Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) Within 180 days after the Closing Date, the Purchaser will prepare and deliver to the Seller written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Seller as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAP, and the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papers.

Post-Closing Adjustment. (a) Within 180 As soon as reasonably practicable after the Closing Date, but not later than ninety (90) days after the Closing Date, the Purchaser will shall prepare and deliver to the Seller written notice (the “Adjustment Notice”) containing (i) a statement setting forth in reasonable detail its good faith calculation of an unaudited balance sheet of the Seller Company, on a consolidated basis, as of the close of business on the day immediately preceding the Closing Date (the “Post-Closing Balance Sheet”)) and a reasonably detailed statement (the “Closing Statement” and, (iitogether with the Post-Closing Balance Sheet, the “Adjustment Statements”) the setting forth Purchaser’s calculation calculations of the Closing Date Cash on Hand (the “Post-Closing Cash on Hand”), the Closing Date Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Post-Closing Net Working Capital”) and (iii) ), the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) Closing Date Closing Indebtedness (the “Adjustment CalculationPost-Closing Closing Indebtedness”) and the Closing Date Company Transaction Expenses (the “Post-Closing Company Transaction Expenses”). The Post-Closing Balance Sheet will shall be prepared in accordance with GAAP, the standards and principals required to be applied in preparing the Purchaser shall have caused the Closing Most Recent Balance Sheet pursuant to have been reviewed or audited by its independent public accounting firmSection 2.3. Upon receipt of the Adjustment CalculationStatements, Seller and its agents and representatives shall be given reasonable on-site access to or copies of (as Seller shall request), for the Seller and/or its attorneys or accountants will have purpose of verifying the right upon not less than two Adjustment Statements: (2i) business days prior written notice and during normal business hours to inspect and copy any or all of the books and records, work papers, trial balances and other materials relating to the Adjustment Statements and (ii) Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense of the Sellers, Paragon Companies’ personnel and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersaccountants.

Post-Closing Adjustment. (a) Within 180 As soon as practicable (and in no event later than 90 days after the Closing DateClosing), the Purchaser Buyer will prepare and deliver or cause to the be prepared and delivered to Seller written notice (the “Adjustment Notice”) containing (i) an unaudited a balance sheet of the Seller Company as of the close opening of business on the Closing Date (the “"CLOSING DATE BALANCE SHEET") and a proposed statement of the net worth of the Company as of the opening of business on the Closing Date (the "CLOSING NET WORTH STATEMENT"). The Closing Date Balance Sheet”)Sheet and the Closing Net Worth Statement (i) will reflect, respectively, the financial position of the Company and the components and calculation of the net worth of the Company in each case as of the opening of business on the Closing Date, (ii) the Purchaser’s calculation will be prepared and determined as of the Closing Net Working Capital based opening of business on the Closing Balance Sheet Date using the same policies, principles and reflecting methodology used in connection with the exclusion preparation of the Excluded Assets June 1998 Balance Sheet, and Excluded Liabilities (iii) will be subject to adjustment in accordance with the principles and methodology set forth in EXHIBIT E attached hereto (the “Final Closing Net Working Capital”policies, principles and methodology in clauses (ii) and (iii) of this Section 4.3(a) being referred to herein as the Purchaser’s calculation "BALANCE SHEET PRINCIPLES"). Notwithstanding anything contained herein to the contrary, there will be no changes in reserve or accrual policies or amounts (with respect to accrual and reserve amounts, without the prior written consent of Buyer which will not be unreasonably withheld or delayed) between June 30, 1998 and the Closing Date without the prior written consent of Buyer. The net worth of the amount Company as of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared Date determined in accordance with GAAPthis Section 4.3 is referred to herein as the "CLOSING NET WORTH." In the event of any conflict or inconsistency between the policies, principles and methodology described in the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment Calculationforegoing clauses (ii) and (iii), the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice policies, principles and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative methodology set forth in EXHIBIT E shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersgovern.

Post-Closing Adjustment. Buyer shall conduct a physical inventory of (ai) Within 180 the Product Inventory as of the Effective Time and (ii) the inventory included within the Transferred Assets, other than the Product Inventory, within fifteen (15) days of the Closing Date, to provide the information necessary for the determination of the Closing Net Working Capital as of the Closing Date. Buyer shall allow representatives of Seller to observe, but not participate in, such physical inventory. As promptly as practicable after the Closing Date, and in any event not later than forty-five (45) days after the Closing Date, the Purchaser will Buyer shall prepare and deliver to the Seller written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of a statement (the Seller "Closing Statement"), which shall set forth in reasonable detail (A) the Net Working Capital as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final "Closing Net Working Capital”") and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAPthe methodology set forth on Exhibit G, and the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by (B) its independent public accounting firm. Upon receipt calculations of the Adjustment CalculationAmount as described in Section 3.4(d) and (ii) a copy of the schedule of Closing Net Working Capital. Seller, at no cost to Buyer, shall give to Buyer and its authorized representatives reasonable access to such employees, offices, and other facilities and such books and records of Seller as are reasonably necessary to allow Buyer and its authorized representatives to prepare the Adjustment Amount in compliance with this Section 3.4. Buyer, at no cost to Seller, shall provide all information reasonably requested by Seller and/or its attorneys or accountants will have and shall give representatives of Seller reasonable access to the right upon not less than two (2) business days prior written notice premises, employees and during normal business hours other facilities related to inspect the Transferred Assets and copy any or all of Purchaser’s to books and records related to the Closing Balance SheetBusiness as are reasonably necessary for purposes of reviewing, the Final Closing Net Working Capital verifying and auditing the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersAmount.

