Common use of Inventory Adjustment Clause in Contracts

Inventory Adjustment. (a) Within 90 days following the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 days following At least one business day prior to the Closing DateClosing, Acquiror will prepare and Seller shall deliver to Seller a statement setting forth Acquiror’s calculation Purchaser its good faith estimate of the net book value of the Rochas Inventory, Transferred Inventory as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Date (the “Closing StatementEstimated Inventory Value”). Part 1.5(a) of the Disclosure Letter contains an example calculation of Estimated Inventory Value as of October 5, 2013. The Closing Statement Payment will be prepared in a manner adjusted upwards or downwards as follows: (i) if Estimated Inventory Value exceeds $9,000,000 (the “Inventory Value Target”), then the Closing Payment will be increased by such excess, and format consistent with the accounting policies, procedures and principles used to determine (ii) if the Estimated Closing Statement as set forth in Section 1.09 of Inventory Value is less than the Seller Disclosure Letter. Upon the request of AcquirorInventory Value Target, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare then the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to Payment will be reduced by the Accounting Firm contemplated amount by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out which Estimated Inventory Value is less than the purposes of this Section 1.10Inventory Value Target. (b) For a period Any amount by which the net book value of 30 days after delivery the Transferred Inventory as of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto Date (the “Seller ObjectionClosing Date Inventory Value”). Any Seller Objection ) is less than the Inventory Value Target will set forth a description in reasonable detail of reduce the basis of the Seller Objection Purchase Price, and the specific adjustments to the values reflected in any amount by which the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during Date Inventory Value is greater than the foregoing 30-day period Inventory Value Target will be deemed to have been accepted by Seller, without reservations, and will be final and binding on increase the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerPurchase Price. (c) If Within 70 calendar days of the Closing Date, the Seller shall prepare and Acquiror are unable to resolve any of their disputes with respect deliver to the Closing Statement within 30 days following Acquiror’s receipt Purchaser a statement setting forth the calculation of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letterDate Inventory Value, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreementcomponents thereof. (d) The Parties Purchaser will notify the Seller in writing of any objections to the Seller’s computation of Closing Date Inventory Value within 15 calendar days after the Purchaser receives the statement thereof. If the Purchaser does not notify the Seller of any such objections by the end of that 15-day period, then the Closing Date Inventory Value will be considered final at the end of the last day of that 15-day period. If the Purchaser does notify the Seller of any such objections by the end of that 15-day period and the Purchaser and the Seller are unable to resolve their differences within 15 calendar days thereafter, then the Purchaser and the Seller will instruct their respective accountants to use their commercially reasonable best efforts to cause resolve such disputed items to their mutual satisfaction and to deliver a final calculation of Closing Date Inventory Value to the Purchaser and the Seller as soon as reasonably possible. If the Purchaser’s accountants and the Seller’s accountants are unable to resolve any such disputed items within 15 calendar days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of the Purchaser and the Seller will be submitted to a nationally recognized accounting firm mutually agreed by the Purchaser and the Seller (the “Accounting Arbiter”) for resolution, and the Accounting Firm Arbiter will be instructed to (i) to send determine the final Closing Date Inventory Value and deliver the same to the Parties Purchaser and the Seller as soon as possible. The Accounting Arbiter will consider only those items and amounts in the Purchaser’s and the Seller’s respective calculations of the Closing Date Inventory Value that are identified as being items and amounts to which the Purchaser and the Seller have been unable to agree. In resolving any disputed item, the Accounting Arbiter may not assign a draft report setting out its preliminary conclusions within 20 value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Arbiter’s determination of the Closing Date Inventory Value will be based solely on the financial records of the Business Days from consistent with the appointment past practices of the Business (i.e., not on independent review) and on the definition of Closing Date Inventory Value included herein. The determination of the Accounting FirmArbiter will be final, conclusive and binding upon the parties hereto. Neither the Purchaser nor the Seller will have any right to, and will not, institute any Proceeding challenging such determination or with respect to offer the Parties matters that are the subject of this Section 1.5, except that the foregoing will not preclude a reasonable opportunity Proceeding to comment thereon and (ii) issue a report setting forth its final calculation enforce such determination. If the Accounting Arbiter’s determination of Closing Date Inventory Value is closer to the inventory adjustment within 45 Business Days from value initially asserted by the date of Purchaser to the appointment Accounting Arbiter, then the Seller will pay the costs of the Accounting FirmArbiter. The If the Accounting Arbiter’s determination of Closing Date Inventory Value is closer to the value initially asserted by the Seller to the Accounting Arbiter, then the Purchaser will pay the costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Arbiter. Each of the Seller and Acquiror in the proportion determined by Purchaser and their respective Affiliates will cooperate with and assist the Accounting Firm, which will base its decision upon the relative extent Arbiter to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in determine the final report Closing Date Inventory Value, including by making available and granting reasonable access to records and employees. The terms of engagement of the Accounting FirmArbiter for the purposes of this Section 1.5(c) shall be such reasonable commercial terms as shall be agreed between the Seller and the Purchaser consistently with the provisions of this Section 1.5. If the Seller and the Purchaser fail to agree on terms of engagement for the Accounting Arbiter within 5 calendar days, the Seller and the Purchaser agree that each of them will execute the standard form of the Accounting Arbiter’s terms of engagement