by which the Purchased Inventory is less than the Estimated Purchased Inventory. If the Closing Inventory, as finally determined, is greater than the Estimated Closing Inventory, then promptly following the Inventory Determination Date, and in any event within five (5) Business Days of the Inventory Determination Date, Purchaser shall pay to Conopco (on behalf of Sellers), by wire transfer of immediately available funds to an account designated by Conopco, as an adjustment to the Purchase Price, the amount by which the Purchased Inventory is greater than the Estimated Purchased Inventory. (f) The Purchased Inventory is to be calculated in accordance with the consistent application of the accounting principles, practices, methods and policies used in calculating the Base Inventory Amount (which represents the book value of Inventory that would have qualified as Purchased Inventory had the Closing occurred as of the close of business on September 2, 2000), which principles, practices, methods and policies were used in calculating the book value of the Inventory set forth in the Financial Statements (the "Inventory Principles"), except that the Purchased Inventory shall be calculated using the same foreign exchange rates as those used in calculating the Base Inventory Amount. It is understood and agreed by the parties that (i) the adjustment contemplated by this Section 3.2 is intended to determine the change in Inventory from September 2, 2000 to the Closing Date resulting only from the operation of the Business and (ii) such change can only be measured if the calculation is done in accordance with the Inventory Principles for both dates. The scope of the disputes to be resolved by the Independent Accountants shall be limited to whether such calculation was done in accordance with the Inventory Principles, and whether there were mathematical errors in the Inventory Statement, and the Independent Accountants are not to make any other determination. To the extent the Base Inventory Amount was based upon errors of fact or mathematical errors or was not calculated in accordance with GAAP, all of the foregoing shall be retained for purposes of calculating Purchased Inventory. (g) Following the Closing (up to the Inventory Determination Date), Purchaser shall not take any actions with respect to the accounting books and records of the Business on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, Statement is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together based that are not consistent with interest thereon the Business's past practices. During the period of time from and after the Closing Date at a per annum rate equal through the Inventory Determination Date, the parties shall afford to each other and any of their representatives retained in connection with any adjustment to the 1 Year London InterBank Offered Rate as Purchase Price contemplated by this Section 3.2 reasonable access during normal business hours to all the properties, books, contracts, personnel and records of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal Business relevant to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Dateadjustment contemplated by this Section 3.2.

Inventory Adjustment. The Closing Date Inventory Amount shall be determined as follows: (i) As promptly as reasonably practicable after The Buyer and the Closing, but no later than sixty-five (65) days after Seller shall jointly engage the Closing Date, Buyer shall cause Neutral Accountant to be prepared and delivered to Seller make a statement (the “Final Closing Statement”) setting forth and certifying Buyer’s calculation physical count of the Inventory Value as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later earlier than thirty (30) days following prior to the date of commencement of such engagement. The Independent Accountant shall act as an expert Closing Date and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision a determination of the Independent Accountant shall include a statement book value of the Independent Accountant’s determination of each disputed item and a statement Inventory as of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth Closing Date determined in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties heretoaccordance with Section 1.2(d)(ii). In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value With respect to any item greater than the greatest value Inventory location for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final third party service provider that manages such Inventory Value, minus location has received an unqualified opinion on a Report on Controls Placed in Operation and Tests of Operating Effectiveness (SAS 70 Type II) or (B) the net book value of the Inventory Advanceat such location is less than $100,000, the Parties will rely on the physical count made by the third party service provider that manages such Inventory location, provided that such physical count is made no earlier than thirty (30) days prior to the Closing Date. The Parties will rely upon the physical count made by any such third party service provider to calculate the net book value of the Inventory at the locations referenced in the preceding sentence on the Closing Date. The fees and expenses of the Neutral Accountant shall be shared equally by the Buyer and the Seller, with each Party being severally, but not jointly, responsible for one half (1/2) of such fees and expenses. (ii) The Buyer and the Seller shall each be permitted to have one or more representatives present during such physical count. The Neutral Accountant shall (A) determine the book value of the Inventory in accordance with GAAP, which Inventory shall also exclude the Expired Inventory, and be valued at the lower of cost or net realizable value on a positive numberfirst-in, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from first-out basis and (B) deliver on the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as Buyer and the Seller a report (the "Actual Closing Date Inventory Report"), which shall be binding on the Buyer and the Seller, reflecting its determinations regarding the book value of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal Inventory and setting forth the specific adjustments to the absolute value of such number, together with interest thereon from Inventory amount if any (the "Actual Closing Date at a per annum rate equal Inventory Amount"). Notwithstanding anything contained herein to the 1 Year London InterBank Offered Rate as of contrary, in no event shall the Actual Closing DateDate Inventory Amount exceed $1,800,000.

Inventory Adjustment. (i) As promptly as reasonably practicable after the Closing, but no later than sixty-five (65) Within 395 days after the Closing Date, Buyer shall cause prepare and deliver to be prepared and delivered to Seller Sellers’ Representative a statement setting forth the aggregate value of all Closing Inventory not sold within 12 months after the Closing Date together with a listing of such unsold inventory (the “Final Closing Inventory Adjustment” and the “Inventory Adjustment Statement”) setting forth , respectively). The Inventory Adjustment Statement shall become final and certifying Buyer’s calculation of binding upon the Inventory Value as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within Parties thirty (30) days after delivery the Seller’s receipt thereof, unless Seller, within such 30-day period, delivers to Buyer written notice of objection(s) to the Final Closing Inventory Adjustment Statement, deliver a written notice in which case the Inventory Adjustment Statement shall not be final and binding upon the Parties, and such dispute shall be resolved pursuant to Buyer setting forth Seller’s objection thereto and Seller’s calculation the procedures of such amount (such noticeSection 1.5 of this Agreement, the “Inventory Objection Notice”)terms of which shall apply hereto mutatis mutandis. Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days after the final and binding determination of the date on which the Final Inventory Value becomes final pursuant to Adjustment under this Section 2.3(d)(ii) or 2.3(d)(iii), as applicable1.7, (ia) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause be entitled to be paid, to Seller reduce the then-remaining Holdback Amount by an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as Inventory Adjustment and (b) to the extent the then-remaining Holdback Amount is less than the Inventory Adjustment, each Seller shall pay Buyer the remaining portion of the Inventory Adjustment in proportion to such Seller’s Pro Rata Share. During such 12 month period after the Closing Date, Buyer shall cause the Company to utilize and manage its inventory in the ordinary course of the Business, on reasonable terms and consistent with commercially reasonable past practices of the Business. Any payments made pursuant to this paragraph (whether out of the Holdback Amount or (iiby Sellers directly) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer treated as an amount in cash equal adjustment to the absolute value amount of such number, together with interest thereon from the Closing Date at a per annum rate equal Purchase Price allocated to the 1 Year London InterBank Offered Rate as of Inventory by the Closing Dateparties for Tax purposes, unless otherwise required by Applicable Law.