Post-Closing Adjustment. (a) Post-Closing Determination. Within 180 days after the Closing Date, the Purchaser will prepare Buyer shall prepare, and deliver to the Seller written notice (the “Adjustment Notice”) containing Stockholders, (i) an unaudited balance sheet the Buyer’s determinations of the Seller as of Cash Amount and the close of business on the Closing Date (the “Closing Balance Sheet”)Indebtedness Payoff Amount, and (ii) the PurchaserBuyer’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities Actual Purchase Price (collectively, the “Final Closing Net Working Capital”) and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment CalculationDraft Computation”). The Closing Balance Sheet will Draft Computation shall be prepared and the Cash Amount and the Indebtedness Payoff Amount shall be determined on a basis using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Buyer’s consolidated balance sheet as of the fiscal year ended December 31, 2007 or, to the extent applicable, in accordance with GAAPany changes to such accounting methods, policies, principles, practices and procedures which are documented in the Buyer’s books and records prior to the Closing, and shall not include any changes in assets or liabilities as a result of purchase or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The Buyer and its auditors will make available to the Stockholders all records and work papers used in preparing the Draft Computation, and its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as not to interfere unduly with the business of the Buyer. If any of the Stockholders disagrees with any aspect of the Draft Computation, such Stockholder may, on behalf of all Stockholders and within 60 days after receipt of the Draft Computation, deliver a notice (an “Objection Notice”) to the Buyer setting forth the Stockholders’ determination of the Cash Amount and the Indebtedness Payoff Amount and the Stockholders’ calculation of the Actual Purchase Price, and identifying the specific items and amounts of disagreement. The Stockholders will upon request make available to the Buyer and its auditors reasonable access to all records and work papers used in preparing the Objection Notice, and to its advisors, provided that such access shall be upon reasonable notice and at reasonable times. If none of the Stockholders delivers an Objection Notice to the Buyer within 60 days after receipt of the Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and the components of such Draft Computation shall be deemed to be finally determined as set forth therein. The Buyer and the Stockholders shall use reasonable efforts to resolve any disagreements as to the Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 60 days after the Buyer has received the Objection Notice, the Buyer and the Stockholders shall jointly retain Xxxx Xxxxx LLP (the “Firm”) to resolve any remaining disagreements. The Buyer and the Stockholders shall direct the Firm to render a determination within 30 days after its retention and the Buyer, the Stockholders and their respective agents shall cooperate with the Firm during its engagement. The Firm may consider only those items and amounts in the Draft Computation or Objection Notice which the Buyer and the Stockholders are unable to resolve. In resolving any disputed item, the Firm may not assign a 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 Firm’s determination shall be based solely on written submissions by the Buyer and jointly by the Stockholders (i.e., not on independent review) and on the definitions included herein. The determination of the Firm shall be conclusive and binding upon the Buyer and the Stockholders. Until the Firm makes its determination, the costs and expenses of the Firm shall be borne equally by the Buyer, on the one hand, and the Purchaser shall have caused Stockholders (in accordance with their respective Indemnity Allocation Percentages), on the Closing Balance Sheet to have been reviewed or audited by other hand; provided that, when the Firm makes its independent public accounting firm. Upon receipt determination, any costs and expenses (including costs and expenses previously advanced) of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related Firm that are allocable to the Closing Balance Sheet, party whose determination of the Final Closing Net Working Capital and Actual Purchase Price was closest to the Adjustment Calculation, including all accountant work papers. Any inspection Firm’s determination of Purchaser’s records requested the same shall be paid by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersother party.

Post-Closing Adjustment. (a) Within 180 As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) days after the Closing Date, the Purchaser will Buyer, at its sole cost and expense, shall prepare and deliver to the Seller written notice Holder Representative an unaudited statement (the “Adjustment NoticeBuyer’s Closing Statement”) containing setting forth Buyer’s good faith calculation of (i) an unaudited balance sheet of the Seller as of the close of business on the Closing Date (the “Closing Balance Sheet”), Working Capital (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) Date Indebtedness and (iii) the PurchaserCompany Transaction Expenses. The Holder Representative and its accountants and representatives may review Buyer’s calculation Closing Statement and may make inquiry of the amount representatives of any payments required pursuant to Section 2.7(e) (Buyer’s accountants and Buyer, who shall reasonably cooperate with the “Adjustment Calculation”)Holder Representative. The Following the delivery of Buyer’s Closing Balance Sheet will be prepared in accordance with GAAP, and the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment CalculationStatement, the Seller and/or Holder Representative and its attorneys or accountants will have the right upon not less than two (2) business days prior written notice representatives and agents shall be afforded reasonable access, during normal business hours to inspect and copy any or all of Purchaser’s records related upon reasonable prior notice, to the books and records of the Surviving Corporation and reasonable access, during normal business hours and upon reasonable prior notice, to such personnel and representatives of the Surviving Corporation and Buyer, including to the individuals responsible for preparing Buyer’s Closing Balance SheetStatement, for the purposes of preparing and reviewing the calculations contemplated by this Section 2.8.2(a). The calculations regarding the Closing Date Working Capital, Closing Date Indebtedness and Company Transaction Expenses contained in Buyer’s Closing Statement shall be binding and conclusive upon, and deemed accepted by, the Final Holder Representative unless the Holder Representative shall have notified Buyer in writing within thirty (30) days after receipt of Buyer’s Closing Net Working Capital Statement of any objections thereto (which written objection must set forth in reasonable detail the basis for any such disagreement and the Adjustment CalculationHolder Representative’s good faith calculation of the items in Buyer’s Closing Statement). At the request of either the Holder Representative or Buyer, including all accountant work papers. Any inspection any dispute between the Parties relating to the calculations in Buyer’s Closing Statement (such disputed amounts, the “Disputed Amounts”) that cannot be resolved by them within ten (10) days after Buyer’s receipt of Purchaser’s records requested by the Seller Representative notice of any objections to such calculation pursuant to this Section 2.8.2(a) shall be conducted at referred to Deloitte & Touche LLP (the expense “Disputes Auditor”) for decision, which decision shall be final and binding on the Parties. In no event shall the Disputes Auditor assign a value to Closing Date Working Capital, Closing Date Indebtedness or Company Transaction Expenses that is greater than the highest or less then the lowest calculation thereof proposed by Buyer in the Buyer’s Closing Statement or the Holder Representative in the Disputed Amounts. The Parties agree that they will request that the Disputes Auditor render its decision within thirty (30) days after referral of the Sellersdispute to the Disputes Auditor for decision pursuant hereto. Each Party shall bear the fees and disbursements of their respective representatives incurred in connection with their preparation or review of the Disputed Amounts. The Holder Representative (on behalf of the Shareholders) shall pay (through a disbursement from the Holder Representative Expense Account) a portion of the fees and expenses of the Disputes Auditor equal to 100% 3063972 7 multiplied by a fraction, the numerator of which is the Disputed Amounts submitted to the Disputes Auditor that are resolved in favor of Buyer (that being the difference between the Disputes Auditor’s determination and Purchaser the Holder Representative’s determination) and the denominator of which is the total amount of Disputed Amounts submitted to the Disputes Auditor (that being the sum total by which Buyer’s determination and the Holder Representative’s determination differ from the determination of the Disputes Auditor). Buyer shall provide pay that portion of the fees and expenses of the Disputes Auditor that the Holder Representative is not required to pay hereunder. The date on which the Closing Date Working Capital, Closing Date Indebtedness and Company Transaction Expenses are finally determined in advance (at no cost accordance with this Section 2.8.2(a) is hereinafter referred to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on as the subject and related accountants work papers“Determination Date.”