as proposed by the Accounting Arbiter for its appointment. (e) The Within five (5) business days after the final determination of the Closing Statement will become final, binding and not appealable by the Parties except Date Inventory Value in the event of a mathematical error upon the earliest of accordance with this Section 1.5: (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, Date Inventory Value is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more greater than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Value, the Purchaser will cause the amount by which the Closing Rochas Date Inventory Payment payable pursuant Value exceeds the Estimated Inventory Value to this Section 1.10(f) will be paid to the Seller by wire transfer of immediately available funds to a bank an account or accounts designated by Seller or Acquiror, as applicable. The “the Seller; and (ii) if the Closing Rochas Date Inventory Payment” will be equal to the Final Inventory Amount minus Value is less than the Estimated Inventory Amount. If Value, the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller shall cause the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) amount by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from which the Closing Date Inventory Value is less than the Estimated Inventory Value to be paid to the date Purchaser by wire transfer of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts an account designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimthe Purchaser.

Inventory Adjustment. (aA) Within 90 days following Following the Closing Date, Acquiror will prepare Buyer shall determine the estimated number of units, for each Inventory Category, that (i) have been shipped and for which invoices have been issued on or prior to the Closing Date and (ii) remain in the possession of distributors or retailers and have not been sold through to end users (such number being the “Preliminary Inventory Level” for such Inventory Category). No later than forty-two (42) days after the Closing Date, Buyer shall deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter report (the “Closing StatementPreliminary Inventory Report”)) showing the Preliminary Inventory Level for each Inventory Category. The Closing Statement will Following delivery of the Preliminary Inventory Report, the Final Inventory Report showing the Final Inventory Level for each Inventory Category shall be prepared determined in a manner and format consistent accordance with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.102(d)(vi) below. (bB) For a period of 30 days Promptly after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare Resolution Date for the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b)Final Inventory Report, the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert Final Inventory Values shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business determined based on the materials submitted to it by Final Inventory Levels shown on the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Final Inventory Report and unit prices shown on Section 10.04 with respect to the interpretation or application 2(d)(v)(B) of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing StatementDisclosure Schedule, together with any modifications thereto agreed by Seller the Category Adjustment Amounts and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Adjustment Amount. (fC) The Closing Rochas If the Inventory Payment payable Adjustment Amount is zero, no adjustment shall be made to the Cash Consideration pursuant to this Section 1.10(f) will 2(d)(v)(C). If the Inventory Adjustment Amount exceeds zero, the Cash Consideration shall be paid reduced by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be an amount equal to the Final Inventory Adjustment Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, and Seller shall pay to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date Buyer an amount equal to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimInventory Adjustment Amount.

Inventory Adjustment. (aA) Within 90 days following Following the Closing Date, Acquiror will prepare Buyer shall determine the estimated number of units, for each Inventory Category, that (i) have been shipped and for which invoices have been issued on or prior to the Closing Date and (ii) remain in the possession of distributors or retailers and have not been sold through to end users (such number being the "Preliminary Inventory Level" for such Inventory Category). No later than forty-two (42) days after the Closing Date, Buyer shall deliver to Seller a statement setting forth Acquiror’s calculation report (the "Preliminary Inventory Report") showing thePreliminary Inventory Level for each Inventory Category. Following delivery of the value of Preliminary Inventory Report, the Rochas Inventory, as Final Inventory Report showing the Final Inventory Level for each Inventory Category shall be determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent accordance with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.102(d)(vi) below. (bB) For a period of 30 days Promptly after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare Resolution Date for the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b)Final Inventory Report, the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert Final Inventory Values shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business determined based on the materials submitted to it by Final Inventory Levels shown on the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Final Inventory Report and unit prices shown on Section 10.04 with respect to the interpretation or application 2(d)(v)(B) of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing StatementDisclosure Schedule, together with any modifications thereto agreed by Seller the Category Adjustment Amounts and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Adjustment Amount. (fC) The Closing Rochas If the Inventory Payment payable Adjustment Amount is equal to the Estimated Inventory Adjustment Amount, no adjustment shall be made to the Cash Consideration pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable2(d)(v)(C). The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus If the Estimated Inventory Adjustment Amount exceeds the Inventory Adjustment Amount, the Cash Consideration shall be increased by the amount of such excess and Buyer shall pay to Seller an amount equal to such excess. If the Closing Rochas Inventory Payment is positiveAdjustment Amount exceeds the Estimated Inventory Adjustment Amount, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If Cash Consideration shall be reduced by the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date amount of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds excess and Seller shall pay to the bank accounts designated by Acquiror or Seller (as applicable), and Buyer an amount equal to such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimexcess.