Inventory Adjustment. (ia) As promptly soon as reasonably practicable after the Closing, but no later than sixty-five (65) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement (the “Final Closing Statement”) setting forth and certifying Buyer’s calculation of the Inventory Value as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision any event no later than thirty (30) days following after the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determinationClosing Date, the Independent Accountant Seller shall consider only those items or amounts in deliver to the Final Closing Statement and Buyer’s Purchaser a statement setting forth its calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance (i) $263,000,000 exceeds the Final Inventory Value or (ii) adjusted upward the gross book value (excluding any inventory reserve provisions), as reflected in the books and records of the Seller, of the Inventory to be transferred by the Seller and the Selling Subsidiaries to the Purchaser and the Purchasing Subsidiaries at the Closing (the "Inventory Adjustment"), which statement shall be presented in the form described in Section 2.04(a) of the Seller Disclosure Schedule (the "Post-Closing Inventory Statement"). (b) The Purchaser shall have thirty (30) days after the delivery of the Post-Closing Inventory Statement to disagree with the Seller's calculation of the Inventory Adjustment. Within such thirty (30) day period, the Purchaser shall have reasonable access to any documents, schedules or workpapers to the extent used in or related to the preparation of the Post-Closing Inventory Statement. If the Purchaser fails to deliver a notice of disagreement within such thirty (30) day period, the Seller's calculation of the Inventory Adjustment as reflected in the Post-Closing Inventory Statement shall be deemed to be the final Inventory Adjustment for purposes of this Section 2.04. If, within said thirty (30) day period, the Purchaser notifies the Seller in writing that it disagrees with the Seller's calculation of the Inventory Adjustment, specifically describing in reasonable written detail the basis for such disagreement, the Purchaser and the Seller shall use their reasonable efforts to reach agreement within the forty-five (45) days following the delivery of the Purchaser's notice of disagreement, or such longer period as may be agreed upon by the Purchaser and the Seller, with respect to the item(s) subject to such disagreement. If the Purchaser and the Seller resolve such disagreements, the Inventory Adjustment with any modifications to which the Purchaser and the Seller shall have agreed shall be deemed to be the final Inventory Adjustment for purposes of this Section 2.04. (c) If the Purchaser and the Seller are unable to resolve any such disagreement as contemplated by Section 2.04(b) within the forty-five (45)-day period referred to therein (or such longer period as may be agreed to by the parties hereto), then the Purchaser and the Seller shall jointly select a partner at KPMG LLP to resolve such disagreement (the person so selected shall be referred to herein as the "Accounting Arbitrator"). The Accounting Arbitrator shall have the authority to resolve only the specific disagreements presented to such Accounting Arbitrator. The Purchaser and the Seller shall use their respective reasonable efforts to cause the Accounting Arbitrator to deliver to the parties, as promptly as practicable, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report shall be final and binding upon the parties, and judgment on such determination may be entered in any court of competent jurisdiction. The fees, costs and expenses of the Accounting Arbitrator shall be borne one-half by the Purchaser and one-half by the Seller; provided that, if the Accounting Arbitrator determines that one party's position is substantially correct, then such party shall pay none of the fees, costs and expenses of the Accounting Arbitrator and the other party shall pay all such fees, costs and expenses. (d) The Seller shall pay to the Purchaser the amount, if any, by which the Final Inventory Value exceeds of the Inventory Advance. Adjustment as finally determined pursuant to this Section 2.04 by wire transfer of immediately available funds to an account designated by the Purchaser within ten (vii) Within five (510) Business Days after the determination of the date final Inventory Adjustment, plus interest on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an such amount in cash equal to such difference, together with interest thereon accrued from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate date of such payment at the prime rate applicable from time to time as announced by Citibank, N.A.; provided, however, that, at the election of the Closing DateSeller, or (ii) if up to 50% of any such result is a negative number, Seller shall pay, or cause to be paidpayment, to Buyer the extent it exceeds $20,000,000, shall be made by surrendering an amount equivalent portion of any amounts due in cash equal respect of Series B Notes to the absolute value extent any Series B Notes are then outstanding and then by surrendering an equivalent portion of such number, together any amounts due in respect of any Series A Notes then outstanding. (e) The Purchaser and the Seller agree that any payments made pursuant to this Section 2.04 shall be allocated in a manner consistent with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Dateallocation set forth in Section 2.03(c).

Inventory Adjustment. (ia) As promptly as reasonably practicable after Schedule 4.10 is a statement setting forth Parent’s estimate of the Closingtype and value of the Business Inventory, but no later than sixty-five in each case to be transferred to RMT Partner pursuant to Section 4.2 on the Closing Date (65) the “Estimated Adjustment Statement”). Within 60 days after following the Closing Date, Buyer Parent shall cause prepare and deliver to be prepared and delivered to Seller RMT Partner a statement (the “Final Closing Statement”) setting forth the type and certifying Buyer’s calculation value of the Inventory Value Business Inventory, as of the Closing Date, that in the case of the Business Inventory is current, non-obsolete and saleable or useable in the ordinary course of business. Such statement of Business Inventory shall be derived from a physical taking of the inventory as of the Closing Date. The value of the Business Inventory shall be determined in accordance a manner as described on Schedule 4.10 consistent with the procedures set forth in Schedule 2.3(c) Financial Information to the extent such Financial Information relates to the valuation of the Business Inventory (the “Final Inventory ValueClosing Adjustment Statement” and together with the Estimated Adjustment Statement, the “Adjustment Statements”).. The Adjustment Statements shall exclude any items for amounts with respect to Taxes. Upon the reasonable request of Parent, RMT Partner shall provide to Parent and its accountants access to the books and records, any other information, including working papers of its accountants, and to any employees of RMT Partner necessary for Parent to prepare the Closing Adjustment Statement, to respond to the RMT Partner Objection and to prepare materials for presentation to the Accounting Firm in connection with Section 4.10 and RMT Partner shall otherwise cooperate with and assist Parent as may be reasonably necessary to carry out the purposes of this Section 4.10. Table of Contents (iib) If Seller disagrees RMT Partner shall, within 30 days after the delivery by Parent of the Closing Adjustment Statement, complete its review thereof. RMT Partner and its representatives shall have the opportunity to observe the taking of inventory (which may begin prior to the Closing Date) in connection with Buyer’s the calculation of Final the Closing Adjustment Statement and verify the status of the Business Inventory Value as set forth on current, non-obsolete and saleable or usable in the Final Closing Statement, Seller may, within thirty (30) ordinary course of business. For a period of 30 days after delivery of the Final Closing Adjustment Statement, deliver a written notice Parent shall make available to Buyer setting forth Seller’s RMT Partner all books, records, work papers, personnel (including their accountants and employees) and other materials and sources used by Parent to prepare the Closing Adjustment Statement. The Closing Adjustment Statement shall be binding and conclusive upon, and deemed accepted by, RMT Partner unless RMT Partner shall have notified Parent in writing within 30 days after delivery of the Closing Adjustment Statement of any good faith objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection NoticeRMT Partner Objection”). Any RMT Partner Objection shall set forth a description of the basis of the RMT Partner Objection and the adjustments to the value of Business Inventory Objection Notice shall specify in reasonable detail those reflected on the Closing Adjustment Statement which RMT Partner believes should be made. Any items or amounts as to which Seller disagrees, and Seller not disputed during the foregoing 30 day period shall be deemed to have agreed been accepted by RMT Partner. (c) If Parent and RMT Partner are unable to resolve any of their disputes with all other items and amounts contained in respect to the Final Closing Adjustment Statement and within 30 days following Parent’s receipt of the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory RMT Partner Objection Notice within to such thirty (30) day period Closing Adjustment Statement pursuant to this Section 2.3(d)(ii4.10(b), Seller they shall refer their remaining differences to an internationally recognized firm of independent public accountants as to which Parent and RMT Partner mutually agree (the “Accounting Firm”) for decision, which decision shall be deemed final and binding on the parties. Any expenses relating to have agreed with all items and amounts contained in the Final Closing Statement and engagement of the calculation of Final Inventory Value as set forth thereinAccounting Firm shall be shared equally by Parent, on one hand, and RMT Partner, on the Final Inventory Value as set forth other hand. Parent and RMT Partner shall each bear the fees of their respective auditors incurred in connection with the Final determination and review of the Adjustment Statements. (d) The Closing Adjustment Statement shall be conclusive become final and binding on the parties hereto. upon the earliest of (i) if no RMT Partner Objection has been given, the expiration of the period within which RMT Partner must make its objection pursuant to Section 4.10(b) hereof, (ii) agreement in writing by Parent and RMT Partner that the Closing Adjustment Statement, together with any modifications thereto agreed by Parent and RMT Partner, shall be final and binding and (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final Accounting Firm shall issue its written determination with respect to any dispute relating to such Closing Adjustment Statement. The Closing Adjustment Statement, as submitted by Parent if no timely RMT Partner Objection has been given, as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the Accounting Firm, when final and binding on all parties, is herein referred to as the “Final Closing Adjustment Statement.” (e) Within ten business days following issuance of the Final Closing Adjustment Statement, the net adjustment payment payable pursuant to this Section 2.3(d)(ii4.10(e) (the “Adjustment Payment”) and interest thereon shall be paid by wire transfer of immediately available funds to a bank account designated by Parent or 2.3(d)(iii)RMT Partner, as applicablethe case may be. The Adjustment Payment shall be the difference, if any, between (i) if the result of (Ax) the value of Business Inventory, as reflected on the Final Inventory ValueClosing Adjustment Statement, minus (By) the Inventory Advancevalue of Business Inventory, is a positive numberas reflected on the Estimated Adjustment Statement. The Adjustment Payment, Buyer if any, shall paybe payable by RMT Partner to Parent, or cause if positive, and by Parent to be paidRMT Partner, to Seller an amount in cash equal to such difference, together with if negative. The Adjustment Payment shall bear interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate date of payment at the prime rate (as of published in the Wall Street Journal, Northeastern Edition) in effect on the Closing Date, or (ii) if which interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed and such result is a negative number, Seller interest shall pay, or cause to be paid, to Buyer an amount paid on the same date and in cash equal to the absolute value same manner as such Adjustment Payment. Table of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.Contents

Inventory Adjustment. (ia) As promptly as reasonably practicable after the ClosingSellers and/or Sellers’ Representatives shall, but no later than sixty-five (65) days after commencing on the Closing Date, Buyer conduct a physical count of the Inventory as of the Closing in accordance with the methodology prescribed by Schedule 1.1(d). Sellers shall use commercially reasonable efforts to cause such physical count of the Inventory to be prepared completed not later than the first (1st) Business Day following the Closing Date, and delivered Buyer may have its Representatives present during such physical count of the Inventory. Within ten (10) Business Days after the date of completion of such physical count of the Inventory, Sellers shall deliver to Seller Buyer a written statement (the “Final Closing Seller Inventory Statement”) setting forth Sellers’ determination, together with supporting data and certifying Buyer’s calculation calculations, of the Inventory Value as Closing Value. Buyer and Parent shall afford Sellers and Sellers’ Representatives such access to the properties, assets and books and records of the Business and of Buyer and its Affiliates as is necessary, in Sellers’ reasonable judgment, in connection with the physical count of the Inventory, preparation of the Seller Inventory Statement pursuant to this Section 3.5(a) and resolution of any dispute hereunder with respect to the Inventory Closing DateValue. (b) Unless on or before the third (3rd) Business Day after Buyer’s receipt of the Seller Inventory Statement, determined in accordance Buyer delivers to Sellers notice disputing the procedures Inventory Closing Value set forth in Schedule 2.3(c) (the “Final Seller Inventory Value”). (ii) If Seller disagrees with Statement and setting forth in reasonable detail Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery determination of the Final Inventory Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto Value and Seller’s calculation of such amount the basis therefor (such notice, the “Inventory Buyer Objection Notice”). Any , the Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller Final Amount shall be deemed to have agreed with all other items and amounts contained in the Final Inventory Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties heretoSeller Inventory Statement. (iiic) If Seller Buyer timely delivers an Inventory to Sellers the Buyer Objection Notice, Buyer and Seller Sellers shall, during the thirty (30) days following such deliveryperiod commencing upon Sellers’ receipt of the Buyer Objection Notice and ending at 5:00 p.m., use commercially reasonable efforts to reach agreement Central Time, on the fifth (5th) Business Day thereafter (such period, the “Initial Resolution Period”), work in good faith to resolve any and all disputes with respect to the Inventory Closing Value; provided that items not disputed items in the Buyer Objection Notice shall be deemed not to be in dispute at any time during the Initial Resolution Period or amounts in order to determine the amount of Final Inventory Valuethereafter. If all disputes with respect to the parties resolve all disputesInventory Closing Value are resolved during the Initial Resolution Period, the computation of Inventory Final Amount shall be the Inventory ValueClosing Value as agreed upon by Buyer and Sellers during the Initial Resolution Period. (d) If, as amended to immediately after the extent necessary to reflect the resolution Initial Resolution Period, any of the items comprising the Inventory Closing Value remain in dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller Sellers shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable engage an independent certified public accounting firm or independent certified appraisal firm (the “Independent AccountantInventory Arbiter”) mutually agreed upon by Seller Buyer and Buyer Sellers (such agreement not to be unreasonably withheld, withheld or delayed by Buyer or conditioned by Seller or Buyer)Sellers) to decide only those such items in dispute and shall instruct the Independent Accountant Inventory Arbiter to render such decision no later than thirty the tenth (3010th) days Business Day following the date of commencement of such engagement. The Independent Accountant Inventory Arbiter shall act as an expert and not as an arbitrator to determine determine, based solely on the written submissions of Sellers and Buyer, and not by independent investigation, only the specific items under dispute by Seller Sellers, on the one hand, and Buyer. In making such determination, on the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreedother hand. The decision of the Independent Accountant Inventory Arbiter shall include a statement of the Independent AccountantInventory Arbiter’s determination of each disputed item and a statement of the Final Inventory Closing Value reflecting the Independent AccountantInventory Arbiter’s determination of all disputed items, shall be set forth in a written report delivered to Seller Sellers and Buyer and shall shall, absent manifest error, be conclusive and binding on the parties heretoParties. In resolving any disputed item, the Independent Accountant Inventory Arbiter shall be bound by the provisions of this Agreement (includingAgreement, without limitation including Schedule 2.3(c1.1(d)) , and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Sellers in the Seller Inventory Statement or Buyer or Sellerin the Buyer Objection Notice, as applicable. (iv. If the Inventory Final Amount is not established as provided in Section 3.5(b) The Independent Accountant will determine or Section 3.5(c), the allocation Inventory Final Amount shall be the Inventory Closing Value set forth in the decision of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by SellerInventory Arbiter. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (i) As promptly as reasonably practicable after the Closingpossible, but no later than sixty-five in any event within twenty (6520) days Business Days after the Closing Date, Buyer shall cause to be prepared and delivered will deliver to Seller a statement (the “Final Closing Inventory Statement”) calculating the net book value of the Inventory as of the Closing Date (the “Inventory Amount”), which shall be prepared in accordance with GAAP and the policies and procedures as set forth in Section 3.16. After delivery of the Closing Inventory Statement, Seller shall be permitted reasonable access to review Buyer’s records used to prepare the Closing Inventory Statement. If Seller objects to the Closing Inventory Statement, then Seller shall deliver to Buyer a statement setting forth its objections to the calculation of the Inventory Amount in reasonable detail and certifying Buyerstating Seller’s calculation of the Inventory Value as amount believed by Seller in good faith to be correct. If Seller does not deliver such a statement within fifteen (15) Business Days after delivery of the Closing DateInventory Statement, determined the Closing Inventory Statement shall be final, binding and non-appealable by the parties hereto. Seller and Buyer shall negotiate in accordance good faith to resolve any objections with respect to the procedures Closing Inventory Statement and any objections thereto (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)). If the parties do not reach a final resolution within fifteen (15) Business Days after the delivery of any objection statement, Seller and Buyer shall submit such dispute to an independent auditor. If any dispute is submitted to the independent auditor, each party will furnish to the independent auditor such work papers and other documents and information relating to the disputed issues as the independent auditor may request and are available to that party. The independent auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Purchase Price amount to reflect such resolution. It is the intent of Buyer and Seller that the process set forth in Schedule 2.3(cthis Section 2.3(b) and the activities of the independent auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). The determination of the “Final independent auditor shall be final, binding and non-appealable on the parties hereto. The Closing Inventory Value”)Statement shall be modified if necessary to reflect such determination. The fees and expenses of the independent auditor shall be allocated to Buyer and Seller equally. (ii) If the Inventory Amount as finally determined is greater than Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000), Buyer shall make a cash payment to Seller disagrees with Buyer’s calculation in an amount equal to the amount of Final the excess over the Target Inventory Value Amount. If the Inventory Amount as set forth finally determined is less than Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), then Seller shall cause to be paid to Buyer a cash payment in an aggregate amount equal to the amount of such shortfall from the Target Inventory Amount. The difference payable by either Buyer on the Final Closing Statementone hand or Seller on the other hand, Seller may, shall be referred to herein as the “Inventory Adjustment Amount.” The Inventory Adjustment Amount shall be paid by the applicable party within thirty ten (3010) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts is finally determined hereunder and calculated as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended adjustment to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicablePurchase Price. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (ia) As promptly as reasonably practicable after the Closing, but no later than sixty-five (65) Within 30 days after the Closing Date, Sellers shall prepare and deliver to Buyer shall cause to be prepared and delivered to Seller a statement (the “Final "Closing Inventory Statement”") setting forth the type and certifying Buyer’s calculation value, as of the Inventory Value as close of business on the day immediately preceding the Closing Date, determined of the inventory of the Business, which statement shall be derived from a physical taking of such inventory as of such date and shall value inventory on the basis of the lower of cost or market value utilizing a first-in, first-out method in accordance a manner consistent with Sellers' and the procedures set forth Companies' past practices and the standards and principles used in Schedule 2.3(cthe preparation of the Unaudited Consolidated Statement of Net Investment Assets of the Business as of September 25, 2004 and shall otherwise be prepared in a manner consistent with Sellers' and the Companies' past practices with respect to perpetual inventory records; provided, that all amounts denominated in Canadian dollars that are part of the calculation of the value of inventory pursuant to this Section 2.05 shall be converted into U.S. dollars using the Closing Date Exchange Rate. Buyer and its representatives shall have such opportunity as Buyer reasonably deems appropriate to observe the taking and reconciliation of such inventory (which may begin prior to the Closing Date) in connection with the preparation of the Closing Inventory Statement. Buyer shall provide Sellers and their accountants, upon reasonable notice, such access to the books and records, to any other information, including working papers of Buyer's accountants, and to any employees of Buyer and its affiliates, in each case as may be reasonably necessary for Sellers to take such physical inventory, prepare the Closing Inventory Statement, respond to the Buyer's Inventory Objection (as defined in Section 2.05(b)) and prepare materials for presentation to the “Final Arbitrator in connection with the matters contemplated by Section 2.05(c). If necessary, Buyer shall, after Closing, also provide or cause to be provided to Sellers and their designees such access as such persons may reasonably request to all facilities at which inventory of the Business is located in order to conduct such physical inventory. For the avoidance of doubt, the inventory of the Business to be valued pursuant to this Section 2.05 consists of the Inventory Value”)and all inventory of the Companies. (iib) If Seller disagrees with Buyer’s calculation Buyer shall, within 20 days after the delivery by Sellers of Final the Closing Inventory Value as set forth on the Final Closing Statement, Seller maycomplete its review thereof. After delivery of the Closing Inventory Statement, Sellers shall provide Buyer and its accountants, upon reasonable notice, such access to the books and records, to any other information, including working papers of Sellers' accountants, and to any employees of Sellers and their affiliates, in each case used in the preparation of the Closing Inventory Statement or as may otherwise be reasonably necessary for Buyer to prepare the Buyer's Inventory Objection and to prepare materials for presentation to the Arbitrator in connection with the matters contemplated by Section 2.05(c). The Closing Inventory Statement shall be binding and conclusive upon, and deemed accepted by, Buyer unless Buyer shall have notified Sellers in writing within thirty (30) 20 days after delivery to Buyer of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s Inventory Statement of any objection thereto and Seller’s calculation of such amount (such notice, the “"Buyer's Inventory Objection"). The Buyer's Inventory Objection Notice”)shall set forth a description of the basis of the Buyer's Inventory Objection and the adjustments to the value of inventory reflected on the Closing Inventory Statement that Buyer believes should be made. Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller not disputed during the foregoing 20-day period shall be deemed to have agreed been accepted by Buyer. (c) If Sellers and Buyer are unable to resolve all of their disputes with all other items and amounts contained in respect to the Final Closing Inventory Statement and within 30 days following Sellers' receipt of the calculation of Final Buyer's Inventory Value as Objection, they shall refer their remaining differences to the Arbitrator for decision, which decision shall be made consistent with the principles set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to in this Section 2.3(d)(ii), Seller 2.05 within 30 days and shall be deemed final and binding on the parties, provided that the Arbitrator's determination as to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as any item set forth in the Final Buyer's Inventory Objection shall not be more beneficial to Sellers than the determination of that item by Sellers in the Closing Inventory Statement or more beneficial to Buyer than the determination of that item in the Buyer's Inventory Objection. Any expenses relating to the engagement of the Arbitrator shall be shared equally by Sellers, on the one hand, and Buyer, on the other hand. (d) The Closing Inventory Statement shall be conclusive become final and binding on the parties hereto. upon the earliest of (i) if no Buyer's Inventory Objection has been given, the expiration of the period within which Buyer must make its objection pursuant to Section 2.05(b) hereof, (ii) agreement in writing by Sellers and Buyer that the Closing Inventory Statement, together with any modifications thereto agreed to by Sellers and Buyer, shall be final and binding, or (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Arbitrator shall issue its written determination with respect to any dispute relating to such Closing Inventory Value becomes final Statement. The Closing Inventory Statement, as submitted by Sellers if no timely Buyer's Inventory Objection has been given or as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the Arbitrator, in each case pursuant to this Section 2.3(d)(ii2.05, is herein referred to as the "Final Closing Inventory Statement." (e) Within five business days following issuance of the Final Closing Inventory Statement, Sellers or 2.3(d)(iii)Buyer, as applicable, shall pay, as an adjustment to the Purchase Price, the net adjustment payment payable pursuant to this Section 2.05(e) (ithe "Inventory Adjustment Payment") (if any) and interest thereon by wire transfer of immediately available funds to a bank account or bank accounts designated in writing by Sellers or Buyer, as applicable. If the result aggregate value of (A) inventory reflected on the Final Closing Inventory Statement exceeds the Closing Perpetual Inventory Value, minus (B) the Inventory AdvanceAdjustment Payment shall be made by Buyer and shall equal the amount of such excess. If the aggregate value of inventory reflected on the Final Closing Inventory Statement is less than the Closing Perpetual Inventory Value, is a positive number, Buyer the Inventory Adjustment Payment shall pay, or cause to be paid, to Seller an made by Sellers and shall equal the amount in cash equal to of such difference, together with shortfall. The Inventory Adjustment Payment (if any) shall bear interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as date of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from payment at the Closing Date at Interest Rate, which interest shall be calculated on the basis of a per annum rate equal to 365-day year and the 1 Year London InterBank Offered Rate actual number of days elapsed and such interest shall be paid on the same date and in the same manner as of the Closing Datesuch Inventory Adjustment Payment.

Inventory Adjustment. (ia) As promptly as reasonably practicable after the Closing, but no later than sixty-five (65) Within 30 days after the Closing Date, Buyer the Vendor will provide the Purchaser with a calculation of the Effective Time Inventory and Base Inventory. The calculation of the Effective Time Inventory shall cause to be prepared on the same basis and delivered consistent with the same accounting standards, methods and policies used in compiling the Base Inventory. The Purchaser, acting reasonably, shall have 30 days to Seller a statement review and approve the calculation of the Effective Time Inventory and Base Inventory or to provide written notice to the Vendor of any objections of the Purchaser to the calculation of the Effective Time Inventory and Base Inventory. If, at the end of the 45 day period following the Vendor's delivery to the Purchaser of such calculations, the parties have not agreed on such calculations, then the calculation of the Effective Time Inventory shall be determined in writing (which determination shall be final, binding and not subject to appeal) by an independent nationally-recognized accounting firm selected by agreement between the “Final Closing Statement”) setting forth parties within 5 days following the expiration of such 45 day period. Such accounting firm shall make such determination within 30 days of the engagement of such accounting firm by the parties. The costs and certifying Buyer’s expenses of such accounting firm shall be borne by the party whose position with respect to the calculation of the Inventory Value Adjustment is furthest from such accounting firm's determination of the Inventory Adjustment. (b) If the Effective Time Inventory is more than the Base Inventory, the Purchaser shall pay the Vendor the Inventory Adjustment. If the Effective Time Inventory is less than the Base Inventory, the Vendor shall pay the Purchaser the Inventory Adjustment. The party obligated to pay the Inventory Adjustment hereunder ("the "INVENTORY ADJUSTMENT PAYOR") shall pay the Inventory Adjustment within 60 days of the Closing Date by wire transfer in immediately available funds in accordance with instructions to be provided by the party to be paid. In the event of a dispute between the parties as to the Inventory Adjustment calculation, the Inventory Adjustment Payor shall pay the undisputed amount within 60 days of the Closing Date and shall pay any remaining amount within fifteen (10) days of the determination by the accounting firm referenced in Section 3.5(a). The Inventory Adjustment Payor unconditionally and irrevocably guarantees in favour of the party to be paid the due and punctual payment of any amounts due and owing under this Section 3.5. This shall be a continuing, absolute and unconditional guarantee and shall not be subject to any set-off, counterclaim, violation or other diminution or any other provision of this Agreement. (c) The parties agree that if, the Purchaser has not been able to sell all of the Increased Non-Medical Inventory within the four-month period following the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (Purchaser shall so notify the “Final Vendor and the Vendor shall purchase any unsold portion of the Increased Non-Medical Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation from the Purchaser for the same amount that the Purchaser paid to the Vendor for said unsold portion of Final the Increased Non-Medical Inventory. In such case, the Purchaser shall, at its expense, return the unsold portion of the Increased Non-Medical Inventory Value as set forth on to the Final Closing Statement, Seller may, Vendor and the Vendor shall remit payment to the Purchaser within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”)said return. Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended Purchaser agrees that to the extent necessary to reflect that any orders it fills during the resolution four month period specified above can reasonably be filled from Non-Medical Related Inventory, such sales will be considered sales of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Increased Non-Medical Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions for purposes of this Agreement (including, without limitation Schedule 2.3(cSection 3.5(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (ia) As promptly as reasonably practicable after the Closing, but no No later than sixty-five three (653) days after Business Days prior to the Closing Date, Seller shall provide Buyer shall cause to be prepared and delivered to Seller a statement (the “Final Closing Statement”) setting forth and certifying Buyerwith Seller’s calculation good faith estimate of the Inventory Value as of the close of business on the Business Day prior to the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) Date (the “Final Inventory ValueEstimated Inventory”)) and the amount, if any, by which the Closing Purchase Price is adjusted in accordance with its definition as a result thereof. (iib) If Seller disagrees Following the Closing Date and in accordance with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such noticethis Section 2.12, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller Closing Purchase Price shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward increased by the amount, if any, by which the Closing Inventory Advance (determined below) exceeds the Final Estimated Inventory Value or (ii) adjusted upward reduced by the amount, if any, by which Closing Inventory is less than the Final Estimated Inventory Value exceeds (such increase or reduction in accordance with clauses (i) or (ii) shall be referred to herein as the Inventory Advance“Adjustment Amount”). (viic) Within five sixty (560) Business Days days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller a proposed calculation of the Closing Inventory (the “Closing Inventory Statement”). The Closing Inventory Statement shall become final and binding upon the Parties on the thirtieth (30th) day following receipt thereof by Seller unless Seller gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature and amount of any disagreement so asserted (and an alternative amount for each such disputed item) and (ii) shall include a proposed calculation by Seller of the Closing Inventory. During such thirty (30) day period, Seller and its advisors shall have full reasonable access to the Business’s facilities, working papers and books and records, in each case, relating to the Closing Inventory Statement; provided, however, that any such access or furnishing of such information shall be conducted during normal business hours under the reasonable supervision of Buyer’s agents and in such a manner as not to interfere in any material respect with the normal operations of Buyer; provided, further, that Seller shall treat all such information as confidential. (d) If a timely Notice of Disagreement is received by Buyer, then the Closing Inventory Statement shall become final and binding upon the Parties on the earlier of (i) the date on which Buyer and Seller resolve in writing any differences they have with respect to any matter specified in the Final Inventory Value becomes final Notice of Disagreement and (ii) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm pursuant to Section 2.3(d)(ii2.12(e). During the thirty (30) days immediately following the delivery of a Notice of Disagreement, Buyer and Seller shall consult in good faith to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. (e) At the end of such thirty (30) day consultation period, if Buyer and Seller have not resolved their disputes, Buyer and Seller shall submit any and all matters that remain in dispute to an independent auditing firm of national recognition mutually selected by Buyer and Seller or 2.3(d)(iiiif they fail to agree on such a firm, then to ▇▇▇▇▇▇ & Co. (the “Accounting Firm”). The Accounting Firm shall work to resolve such dispute promptly and, in any event, within thirty (30) days from the date the dispute is submitted to the Accounting Firm. Any item not specifically referred to the Accounting Firm for evaluation shall be deemed final and binding on the Parties. The Accounting Firm shall finalize the Closing Inventory by selecting with respect to each item in dispute an amount equal to Seller’s position as applicableset forth in the Closing Inventory Statement or Buyer’s position as set forth in the Notice of Disagreement or an amount between the two. The Accounting Firm shall act as an arbitrator to determine the Closing Inventory, based solely on presentations by Buyer and Seller (and not by independent review). The determination of the Inventory by the Accounting Firm shall be binding on the Parties. (f) In the event Buyer and Seller submit any matters to the Accounting Firm for resolution as provided in Section 2.12(e) above, Buyer and Seller shall share responsibility for the fees and expenses of the Accounting Firm as follows: (i) if the result Accounting Firm resolves all of the remaining objections in favor of Buyer’s position (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal Inventory so determined is referred to herein as the 1 Year London InterBank Offered Rate as “Low Value”), then Seller shall be responsible for all of the Closing Date, or fees and expenses of the Accounting Firm; (ii) if the Accounting Firm resolves all of the remaining objections in favor of Seller’s position (the Closing Inventory so determined is referred to herein as the “High Value”), then Buyer shall be responsible for all of the fees and expenses of the Accounting Firm; and (iii) if the Accounting Firm neither resolves all of the remaining objections in favor of Buyer’s position nor resolves all of the remaining objections in favor of Seller’s position (the Closing Inventory so determined is referred to herein as the “Actual Value”), then Seller shall be responsible for that fraction of the fees and expenses of the Accounting Firm equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value, and Buyer shall be responsible for the remainder of the fees and expenses of the Accounting Firm. (g) If the Adjustment Amount is an increase to the Closing Purchase Price, Buyer shall make a payment by wire transfer or delivery of immediately available funds in the amount equal to such result increase to Seller within ten (10) days of the final determination of the Closing Inventory pursuant to this Section 2.12. If the Adjustment Amount is a negative numberdecrease to the Closing Purchase Price, Seller shall pay, make a payment by wire transfer or cause to be paid, delivery of immediately available funds in the amount of such decrease to Buyer an amount in cash equal to within ten (10) days of the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as final determination of the Closing DateInventory pursuant to this Section 2.12. The Closing Purchase Price as adjusted, if at all, pursuant to this Section 2.12, and the assumption of the Assumed Liabilities shall be referred to herein as the “Purchase Price.”

Inventory Adjustment. (ia) As promptly as reasonably practicable after the Closing, but no later than sixty-five Within sixty (6560) calendar days after the Closing Date, Seller shall prepare and deliver to Buyer shall cause to be prepared and delivered to Seller a statement (the “Final "Closing Inventory Statement”) setting forth and certifying Buyer’s calculation "), based on actual physical inventory of the Inventory Value as of the Business taken on the Closing Date, determined setting forth its calculation of the dollar amount of Inventory of the Business as of the close of business on the date immediately preceding the Closing Date (the "Closing Inventory Amount") The Closing Inventory Statement shall present fairly the Closing Inventory Amount and shall be prepared in accordance conformity with and in a manner consistent with the procedures accounting principles used in the preparation of the Financial Statements (and set forth in Schedule 2.3(cthe Notes thereto) and under no circumstances shall include any value for Products which have been discontinued by Seller. Buyer and/or its independent accounting firm shall have the right to be present to observe the taking of any physical inventory in conjunction with the preparation of the Closing Inventory Statement. Buyer shall provide Seller with reasonable access to the Books and Records, any other related information, and to any Transferred Employees or other employees of Buyer, and shall cooperate fully with Seller, to the extent necessary for Seller to prepare the Closing Inventory Statement, and to calculate the Closing Inventory Amount. After delivery of the Closing Inventory Statement, Seller shall make available to Buyer all books, records, work papers, personnel (including without limitation their accountants and employees) and other materials and sources used by Seller to prepare the “Final Closing Inventory Value”)Statement. (iib) If Unless Buyer notifies Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller mayin writing, within thirty (30) calendar days after delivery receipt of the Final Closing Inventory Statement, deliver a written notice that Buyer objects to Buyer setting forth the computation contained therein, specifying in detail the basis for such objection, Seller’s objection thereto and Seller’s 's calculation of such amount (such notice, the “Closing Inventory Objection Notice”)Amount shall become final and binding upon the parties for purposes of this Section 2.4. Any The calculation of the Closing Inventory Objection Notice Amount shall specify in reasonable detail those items or amounts not be disputed as to which Seller disagrees, accounting principles so long as the principles and Seller shall be deemed procedures used to have agreed compute it are consistent with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon those used by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement Financial Statements (and set forth in the Notes thereto). If Buyer and Seller are unable to agree upon the calculation of Final the Closing Inventory Value and in the conduct of the review referred Amount within thirty (30) calendar days after any such notification has been given by Buyer (or within such extended time period as is mutually agreed to in this Section 2.3(dwriting by the parties), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.controversy

Inventory Adjustment. The Preliminary Purchase Price includes an estimated value of Inventory, Works-In-Process and Raw Materials (icollectively, the “Combined Inventory”) calculated in accordance with the Accounting Principles for Inventory Valuation set forth on Schedule 4.2 of $13,300,000. The inventory adjustment to the Preliminary Purchase Price shall be determined as follows: (a) As promptly soon as reasonably practicable after the Closingpracticable, but in no event later than sixty-five sixty (6560) days after following the Closing Date, Buyer shall cause to be prepared and delivered to Seller prepare a statement (the “Final Closing Statement”) setting forth and certifying Buyer’s calculation of the value of the Combined Inventory Value as of the Closing Date, determined Date in accordance with the procedures set forth in Schedule 2.3(c) Accounting Principles for Inventory Valuation (the “Final Closing Combined Inventory Value”). (iib) Buyer shall deliver a written statement of the Closing Combined Inventory Value (the “Closing Combined Inventory Value Statement”) to Goodyear promptly after it has been prepared. After receipt of the Closing Combined Inventory Value Statement, Goodyear shall have sixty (60) days to review the Closing Combined Inventory Value Statement. Goodyear and its authorized representatives shall have reasonable access during normal business hours to all relevant books and records, facilities and employees of Buyer or Affiliated Buyers, and Buyer shall cooperate, and shall cause Affiliated Buyers to cooperate, with Goodyear and Goodyear’s representatives’ reasonable requests with respect to their review of the Closing Combined Inventory Value Statement. Unless Goodyear delivers written notice to Buyer on or prior to the sixtieth (60th) day after Goodyear’s receipt of the Closing Combined Inventory Value Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Goodyear shall be deemed to have accepted and agreed to the calculation of the Closing Combined Inventory Value. If Seller disagrees with Goodyear timely notifies Buyer of its objection to the calculation of the Closing Combined Inventory Value, Goodyear and Buyer shall, following such notice attempt to resolve their differences pursuant to Section 15.3 within the period set forth in Section 15.3 (the “Resolution Period”). Any resolution by the Parties as to any disputed amounts shall be final, binding and conclusive. (c) If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be resolved in the following manner: (i) Goodyear shall, at its expense, select its representative accounting firm (“Goodyear’s Representative”) and Buyer, at its expense, shall select its representative accounting firm (“Buyer’s calculation Representative”) within ten (10) days after the expiration of Final Inventory Value the Resolution Period. Within ten (10) days thereafter, Goodyear’s Representative and Buyer’s Representative shall select one other person from an accounting firm who shall act as set forth a neutral arbitrator (the “Neutral Auditor”) who shall resolve any and all amounts remaining in dispute. The fees and disbursements of the Neutral Auditor shall be allocated between Goodyear and the Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Neutral Auditor that is unsuccessfully disputed by each Party (as finally determined by the Neutral Auditor) bears to the total amount of such remaining disputed items so submitted. The Neutral Auditor shall act as an arbitrator to determine, based solely on the Final Closing Statementprovisions of this Section 4.2, Seller mayincluding Schedule 4.2 and the presentations by Goodyear and Buyer, and not by independent review, only those issues still in dispute. The Neutral Auditor’s determination shall be made within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items his or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed itemsher selection, shall be set forth in a written report statement delivered to Seller Goodyear and Buyer and shall be deemed a final, binding and conclusive and binding on arbitration award. A judgment of a court of competent jurisdiction may be entered upon the parties heretoNeutral Auditor’s determination. In resolving any disputed item, The term “Final Closing Inventory Value” shall mean the Independent Accountant shall definitive Closing Combined Inventory Value agreed to (or deemed to be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)agreed to) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of Goodyear in accordance with Section 4.2(b) or resulting from the costs would be borne determinations made by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist the Neutral Auditor in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in accordance with this Section 2.3(d4.2(c) (in addition to those items theretofore agreed to by Goodyear and Buyer), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date.

Inventory Adjustment. (ia) As promptly as reasonably practicable after No later than three (3) days before the Closing, but no Seller shall provide to Purchaser a statement calculated in accordance with the accounting methods and procedures set forth on Disclosure Schedule 2.2(a) (the “Estimated Inventory Statement”) setting forth Seller’s good faith calculation of the estimated Inventory Amount (the “Estimated Inventory Amount”) together with reasonably detailed supporting calculations demonstrating each component thereof. (b) No later than sixty-five thirty (6530) days after the Closing Date, Buyer Purchaser (with the assistance of Seller to the extent reasonably requested by Purchaser) shall cause prepare and deliver to be prepared and delivered to 155815138v19 Seller a statement (calculated in accordance with the “Final Closing Statement”accounting methods and procedures set forth on Disclosure Schedule 2.2(a) setting forth and certifying BuyerPurchaser’s calculation of the Inventory Value Amount (the “Closing Inventory Amount”) as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”)together with reasonably detailed supporting calculations demonstrating each component thereof. (iic) If Seller disagrees with BuyerPurchaser’s calculation of Final the Closing Inventory Value as set forth on the Final Closing StatementAmount, Seller may, within thirty (30) days after delivery receipt of such statement (the Final Closing Statement“Objection Period”), deliver to Purchaser a written notice to Buyer disagreeing therewith and setting forth Seller’s objection thereto and Seller’s calculation of such amount objections (such notice, the “Inventory Objection Notice”). Any Inventory The Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed the basis of such disagreement and, if the disagreement relates to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth thereinamounts, Seller’s calculation of such amounts. If Seller does not deliver an Inventory the Objection Notice is not timely received by Purchaser within such thirty (30) day period pursuant to this Section 2.3(d)(ii)the Objection Period, Seller shall be deemed to have agreed agree in all respects with all items and amounts contained in the Final Closing Statement and the Purchaser’s calculation of Final the Closing Inventory Value as set forth thereinAmount, and the Final Inventory Value as set forth in the Final Closing Statement such calculation shall be conclusive final and binding on the parties heretoParties and shall be deemed the “Final Inventory Amount. (iii) ” If Seller an Objection Notice is timely delivers an Inventory received by Purchaser within the Objection NoticePeriod, Buyer Purchaser and Seller shall, during the thirty (30) days following Purchaser’s receipt of such deliverynotice, use commercially their good faith, reasonable efforts to reach an agreement on the disputed items or amounts in order to determine the amount of Final Inventory Valueitems. If the parties resolve all disputessuch an agreement is reached, the computation of Final Inventory Value, calculation as amended to the extent necessary to reflect the resolution of the dispute, so agreed shall be conclusive final and binding on the parties heretoParties. IfIf Purchaser and Seller are unable to reach such an agreement, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer Purchaser and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, jointly retain a mutually acceptable certified public independent accounting firm that has not provided services to or independent certified appraisal firm represented either Purchaser or Seller or any of their respective affiliates during the previous five (5) years (the “Independent Accountant”) agreed upon by Seller and Buyer to resolve any remaining disagreements (it being understood that in making such agreement not to be unreasonably withheldcalculation, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act be functioning as an expert and not as an arbitrator arbitrator). Purchaser and Seller shall execute, if requested by the Accountant, a reasonable engagement letter, including customary indemnification provisions in favor of the Accountant. Purchaser and Seller shall direct the Accountant to determine only render a determination in writing as promptly as practicable and in any event within thirty (30) days after its retention and the specific items under dispute by Seller Parties shall cooperate with the Accountant during its engagement and Buyermake available the records and workpapers necessary for its review. In making such determination, the Independent The Accountant shall consider only those items or and amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered the Objection Notice that Purchaser and Seller have been unable to Seller resolve, and Buyer the Accountant shall review only the records and shall be conclusive workpapers submitted and binding base its determination solely on such submissions and the parties heretorelated computational materials. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for of such item claimed by Purchaser or Seller or less than the smallest value for such item claimed by Purchaser or Seller. The Accountant’s determination shall be based on and calculated in accordance with the accounting methods and procedures set forth on Disclosure Schedule 2.2(a). The determination of the Accountant shall be conclusive and binding upon the Parties (absent fraud or manifest error) and enforceable by any court of competent jurisdiction. The calculation as finally determined pursuant to this Section 2.2(c) shall be deemed the Final Inventory Amount. (d) Purchaser, on the one hand, and Seller, on the other hand, shall each bear a percentage of the fees and expenses of the Accountant in the inverse proportion to which the Accountant determines such Party is correct in its calculation of the Final Inventory Amount. For example, if the Accountant determines that Purchaser is 75% correct in its calculation of the Final Inventory Amount, Seller shall bear 75% of the Accountant’s fees and expenses. Purchaser and Seller shall each bear 100% of their own related expenses. (e) If the Estimated Inventory Amount exceeds the Final Inventory Amount, Seller shall pay to Purchaser, in the manner as provided in this Section 2.2(e), only the amount of such excess as an adjustment to the Purchase Price. If the Final Inventory Amount exceeds the Estimated Inventory Amount, Purchaser shall pay to Seller, in the manner as provided in this Section 2.2(e), only the amount of such excess as an adjustment to the Purchase Price. If the Estimated Inventory Amount equals the Final Inventory Amount, no payment shall be due by 155815138v19 either Buyer Party. Any payment due pursuant to this Section 2.2(e), shall be made within five (5) days after the Final Inventory Amount has been finally determined, by wire transfer by Purchaser or Seller, as applicable. (iv) The Independent Accountant will determine the allocation case may be, of immediately available funds to the account of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii)other Party, as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to may be paid, to Seller an amount designated in cash equal to writing by such difference, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Dateother Party.

Inventory Adjustment. (ia) As promptly The parties hereto acknowledge and agree that in calculating the Purchase Price for the Assets, they determined the purchase price for the Inventory based upon an assumed value of the Inventory at Closing as reasonably practicable after reflected on Sellers' books and records. The parties further acknowledge and agree that, for this purpose, the Closingassumed value of the Inventory at Closing ("Inventory Value") is $92 million. (For purposes of this Agreement, but no later than sixty-five Inventory Value equals the perpetual stock ledger value minus discount reserves, calculated in accordance with Sellers' past practices.) Within three (653) days after Business Days prior to the Closing Date, Sellers shall deliver to Buyer their good faith estimate of the actual Inventory Value (together with a copy of inventory records supporting such estimate) as of the opening of business on the Closing Date (the "Estimated Inventory Value"). The Purchase Price to be paid at Closing shall be increased or decreased, as the case may be, by 50% of the amount that the Estimated Inventory Value is more or less than $92 million. (b) Immediately prior to the Closing, Buyer shall cause to be prepared taken a physical inventory by stock keeping unit (the "Inventory Count") of all Inventory held by Buyer as of the Closing Date. The Inventory Count shall be taken by RGIS Inventory Services, or if RGIS Inventory Services is unable to so serve, by an independent inventory service designated jointly by Sellers and Buyer (the "Inventory Service"). The cost of the Inventory Service shall be paid equally by Sellers and Buyer. The instructions to be delivered to Seller a statement (the “Final Closing Statement”) setting forth and certifying Buyer’s calculation Inventory Service with respect to the conduct of the Inventory Count shall be mutually agreed upon by Buyer and Sellers and shall be delivered to the Inventory Service as promptly as possible following execution of this Agreement; provided, that each of Buyer and Sellers shall act reasonably in reaching an agreement on such instructions. The Inventory Service shall be additionally instructed by Buyer and Sellers to prepare and deliver to Buyer and Sellers, immediately upon completion of the Inventory Count, and in no event later than thirty (30) calendar days after Closing, a final certified report of Inventory Count. Promptly (and in no event later than fourteen (14) calendar days) following the day on which the Inventory Service shall have delivered the final report of Inventory Count to Sellers and Buyer, Sellers and Buyer shall jointly calculate and agree, each acting reasonably and in good faith, an actual Inventory Value as of the Closing Date, determined in accordance Date based upon the procedures principles set forth in Schedule 2.3(c) above (the “Final "Actual Inventory Value”"). (ii) . If Seller disagrees with Buyer’s calculation of Final Sellers and Buyer are unable to reach an agreement regarding the Actual Inventory Value as set forth on or prior to fourteen (14) calendar days following the delivery of the Inventory Count by the Inventory Service, on the Final Closing Statement, Seller may, next Business Day thereafter the disagreement shall be presented to a leading independent accounting firm to be mutually selected by Buyer and Sellers. Such accounting firm shall be instructed to render a decision as to the Actual Inventory Value within thirty (30) calendar days after delivery thereafter, and such decision shall be final and binding upon each of the Final Closing Statementparties. The fees, deliver a written notice to Buyer setting forth Seller’s objection thereto costs and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify expenses incurred in reasonable detail those items or amounts as to which Seller disagrees, and Seller connection therewith shall be deemed to have agreed with all other items shared in equal amounts by Buyer and amounts contained in the Final Closing Statement and the calculation Sellers. Following a final determination of Final Actual Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii)Value, Seller it shall be deemed compared to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Estimated Inventory Value. If In the parties resolve all disputes, event that the computation of Final Actual Inventory Value, as amended to Value exceeds the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Estimated Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60remit 50% of the costs of its review would be borne by Buyer and 40% of difference to Sellers. In the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in event that the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Estimated Inventory Value exceeds the Actual Inventory AdvanceValue, Sellers shall promptly remit 50% of the difference to Buyer. (viic) Within five (5) Business Days of In addition to the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii)Inventory, as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive numberat Closing, Buyer shall paypay to Sellers 100% of the full landed cost as determined by Sellers and Buyer in good faith (the "On Order Merchandise Cost") of the on order merchandise inventory described on Schedule 3.3(c) (the "On Order Merchandise"). Buyer shall have the right to direct Sellers to divert the delivery destinations of any of the On Order Merchandise to any locations that may be selected by Buyer, or cause and Buyer agrees that such On Order Merchandise shall remain at such location (and not be sold by Sellers) pending the Closing. The Purchase Price to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from paid at Closing shall be increased by the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing DateOn Order Merchandise Cost.

Inventory Adjustment. (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) As promptly as reasonably practicable after finished goods, which are of first quality and saleable in the Closingordinary course without discount, but no later than sixty-five and (65ii) days after all raw materials, castings, grates and other ancillary products that are useable in the Closing Dateproduction of pipe and precast products or otherwise suitable for resale, Buyer unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall cause attempt, in good faith, to be prepared resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and delivered to Seller the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Final Closing StatementDisputed Seller Inventory Items”) setting forth and certifying Buyer’s calculation therein. The value of the Closing Inventory Value as of the Closing Date, shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Schedule 2.3(c) (Section 3.2 and the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on final physical count agreed to by the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice parties or resolved pursuant to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller Section 3.2 shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive final and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than thirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory Value as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (iv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Statement and the calculation of Final Inventory Value and in the conduct of the review referred to in this Section 2.3(d)parties, including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days for purposes of the date on which the Final Inventory Value becomes final pursuant to Section 2.3(d)(ii) or 2.3(d)(iii), as applicable, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from determining the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing Date, or (ii) if such result is a negative number, Seller shall pay, or cause to be paid, to Buyer an amount in cash equal to the absolute value of such number, together with interest thereon from the Closing Date at a per annum rate equal to the 1 Year London InterBank Offered Rate as of the Closing DateInventory.