Post-Closing Adjustment. (a) Within 180 days 2.4.1 As promptly as practicable after the Closing Date, the Purchaser but not later than sixty (60) days thereafter, Seller will prepare and deliver to the Seller written notice Buyer a statement (the “Adjustment Notice”"Post-Closing Statement") containing setting forth in reasonable detail Seller's calculation of (i) an unaudited balance sheet of the Seller Net Working Capital as of the close of business on the Closing Date (the “Closing Balance Sheet”)Date, (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and Non-Scheduled Indebtedness, (iii) the Purchaser’s calculation Current Year Tax Adjustment Amount, and (iv) Company Transaction Expense. The Purchase Price shall be adjusted (either positively or negatively) to reflect the extent that the Closing Statement differs from the Post-Closing Statement. The amounts determined by Seller as set forth in the Post-Closing Statement will be final, binding and conclusive for all purposes, unless, and only to the extent, that within fifteen (15) days after Seller has delivered the Post-Closing Statement (the "Review Period") Buyer notifies Seller of any dispute concerning matters set forth in the Post-Closing Statement (an "Adjustment Dispute Notice"). Any such Adjustment Dispute Notice delivered by Buyer will identify with specificity each item on the Post-Closing Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer's position with respect to such disputed item. If Buyer has not delivered to Seller an Adjustment Dispute Notice within the time period provided herein, then within five (5) days after the expiration of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAP, and the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment CalculationReview Period, the Seller and/or its attorneys or accountants will have adjustment to the right upon not less than Purchase Price required under this Section 2.4 shall be made by payment from the appropriate Party to the other Party by wire transfer of immediately available funds to the bank account of such recipient Party described in wire transfer instructions provided by such Party to the paying Party within two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to Business Days after the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense expiration of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersReview Period.

Post-Closing Adjustment. (a) Within 180 Not later than 75 days after the Closing (or such later date on which such statement reasonably can be prepared and delivered in light of the compliance of the Buyer with its obligations set forth in next two succeeding sentences), the Sellers shall cause to be prepared and shall deliver to the Buyer (i) a statement of the actual amount of the Combined Liabilities as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, the Purchaser will prepare actual amount of the Combined Working Capital as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, the actual amount of the Performance Adjustment, if any, and deliver to the Seller written notice actual amount of the Purchase Price derived thereby (the “Adjustment Notice”"Closing Statement") containing (i) an unaudited balance sheet of to be prepared in conformity with GAAP consistently applied and on a basis consistent with the Seller as of basis used in preparing the close of business on the Closing Date (the “Closing Balance Sheet”), financial data and information described in clauses (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and (iii) of Section 2.6(a) and except as specifically required by the Purchaser’s calculation definitions of "Combined Liabilities", "Combined Working Capital" and "Performance Adjustment", (ii) a determination of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”"Proposed Adjustment") by which the Purchase Price as then determined by the Sellers is less than or greater than the Closing Cash Payment (the amount of such excess or shortfall, as finally determined, is referred to herein as the "Adjustment"). The Closing Balance Sheet will be , (iii) a statement of the Probable Liabilities prepared in accordance with GAAPSection 9.8 (the "Probable Liabilities Statement") and (iv) a statement of the Probable Assets prepared in accordance with Section 9.8 (the "Probable Assets Statement"), in each case certified by PricewaterhouseCoopers LLP, or other independent accountants for the Sellers. The Buyer shall provide the Sellers and their independent accountants access at all reasonable times to the relevant personnel, properties, books and records of the Frontier LEC Business in the possession of the Buyer and its Affiliates (including, without limitation, the Companies and Company Subsidiaries) for such purposes and to assist the Sellers and their independent accountants in preparing the Closing Statement, the Probable Liabilities Statement and the Probable Assets Statement. The Buyer's assistance shall include, without limitation, the closing of the books of the Frontier LEC Business as of the Closing, the preparation of schedules supporting the amounts set forth in the general ledger and other books and records of the Frontier LEC Business, and such other assistance as the Purchaser shall have caused the Closing Balance Sheet to have been reviewed Sellers or audited by its their independent public accounting firm. Upon receipt of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersmay reasonably request.

Post-Closing Adjustment. (a) Within 180 No later than the later of the date (x) sixty (60) days after the Closing DateDate or (y) thirty (30) days after receiving from Seller the Closing Date Balance Sheet pursuant to Section 5.20 and all information reasonably required to prepare the following items to the extent such information is required to be provided under the Transition Services Agreement, the Purchaser will Buyer shall prepare and deliver to Seller a statement calculating the Seller written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Seller as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAP, and the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital and the Net Working Capital Adjustment Calculationbased thereon, including all accountant (ii) Closing Cash, (iii) the Completion Bonus Amount, (iv) Closing Indebtedness, and (v) the resulting calculation of the Final Purchase Price, together with reasonable supporting detail and documentation (the “Preliminary Closing Statement”). Buyer will (A) permit, and will cause the Company to permit, Seller and its advisors and representatives reasonable and timely access to the books, records, properties, premises, work papers. Any inspection , personnel and other information of Purchaser’s records requested by the Business to permit Seller Representative and its advisors to review the Preliminary Closing Statement or to address any dispute described in this Section 2.8 (provided, however, that any such investigation shall be conducted at during normal business hours under the expense supervision of the Sellersapplicable personnel of Buyer or the Company and not interfere unreasonably with the operations of the Business), and Purchaser (B) cooperate, and will cause the Company to cooperate, with Seller and its advisors and representatives in connection with such review or any dispute, including providing on a timely basis other information reasonably necessary or useful in connection with the review of the Preliminary Closing Statement as is reasonably requested by Seller or its advisors or representatives. The Parties agree that the purpose of preparing and calculating the Net Working Capital, Closing Cash, and Closing Indebtedness hereunder is to measure changes in Net Working Capital, Closing Cash, and Closing Indebtedness without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Accounting Principles. The Preliminary Closing Statement and the calculation of the Net Working Capital, Closing Cash, and Closing Indebtedness contained therein shall provide in advance entirely disregard (at no cost to Sellers except for reasonable copying x) any and mailing costs) copies of all accounting reports of Purchaser bearing effects on the subject assets or Liabilities of the Business as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated by this Agreement and related accountants work papers(y) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Business, or any facts or circumstances that are unique or particular to Buyer or any of its assets or Liabilities.