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 (athe "Gen-X Closing Inventory") 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 Closing Date (the "Inventory Cutoff Date"), 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 90 195 days following after the Closing Date, Acquiror will prepare ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ shall cause the Gen-X Companies to deliver to Seller Global copies of such records, together with a statement setting forth Acquiror’s calculation (the "Statement of Unsold and Other Inventory") as to which of the Gen-X Closing Inventory has not been sold by the Inventory Cutoff Date (the "Unsold Inventory") (including a statement of the net realizable value to which such Unsold Inventory should be written down as of the Inventory Cutoff Date) and which of the Gen-X Closing Inventory was sold at an amount less than the amount at which such Inventory was reflected on the Closing Date Balance Sheets (the "Other Inventory"). Within 30 days after the receipt of the Statement of Unsold and 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 last day of such 30-day period. If Global does notify the 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 (or the value thereof) and Other Inventory shall be submitted to the Arbiter for resolution, with the costs thereof paid 50% by the Owners and 50% by Global, and the Arbiter shall be instructed to deliver a final Statement of Unsold Inventory to the Owners and Global as soon as possible. The "Inventory Adjustment" shall be equal to the sum of (i) the amount, if any, by which the value of the Rochas Inventory, Unsold Inventory as determined pursuant to Section 1.09 of the Seller Disclosure Letter (Inventory Cutoff Date is less than the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare value at which such Unsold Inventory was reflected the Closing StatementDate Balance Sheets, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from amount, if any, by which the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, price at which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable such Other Inventory was sold by the Parties except in Gen-X Companies is less than the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within value at which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Other Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate was reflected on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimBalance Sheets.

Inventory Adjustment. (a) Within 90 days following the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth AcquirorThe Buyer’s calculation of the Purchase Price pursuant to Section 2.1 above assumes that the actual aggregate book value of the Rochas Inventory, Inventory Assets and the Vendor Deposits as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing, calculated in accordance with the Seller’s past practices (the “Inventory Actual Closing StatementValue”). The Closing Statement , will be prepared in a manner and format consistent with the accounting policies, procedures and principles used at least equal to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto $227,000 (the “Seller ObjectionInventory Target Closing Value”). Any Seller Objection will set forth . 2.2.2.1 In the event that the Inventory Actual Closing Value is less than the Inventory Target Closing Value at the Closing, the Buyer may reduce the Purchase Price on a description in reasonable detail dollar for dollar basis by an amount equal to (i) the Inventory Target Closing Value, minus (ii) the Inventory Actual Closing Value (an “Inventory Deduction”); provided, however, that the Buyer may not make any Inventory Deduction unless the amount of the basis anticipated Inventory Deduction is in excess of $3,000, in which case the Seller Objection and the specific adjustments Inventory Deduction may be made back to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Partiesfirst dollar. In the event a Seller Objection that the Inventory Actual Closing Value is sent to Acquirorless than the Inventory Target Closing Value at Closing, Acquiror and Seller the amount of any such Inventory Deduction shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect be paid to the Closing Statement Buyer within 30 days ten (10) Business Days following Acquiror’s receipt the delivery of the Seller Objection pursuant certification contemplated by Section 2.2.1 above by check or wire transfer, according to Section 1.10(b), written wire instructions provided by the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant Buyer to the ICC Expert Rules or in Seller 2.2.2.2 In the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of Inventory Actual Closing Value is greater than the Parties proposing an Accounting FirmInventory Target Closing Value at the Closing, the Accounting Firm Buyer shall be selected pursuant pay to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed itemSeller, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement dollar for which a determination is to be made by the Accounting Firmdollar basis, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm an amount equal to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Inventory Actual Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), Value minus (ii) the agreement in writing by Seller and Acquiror Inventory Target Closing Value (an “Inventory Addition”); provided, however, that the Closing StatementBuyer shall not make an Inventory Addition unless the amount of the anticipated Inventory Addition is in excess of $3,000, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by in which case the Parties, and (iii) Inventory Addition may be made back to the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b)first dollar. The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than Buyer shall have six (6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, months from the Closing Date (or until November 15, 2021) within which to make any Inventory Addition payment. For clarity, the Buyer may make any Inventory Addition payment in a single lump-sum payment or in multiple payments so long as the full amount of the Inventory Addition payment is paid in full on or before November 15, 2021. Any Inventory Addition payment shall not be treated as an adjustment to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimPurchase Price.

Inventory Adjustment. (a) Within 90 As soon as practicable after Closing, but in any event not later than thirty (30) days following thereafter, the Closing Date, Acquiror will prepare parties shall jointly conduct a physical count (or a cycle count if so agreed by the parties and deliver acceptable to Seller a statement setting forth Acquiror’s calculation the Purchasers’ auditors) of the Brand Inventory. Based upon such physical count (or cycle count, as the case may be) and the Reserve Certification furnished by the Sellers at Closing pursuant to Section 7.4(m), the parties shall calculate the net book value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter Brand Inventory (the “Closing StatementInventory Value”). The Closing Statement will be prepared in a manner and format consistent with Each party shall make available to the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 other party upon request copies of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and work papers used in its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10calculations. (b) For a period In the event of 30 days after delivery any difference in the parties’ calculations of the Closing StatementInventory Value, Acquiror will provide Seller the parties shall attempt in good faith to reconcile such differences. If such differences remain unreconciled after ten (10) days, the parties shall submit a statement of all unresolved differences together with reasonable access to all books, records, copies of their respective calculations and work papers, personnel and other materials and sources used by Acquiror to prepare PricewaterhouseCoopers LLP (the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be “Accountants”) for a binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery nonappealable determination of the Closing Statement of any good faith objection thereto Inventory Value to be rendered within thirty (the “Seller Objection”)30) days after such submission. Any Seller Objection will set forth a description in reasonable detail All fees of the basis of Accountants incurred in this capacity shall be billed to and shared equally by the Seller Objection Sellers and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerPurchasers. (c) If Seller and Acquiror are unable to resolve any For purposes of their disputes with respect to determining the Purchase Price, if the Inventory Value differs by more than five percent (5%) from the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b)Inventory Value, the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert Base Price shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to decreased, if the Parties a draft report setting out its preliminary conclusions within 20 Business Days from Inventory Value exceeds the appointment Closing Inventory Value, by the full amount of the Accounting Firmsuch excess, and to offer the Parties a reasonable opportunity to comment thereon and or (ii) issue a report setting forth its final calculation increased, if the Closing Inventory Value exceeds the Inventory Value, by the full amount of such excess. Any Base Price purchase price adjustment required under Section 3.3 shall be paid in cash to the appropriate recipient within ten (10) Business Days after the amount of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firmpayment is determined. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will Such payment shall be borne accompanied by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than at 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimpercent per annum.

Inventory Adjustment. (aA) Within 90 days following Following the Closing Date, Acquiror will prepare Buyer shall determine the estimated number of units, for each Inventory Category, that (i) have been shipped and for which invoices have been issued on or prior to the Closing Date and (ii) remain in the possession of distributors or retailers and have not been sold through to end users (such number being the “Preliminary Inventory Level” for such Inventory Category). No later than forty-two (42) days after the Closing Date, Buyer shall deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter report (the “Closing StatementPreliminary Inventory Report”)) showing the Preliminary Inventory Level for each Inventory Category. The Closing Statement will Following delivery of the Preliminary Inventory Report, the Final Inventory Report showing the Final Inventory Level for each Inventory Category shall be prepared determined in a manner and format consistent accordance with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.102(d)(vi) below. (bB) For a period of 30 days Promptly after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare Resolution Date for the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b)Final Inventory Report, the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert Final Inventory Values shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business determined based on the materials submitted to it by Final Inventory Levels shown on the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Final Inventory Report and unit prices shown on Section 10.04 with respect to the interpretation or application 2(d)(v)(B) of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing StatementDisclosure Schedule, together with any modifications thereto agreed by Seller the Category Adjustment Amounts and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Adjustment Amount. (fC) The Closing Rochas If the Inventory Payment payable Adjustment Amount is equal to the Estimated Inventory Adjustment Amount, no adjustment shall be made to the Cash Consideration pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable2(d)(v)(C). The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus If the Estimated Inventory Adjustment Amount exceeds the Inventory Adjustment Amount, the Cash Consideration shall be increased by the amount of such excess and Buyer shall pay to Seller an amount equal to such excess. If the Closing Rochas Inventory Payment is positiveAdjustment Amount exceeds the Estimated Inventory Adjustment Amount, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If Cash Consideration shall be reduced by the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date amount of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds excess and Seller shall pay to the bank accounts designated by Acquiror or Seller (as applicable), and Buyer an amount equal to such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimexcess.