Post-Closing Adjustment. (a) Within 180 As promptly as practicable, but no later than sixty (60) days after the Closing Date, the Purchaser will Seller shall prepare and deliver to the Seller Buyer a written notice statement (the “Adjustment NoticePreliminary Closing Statement”) containing setting forth (i) an unaudited balance sheet the Seller’s good faith calculation of the Seller as of the close of business on (A) the Closing Date Cash; (the “B) Closing Balance Sheet”), Working Capital; (C) Closing Date Debt and (D) Closing Transaction Expenses and (ii) the PurchaserSeller’s resulting calculation of the Closing Net Working Capital based on Adjustment Amount, the Post-Closing Balance Sheet Adjustment and reflecting the exclusion of the Excluded Assets Purchase Price, together with reasonable supporting documentation. The Preliminary Closing Statement, as updated and Excluded Liabilities (adjusted pursuant to and as it becomes final and binding in accordance with this Section 4.03 is referred to as the “Final Closing Net Working CapitalStatement.” The Buyer and its accountants will each make available to the Seller such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Buyer and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for Seller to prepare the Preliminary Closing Statement. (b) The Buyer will have forty-five (45) days (the “Review Period”) from receipt of the Preliminary Closing Statement to review the same. During the Review Period, the Buyer and its Representatives shall be permitted to review the Seller’s work papers, and any books and records of the Seller and its Affiliates used in the preparation of the Preliminary Closing Statement, and the work papers of the Seller’s accountants related to the preparation of the Preliminary Closing Statement and, upon reasonable notice, shall be provided with access to the employees and officers responsible for and knowledgeable about any such information, books, records or work papers of the Seller and its Affiliates. (iiic) The Buyer and the Purchaser’s calculation Seller each agree that, following the Closing through the date that the Final Closing Statement becomes conclusive and binding upon the parties in accordance with this Section 4.02, it will not (and will cause its Affiliates not to) take any actions with respect to any books, records, policies or procedures on which the Preliminary Closing Statement is based or on which the Final Closing Statement is to be based that are inconsistent with or that would impede or delay the final determination of the amount of the Closing Date Cash, Closing Date Debt, the Closing Working Capital or Closing Transaction Expenses or the preparation of the Dispute Notice or the Final Closing Statement, in each case, in the manner and utilizing the methods required by this Agreement. (d) If the Buyer disputes any payments required pursuant item set forth in the Preliminary Closing Statement, the Buyer shall, prior to Section 2.7(e) 11:59 p.m. New York City time on the last day of the Review Period, deliver written notice to the Seller of the same, specifying in reasonable detail the basis for such dispute and the Buyer’s proposed modifications to the Preliminary Closing Statement (such notice, the “Adjustment CalculationDispute Notice”). The Closing Balance Sheet will Upon the expiration of the Review Period, any matters that are not subject to a timely delivered Dispute Notice shall be prepared in accordance with GAAP, and the Purchaser shall have caused the Closing Balance Sheet deemed to have been reviewed or audited by its independent public accounting firm. Upon receipt of agreed to and shall be conclusive and binding upon the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice parties and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, shall be reflected in the Final Closing Net Working Capital and Statement. If the Adjustment CalculationBuyer does not timely deliver a Dispute Notice, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative Preliminary Closing Statement shall be conducted at deemed the expense of Final Closing Statement. During the Sellers, and Purchaser shall provide in advance thirty (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papers.30)-day period immediately following the

Post-Closing Adjustment. (a) Within 180 Not later than 75 days after the ----------------------- Closing (or such later date on which such statement reasonably can be prepared and delivered in light of the compliance of the Buyer with its obligations set forth in next two succeeding sentences), the Sellers shall cause to be prepared and shall deliver to the Buyer (i) a statement of the actual amount of the Combined Liabilities as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, the Purchaser will prepare actual amount of the Combined Working Capital as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, the actual amount of the Performance Adjustment, if any, and deliver to the Seller written notice actual amount of the Purchase Price derived thereby (the “Adjustment Notice”"Closing Statement") containing (i) an unaudited balance sheet of to be prepared in conformity with GAAP consistently applied and on a basis consistent with the Seller as of basis used in preparing the close of business on the Closing Date (the “Closing Balance Sheet”), financial data and information described in clauses (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and (iii) of Section 2.6(a) and except as specifically required by the Purchaser’s calculation definitions of "Combined Liabilities", "Combined Working Capital" and "Performance Adjustment", (ii) a determination of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”"Proposed Adjustment") by which the Purchase Price as then determined by the Sellers is less than or greater than the Closing Cash Payment (the amount of such excess or shortfall, as finally determined, is referred to herein as the "Adjustment"). The Closing Balance Sheet will be , (iii) a statement of the Probable Liabilities prepared in accordance with GAAPSection 9.8 (the "Probable Liabilities Statement") and (iv) a statement of the Probable Assets prepared in accordance with Section 9.8 (the "Probable Assets Statement"), in each case certified by PricewaterhouseCoopers LLP, or other independent accountants for the Sellers. The Buyer shall provide the Sellers and their independent accountants access at all reasonable times to the relevant personnel, properties, books and records of the Frontier LEC Business in the possession of the Buyer and its Affiliates (including, without limitation, the Companies and Company Subsidiaries) for such purposes and to assist the Sellers and their independent accountants in preparing the Closing Statement, the Probable Liabilities Statement and the Probable Assets Statement. The Buyer's assistance shall include, without limitation, the closing of the books of the Frontier LEC Business as of the Closing, the preparation of schedules supporting the amounts set forth in the general ledger and other books and records of the Frontier LEC Business, and such other assistance as the Purchaser shall have caused the Closing Balance Sheet to have been reviewed Sellers or audited by its their independent public accounting firm. Upon receipt of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersmay reasonably request.