Inventory Adjustment. (a) Within 90 At least three business days following prior to the Closing DateClosing, Acquiror will prepare and Seller shall deliver to Seller a statement setting forth Acquiror’s calculation Purchaser its good faith estimate of the book value of the Rochas Inventory, Transferred Inventory as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Date (the “Closing StatementEstimated Inventory Value”). The Closing Statement Payment will be prepared in a manner adjusted upwards or downwards as follows: (i) if Estimated Inventory Value exceeds $9,000,000 (the “Inventory Value Target”), then the Closing Payment will be increased by such excess, and format consistent with the accounting policies, procedures and principles used to determine (ii) if the Estimated Closing Statement as set forth in Section 1.09 of Inventory Value is less than the Seller Disclosure Letter. Upon the request of AcquirorInventory Value Target, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare then the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to Payment will be reduced by the Accounting Firm contemplated amount by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out which Estimated Inventory Value is less than the purposes of this Section 1.10Inventory Value Target. (b) For a period Any amount by which the book value of 30 days after delivery the Transferred Inventory as of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto Date (the “Seller ObjectionClosing Date Inventory Value”). Any Seller Objection ) is less than the Inventory Value Target will set forth a description in reasonable detail of reduce the basis of the Seller Objection Purchase Price, and the specific adjustments to the values reflected in any amount by which the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during Date Inventory Value is greater than the foregoing 30-day period Inventory Value Target will be deemed to have been accepted by Seller, without reservations, and will be final and binding on increase the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerPurchase Price. (c) If Within 70 calendar days of the Closing Date, the Seller shall prepare and Acquiror are unable to resolve any of their disputes with respect deliver to the Closing Statement within 30 days following Acquiror’s receipt Purchaser a statement setting forth the calculation of the Seller Objection pursuant to Section 1.10(b), Closing Date Inventory Value as of immediately before the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letterClosing, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreementcomponents thereof. (d) The Parties Purchaser will notify the Seller in writing of any objections to the Seller’s computation of Closing Date Inventory Value within 15 calendar days after the Purchaser receives the statement thereof. If the Purchaser does not notify the Seller of any such objections by the end of that 15-day period, then the Closing Date Inventory Value will be considered final at the end of the last day of that 15-day period. If the Purchaser does notify the Seller of any such objections by the end of that 15-day period and the Purchaser and the Seller are unable to resolve their differences within 15 calendar days thereafter, then the Purchaser and the Seller will instruct their respective accountants to use their commercially reasonable best efforts to cause resolve such disputed items to their mutual satisfaction and to deliver a final calculation of Closing Date Inventory Value to the Purchaser and the Seller as soon as reasonably possible. If the Purchaser’s accountants and the Seller’s accountants are unable to resolve any such disputed items within 15 calendar days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of the Purchaser and the Seller will be submitted to a nationally recognized accounting firm mutually agreed by the Purchaser and the Seller (the “Accounting Arbiter”) for resolution, and the Accounting Firm Arbiter will be instructed to (i) to send determine the final Closing Date Inventory Value and deliver the same to the Parties Purchaser and the Seller as soon as possible. The Accounting Arbiter will consider only those items and amounts in the Purchaser’s and the Seller’s respective calculations of the Closing Date Inventory Value that are identified as being items and amounts to which the Purchaser and the Seller have been unable to agree. In resolving any disputed item, the Accounting Arbiter may not assign a draft report setting out its preliminary conclusions within 20 value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Arbiter’s determination of the Closing Date Inventory Value will be based solely on the financial records of the Business Days from consistent with the appointment past practices of the Business (i.e., not on independent review) and on the definition of Closing Date Inventory Value included herein. The determination of the Accounting FirmArbiter will be final, conclusive and binding upon the parties hereto. Neither the Purchaser nor the Seller will have any right to, and will not, institute any Proceeding challenging such determination or with respect to offer the Parties matters that are the subject of this Section 1.5, except that the foregoing will not preclude a reasonable opportunity Proceeding to comment thereon and (ii) issue a report setting forth its final calculation enforce such determination. If the Accounting Arbiter’s determination of Closing Date Inventory Value is closer to the inventory adjustment within 45 Business Days from value initially asserted by the date of Purchaser to the appointment Accounting Arbiter, then the Seller will pay the costs of the Accounting FirmArbiter. The If the Accounting Arbiter’s determination of Closing Date Inventory Value is closer to the value initially asserted by the Seller to the Accounting Arbiter, then the Purchaser will pay the costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Arbiter. Each of the Seller and Acquiror in the proportion determined by Purchaser and their respective Affiliates will cooperate with and assist the Accounting Firm, which will base its decision upon the relative extent Arbiter to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in determine the final report Closing Date Inventory Value, including by making available and granting reasonable access to records and employees. The terms of engagement of the Accounting FirmArbiter for the purposes of this Section 1.5(c) shall be such reasonable commercial terms as shall be agreed between the Seller and the Purchaser consistently with the provisions of this Section 1.5. If the Seller and the Purchaser fail to agree on terms of engagement for the Accounting Arbiter within 5 calendar days, the Seller and the Purchaser agree that each of them will execute the standard form of the Accounting Arbiter’s terms of engagement as proposed by the Accounting Arbiter for its appointment. (e) The Within five (5) business days after the final determination of the Closing Statement will become final, binding and not appealable by the Parties except Date Inventory Value in the event of a mathematical error upon the earliest of accordance with this Section 1.5:] (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, Date Inventory Value is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more greater than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Value, the Purchaser will cause the amount by which the Closing Rochas Date Inventory Payment payable pursuant Value exceeds the Estimated Inventory Value to this Section 1.10(f) will be paid to the Seller by wire transfer of immediately available funds to a bank an account or accounts designated by Seller or Acquiror, as applicable. The “the Seller; and (ii) if the Closing Rochas Date Inventory Payment” will be equal to the Final Inventory Amount minus Value is less than the Estimated Inventory Amount. If Value, the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller shall cause the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) amount by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from which the Closing Date Inventory Value is less than the Estimated Inventory Value to be paid to the date Purchaser by wire transfer of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts an account designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimthe Purchaser.