Post-Closing Adjustment. (a) Within 180 Promptly, but in any event within 60 days after the Closing Date, the Purchaser will Buyer shall (X) prepare and deliver to the Seller written notice (the “Adjustment Notice”) containing (i) an unaudited Sellers’ Representative a consolidated balance sheet of the Seller as of the close of business on the Closing Date Companies (the “Closing Balance Sheet”) (prepared in accordance with Exhibit A and the Accounting Principles, provided that in the event of a conflict between Exhibit A and the Accounting Principles, Exhibit A shall prevail), which will reflect in reasonable detail the Buyer’s determination of the Final Net Purchase Price and (i) the unpaid Company Transaction Expenses (which shall be included as a liability of the Company on the Closing Balance Sheet), (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and Deficiency, if any, (iii) the Purchaser’s calculation Working Capital Surplus, if any, (iv) the Indebtedness of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAPCompanies, and the Purchaser shall have caused (v) the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt Cash, in each case as of the Adjustment CalculationTime, and (Y) deliver to the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to Sellers’ Representative the Closing Balance Sheet, together with a certificate of the Final Buyer executed on its behalf by its Chief Financial Officer confirming that the Closing Net Working Capital Balance Sheet was properly prepared in good faith and in accordance with Exhibit A and the Adjustment CalculationAccounting Principles, provided that in the event of a conflict between Exhibit A and the Accounting Principles, Exhibit A shall prevail. For the avoidance of doubt, the provisions of Exhibit A shall be interpreted so as to avoid double counting (whether positive or negative), of any item to be included in the Closing Balance Sheet, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense of the SellersWorking Capital, Company Transaction Expenses, Closing Cash and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersIndebtedness.

Post-Closing Adjustment. (a) Within 180 ninety (90) days after the Closing Date, the Purchaser will prepare and Parent shall deliver to the Seller written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Seller as of the close of business on the Closing Date a statement (the “Closing Balance SheetStatement”) setting forth in reasonable detail Parent’s good faith calculation (and attaching reasonable supporting schedules, working papers and other relevant details to enable a review thereof by Seller) of the following items (each a “Closing Item”): (i) Cash (as finally determined pursuant to this Section 2.4, the “Final Cash”), ; (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (as finally determined pursuant to this Section 2.4, the “Final Closing Net Working Capital”); (iii) the aggregate amount of Indebtedness as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, the “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, the “Final Transaction Expenses”) and (iiiv) the Purchaser’s resulting calculation of the Final Purchase Price. For the avoidance of doubt, there shall be no adjustment to the Rolled Unit Value. The Buyer Group agrees that, following the Closing through the date that the Closing Statement becomes conclusive and binding upon the Parties in accordance with this Section 2.4, it will not (and will cause its Affiliates not to) take any actions with respect to any books, records, policies or procedures on which the Closing Statement is based or on which the Closing Statement is to be based that are inconsistent with or that would impede or delay the determination of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAP, and the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance SheetFinal Cash, the Final Closing Net Working Capital and Capital, the Adjustment CalculationFinal Indebtedness, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at Final Transaction Expenses or the expense preparation of the Sellers, Dispute Notice or the Closing Statement in the manner and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on utilizing the subject and related accountants work papersmethods required by this Agreement.

Post-Closing Adjustment. (a) Within 180 days As promptly as practicable, but no later than 45 days, after the Closing Date, the Purchaser will Greystone shall prepare and deliver to the Seller written notice (the “Adjustment Notice”) containing Xxxxxxx a statement setting forth Greystone’s good faith calculation of: (i) an unaudited balance sheet of the Seller as of the close of business on the Closing Date (the “Closing Balance Sheet”)Net Asset Value, (ii) the Purchaser’s calculation Corporate Net Debt (including, specifically, each of the Closing Corporate Debt, Net Working Capital based on of Payoffs, and the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) Corporate Cash), and (iii) the Purchaser’s calculation resulting Contribution Amount (together, the “Closing Statement”), together with reasonably supporting evidence of the amount calculations set forth in the Closing Statement. Each of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The foregoing items set forth in the Closing Balance Sheet will Statement shall be prepared calculated by Greystone in accordance a manner consistent with GAAP, the Agreed Accounting Principles and the Purchaser shall have caused definitions set forth herein. Following delivery of the Closing Balance Sheet Statement and until the Closing Statement has become final and binding as set forth in this Section 1.6, subject to have been reviewed or audited by its independent public accounting firm. Upon receipt COVID-19 Measures, upon the written request of the Adjustment CalculationXxxxxxx, Greystone, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice Greystone Contributed Entities and their Subsidiaries shall provide to Xxxxxxx reasonable access during normal business hours to inspect the personnel and copy properties of Greystone, the Greystone Contributed Entities and their Subsidiaries as well as the books and records of the Business and access to Greystone’s internal and external accountants and auditors, in each case, in a manner that does not interfere with the Business or the business of any Greystone Affiliate or all the normal business operations of Purchaser’s records related to Greystone or any of its Affiliates and, in each case, as may be reasonably required for the review and analysis of the Closing Balance Sheet, Statement or the Final Closing Net Working Capital amounts reflected therein and the Adjustment Calculationresolution of any disputes in connection therewith, including all accountant any documents and work papers. Any inspection of Purchaser’s records requested by papers used in the Seller Representative shall be conducted at the expense preparation of the SellersClosing Statement. Such inspection rights may be exercised by Xxxxxxx through any agent, and Purchaser shall provide independent public accountant, or other representative designated by Xxxxxxx provided that such agent, independent public accountant or other representative either (x) is bound by confidentiality obligations at least as restrictive as those set forth in advance the Confidentiality Agreement, (at no cost y) is subject to Sellers except for reasonable copying and mailing costsa professional duty of confidentiality, or (z) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersenters into a customary access letter reasonably satisfactory to Greystone.