Inventory Adjustment. (a) Within 90 395 days following after the Closing Date, Acquiror will Buyer shall prepare and deliver to Seller Sellers’ Representative a statement setting forth Acquiror’s calculation of the aggregate value of all Closing Inventory not sold within 12 months after the Rochas Inventory, as determined pursuant to Section 1.09 Closing Date together with a listing of the Seller Disclosure Letter such unsold inventory (the “Closing Inventory Adjustment” and the “Inventory Adjustment Statement”, respectively). The Closing Inventory Adjustment Statement will be prepared in a manner shall become final and format consistent with binding upon the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. Parties thirty (b30) For a period of 30 days after delivery of the Closing StatementSeller’s receipt thereof, Acquiror will provide Seller with reasonable access to all booksunless Seller, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing such 30-day period will be deemed period, delivers to have been accepted by SellerBuyer written notice of objection(s) to the Inventory Adjustment Statement, without reservations, and will in which case the Inventory Adjustment Statement shall not be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any such dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined shall be resolved pursuant to the decision procedures of Section 1.5 of this Agreement, the Accounting Firm, when final, terms of which shall apply hereto mutatis mutandis. Within five (5) Business Days after the final and binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting FirmInventory Adjustment under this Section 1.7, (a) Buyer shall be entitled to reduce the then-remaining Holdback Amount by an amount equal to the 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 no event will proportion to such Seller’s Pro Rata Share. During such 12 month period after the Final Inventory Amount be more than 6% greater thanClosing Date, nor more than 6% less thanBuyer 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 Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable Business. Any payments made pursuant to this Section 1.10(fparagraph (whether out of the Holdback Amount or by Sellers directly) will shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, treated as applicable. The “Closing Rochas Inventory Payment” will be equal an adjustment to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value amount of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date Purchase Price allocated to the date of such paymentInventory by the parties for Tax purposes, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated unless otherwise required by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimApplicable Law.

Inventory Adjustment. (a) Within 90 Not more than twenty (20) days following and not less than fifteen (15) days prior to the Closing Date, Acquiror will prepare and Sellers shall deliver to Seller Purchaser (i) a statement setting forth Acquiror’s calculation list of all services or products to be delivered to or used by the Business following the Closing pursuant to any Transferred Contract, including a copy of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter corresponding invoice and (ii) an updated Signing Inventory List (the “Closing StatementInventory List”). The Closing Statement will be prepared in a manner , setting forth the types and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 amounts of the Seller Disclosure Letter. Upon Transferred Inventory that Sellers, reasonably and in good faith, expect to be the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member Transferred Inventory as of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare Closing Date. Following Sellers delivery of the Closing StatementInventory List, at Purchaser’s option, Sellers shall help facilitate access for Purchaser or its Representatives to respond to any Seller Objection and to prepare materials for presentation to each site that stores such Transferred Inventory included on the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10Closing Inventory List. (b) For a period of 30 days after delivery In the event that either (i) the Closing Inventory List delivered by Sellers indicates or (ii) Purchaser, following its review of the Closing StatementTransferred Inventory pursuant to Section 2.02(a), Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare reasonably determines that (a) more than three percent (3%) of the Transferred Inventory that is Product Compound API on the Closing Statement and Inventory List does not already in meet the possession or under Supply Quality Standard, the control of Seller Purchase Price shall be reduced pro rata based on the noncompliant portion relative to the extent reasonably related total value of the Product Compound API, or (b) less than 120,995 vials of the IV Product within the Transferred Inventory meet the Supply Quality Standard, the Purchase Price shall be reduced pro rata based on the noncompliant portion relative to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery total value of the Closing Statement vials of any good faith objection thereto IV Product within the Transferred Inventory (the Purchase Price as adjusted in accordance with (a) and (b), the “Seller ObjectionPro Rata Purchase Price”). Any Seller Objection will set forth a description Sellers and Purchaser shall cooperate in reasonable detail of the basis of the Seller Objection good faith and the specific adjustments endeavor to the values reflected in resolve any disputes regarding the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerInventory List or any Purchase Price reduction. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties Sellers and Purchaser are unable to agree on an independent accounting firm within 14 days following a notice by one the amount of any adjustment pursuant to Section 2.02(b) prior to the Parties proposing an Accounting FirmClosing Date, the Accounting Firm Purchaser and Sellers shall be selected pursuant required to consummate the ICC Expert Rules. The Accounting Firm Transactions at the Pro Rata Purchase Price; provided that such Pro Rata Purchase Price is not less than $450,000 and Sellers shall make a written determination as have the right to each thencontest the Pro Rata Purchase Price post-remaining disputed item, which written determination will be final, binding and not appealable by Closing in accordance with the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms dispute resolution provisions of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 30 days following after the Closing Date, Acquiror the Vendor will prepare and deliver to Seller provide the Purchaser with a statement setting forth Acquiror’s calculation of the value Effective Time Inventory and Base Inventory. The calculation of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will Effective Time Inventory shall be prepared in a manner on the same basis and format consistent with the same accounting policiesstandards, procedures methods and principles policies used in compiling the Base Inventory. The Purchaser, acting reasonably, shall have 30 days to determine review and approve the Estimated Closing Statement as set forth in Section 1.09 calculation of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will Effective Time Inventory and Base Inventory or to provide to Acquiror and its accountants access during normal business hours written notice to the books and records, Vendor of any other information, and any employees of Seller or any other member objections of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation Purchaser to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery calculation of the Closing StatementEffective Time Inventory and Base Inventory. If, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare at the Closing Statement and not already in end of the possession or under 45 day period following the control of Seller Vendor's delivery to the extent reasonably related to Purchaser of such calculations, the determinations contemplated by this Section 1.10. The Closing Statement will parties have not agreed on such calculations, then the calculation of the Effective Time Inventory shall be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror determined in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller determination shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable subject to appeal) by an independent nationally-recognized accounting firm selected by agreement between the 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 as to each such disputed itemparties. The Accounting Firm will act as an expert costs and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties expenses of such accounting firm shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made borne by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 party whose position with respect to the interpretation or application calculation of the present Inventory 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. (dc) The Parties will use their reasonable best efforts parties agree that if, the Purchaser has not been able to cause sell all of the Accounting Firm to (i) to send Increased Non-Medical Inventory within the four-month period following the Closing Date, the Purchaser shall so notify the Vendor and the Vendor shall purchase any unsold portion of the Increased Non-Medical Inventory from the Purchaser for the same amount that the Purchaser paid to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment Vendor for said unsold portion of the Accounting FirmIncreased Non-Medical Inventory. In such case, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth Purchaser shall, at its final calculation expense, return the unsold portion of the inventory adjustment Increased Non-Medical Inventory to the Vendor and the Vendor shall remit payment to the Purchaser within 45 Business Days thirty days after said return. Purchaser agrees that to the extent that any orders it fills during the four month period specified above can reasonably be filled from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d)Non-Medical Related Inventory, including the fees and expenses of the Accounting Firm, such sales will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report considered sales of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event Increased Non-Medical Inventory for purposes of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment3.5(c). (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 15 days following after the Closing Date, Acquiror or at such other time as agreed between the Parties, Buyer and Seller will prepare jointly conduct a physical count and deliver valuation of the Inventory as of the Closing Date (the “Closing Date Inventory”), using the Inventory Valuation Principles. The Purchase Price shall be (i) increased, on a dollar-for dollar basis, in the event and to Seller a statement setting forth Acquiror’s calculation of the extent that the value of the Rochas Inventory, Closing Date Inventory as determined pursuant to under this Section 1.09 of the Seller Disclosure Letter 3.04(a) (the “Closing StatementInventory Value”) is greater than the Estimated Inventory Value, and (ii) decreased, on a dollar-for-dollar basis, in the event and to the extent that the Closing Inventory Value is less than the Estimated Inventory Value (the “Inventory Adjustment”). The Closing Statement will Parties agree the Inventory Adjustment shall be prepared paid in cash in the following manner: (i) if the Inventory Adjustment calls for an increase in the Purchase Price, Buyer shall pay Seller the amount of any such increase in the Purchase Price in cash not later than five Business Days following the date on which the Inventory Adjustment is determined, and (ii) if the Inventory Adjustment calls for a manner and format consistent with decrease in the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of AcquirorPurchase Price, Seller will provide shall pay Buyer the amount of any such decrease in the Inventory Adjustment in cash not later than five Business Days following the date on which the Inventory Adjustment is determined; in either case in immediately available funds by wire transfer to Acquiror and its accountants access during normal business hours to an account designated by the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10receiving Party thereof. (b) For a period If Seller and Buyer fail to reach an agreement with respect to the Closing Inventory Value, then