Post-Closing Adjustment. (a) Within 180 As soon as reasonably practicable, and in any event within 60 days after of the Closing Date, the Purchaser will prepare and Seller shall deliver to Niagara and the Seller written notice Buyer, in accordance with the provisions of Section 7.9 hereof, the audited balance sheet of the Company as of March 31, 1997 (the “Adjustment Notice”"Closing Financial Statement Date") containing (once finalized and binding in accordance with this Section 1.7, the "Closing Balance Sheet"), together with the related audited statements of (i) an income and retained earnings and (ii) cash flows, each for the period November 1, 1996 through the Closing Financial Statement Date (collectively with the Closing Balance Sheet, once finalized and binding in accordance with this Section 1.7, the "Closing Financial Statements"), prepared (i) from the books and records of the Company, (ii) in accordance with generally accepted accounting principles applicable to a fiscal year end ("GAAP"), (iii) on a basis consistent with (x) the audited balance sheet of the Company as at October 31, 1996 (the "1996 Balance Sheet") and the related audited statements of (A) income and retained earnings and (B) cash flows, each for the fiscal year then ended and (y) the unaudited balance sheet of the Seller Company as at January 31, 1997, and the related unaudited statements of (A) income and retained earnings and (B) cash flows, each for the three months ending January 31, 1997, (iv) with respect to pension and post-retirement welfare benefits, on an ongoing basis using the actuarial assumptions and procedures used in connection with the 1996 Balance Sheet and without reflecting any adjustment for settlements, curtailments or business combinations relating to the sale of the Shares to the Buyer pursuant to this Agreement and (v) fairly presenting the financial condition and results of operations of the Company as of the close of business on Closing Financial Statement Date and for the Closing Date (the “Closing Balance Sheet”), (ii) the Purchaser’s calculation portion of the Closing Net Working Capital based on fiscal year then ending; provided,however, that the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will which shall be prepared in accordance with GAAP) shall not reflect any reserves, provisions, or accruals for any Taxes (other than deferred income Taxes) relating to any consolidated federal income Tax Returns or any consolidated, combined, affiliated or unitary state, local or foreign income Tax Returns (including, but not limited to, Indiana Corporation Income Tax Returns filed on a combined basis) which include the Company, including, but not limited to, such reserves, provisions or accruals for "Income Taxes Payable to Parent" (which the Parties acknowledge and agree will be subtracted from any intercompany receivable to the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment Calculation, Company from the Seller and/or its attorneys or accountants will have added to any intercompany payable by the right upon not less than two (2) business days prior written notice Company to the Seller, as the case may be, in connection with the preparation and during normal business hours to inspect and copy any or all finalization of Purchaser’s records related to the Closing Balance Sheet, ). The costs and expenses incurred in connection with the Final preparation and delivery of the Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested Financial Statements shall be borne by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersSeller.

Post-Closing Adjustment. (a) Within 180 Promptly, but in any event within ninety (90) days after the Closing Date, the Purchaser will Buyer shall prepare and deliver to the Seller written notice Sellers’ Representative and to VMG Tax-Exempt a statement (the “Adjustment NoticePost-Closing Statement”) containing setting forth Buyer’s good-faith determination of (A) the Aggregate Consideration and each of its components set forth in clauses (a) through (i) an unaudited balance sheet of in the Seller as of the close of business on the definition thereof (each a “Final Closing Date (the “Closing Balance Sheet”)Calculation” and collectively, (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Calculations”), in each case determined on a consolidated basis in accordance with GAAP applied on a basis consistent with, to the extent not inconsistent with GAAP, the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Audited Financial Statements or VMG Blocker Financial Statements, and the Sample Working Capital”, as applicable, and (B) the Proposed Adjustment Amount, in each case of clause (A) and (iiiB), together with such detail and supporting documentation as shall be reasonably acceptable to the Sellers’ Representative and VMG Tax-Exempt, as applicable. The “Proposed Adjustment Amount” shall be equal to (which may be a positive or negative number) the PurchaserBuyer’s calculation determination of the amount Aggregate Consideration as set forth on the Post-Closing Statement delivered pursuant to this Section 2.06(a) minus the Sellers’ Representative’s and VMG Blocker’s determination of any payments required Closing Consideration as set forth in the Closing Certificate delivered pursuant to Section 2.7(e) 2.05 (Closing Certificate); provided, however, that any Proposed Adjustment Amount owing by the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAP, and the Purchaser Sellers to Buyer shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of not exceed the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersEscrow Amount.

Post-Closing Adjustment. (a) Within 180 days after the Closing Date, the Purchaser Parent will prepare and deliver to the Seller written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Seller as of the close of business on Stockholder Representative, no later than 60 days after the Closing Date (the “Closing Balance Sheet60-Day Period”), a statement (the “Closing Statement”) setting forth (i) the consolidated balance sheet of the Group Companies as of the Reference Time and (ii) the PurchaserParent’s calculation determination of (A) Cash as of the Closing Reference Time, (B) Indebtedness as of the Reference Time, (C) Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion as of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAP, Reference Time and the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Target Net Working Capital Amount, (D) Company Transaction Expenses and (E) the Acquisition Adjustment Amount as of the Reference Time, which statement Parent will confirm in writing has been prepared using the Preparation Methodology and will include materials showing in reasonable detail Parent’s support and computations for the amounts included in the Closing Statement. If Parent does not deliver the Closing Statement to the Stockholder Representative within the 60-Day Period, either, at the election of the Stockholder Representative, (x) Parent will be deemed to have waived the right to object to any items set forth in the Estimated Closing Statement, all such items will be deemed to be final and binding on the Parties and the Adjustment CalculationStockholders and will be non-appealable and may be enforced by a court of competent jurisdiction for purposes of determining the Final Aggregate Merger Consideration, including all accountant work papers. Any inspection of Purchaser’s records requested as described below in this Section 1.07, or (y) the Stockholder Representative will prepare and deliver to Parent, no later than 45 days after the 60-Day Period, the Closing Statement (as prepared by the Seller Stockholder Representative, the “Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersClosing Statement”).

Post-Closing Adjustment. (a) Within 180 Promptly, but in any event within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Representative a statement, duly certified by an authorized officer of Buyer as accurately setting forth Buyer’s good faith determination of (i) (A) the Indebtedness of the Company and its Subsidiaries, (B) the Working Capital of the Company and its Subsidiaries, (C) the Cash of the Company and its Subsidiaries, and (D) the unpaid Company Transaction Expenses, in each case, as of immediately prior to the Closing, together with (x) the consolidated balance sheet of the Company and its Subsidiaries from which such determinations were derived, and (y) such other relevant information on which the calculations reflected on such statement are based, and (ii) the Actual Merger Consideration derived from the foregoing (such statement, together with such accompanying balance sheet and other information, the “Closing Statement”). Buyer shall deliver such work papers and other documents and information supporting the Closing Statement and the calculations therein as the Representative may reasonably request. If the Representative does not receive a Closing Statement within sixty (60) days after the Closing Date, the Purchaser will prepare and deliver to Estimated Indebtedness, the Seller written notice (the “Adjustment Notice”) containing (i) an unaudited balance sheet of the Seller as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Estimated Working Capital”) and (iii) , the Purchaser’s calculation of Estimated Cash, the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAPEstimated Company Transaction Expenses, and the Purchaser Estimated Merger Consideration shall have caused be deemed the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt Actual Indebtedness, the Actual Working Capital, the Actual Cash, the Actual Company Transaction Expenses and the Actual Merger Consideration, respectively, and shall be conclusive and binding upon each of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersParties.

Post-Closing Adjustment. (a) Within 180 As promptly as practicable after the Closing, but in any event within seventy-five (75) days after the Closing Date, the Purchaser will prepare and deliver to Seller a statement based on the Seller written notice Accounting Principles (the “Adjustment NoticePost-Closing Statement”) containing setting forth in reasonable detail Purchaser’s good faith calculation of (i) an unaudited balance sheet of the Seller as of Net Working Capital and the close of business on the Closing Date (the “Closing Balance Sheet”)NWC Adjustment, (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and Cash, (iii) the Purchaser’s calculation Closing Indebtedness, (iv) the Acquired Companies Transaction Expenses and (v) the proposed Final Purchase Price, in each case, determined as of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared Reference Time and in accordance with GAAPthe Accounting Principles and this Agreement, and based on the Purchaser shall have caused books and records of the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firmAcquired Companies. Upon receipt of the Adjustment CalculationPost-Closing Statement, the Seller and/or and its attorneys or accountants will have the right upon not less than two (2) business days prior written notice agents and representatives shall be given reasonable on-site access, during normal business hours and upon reasonable prior notice, to inspect or copies of (as Seller shall request), solely relevant for the purpose of verifying the Post-Closing Statement and copy any or upon execution of a customary access letter if required by Purchaser’s outside accountants, if applicable: (A) all of the books and records, work papers, trial balances and other materials relating to the Post-Closing Statement; and (B) Purchaser’s records related and the Acquired Companies’ personnel and accountants. If Purchaser does not deliver the Post-Closing Statement to Seller within seventy-five (75) days after the Closing Balance SheetDate, Purchaser shall be deemed to have agreed on the Final Closing Net Working Capital Statement delivered by Seller pursuant to Section 1.3(b) and such Closing Statement (and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative calculations therein) shall be conducted at the expense of the Sellersfinal, non-appealable and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing binding on the subject and related accountants work papersParties hereto.

Post-Closing Adjustment. (a) Within 180 As soon as reasonably practicable, and in any event within 60 days after of the Closing Date, the Purchaser will prepare and Seller shall deliver to Niagara and the Seller written notice Buyer, in accordance with the provisions of Section 7.9 hereof, the audited balance sheet of the Company as of March 31, 1997 (the “Adjustment Notice”"Closing Financial Statement Date") containing (once finalized and binding in accordance with this Section 1.7, the "Closing Balance Sheet"), together with the related audited statements of (i) an income and retained earnings and (ii) cash flows, each for the period November 1, 1996 through the Closing Financial Statement Date (collectively with the Closing Balance Sheet, once finalized and binding in accordance with this Section 1.7, the "Closing Financial Statements"), prepared (i) from the books and records of the Company, (ii) in accordance with generally accepted accounting principles applicable to a fiscal year end ("GAAP"), (iii) on a basis consistent with (x) the audited balance sheet of the Company as at October 31, 1996 (the "1996 Balance Sheet") and the related audited statements of (A) income and retained earnings and (B) cash flows, each for the fiscal year then ended and (y) the unaudited balance sheet of the Seller Company as at January 31, 1997, and the related unaudited statements of (A) income and retained earnings and (B) cash flows, each for the three months ending January 31, 1997, (iv) with respect to pension and post- retirement welfare benefits, on an ongoing basis using the actuarial assumptions and procedures used in connection with the 1996 Balance Sheet and without reflecting any adjustment for settlements, curtailments or business combinations relating to the sale of the Shares to the Buyer pursuant to this Agreement and (v) fairly presenting the financial condition and results of operations of the Company as of the close of business on Closing Financial Statement Date and for the Closing Date (the “Closing Balance Sheet”), (ii) the Purchaser’s calculation portion of the Closing Net Working Capital based on fiscal year then ending; provided,however, that the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”). The Closing Balance Sheet will which shall be prepared in accordance with GAAP) shall not reflect any reserves, provisions, or accruals for any Taxes (other than deferred income Taxes) relating to any consolidated federal income Tax Returns or any consolidated, combined, affiliated or unitary state, local or foreign income Tax Returns (including, but not limited to, Indiana Corporation Income Tax Returns filed on a combined basis) which include the Company, including, but not limited to, such reserves, provisions or accruals for "Income Taxes Payable to Parent" (which the Parties acknowledge and agree will be subtracted from any intercompany receivable to the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment Calculation, Company from the Seller and/or its attorneys or accountants will have added to any intercompany payable by the right upon not less than two (2) business days prior written notice Company to the Seller, as the case may be, in connection with the preparation and during normal business hours to inspect and copy any or all finalization of Purchaser’s records related to the Closing Balance Sheet, ). The costs and expenses incurred in connection with the Final preparation and delivery of the Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested Financial Statements shall be borne by the Seller Representative shall be conducted at the expense of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersSeller.

Post-Closing Adjustment. (a) Within 180 days [***] after the Closing Date, the Purchaser Purchasers will prepare and deliver to the Seller Representative (with contemporaneous delivery to the Escrow Agent if either of the Purchasers claim that it is entitled to payment pursuant to Section 2.4(f)) written notice (the “Adjustment Notice”) containing (i) an unaudited consolidated balance sheet of the Seller Acquired Companies as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) the Purchaser’s Purchasers’ calculation of the Closing Net Working Capital [***] based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”[***]) and (iii) the Purchaser’s Purchasers’ calculation of the amount of any payments [***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with the Commission. required pursuant to Section 2.7(e2.4(f) (the “Adjustment Calculation”). The Closing Balance Sheet will be prepared in good faith in accordance with GAAP, GAAP in a manner consistent with the methods and practices used to prepare the Purchaser shall have caused Interim Balance Sheet. For the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt purpose of the Sellers’ review of the Adjustment CalculationNotice, the Seller and/or its attorneys or accountants will have Company shall provide and the right upon not less than two Purchasers shall allow the Company to provide the Sellers (2y) business days prior written notice access to all books and records of the Acquired Companies relevant to the Sellers for the purpose of this Section 2.4, during normal business hours and at the place where the same are normally kept, with full right to inspect make copies thereof or take extracts therefrom and, further, (z) with such information as the Sellers and copy any or all of Purchaser’s records related their accountant shall reasonably require. The information so made available to the Closing Balance Sheet, the Final Closing Net Working Capital and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative Sellers shall be conducted at the expense subject to a duty of the Sellers, and Purchaser shall provide in advance (at no cost to Sellers confidentiality except for reasonable copying disclosures necessary for resolving any disputed item or otherwise required by applicable Law or securities Laws, rules and mailing costs) copies of all accounting reports of Purchaser bearing on the subject and related accountants work papersregulations.

Post-Closing Adjustment. (a) Within 180 days after As soon as practicable but in no event later than the sixtieth (60th) day following the Closing Date, the Purchaser will prepare and Chief Financial Officer of Parent shall deliver to the Seller written notice Shareholders’ Representative a statement (the “Adjustment NoticePost-Closing Statement”) containing (i) an unaudited balance sheet setting forth Parent’s good faith calculation of the Seller (w) Company Transaction Expenses, (x) Net Working Capital as of 11:59 PM (Eastern Time) on the close of business on Business Day immediately preceding the Closing Date (the “Closing Balance Sheet”), (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”), (y) aggregate amount of all Indebtedness of the Company as of 11:59 PM (Eastern Time) on the Business Day immediately preceding the Closing Date (“Closing Indebtedness”) and (iiiz) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”)Closing Cash Amount. The Closing Balance Sheet will be prepared in accordance with GAAP, and the Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by its independent public accounting firm. Upon receipt of the Adjustment Calculation, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written notice and during normal business hours to inspect and copy any or all of Purchaser’s records related to the Closing Balance Sheet, the Final Closing Net Working Capital shall be calculated using only the same line items and adjustments used listed on Exhibit D and determined in accordance with GAAP and, to the Adjustment Calculationextent consistent with GAAP, including all accountant work papersusing the same accounting principles, practices and methodologies as utilized in the Audited Financial Statements. Any inspection Table of PurchaserContents (b) Parent shall provide to the Shareholders’ Representative such back-up or supporting data relating to the preparation of the Post-Closing Statement as the Shareholders’ Representative may reasonably request. Parent shall provide, and cause the Surviving Corporation to provide, the Shareholders’ Representative and its Representatives with reasonable access to the Surviving Corporation’s auditors and accounting and other personnel and to the relevant books and records of the Surviving Corporation and its Subsidiaries, and any other relevant document or information reasonably requested by the Seller Shareholders’ Representative shall be conducted at for all purposes of this Section 3.06, including in order to allow the expense Shareholders’ Representative and its Representatives to prepare the Notice of Objection and participate in the Sellers, and Purchaser shall provide resolution of any items set forth in advance (at no cost to Sellers except for reasonable copying and mailing costs) copies a Notice of all accounting reports of Purchaser bearing on the subject and related accountants work papersObjection.

Post-Closing Adjustment. (a) Within 180 days Promptly after the Closing Date, and in any event not later than twenty (20) days following the Purchaser will Closing Date, Seller shall prepare and deliver to the Seller written notice Purchaser a statement (the “Adjustment NoticePost-Closing Statement”) containing ), setting forth Seller’s good faith calculation of (i) an unaudited balance sheet of the Seller as of the close of business on the Closing Date (the “Closing Balance Sheet”)Working Capital, (ii) Closing Indebtedness, (iii) Transaction Expenses, (iv) Closing Cash, and (v) the Purchaser’s resulting calculation of the Closing Net Working Capital based on the Closing Balance Sheet Purchase Price, together with reasonable supporting detail and reflecting the exclusion of the Excluded Assets and Excluded Liabilities (the “Final Closing Net Working Capital”) and (iii) the Purchaser’s calculation of the amount of any payments required pursuant to Section 2.7(e) (the “Adjustment Calculation”)documentation. The Post-Closing Balance Sheet will Statement shall be accompanied by a certificate of an executive officer of Seller stating that the Post-Closing Statement has been prepared in accordance with GAAPthis Agreement, including the Accounting Principles (to the extent applicable) and the definitions set forth herein. Purchaser shall have caused the Closing Balance Sheet to have been reviewed or audited by give Seller and its independent public accounting firm. Upon receipt of the Adjustment CalculationRepresentatives reasonable access, the Seller and/or its attorneys or accountants will have the right upon not less than two (2) business days prior written reasonable notice and during normal business hours to inspect and copy any or all of Purchaser’s records related hours, to the Closing Balance Sheetpremises, books and records, and appropriate personnel of the Business, the Final Closing Net Working Capital Conveyed Companies and the Adjustment Calculation, including all accountant work papers. Any inspection of Purchaser’s records requested by the Seller Representative shall be conducted at the expense Purchaser for purposes of the Sellerspreparation of the Post-Closing Statement in accordance with this Section 2.4(a), and Purchaser shall provide in advance instruct its personnel (at no cost including the Transferred Employees) and Representatives to Sellers except for reasonably cooperate with, and promptly and completely respond to all reasonable copying requests and mailing costs) copies inquiries of, Seller and its Representatives. Upon execution of a customary access letter if required by the applicable Party’s outside accountants, each Party and its Representatives shall have reasonable access, upon reasonable notice and during normal business hours, to all accounting reports of Purchaser bearing on the subject and related accountants relevant work papers, schedules, memoranda and other documents prepared by the other Party or its Representatives (including its outside accountants) to the extent related to the calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness and/or Transaction Expenses in any respect. Following delivery of the Post-Closing Statement, Seller shall afford Purchaser and its Representatives reasonable access, upon reasonable notice and during normal business hours, to Sellers’ and its Affiliates’ appropriate personnel involved in the preparation of the Post-Closing Statement.