such amount shall be submitted for resolution to an impartial regionally or nationally recognized firm of 30 independent certified public accountants mutually appointed by Buyer and Seller (the “Independent Accountant”) within 15 days after delivery performance of the Closing Statement, Acquiror will provide Date Inventory. Each of Buyer and Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller shall submit to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery Independent Accountant their estimation of the Closing Statement of any good faith objection thereto Inventory Value (the “Seller ObjectionEstimated Value”). Any Seller Objection will set forth The Independent Accountant, acting as experts and not arbitrators, shall inspect the Inventory and shall make a description in reasonable detail determination of the basis Closing Inventory Value (the “Accountant Determined Value”), which must be within the range of Estimated Values submitted by each of Buyer and Seller and in accordance with the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be madeInventory Valuation Principles. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will The Accountant Determined Value shall be final and binding on the Parties. In , and the event Purchase Price shall be adjusted and the applicable Party shall pay the Inventory Adjustment as a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any result of their disputes with respect to the Closing Statement such Accountant Determined Value within 30 days following Acquiror’s receipt five Business Days of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”)its determination. The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will Independent Accountant shall be paid by wire transfer of immediately available funds to a bank account or accounts designated Seller, on the one hand, and by Seller or AcquirorBuyer, as applicable. The “Closing Rochas Inventory Payment” will be equal on the other hand, in proportion to the Final Inventory Amount minus difference between the Estimated Inventory Amount. If Value submitted by such Party and the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory PaymentAccountant Determined Value. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 days following the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth Acquiror’s calculation The cash portion of the value Purchase Price shall also be increased by the amount of any Aggregate Inventory Surplus (as defined and determined below) or decreased by the Rochas Inventory, amount of any Aggregate Inventory Deficiency (as defined and determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”below). The Closing Statement will be prepared in a manner and format consistent with the accounting policiesFor each category of Inventory identified on Schedule 2.05 (each, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the an “Seller ObjectionInventory Category”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit following amounts shall be calculated: (i) if (x) the dispute to administered expert proceedings number of pounds or tons, as applicable, of inventory of such Inventory Category at Closing less (y) applicable reserves (expressed in pounds or tons, as applicable) established in accordance with the Rules Accounting Principles (for each Inventory Category, its “Closing Inventory Amount”) is greater than the Administration of Expert Proceedings “Target Closing Inventory Amount” identified for such Inventory Category on Schedule 2.05 (its “Target Closing Inventory Amount”), the cash portion of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert Purchase Price shall be contractually binding upon them. In this respectincreased by an amount (such amount, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (if any, the “Accounting FirmInventory Surplus Value”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm equal to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from difference between the appointment of Closing Inventory Amount for such Inventory Category and the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne Target Closing Inventory Amount for such Inventory Category multiplied by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that average Applicable Cost for such Inventory Category during the one hundred twenty (120) day period prior to the Closing Statement(for each Inventory Category, together with any modifications thereto agreed its “Pre-Closing Applicable Cost”); (ii) if the Closing Inventory Amount for such Inventory Category is less than the Target Closing Inventory Amount for such Inventory Category, the cash portion of the Purchase Price shall be decreased by Seller an amount (such amount, if any, the “Inventory Deficiency Value”) equal to (i) the difference between the Closing Inventory Amount for such Inventory Category and Acquiror, is final, binding and not appealable the Target Closing Inventory Amount for such Inventory Category multiplied by (ii) the Parties, and Pre-Closing Applicable Cost for such Inventory Category; (iii) if the date on which sum of all of the Accounting Firm issues its written determination with respect to any dispute relating to Inventory Surplus Values is greater than the sum of all of the Inventory Deficiency Values, then such Closing Statement pursuant to Section 1.10(bexcess shall be the “Aggregate Inventory Surplus”); and (iv) if the sum of all of the Inventory Deficiency Values is greater than the sum of all of the Inventory Surplus Values, then such excess shall be the “Aggregate Inventory Deficiency”). The Closing StatementAs used herein, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.Applicable Cost” The value of the Rochas each Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination Category shall mean cost of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. such item (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to on a bank account per pound or accounts designated by Seller or Acquirorton, as applicable. The “Closing Rochas Inventory Payment” will , basis) that would be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, reflected on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together balance sheet prepared in accordance with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimPrinciples.