Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (a) Not later than At least five (5) Business Days prior to the Closing DateClosing, the Contributor Parties Trimble shall prepare in good faith and deliver to Acquiror AGCO a preliminary settlement statement (the “Estimated Adjustment Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated combined balance sheet of the Compression Group Entities Company as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation end of the Unaudited Financial Statements) prior month (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available after giving effect to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect Carve-Out Restructuring, but without giving effect to the assetsJCA Contribution), liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceEstimated Company Closing Cash, if anythe Estimated Company Closing Indebtedness, between the Net Estimated Company Closing Working Capital shown on and the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital ThresholdTransaction Expenses, (iii) a calculation in each case, as of the Debt shown on prior month’s end close, together with reasonable supporting documentation. Following the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt delivery of the Estimated Adjustment Company Closing Statement, Trimble shall make its representatives reasonably available to object thereto by delivering written notice AGCO to ETPdiscuss the calculations contained in the Estimated Company Closing Statement, on behalf of and the Contributor Parties, no later than two Business Days before Parties shall consider in good faith the Closing Date. To the extent Acquiror timely objects other Party’s comments to the Estimated Adjustment Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement (or any component thereof), Acquiror and ETP, on behalf by Trimble following the good faith discussion of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection Parties prior to the Closing, then such adjusted Estimated Company Closing Statement shall thereafter become the Parties shall jointly agree on a revised Estimated Adjustment Company Closing Statement that shall control solely for all purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountthis Section 2.7.”

Purchase Price Adjustment. (a) Not later than At least five Business Days prior to the Closing Date, the Contributor Parties Seller shall prepare in good faith prepare, or cause to be prepared, and deliver to Acquiror Purchaser a preliminary settlement good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Adjustment Closing Date Working Capital Statement”) ), and a certificate setting forth (i) an estimated combined balance sheet a good faith estimate of the Compression Group Entities Working Capital as of close of business on the Closing DateDate (“Estimated Closing Date Working Capital”), which balance sheet will an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, applied consistently as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the Contributor Parties’ past practices accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (including its preparation of i)(A) increased dollar for dollar to the Unaudited Financial Statements) (extent the “Estimated Closing Date Balance Sheet”Working Capital exceeds the Target Working Capital, or (B) based on the most recent financial information of the Compression Group Entities reasonably available decreased dollar for dollar to the Contributor Parties and extent the Contributor Parties’ reasonable estimates with respect to Estimated Closing Date Working Capital is less than the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing DateTarget Working Capital, (ii) a calculation of increased dollar for dollar to the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “extent that Estimated Closing Date Cash Amount”) is greater than U.S.$0 and (viii) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of decreased dollar for dollar by the Estimated Adjustment StatementAssumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to object thereto by delivering written notice to ETPthis sentence and Section 6.12, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountClosing Date Cash Consideration”).”

Purchase Price Adjustment. (a) Not As soon as reasonably practicable, but no later than five Business Days prior sixty (60) days, following the Closing Date or as otherwise agreed by the parties in writing after the date hereof (the “Delivery Date”), the Surviving Company shall, at its expense, (i) cause to be prepared an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date, but which shall not reflect the Contributor Parties shall prepare transactions occurring at the Closing (the “Closing Balance Sheet”), together with a statement (the “Closing Date Schedule”) setting forth in reasonable detail the Surviving Company’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Debt, and Company Expenses and (ii) deliver to the Representative the Closing Balance Sheet and the Closing Date Schedule, together with a certificate of the Surviving Company executed on its behalf by its Chief Financial Officer confirming that the Closing Balance Sheet and the Closing Date Schedule were properly prepared in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of in accordance with this Section 3.7(a). The accounts included in the Closing DateBalance Sheet and the Closing Date Schedule, which balance sheet will including the Closing Net Working Capital Amount, Closing Cash, Closing Debt and Company Expenses, shall be prepared in accordance with the Accounting Standards. For the avoidance of doubt, in the event that any accounting methods, historical policies, practices, principles and procedures, classifications, judgments and estimation methodologies used in the Accounting Standards differ from or are inconsistent with GAAP, applied consistently consistent application of the Accounting Standards will supersede GAAP. Buyer shall calculate the Closing Net Working Capital in a manner consistent with the Contributor Parties’ past practices (example set forth on Exhibit D, including its the ledger items used therein. Exhibit D shows, as an example only, the calculation of Net Working Capital using the Latest Balance Sheet. Valuations and estimates for the Closing Balance Sheet shall not reflect or take into account developments between the Closing Date and the date of preparation or completion of the Closing Balance Sheet except for those developments that provide additional evidence with respect to conditions that existed on the Closing Date. Solely in connection with the preparation of the Unaudited Financial Statements) (the “Estimated Closing Balance Sheet and Closing Date Balance Sheet”) based on Schedule, Buyer agrees that it shall not, and shall cause the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates Surviving Company not to, take any actions with respect to the assets, liabilities accounting books and members’ equity records of the Compression Group Entities as of Surviving Company on which the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Balance Sheet or Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, Schedule are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To based that are not consistent with the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountAccounting Standards.”

Purchase Price Adjustment. (a) Not Northrop Grumman shall cause management of the Company, as soon as practicable after the Closing Date has been established, but in any event no later than five ten (10) Business Days prior to the Closing Date, to deliver to Parent an estimated balance sheet of the Contributor Parties shall prepare Company and its Subsidiaries as of the Closing Date (the "ESTIMATED CLOSING BALANCE SHEET") prepared in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAPGAAP consistently applied, applied consistently with which will be in a format comparable to and include the Contributor Parties’ past practices (including its preparation of same line items as the Unaudited Financial Statements) (the “Estimated Closing Date Adjusted Interim Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects consistent with GAAP, the Estimated Closing Balance Sheet will be prepared using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as was used in the preparation of the Adjusted Interim Balance Sheet, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the Northrop/TRW Merger or the transactions contemplated hereby. The Estimated Closing Balance Sheet will be accompanied by an additional schedule of information showing Northrop Grumman's method of calculating good faith estimates of the Closing Working Capital ("ESTIMATED WORKING CAPITAL") and the Closing Adjusting Indebtedness ("ESTIMATED ADJUSTING INDEBTEDNESS") in accordance with the definitions thereof. The cash portion of the Purchase Price set forth in Section 3.1(b)(i) of this Agreement shall be increased or decreased in an amount equal to the amount by which the Estimated Adjustment Statement (Working Capital is greater or any component thereof)less than the Target Working Capital. If the Estimated Working Capital is greater than the Target Working Capital, Acquiror and ETP, on behalf the cash portion of the Contributor PartiesPurchase Price set forth in Section 3.1(b)(i) of this Agreement to be paid by the appropriate BCP Entities at Closing shall be increased by the amount of such excess. If the Estimated Working Capital is less than the Target Working Capital, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf the cash portion of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected Purchase Price set forth in the Estimated Adjustment Statement shall control solely for purposes Section 3.1(b)(i) of the payments this Agreement to be made paid by the appropriate BCP Entities at Closing. To Closing shall be decreased by the extent Acquiror and ETP, on behalf amount of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountdeficit.”

Purchase Price Adjustment. (a) Not later less than five three (3) Business Days prior to the Closing Date, the Contributor Parties Equity Sellers Representative shall prepare in good faith and cause the Company to deliver to Acquiror Purchaser a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) certified by the Company’s chief financial officer setting forth in reasonable detail (i) an the Company’s estimated combined balance sheet of the Compression Group Entities Net Working Capital as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as time of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Thresholdcalculation thereof, (ii) the Company’s estimated Cash as of the Closing (“Estimated Cash”) and the calculation thereof, (iii) a the Company’s estimated Closing Date Indebtedness Amount (“Estimated Debt Amount”) and the calculation thereof and (iv) the Company’s estimate of the Debt shown on the Estimated Closing Date Balance Sheet CapEx Adjustment Amount (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash CapEx Adjustment Amount”) and (v) a reasonably detailed calculation of the estimated Purchase Price Adjustment Amountthereof. Acquiror shall have the right, following Acquiror’s receipt of the If Target Net Working Capital exceeds Estimated Adjustment Statement, to object thereto Net Working Capital by delivering written notice to ETP, on behalf of the Contributor Parties, no later more than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date$1,500,000, then the Contributor Parties’ calculations as reflected amount of such excess above $1,500,000 shall be deducted from clause (a) in the definition of “Aggregate Equity Value” as provided therein. If Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the ClosingNet Working Capital exceeds Target Net Working Capital by more than $1,500,000, then the Parties amount of such excess above $1,500,000 shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes be added to clause (a) in the definition of the payments to be made at the Closing“Aggregate Equity Value” as provided therein. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing Such deduction or addition is sometimes referred to herein as the “Estimated Purchase Price Working Capital Adjustment.” The Estimated Cash, Estimated Debt Amount and Estimated CapEx Adjustment Amount will be used for the purposes of calculating the “Aggregate Equity Value” at Closing and in the event that actual Cash, Closing Date Indebtedness Amount or actual CapEx Adjustment Amount is greater than or less than the Estimated Cash, the Estimated Debt Amount, or the Estimated CapEx Amount respectively, the Aggregate Equity Value will be subject to adjustment in accordance with Section 3.2(f) below.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to Within ninety (90) days after the Closing Date, the Contributor Contributing Parties shall prepare in good faith and deliver deliver, or cause to Acquiror be prepared and delivered, to the Partnership: (i) a preliminary settlement statement worksheet showing the components of Net Working Capital as of 11:59 p.m. Central time on the day immediately preceding the Closing Date (or, if the Closing Date is February 28, 2014, as of 11:59 p.m. Central time on that date) (the “Estimated Adjustment StatementFinal Working Capital Worksheet”) (provided that, such calculation (x) shall take into account effects on the assets or liabilities of the Contributed Entities as a result of the transactions contemplated by the Pre-Closing Agreements to the extent such transactions occurred prior to Closing and (y) shall not take into account any other effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.5 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet)); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth (i) an estimated combined balance sheet the Contributing Parties’ calculation of the Compression Group Entities as of the Pre-Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Capital Expenditures Amount (the “Estimated Final Pre-Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Expenditures Amount”) and (viv) a the Contributing Parties’ calculation of the estimated Purchase Price Final Consideration Adjustment Amount. Acquiror shall have In connection with the right, following Acquiror’s receipt Contributing Parties’ preparation and delivery of the Estimated Adjustment StatementFinal Working Capital Worksheet, to object thereto by delivering written notice to ETPthe Final Net Working Capital, on behalf the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Contributor PartiesFinal Consideration Adjustment Amount, no later than two Business Days before the Closing Date. To Partnership shall, and shall cause the extent Acquiror timely objects Contributed Entities to, (x) permit the Contributing Parties and their Representatives to have reasonable access to the Estimated Adjustment Statement books, records and other documents (or any component thereof)including internal work papers, Acquiror schedules, financial statements and ETP, on behalf memoranda) of the Contributor PartiesContributed Entities, shall enter into good faith negotiations (y) cooperate with the Contributing Parties and attempt their Representatives in seeking to resolve any such objection; provided, however, that if Acquiror obtain work papers from the Partnership and ETP, on behalf the Contributed Entities pertaining to the calculation of the Contributor Final Consideration Adjustment Amount and provide the Contributing Parties with copies thereof (as reasonably requested by the Contributing Parties, are unable to resolve such objection prior ) and (z) provide the Contributing Parties and their Representatives reasonable access to the Closing Date, then Partnership’s Representatives as reasonably requested by the Contributor Contributing Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (ai) Not later than five Business Days prior to Within ninety (90) days following the Closing Date, the Contributor Parties (a) Seller shall prepare in good faith and deliver to Acquiror Buyer an unaudited combined balance sheet of the white paper and packaging & newsprint businesses of Seller and its Subsidiaries and the cash and cash equivalents of the Paper Group and its Subsidiaries, in each case as of the Adjustment Calculation Time (the “Company Closing Balance Sheet”) and a preliminary settlement statement (the “Estimated Adjustment Company Closing Statement”) setting forth Seller’s calculation of Company Closing Cash Amount and Company Closing Net Working Capital (iin each case, as derived from the Company Closing Balance Sheet) and (b) Buyer shall prepare and deliver to Seller an estimated combined unaudited consolidated balance sheet of the Compression Group Entities Buyer and its Subsidiaries as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Adjustment Calculation Time (the “Estimated Buyer Closing Date Balance Sheet”) based and a statement (the “Buyer Closing Statement”) setting forth Buyer’s calculation of the Buyer Closing Net Working Capital (as derived from the Buyer Closing Balance Sheet). The Company Closing Balance Sheet shall be prepared on a combined basis for the white paper and packaging & newsprint businesses of Seller and its Subsidiaries in accordance with SAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest Balance Sheet (except as otherwise provided in the definition of Company Closing Net Working Capital and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby) and the calculation of Company Closing Net Working Capital will be made in accordance with the definition thereof. Notwithstanding anything herein to the contrary, Company Closing Cash Amount shall be calculated in accordance with the definition thereof on the most recent financial basis of bank account information for the Paper Group and its Subsidiaries. The Buyer Closing Balance Sheet shall be prepared on a consolidated basis for Buyer and its Subsidiaries in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Compression Group Entities reasonably available financial statements included in the Buyer SEC Reports related to the Contributor Parties fiscal quarter ended June 30, 2007 (except as otherwise provided in the definition of Buyer Closing Net Working Capital and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby) and the Contributor Parties’ reasonable estimates calculation of Buyer Closing Net Working Capital shall be calculated in accordance with the definition thereof. During the preparation of the Company Closing Balance Sheet and the Company Closing Statement and the period of any dispute with respect thereto (including with respect to the assets, liabilities and members’ equity calculation of the Compression Group Entities Company Closing Net Working Capital and Company Closing Cash Amount) and/or the Buyer Closing Balance Sheet and/or the Buyer Closing Statement (including with respect to the calculation of the Buyer Closing Net Working Capital set forth thereon), Buyer and Buyer Sub shall (A) provide Seller and its representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of Buyer, Buyer Sub, the Company, their respective Subsidiaries and the Business for such purpose, and, without limiting the generality of the foregoing, make reasonably available its employees of any of the foregoing (including employees who are knowledgeable with respect to the matters to be set forth in the Company Closing Balance Sheet, Buyer Closing Balance Sheet, the Company Closing Statement, the Buyer Closing Statement and/or any of the calculations set forth on any of the foregoing and employees who were involved in the preparation of the materials described in clause (B) below) to provide explanations with respect to the materials described in clause (B) below and to assist in the review of the foregoing and any Notice of Disagreement, and otherwise in connection with the matters contemplated by this Section 1E (including any dispute relating to the Company Closing Balance Sheet, the Buyer Closing Balance Sheet, the Company Closing Statement, the Buyer Closing Statement and/or any of the calculations set forth on any of the foregoing) and (B) provide Seller and its representatives as promptly as practicable following the Closing Date (but in no event later than thirty (30) days after the Closing Date) with normal year-end closing financial information for the white paper and packaging & newsprint businesses of Seller and its Subsidiaries for the period ending as of the Adjustment Calculation Time. Each of Buyer and its post-Closing DateSubsidiaries, (ii) a calculation on the one hand, and Seller, on the other hand, shall cooperate fully with the other and its representatives in connection with the preparation and/or review of the differenceCompany Closing Balance Sheet, if anyBuyer Closing Balance Sheet, between the Net Working Capital shown Company Closing Statement, the Buyer Closing Statement and the calculations set forth on the Estimated Closing Date Balance Sheet (foregoing statements and documents, including the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) provision on a calculation timely basis of all other information necessary or useful in connection with any party’s review of any of the Debt shown on foregoing and/or the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation review of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation any Notice of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountDisagreement.”

Purchase Price Adjustment. (a) Not later At least three (3), but not more than five ten (10), Business Days prior to the Closing Date, the Contributor Parties Sellers shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as a good faith estimate of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Date Cash-on-Hand (the “Estimated Closing Date Balance SheetCash-on-Hand”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets), liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Net Closing Date Indebtedness”), the Closing Date Working Capital (the “Estimated Closing Date Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Company Transaction Expenses (the “Estimated Closing Date DebtCompany Transaction Expenses”)) and, (iv) a on the basis thereof, the resulting calculation of the Cash shown on the Estimated Closing Date Balance Sheet Cash Consideration (the “Estimated Closing Date Cash AmountConsideration”). The Estimated Closing Statement shall (insofar as it relates to Estimated Closing Date Cash-on-Hand and Estimated Closing Date Working Capital) (i) be prepared in accordance with the Accounting Principles, and (vii) a calculation shall not give effect to (A) the consummation of the estimated Purchase Price Adjustment Amount. transactions contemplated by this Agreement, (B) any financing transactions of Acquiror shall have or any of its Subsidiaries (including the rightCompanies) in connection with the transactions contemplated by the Closing, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto or any other action or omission by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before Acquiror after the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then or (C) any action or omission to the Contributor Parties’ calculations as reflected extent initiated by any Company after the Closing on the Closing Date that is not in the ordinary course of business. Prior to and after delivering its Estimated Adjustment Statement Closing Statement, Sellers shall control solely for purposes cooperate and provide such information as reasonably requested by Acquiror and its Representatives regarding the calculation of the payments to components thereof and provide such back-up therefor as may be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountreasonably requested.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to Within ninety (90) days after the Closing Date, the Contributor Contributing Parties shall prepare in good faith and deliver deliver, or cause to Acquiror be prepared and delivered, to the Partnership: (i) a preliminary settlement statement worksheet showing the components of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Estimated Adjustment StatementFinal Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth (i) an estimated combined balance sheet the Contributing Parties’ calculation of the Compression Group Entities as of the Pre-Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Capital Expenditures Amount (the “Estimated Final Pre-Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Expenditures Amount”) and (viv) a the Contributing Parties’ calculation of the estimated Purchase Price Final Consideration Adjustment Amount. Acquiror shall have In connection with the right, following Acquiror’s receipt Contributing Parties’ preparation and delivery of the Estimated Adjustment StatementFinal Working Capital Worksheet, to object thereto by delivering written notice to ETPthe Final Net Working Capital, on behalf the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Contributor PartiesFinal Consideration Adjustment Amount, no later than two Business Days before the Closing Date. To Partnership shall, and shall cause the extent Acquiror timely objects Contributed Entities to, (x) permit the Contributing Parties and their Representatives to have reasonable access to the Estimated Adjustment Statement books, records and other documents (or any component thereof)including internal work papers, Acquiror schedules, financial statements and ETP, on behalf memoranda) of the Contributor PartiesContributed Entities, shall enter into good faith negotiations (y) cooperate with the Contributing Parties and attempt their Representatives in seeking to resolve any such objection; provided, however, that if Acquiror obtain work papers from the Partnership and ETP, on behalf the Contributed Entities pertaining to the calculation of the Contributor Final Consideration Adjustment Amount and provide the Contributing Parties with copies thereof (as reasonably requested by the Contributing Parties, are unable to resolve such objection prior ) and (z) provide the Contributing Parties and their Representatives reasonable access to the Closing Date, then Partnership’s Representatives as reasonably requested by the Contributor Contributing Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (a) Not later than At least five (5) Business Days prior to the Closing DateClosing, the Contributor Parties Trimble shall prepare in good faith and deliver to Acquiror AGCO a preliminary settlement statement (the “Estimated Adjustment Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated combined balance sheet of the Compression Group Entities Company as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation end of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available prior month after giving effect to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect Carve-Out Restructuring (but without giving effect to the assetsJCA Contribution and excluding the Brazil Business), liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceEstimated Company Closing Cash, if anythe Estimated Company Closing Indebtedness, between the Net Estimated Company Closing Working Capital shown on and the Estimated Company Closing Date Balance Sheet Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7. (b) At least five (5) Business Days prior to the Closing, AGCO shall prepare and deliver to Trimble a statement (the “Estimated Net JCA Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the JCA Closing Cash (the “Estimated JCA Closing Cash”), the JCA Closing Indebtedness (the “Estimated JCA Closing Indebtedness”), the JCA Closing Working Capital (the “Estimated JCA Closing Working Capital”) and the Net Working Capital ThresholdJCA Closing Transaction Expenses (the “Estimated JCA Closing Transaction Expenses”), which statement shall contain (iiii) an estimated balance sheet of the JCA Entities as of the Closing and giving effect to the JCA Contribution, and (ii) a calculation of the Debt shown on Estimated JCA Closing Cash, the Estimated JCA Closing Date Balance Sheet (the “Estimated Closing Date Debt”)Indebtedness, (iv) a calculation of the Cash shown on the Estimated JCA Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) Working Capital and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment StatementJCA Closing Transaction Expenses, to object thereto by delivering written notice to ETPin each case, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amounttogether with reasonable supporting documentation.”

Purchase Price Adjustment. (a) Not later than Sellers shall, at least five Business Days (5) business days prior to the Closing Date, the Contributor Parties shall prepare in good faith cause to be prepared and deliver delivered to Acquiror Buyer a preliminary settlement statement (the “Estimated Adjustment Preliminary Statement”) ), setting forth (i) an estimated combined balance sheet Sellers’ good faith estimate of each of the Compression Group Entities Modified Net Working Capital as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Date (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Modified Net Working Capital”) and the Capital Expenditure Account Balance as of the Closing Date (the “Closing Date Capital Expenditure Account Balance”). The estimate of Closing Date Modified Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Modified Net Working Capital” and the estimate of the Closing Date Capital Expenditure Account Balance is referred to herein as the “Estimated Closing Date Capital Expenditure Account Balance.” (b) Within forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Sellers a statement (the “Statement”) setting forth Buyer’s calculations of Closing Date Modified Net Working Capital, the Closing Date Capital Expenditure Account Balance and the components and calculation of each, which comments and calculations shall be included and made in accordance with Section 1.2 of the Disclosure Letter and, to the extent not provided for therein, GAAP (in each case as and to the same extent determined pursuant to Section 1.2(c)(ii)). At the same time, Buyer shall also cause to be prepared and delivered to Sellers a statement (the “Adjustment Statement”) setting forth the calculation (whether a positive or negative number) of (i) the amount of the Closing Date Modified Net Working Capital as shown on the Statement minus the Estimated Modified Net Working Capital plus (ii) the Closing Date Capital Expenditure Account Balance minus the Estimated Closing Date Capital Expenditure Account Balance (the sum of such amounts, whether a positive or negative number, the “Adjustment Amount”). Buyer shall provide Sellers and their accountants with access to the relevant books and records of the Company and the Sellers Employees to the extent required in connection with their review of and any dispute with respect to the Statement and the Adjustment Statement and shall furnish Sellers with any other information that might be relevant to the calculation of Closing Date Modified Net Working Capital or the Closing Date Capital Expenditure Account Balance. If, at any time prior to the final resolution of all disputed items on the Statement or the Adjustment Statement, additional information shall become known to Buyer or Sellers that would change the amount of the Closing Date Modified Net Working Capital or the Closing Date Capital Expenditure Account Balance shown on the Statement or the calculation thereof, then Buyer shall amend the Statement and Adjustment Statement to reflect such additional information. Buyer or Sellers shall promptly notify Sellers or Buyer, as applicable, upon becoming aware of any additional information prior to the end of the Resolution Period.”

Purchase Price Adjustment. (a) Not later than At least five (5) Business Days prior to the Closing Date, the Contributor Parties Company shall prepare in good faith and deliver to Acquiror Parent, a preliminary settlement statement containing the following items (the “Estimated Adjustment Preliminary Closing Statement”): a good faith estimate of the Aggregate Closing Date Consideration (the “Aggregate Closing Date Consideration Estimate”) setting forth and each of Consideration Elements (as defined below), including (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties Working Capital and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Dateresulting Working Capital Overage or Working Capital Underage, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital ThresholdIndebtedness, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”)Cash, (iv) a calculation the Seller Expenses, including an itemized list thereof specifying the amount of each such Seller Expense, (v) the Cash shown on Transaction Bonuses, (vi) the Estimated Closing Date Balance Sheet Aged Receivables (together with a detailed list of each invoice comprising such Aged Receivables, the “Estimated Closing Date Cash Amount”invoice date and the invoice amount, and any portions of such invoice already paid or under dispute) and (vvii) a calculation the Estimated Incentive Unit Bonus Payment Amount (clauses (i) through (vii), the “Consideration Elements”) together with reasonable supporting detail relating to all of the estimated Purchase Price Adjustment Amountforegoing. Acquiror Concurrently with the delivery of the Preliminary Closing Statement, the Company shall deliver to Parent the Distribution Waterfall Schedule based on the foregoing estimates, which shall have been prepared in good faith by the right, following Acquiror’s receipt of Company. The Company shall consider in good faith any revisions proposed by Parent to the Estimated Adjustment calculations set forth in the Preliminary Closing Statement, and to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve Company agrees with any such objectionrevisions, the Preliminary Closing Statement shall be modified to reflect such revisions; provided, however, that if Acquiror the Company, the Seller Representative and ETP, on behalf the Merger Participants acknowledge and agree that Parent shall not be deemed to have agreed to any of the Contributor Parties, are unable to resolve such objection prior amounts or calculations set forth in the Preliminary Closing Statement or the calculation of the Consideration Elements therein by virtue of having proposed any revisions (whether or not accepted) pursuant to the foregoing and the use of such Preliminary Closing DateStatement (whether it includes any revisions proposed by Parent or not) shall not in any way prejudice Parent’s right to disagree with, then the Contributor Parties’ calculations as reflected dispute or change any amount or Consideration Element in the Estimated Adjustment Statement delivered by Parent pursuant to Section 2.8(b). For the avoidance of doubt, any failure of Parent to raise any objection or dispute with respect to the Preliminary Closing Statement shall control solely for purposes of not in any way prejudice Parent’s right to disagree with, dispute or change any amount or Consideration Element in the payments Statement delivered by Parent pursuant to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountSection 2.8(b).”

Purchase Price Adjustment. (a) Not a)As soon as practicable, but in no event later than five Business Days prior to sixty (60) days following the Closing Date, the Contributor Parties Buyer shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet calculation of the Compression Group Entities Net Working Capital of the Business as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Date (the “Estimated Closing Date Balance SheetNet Working Capital”) based on ). (b)During the most recent financial information calculation of the Compression Group Entities reasonably available to the Contributor Parties Closing Net Working Capital and the Contributor Partiesperiod of any dispute within the contemplation of this Section 2.8, Seller shall cooperate with Buyer’s and Buyer’s authorized representatives’ reasonable estimates requests with respect to the assets, liabilities and members’ equity of the Compression Group Entities as calculation of the Closing DateNet Working Capital, including by providing on a timely basis all information necessary or useful in calculating the Closing Net Working Capital. (c)Buyer shall deliver a written statement of the Closing Net Working Capital (the “Closing Net Working Capital Statement”) to Seller promptly after it has been prepared. After receipt of the Closing Net Working Capital Statement, Seller shall have thirty (30) days to review the Closing Net Working Capital Statement. During such review period of the Closing Net Working Capital Statement and the period of any dispute within the contemplation of this Section 2.8, Buyer shall (i) provide Seller 13 and its authorized representatives reasonable access during normal business hours to all relevant books and records and employees of Buyer concerning the Business and (ii) a cooperate with Seller’s and Sellers’s authorized representatives’ reasonable requests with respect to the calculation of the differenceClosing Net Working Capital, including by providing on a timely basis all information necessary or useful in their review of the Closing Net Working Capital Statement. Unless Seller delivers written notice to Buyer on or prior to the thirtieth (30th) day after Seller’s receipt of the Closing Net Working Capital Statement specifying in reasonable detail the amount, nature and basis of all disputed items, Seller shall be deemed to have accepted and agreed to the calculation of the Closing Net Working Capital. If Seller timely notifies Buyer of its objection to the calculation of the Closing Net Working Capital, Buyer and Seller shall, within sixty (60) days (or such longer period as the parties may agree in writing) following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d)If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants (the “Neutral Auditors”) selected by Seller and Buyer within ten (10) days after the expiration of the Resolution Period. If Seller and Buyer are unable to agree on the Neutral Auditors, then each of Seller and Buyer shall have the right to request the office of the American Arbitration Association to appoint the Neutral Auditors, which Neutral Auditors shall not have had a material relationship with Seller, Buyer or any of their respective Affiliates within the past two (2) years. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter, including customary indemnities. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne pro rata as between Seller and Buyer in proportion to the allocation of the dollar amount of the amounts remaining in dispute between Seller and Buyer made by the Neutral Auditors such that the prevailing party pays the lesser proportion of the fees and expenses. The Neutral Auditors shall act as an arbitrator to determine, based solely on the provisions of this Agreement and the presentations by Seller and Buyer, and not by independent review, only those issues still in dispute. The Neutral Auditors' determination shall be made within thirty (30) days of their selection, shall be set forth in a written statement delivered to Seller and Buyer, shall be within the range of values assigned to each disputed item in the Closing Working Capital Statement and any notice of dispute delivered by Seller, and shall be deemed a final, binding and conclusive arbitration award. A judgment of a court of competent jurisdiction may be entered upon the Neutral Auditors’ determination. The term “Final Closing Net Working Capital” shall mean the definitive Closing Net Working Capital shown on agreed to (or deemed to be agreed to) by Buyer and Seller in accordance with Section 2.8(c) or resulting from the Estimated determinations made by the Neutral Auditors in accordance with this Section 2.8(d) (in addition to those items theretofor agreed to by Seller and Buyer), in each case, which shall be final, binding upon, and non-appealable by, the parties. (e)The Purchase Price shall be (i) increased dollar for dollar to the extent the Final Closing Date Balance Sheet (Net Working Capital is greater than the “Estimated Target Net Working Capital”, or (ii) and decreased dollar for dollar to the extent the Final Closing Net Working Capital Threshold, (iii) a calculation of is less than the Debt shown on Target Net Working Capital. Any adjustments to the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror made pursuant to this Section 2.8(e) shall have the right, following Acquiror’s receipt be paid by wire transfer of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects immediately available funds to the Estimated Adjustment Statement account specified by Seller, if Seller is owed payment, or by Buyer, if Buyer is owed payment, within five (5) business days after the Final Closing Net Working Capital is agreed to by Buyer and Seller or any component thereof), Acquiror and ETP, on behalf of remaining disputed items are ultimately determined by the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at ClosingNeutral Auditors. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”Section 2.9

Purchase Price Adjustment. (a) Not No later than five (5) Business Days prior to the anticipated Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror Buyer a preliminary settlement statement certificate (the “Estimated Adjustment StatementInitial Closing Certificate”) setting forth (i) ), executed by an estimated combined balance sheet executive officer of the Compression Group Entities as of the Closing DateSeller, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) shall set forth a calculation by Seller of the difference, if any, between Seller’s good faith estimate of the Net Working Capital shown on the Estimated Closing Date Balance Sheet (including each component thereof) (the “Estimated Net Working Capital”) and ). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital Threshold(including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (iiii) a calculation any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Debt shown Initial Closing Certificate) the Business Day on which the Estimated Initial Closing Date Balance Sheet Certificate is delivered by Seller to Buyer and (y) (in the “Estimated Closing Date Debt”), (iv) a calculation case of the Cash shown on Final Closing Certificate and the Estimated Closing Date Balance Sheet Statement) one (the “Estimated Closing Date Cash Amount”1) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to Day preceding the Closing Date, then and (B) following the Contributor Parties’ calculations as reflected conversion into pound sterling described in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETPclause (A), on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made converted into United States dollars at the ClosingConversion Rate. The estimated Pre-Adjusted Purchase Price Adjustment Amount that controls for purposes of the payments to be made payable at the Closing is referred shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to herein the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the “Closing Schedule exceeds the Estimated Purchase Price Adjustment AmountNet Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to On the business day immediately preceding the Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror a preliminary settlement PRGI, an estimated cash flow statement of total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the “Estimated Adjustment "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement”) setting forth "). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceamount, if any, between by which disbursements to Owner during said period exceed the Net Working Capital shown amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) any amounts paid during the Estimated period from and including the Effective Date to and including the Closing Date Balance Sheet in respect of the following liabilities: (the “Estimated Net Working Capital”A) and the Net Working Capital ThresholdSeller Transaction Expenses, (iiiB) a calculation of non-trade payables (meaning those not directly related to the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”Business to be acquired by PRGI pursuant hereto), (ivC) a calculation non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Cash shown on the Estimated Closing Effective Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation in respect of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto accounts receivable collected by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection Seller prior to the Closing Effective Date; (E) all amounts owed to Owner under the Principal Agreement or otherwise (except for advances by Owner used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or advances made to Associates or Employees on or after the Effective Date), then and (F) all amounts owed to Persons other than Owner (except for normal trade payables directly relating to the Contributor Parties’ calculations as reflected Business to be acquired by PRGI pursuant hereto incurred in the Estimated Adjustment Statement shall control solely for purposes ordinary course of business) (collectively, the payments to be made at Closing. To "Interim Period Reimbursable Liabilities", which, together with the extent Acquiror and ETPInterim Period Cash Flow, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount"Reimbursable Cash").”

Purchase Price Adjustment. (a) Not The Company shall in good faith prepare and deliver, or cause to be prepared and delivered, to Purchaser not later than five three (3) Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement written statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined unaudited consolidated balance sheet of the Compression Group Entities Acquired Companies as of the Effective Time (the “Estimated Closing DateBalance Sheet”), which balance sheet will be prepared in accordance with GAAP(ii) its good faith estimate of (A) the Closing Working Capital (“Estimated Closing Net Working Capital”), applied consistently with (B) the Contributor Parties’ past practices Closing Date Cash (including its preparation of “Estimated Closing Cash”), (C) the Unaudited Financial StatementsClosing Date Indebtedness (the “Estimated Closing Indebtedness”) and (D) the Transaction Expenses (listed by payee) (the “Estimated Closing Date Balance SheetTransaction Expenses”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties ), and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a the Company’s calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Amount, together with any information that Purchaser has reasonably requested to verify the amounts reflected in the Estimated Closing Statement. The Estimated Closing Balance Sheet shall be prepared using the same accounting practices, policies and methodologies used in the preparation of the audited balance sheet of the Combined Companies for the fiscal year ended December 31, 2014, in a manner and on a basis consistent with the sample balance sheet set forth in Section 2.7(a) of the Company Disclosure Schedule (which, solely for purposes of illustration, assumes the Closing occurred on December 31, 2014), except that such Estimated Closing Balance Sheet shall exclude all deferred income Taxes (other than with respect to DBFC), the Retained Assets and Retained Liabilities and Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses shall be determined in accordance with the definitions contained in this Agreement. The Sellers shall provide Purchaser and its representatives reasonable and prompt access to the work papers used in the preparation of the Estimated Closing Statement upon Purchaser’s request. Purchaser shall have the right to review the Estimated Closing Statement and object thereto by delivering written notice to ETPany elements thereof, and the Company, on behalf of the Contributor Partiesone hand, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETPPurchaser, on behalf of the Contributor Partiesother hand, shall enter into cooperate in good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection objections prior to the Closing Date, then the Contributor Parties’ calculations as reflected in and update the Estimated Adjustment Statement Closing Balance Sheet accordingly; provided that, to the extent such objections are not resolved prior to Closing, the Estimated Closing Balance Sheet delivered by the Company in accordance with this Section 2.7(a) shall control solely for purposes of the payments but shall be subject to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at adjustment after the Closing is referred pursuant to herein as the “Estimated Purchase Price Adjustment Amountthis Section 2.7.”

Purchase Price Adjustment. (a) Not a)No later than five three Business Days prior to the Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror the Buyer a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statementsthis Section 2.4(a) (the “Estimated Closing Date Balance SheetStatement”). The Estimated Closing Statement shall be prepared and calculated in a manner consistent with the applicable definitions contained in this Agreement, the Sample Calculation and in accordance with the Accounting Principles. The Estimated Closing Statement shall set forth the Seller’s good faith estimate of: (i) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Thresholdsuch estimate, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date DebtWorking Capital”); (ii) the Closing Cash (such estimate, (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash AmountCash”); (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”); (iv) the Closing Transaction Costs (such estimate, the “Estimated Closing Transaction Costs”); (v) the Escrow Amount (which, for the avoidance of doubt, shall not be an estimate, but shall be the amount set forth in this Agreement); and (vi) the resulting Closing Payment. The Estimated Closing Statement shall also include instructions that identify (A) the bank account(s) for the Seller and the amount of the Closing Payment to be paid to the Seller’s bank account(s) and (vB) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have bank accounts designated to facilitate direct payment by the right, following Acquiror’s receipt Buyer of the Estimated Adjustment StatementClosing Indebtedness, the Estimated Closing Transaction Costs, and the Escrow Amount to object thereto by delivering written notice to ETP, the applicable payees on behalf of the Contributor PartiesSeller and the Company Entities. The Estimated Closing Working Capital, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement Closing Cash, the Estimated Closing Indebtedness and the Estimated Closing Transaction Costs (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected set forth in the Estimated Adjustment Closing Statement delivered by the Seller to the Buyer) shall control solely be binding on the Parties for the purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at determining the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountPayment.”

Purchase Price Adjustment. (a) Not No later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and Company will deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth Buyer (i) an unaudited estimated combined consolidated balance sheet of the Compression Group Entities Company as of immediately prior to the Closing (the "Preliminary Balance Sheet"), prepared in good faith applying the same accounting principles and policies used in preparing the September Balance Sheet (the "Company Accounting Principles and Policies"), (ii) a schedule (the "Preliminary Pre-Closing Working Capital Schedule"), based on the Preliminary Balance Sheet, setting forth the Company's calculation of the estimated Working Capital of the Company as of immediately prior to the Closing ("Preliminary Pre-Closing Working Capital"), (iii) a schedule (the "Allowed Secured Claims Schedule") setting forth the Company's calculation of the aggregate Allowed Secured Claims as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices and (including its preparation iv) a certificate of the Unaudited Chief Executive Officer and Chief Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information Officer of the Compression Group Entities reasonably available Company stating (A) that such Preliminary Balance Sheet and Preliminary Pre-Closing Working Capital Schedule represent the Company's good faith estimate of the consolidated financial position of the Company as of immediately prior to the Contributor Parties Closing applying the Company Accounting Principles and Policies and (B) that such Allowed Secured Claims Schedule represents the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity Company's good faith estimate of the Compression Group Entities all Allowed Secured Claims as of the Closing Date, (ii) a calculation . The Preliminary Balance Sheet shall not give effect to Buyer's payment of the differencePurchase Price, if anyor to other payments or discharges of claims or liabilities to be made pursuant to this Agreement or the Plan on or as a result of the Closing Date, between but shall accrue and reflect as current liabilities, among other current liabilities, all Assumed Administrative Claims, all Priority Tax Claims to the Net Working Capital shown extent such Priority Tax Claims were not accrued and reflected on the Estimated Closing Date September Balance Sheet (Sheet, and all cure costs associated with the “Estimated Net Working Capital”) and assumption of Contracts, whether assumed before or after the Net Working Capital Threshold, (iii) a calculation date of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statementthis Agreement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days extent not fully paid before the Closing Date. To If the extent Acquiror timely objects to Preliminary Pre-Closing Working Capital reflected on the Estimated Adjustment Statement Preliminary Pre-Closing Working Capital Schedule is less than negative $102,949,000 (or any component thereofi.e., total current liabilities are more than $102,949,000 greater than total current assets), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as Purchase Price paid at Closing shall be reduced by the amount of such shortfall. If the Preliminary Pre-Closing Working Capital reflected in on the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETPPreliminary Pre-Closing Working Capital Schedule is greater than negative $102,949,000 (i.e., on behalf of the Contributor Parties, resolve any such objection prior to the Closingtotal current liabilities are less than $102,949,000 greater than total current assets), then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments Purchase Price to be made paid at Closing shall be increased by the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes amount of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountsuch excess.”

Purchase Price Adjustment. (a) Not later At least three (3) Business Days, but no more than five (5) Business Days Days, prior to the Closing DateClosing, the Contributor Parties Company shall prepare in good faith and deliver to Acquiror Buyer (i) an estimated consolidated balance sheet of the Company Entities as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”), and (ii) a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as Company’s good faith estimates of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Cash-on-Hand (the “Estimated Closing Date Balance SheetCash-on-Hand”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets), liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Closing Date DebtIndebtedness”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet Net Working Capital (the “Estimated Closing Date Cash AmountNet Working Capital”) ), the Company Expenses (the “Estimated Company Expenses”), and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement resulting therefrom (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountPrice”), in each case, with reasonable supporting detail to evidence the calculations of such amounts. An illustrative example of the Estimated Closing Statement as of the Latest Balance Sheet Date, is set forth on Exhibit F attached hereto. The Estimated Closing Balance Sheet, the Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital and the Estimated Company Expenses shall each be calculated in accordance with the Agreed Accounting Principles and the applicable definitions contained in this Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement until the Closing, the Company shall (x) provide Buyer and its representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company Entities and to the senior management personnel of the Company Entities familiar with the Estimated Closing Balance Sheet, Estimated Closing Statement or the Agreed Accounting Principles, in each case to the extent reasonably requested by Buyer or any of its representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement, provided, that such access or related activities may be limited to the extent necessary due to COVID-19 or COVID-19 Measures (but Seller and the Company shall make reasonable accommodations, including granting remote access, to the extent in-person access is materially limited due to COVID-19 Measures), and (y) cooperate with Buyer and its representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. The Company shall consider in good faith any comments to the Estimated Closing Balance Sheet and Estimated Closing Statement proposed by Buyer.”

Purchase Price Adjustment. (a) Not Within the later than of (i) ninety (90) days after the Closing Date and (ii) five Business Days prior (5) days following the receipt from Xxxxxx of the Final Pension Underfunding Amount, the Buyer shall deliver to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror Seller a preliminary settlement statement (the “Estimated Adjustment Post-Closing Statement”) ), setting forth the Buyer’s good faith determination of (i) an estimated combined balance sheet Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) the Company Expenses and (v) the Estimated Purchase Price calculated in accordance with Section 2.1(a), using the amounts of Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, Closing Cash, Closing Indebtedness and the Company Expenses as set forth in the Post-Closing Statement, as applicable, instead of the Compression Group Entities estimated amounts for each such item used in calculating the Estimated Purchase Price in the Pre-Closing Statement, in each case of the foregoing clauses (i) through (v), prepared in accordance with the definitions set forth herein, and including reasonable supporting detail of all of the foregoing. The Buyer shall not amend, supplement or modify the Post-Closing Statement following its delivery to the Seller. The Buyer and the Seller acknowledge that no adjustments shall be made to the Working Capital Target Amount. Once the Buyer has delivered the Post-Closing Statement, the Post-Closing Statement shall be deemed irrevocable by the Buyer for purposes of the calculation of the Final Purchase Price, and the Buyer shall be foreclosed and barred in all respects from amending, supplementing or modifying the Post-Closing Statement and related calculations following delivery to the Seller; provided, that the Post-Closing Statement may be revised in accordance with Section 2.3(b). The Buyer and the Seller shall jointly engage Xxxxxx to prepare a calculation of the Final Pension Underfunding Amount as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available and shall use reasonable efforts to cause Xxxxxx to deliver such calculation to the Contributor Parties Seller and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, Buyer no later than two Business Days before seventy-five (75) days after the Closing Date. To The Final Pension Underfunding Amount as determined by Xxxxxx shall be final, conclusive and binding on the extent Acquiror timely objects Parties, absent a showing of fraud or manifest error, and shall be the used as the amount of Indebtedness pursuant to the Estimated Adjustment Statement clause (or any component thereof), Acquiror and ETP, on behalf vi) of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf definition of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely Indebtedness for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf calculation of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountIndebtedness.”

Purchase Price Adjustment. (a) Not later than five At least three (3) Business Days prior to before the Closing DateClosing, the Contributor Parties Equityholder Representative shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth Buyer (i) an estimated combined balance sheet of the Compression Group Company Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices Accounting Principles (including its preparation of without giving effect to the Unaudited Financial Statementstransactions contemplated herein) and (ii) a statement (the “Estimated Closing Date Balance SheetStatement”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of setting forth its good faith estimate of: (1) the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Closing Date DebtIndebtedness”), (iv2) a calculation of the Closing Cash shown on the Estimated Closing Date Balance Sheet Amount (the “Estimated Closing Date Cash Amount”), (3) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (4) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), (5) the Estimated Closing Net Working Capital Adjustment and (v6) the corresponding sum of the Estimated Closing Cash Amount plus the Estimated Closing Net Working Capital Adjustment minus the Estimated Closing Indebtedness minus the Estimated Closing Transaction Expenses (such sum, the “Estimated Price Adjustment Amount”), in each case (x) together with reasonable supporting documentation used by the Equityholder Representative in the preparation thereof, including the basis on which such estimates were prepared and reasonably detailed calculations in support thereof and (y) prepared in accordance with the terms of this Agreement. Exhibit 2.5-A sets forth a calculation of the estimated Purchase Price Adjustment AmountEstimated Closing Net Working Capital as if the Closing Date were to have occurred on November 30, 2020 and the amounts stated therein are for illustrative purposes only. Acquiror shall have Following the right, following Acquiror’s receipt delivery of the Estimated Adjustment Closing Statement, the Equityholder Representative will reasonably and in good faith consider any queries of Buyer or its representatives or any comments, if any, with respect to object thereto by delivering written notice to ETP, on behalf the computation of any of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected items set forth in the Estimated Adjustment Closing Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing; provided that any related dispute shall not delay or prevent the Closing and unless the Equityholder Representative and Buyer otherwise agree, then the Parties amounts set forth in the Estimated Closing Statement shall jointly agree on a revised Estimated Adjustment Statement be used for the purpose of Closing (it being understood that Buyer shall control solely for purposes of the payments not be prejudiced in raising, or lose any right to be made at raise, any issues, objections, changes or judgments in its calculations following the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount).”

Purchase Price Adjustment. (a) Not later than five Estimated Working Capital, Estimated Cash on Hand, Estimated Indebtedness. At least two (2) Business Days prior to the Closing Date, the Contributor Parties Company shall prepare in deliver to the Buyer a balance sheet of the Acquired Entities containing (i) the Company’s good faith and deliver to Acquiror a preliminary settlement statement estimate of the Working Capital as of the Closing Date (the “Estimated Adjustment StatementWorking Capital”), (ii) setting forth (i) an estimated combined balance sheet the Company’s good faith estimate of the Compression Group Entities Cash on Hand as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Date (the “Estimated Closing Date Balance SheetCash on Hand”) based on and (iii) the most recent financial information Company’s good faith estimate of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities Acquired Entity Indebtedness as of the Closing DateDate (the “Estimated Indebtedness”), prepared based on the same principles and methodology utilized in preparing the Financial Statements, together with all work papers and copies of source documents that reasonably support and document the Company’s determination in preparing such balance sheet. Buyer shall have the right to review such balance sheet prior to Closing, and the Company shall revise such balance sheet prior to Closing to reflect Buyer’s reasonable comments to the extent such comments are not inconsistent with the principles and methodology utilized in preparing the Financial Statements (ii) a calculation of such balance sheet, reflecting any amendments in accordance with this Section, the difference, if any, between “Estimated Closing Balance Sheet”). If the Net Estimated Working Capital shown reflected on the Estimated Closing Date Balance Sheet (is less than the “Estimated Net Working Capital”) and the Net Working Capital ThresholdTarget, (iii) a calculation then the Closing Consideration to be paid pursuant to Section 2.2 will be decreased dollar-for-dollar by the amount of such shortfall. If the Debt shown Estimated Working Capital reflected on the Estimated Closing Date Balance Sheet is greater than the Working Capital Target, then the Closing Consideration to be paid pursuant to Section 1.6(c)(i) will be increased dollar-for-dollar by the amount of such excess. If the Estimated Cash on Hand is less than zero dollars (the “Estimated Closing Date Debt”$0), (ivthen the Closing Consideration to be paid pursuant to Section 1.6(c)(i) a calculation will be decreased dollar-for-dollar by the amount of the Cash shown on such shortfall. If the Estimated Cash on Hand is greater than zero dollars ($0), then the Closing Date Balance Sheet (Consideration to be paid pursuant to Section 1.6(c)(i) will be increased dollar-for-dollar by the “Estimated Closing Date Cash Amount”) and (v) a calculation amount of the estimated Purchase Price Adjustment Amountsuch excess. Acquiror shall have the right, following Acquiror’s receipt of If the Estimated Adjustment StatementIndebtedness is greater than zero dollars ($0), then the Closing Consideration to object thereto be paid pursuant to Section 1.6(c)(i) will be decreased dollar-for-dollar by delivering written notice to ETP, on behalf the amount of such excess. For the Contributor Partiesavoidance of doubt, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior adjustments to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement Consideration made pursuant to this Section 2.4 shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountdouble counted.”

Purchase Price Adjustment. (a) Not later than five At least three (3) Business Days prior to the Closing Date, the Contributor Parties Company shall prepare in good faith prepare and deliver to Acquiror Buyer a preliminary settlement statement (written estimate of the “Estimated Adjustment Statement”) setting forth amount of (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Net Working Capital (the “Estimated Closing Date Balance SheetNet Working Capital”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets), liabilities and members’ equity of the Compression Group Entities as of the Closing Dateincluding any Estimated Net Working Capital Deficit or Estimated Net Working Capital Surplus, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Cash Amount (the “Estimated Closing Date DebtCash Amount”), (iii) the Closing Loan Indebtedness (the “Estimated Closing Loan Indebtedness”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet Transaction Expenses (the “Estimated Closing Date Cash AmountTransaction Expenses”) ), and (v) a calculation the Estimated Purchase Price, each calculated as of the Effective Time, together with an estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt balance sheet of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETPAcquired Companies, on behalf a consolidated basis, as of the Contributor PartiesEffective Time (the “Estimated Closing Balance Sheet”, no and together with the items set forth in clauses (i) through (v), the “Estimated Closing Statement”). The Estimated Closing Statement shall be prepared in accordance with the Company’s Accounting Principles and consistent with Exhibit C, provided that in the event of any conflict between the Company’s Accounting Principles and Exhibit C, the Company’s Accounting Principles shall govern. At such time, the Company shall also deliver a draft of the Funds Flow Statement. As promptly as practicable but not later than two one (1) Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection Day prior to the Closing, Buyer shall identify any adjustments that it believes are required to the Estimated Closing Statement. If Shareholder Representative disputes any such adjustments, then Buyer and Shareholder Representative shall use reasonable best efforts to resolve such dispute, after which the Parties Company shall jointly agree re-deliver to Buyer the Estimated Closing Statement and Funds Flow Statement with such adjustments as the parties have agreed are appropriate. Buyer shall be entitled to rely in full on a revised the information provided by the Company in the Estimated Adjustment Closing Statement that shall control solely for purposes of the payments to be made at the Closingand Funds Flow Statement. The estimated Initial Purchase Price Adjustment Amount that controls for purposes of minus the payments to Estimated Net Working Capital Deficit (if any), plus the Estimated Net Working Capital Surplus (if any), plus the Estimated Closing Cash Amount, minus the Estimated Closing Loan Indebtedness, minus the Estimated Closing Transaction Expenses shall be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountPrice.”” Notwithstanding anything else in this Agreement, the Estimated Closing Statement, the Estimated Closing Balance Sheet and in turn the calculation of the amounts set forth therein shall not reflect any liabilities or assets related to actions taken on the Closing Date by Buyer or its Affiliates, including in connection with any financing or transfer of cash into the Acquired Companies.

Purchase Price Adjustment. (a) Not later than five Business Days prior to As promptly as practicable, and in any event within ninety (90) days after the Closing Date, the Contributor Parties Purchaser shall prepare in good faith and deliver to Acquiror the Seller a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet the Purchaser’s good faith calculation of Closing Cash, Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses and the Compression Group Entities Final Purchase Price, together with such schedules and data with respect to the determination thereof as of are appropriate to support the calculations set forth in the Closing Date, which balance sheet will Statement. The Closing Statement shall be prepared in accordance with GAAPthe terms of this Agreement and the Accounting Principles. The parties agree that the purpose of preparing the Closing Statement and determining Closing Cash, applied consistently Closing Working Capital, Closing Indebtedness and Closing Transaction Expenses and the related adjustments contemplated by this Section 2.04 is to measure the amount of Closing Cash, Closing Working Capital, Closing Indebtedness and Closing Transaction Expenses in accordance with the Contributor Parties’ past practices (including its preparation terms of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties this Agreement and the Contributor Parties’ reasonable estimates with respect Accounting Principles, and such process is not intended to permit the assetsintroduction of different accounting methods, liabilities policies, principles, practices, procedures, judgments, classifications or estimation methodologies for the purpose of determining the Closing Cash, Closing Working Capital, Closing Transaction Expenses and members’ equity of Closing Indebtedness other than those set forth in the Compression Group Entities as Accounting Principles. Following the delivery of the Closing DateStatement, the Purchaser shall provide the Seller and its Representatives with reasonable access (iisubject to the execution of customary document access letters) a calculation of to the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet accounting books and records (the “Estimated Net Working Capital”including work papers) and other documents that were used in the Net Working Capital Thresholdpreparation of, (iii) a calculation of or otherwise reasonably relate to, the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice the extent reasonably requested to ETP, on behalf of permit the Contributor Parties, no later than two Business Days before Seller to review the Closing Date. To Statement and the extent Acquiror timely objects to Purchaser’s calculation of Closing Cash, Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses and the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Final Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountset forth therein.”

Purchase Price Adjustment. (a) Not later At least three (3) Business Days, but no more than five (5) Business Days Days, prior to the Closing DateClosing, the Contributor Parties Company shall prepare in good faith and deliver to Acquiror Buyer (i) an estimated consolidated balance sheet of the Company Entities as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”), and (ii) a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet of in reasonable detail the Compression Group Entities as Company’s good faith estimates of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Cash-on-Hand (the “Estimated Closing Date Balance SheetCash-on-Hand”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets), liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Closing Date DebtIndebtedness”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet Net Working Capital (the “Estimated Closing Date Cash Net Working Capital”), the Company Expenses (the “Estimated Company Expenses”), the Mid-State Adjustment Amount (the “Estimated Mid-State Adjustment Amount”) and (v) a the calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement resulting therefrom (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Price”). The Estimated Closing Balance Sheet, the Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital and the Estimated Company Expenses shall each be calculated in accordance with the Agreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. The Estimated Mid-State Adjustment AmountAmount shall be determined in accordance with Section 2.03 and Section 2.04 of the Mid-State Asset Purchase Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement until the Closing, the Company shall (x) provide Buyer and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company Entities and to the senior management personnel of the Company Entities familiar with the Estimated Closing Balance Sheet, Estimated Closing Statement or the Agreed Accounting Principles, in each case, to the extent reasonably requested by Buyer or any of its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement, provided, that such access or related activities may be limited to the extent necessary due to COVID-19 or COVID-19 Measures, and (y) cooperate with Buyer and its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement (and otherwise take all reasonably requested actions to facilitate such review). The Company shall consider in good faith any comments to the Estimated Closing Balance Sheet and the Estimated Closing Statement (and each component thereof) made by Buyer.”

Purchase Price Adjustment. (a) Not later less than five three Business Days prior to the anticipated Closing Date, the Contributor Parties Parent shall prepare in good faith and deliver to Acquiror Purchaser a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth Parent’s good faith estimate of (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices Cash (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance SheetCash”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date), (ii) a calculation of Closing Working Capital (“Estimated Working Capital”), and based on the differenceEstimated Working Capital, the Working Capital Surplus or the Working Capital Deficit, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Closing Date DebtIndebtedness”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet Transaction Expenses (the “Estimated Closing Date Cash AmountTransaction Expenses”), (v) Closing Change of Control Payments (“Estimated Closing Change of Control Payments”) and (vvi) a the Initial Closing Date Amount, in each case, together with reasonable supporting documentation for such estimates and calculations. The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles and the terms of this Agreement. Following the delivery of Parent’s calculation of the estimated Purchase Price Adjustment Amountforegoing, to the extent reasonably requested by Purchaser, Parent shall, and shall cause Seller and each Group Company to, make available to Purchaser supporting documentation used in preparing such estimate. Acquiror Parent shall have the right, following Acquirorconsider any reasonable comments provided by Purchaser based on Purchaser’s receipt review of the Estimated Adjustment Closing Statement and any such documentation and make any corresponding changes to the Initial Closing Date Amount that Parent deems appropriate based on Purchaser’s proposed adjustments (provided that in no event shall the Closing be delayed on account of any review by Purchaser of the Estimated Closing Statement). Without limiting the foregoing but subject to Section 1.04(g), Purchaser and its Affiliates may rely upon the Estimated Closing Statement, and in no event shall Purchaser have any liability to object thereto by delivering written notice to ETPParent, Seller, the Group Companies and/or any other person on behalf account of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to payments made in accordance with the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountStatement.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to Within 75 days after the Closing Date, the Contributor Parties shall Buyer will prepare in good faith and deliver to Acquiror the Seller a preliminary settlement statement draft balance sheet (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Draft Closing Date Balance Sheet”) based on for the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities Company as of the Adjustment Time (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement) along with a statement (the “Draft Closing DateStatement”) setting forth the Buyer’s calculation of (i) the Closing Cash, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital ThresholdIndebtedness, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”)Transaction Expenses, (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) Net Working Capital, and (v) a recalculation of the Estimated Purchase Price using these recalculated numbers in place of the Estimated Closing Cash, the Estimated Closing Indebtedness, the Estimated Transaction Expenses and the Estimated Closing Net Working Capital. The Buyer will prepare the Draft Closing Date Balance Sheet using the accounting policies applied by the Company in preparing the Most Recent Balance Sheet and will calculate the Net Working Capital in accordance with the sample calculation set forth on Schedule 2.4(a), using the same components (i.e., line items), adjustments and methodologies used in the calculation of the estimated Purchase Price Adjustment AmountEstimated Closing Net Working Capital (without introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments, or estimation methodologies). Acquiror shall have The Buyer will make available to the right, following Acquiror’s receipt Seller and its accountants the work papers and back-up materials used in preparing the Draft Closing Date Balance Sheet and the Draft Closing Statement. The Draft Closing Date Balance Sheet and the Draft Closing Statement will entirely disregard (x) any and all effects on the assets or liabilities of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf Company as a result of the Contributor Partiestransactions contemplated by this Agreement or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated by this Agreement, no later than two Business Days before and (y) any of the plans, transactions, or changes that the Buyer intends to initiate or make or cause to be initiated or made after the Closing Date. To the extent Acquiror timely objects with respect to the Estimated Adjustment Statement (Company or the business of the Company or its assets, or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, facts or circumstances that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior unique or particular to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes Buyer or any of the payments to be made at Closingits assets or liabilities. To the extent Acquiror and ETP, on behalf Table of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”Contents

Purchase Price Adjustment. (a) Pre-Closing Statements. Not later than five (5) Business Days prior to the Closing Date, the Contributor Parties Company shall prepare have prepared and delivered to the Purchaser an estimated balance sheet in good faith accordance with GAAP of the Company and deliver to Acquiror its Subsidiaries as of 11:59 P.M. Eastern Time on the date immediately preceding the Closing Date (the “Estimated Closing Balance Sheet”), together with a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth the Company’s good faith estimate of: (i) an the Closing Working Capital (the “Estimated Closing Working Capital”), and the resulting estimated combined balance sheet Working Capital Adjustment (the “Estimated Working Capital Adjustment”); (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”); (iii) the Closing Seller Transaction Expenses (the “Estimated Closing Seller Transaction Expenses”); (iv) the Closing Cash (the “Estimated Closing Cash”); and (v) based on the foregoing, the amount, and the calculation of, the Estimated Closing Purchase Price and Sellers’ Closing Consideration (the “Estimated Sellers’ Closing Consideration”), and the Closing Payments in accordance with Section 1.2 and Section 1.3, respectively. Following delivery by the Company of the Compression Group Entities as Estimated Closing Balance Sheet and Estimated Closing Statement and before the Closing, the Sellers shall cause the Company’s senior executive officers and all relevant accounting and financial personnel to be reasonably available for inquiries from and discussions with Representatives of the Purchaser relating to the Estimated Closing DateBalance Sheet and the Estimated Closing Statement and the Company shall consider in good faith, which balance sheet will and consult with Purchaser regarding, any comments made by such Representatives of the Purchaser and, to the extent the Company makes any changes to the Estimated Closing Balance Sheet and the Estimated Closing Statement as a result thereof, the Company shall deliver an updated version of the Estimated Closing Balance Sheet and the Estimated Closing Statement, as applicable; provided, that in no event shall the Company be obligated to make any change to the Estimated Closing Balance Sheet or the Estimated Closing Statement based on such comments. The Estimated Closing Balance Sheet and the Estimated Closing Statement shall be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountAccounting Principles.”

Purchase Price Adjustment. (a) Not 2.12.1. The Company will prepare in good faith and will provide to the Buyer Parties no later than five (5) Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) Date an estimated combined consolidated balance sheet of the Compression Group Entities Companies as of the Designated Time (as the same may be adjusted in response to any comments of the Buyer Parties provided prior to the Closing, the “Estimated Closing DateBalance Sheet”), which balance sheet together with a written statement setting forth in reasonable detail its good faith estimates of the Closing Cash and Cash Equivalents, Closing Debt Amount, and Closing Net Working Capital, each as derived from the Estimated Closing Balance Sheet, and the Company Transaction Expenses (as the same may be adjusted in response to any comments of the Buyer Parties provided prior to the Closing, the “Estimated Closing Statement”). The Estimated Closing Balance Sheet and the good faith estimate of Closing Net Working Capital contained in the Estimated Closing Statement will be prepared in accordance with GAAPthe Accounting Principles, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates other than with respect to Taxes, which will be determined in accordance with applicable Legal Requirements and, for the assetsavoidance of doubt, liabilities and members’ equity will take into account the Contemplated Transactions. The good faith estimate of Closing Net Working Capital will consist solely of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between line items set forth in the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) Calculation Schedule and no assets or liabilities included in the Net Working Capital Threshold, (iii) Calculation Schedule will be reclassified to a calculation different line item in the good faith estimate of Closing Net Working Capital. Following the Debt shown on delivery of the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on and the Estimated Closing Date Balance Sheet (Statement, the “Estimated Closing Date Cash Amount”) Company will provide the Buyer Parties and (v) a calculation their respective Representatives reasonable access to the work papers and other books and records of the estimated Purchase Price Adjustment Amount. Acquiror shall have Group Companies for purposes of assisting the right, following Acquiror’s receipt Buyer Parties and their respective Representatives in their review of the Estimated Adjustment Closing Balance Sheet and the Estimated Closing Statement. Prior to Closing, the parties will cooperate in good faith to object thereto answer any questions and resolve any issues raised by delivering written notice to ETP, on behalf the Buyer Parties and their respective Representatives in connection with their review of the Contributor Parties, no later than two Business Days before the Estimated Closing Date. To the extent Acquiror timely objects to Balance Sheet and the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountStatement.”

Purchase Price Adjustment. (a) Not later less than five ten (10) Business Days prior to the Closing Date, the Contributor Parties Seller Parent shall prepare in good faith and deliver to Acquiror Buyer Parent a preliminary settlement statement setting forth Seller Parent’s good faith estimate of (i) the Working Capital Adjustment Amount (the “Estimated Working Capital Adjustment StatementAmount”), (ii) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Cash (the “Estimated Closing Date Balance SheetCash”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold), (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Closing Date DebtIndebtedness”), (iv) a calculation of the Cash shown on Consent Impact Amount, and (v) the Estimated Closing Date Balance Sheet Cash Consideration (such statement, to be prepared in the form set forth in Part II of Section 9.02(a) of the Seller Parent Disclosure Letter, the “Estimated Closing Date Cash AmountStatement”) ), together with such schedules and (v) a calculation of data with respect to the estimated Purchase Price Adjustment Amount. Acquiror shall have determination thereof as is reasonably necessary to support the rightcalculations set forth in the Estimated Closing Statement, following Acquiror’s receipt and the allocation of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments Cash Consideration to be made at Closingpaid in accordance with Section 1.04(a)(i) of this Agreement. To the extent Acquiror and ETPSeller Parent and, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties Acquired Companies shall jointly agree provide Buyer Parent and its Representatives with reasonable access to the books and records of Seller Parent and its Subsidiaries, subject to the Access Limitations, to the extent related to the Business and shall cause the personnel of Seller Parent and its Subsidiaries to reasonably cooperate with Buyer Parent and its Representatives for the purpose of enabling Buyer Parent and its Representatives, prior to the Closing, to review Seller Parent’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof and, following the Closing, to prepare the Closing Statement and the calculation of each component thereof. Buyer Parent will be given a reasonable opportunity to review and comment on a revised the Estimated Adjustment Closing Statement that and Seller Parent shall control solely for purposes consider in good faith Buyer Parent’s reasonable comments to the Estimated Closing Statement, the calculation of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes Estimated Closing Cash Consideration or any of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountcomponents thereof or calculations therein.”

Purchase Price Adjustment. Within thirty (a30) Not later than five Business Days prior to days after the Closing DateClosing, the Contributor Parties Company shall prepare in good faith and deliver to Acquiror the Members' Representative a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities Working Capital as of the Closing Date, Date ("Closing Date Working Capital Statement") which balance sheet will shall be prepared in accordance with GAAP, applied consistently on a basis consistent with the Contributor Parties’ past practices (including its preparation of method used in calculating Schedule 1.89. In the Unaudited Financial Statements) (event the “Estimated Members' Representative does not object by written notice to the Purchaser to such Closing Date Balance Sheet”Sheet within thirty (30) days from receipt thereof by the Members' Representative, the Closing Date Working Capital Statement shall be deemed accepted. If the Members' Representative makes a timely objection to the Closing Date Working Capital Statement, Purchaser and the Members' Representative shall have ten (10) calendar days from receipt of such objection by Purchaser in which to reach agreement as to the Closing Date Working Capital Statement. If no agreement is reached in said ten (10) calendar day period, at the end of such period, Purchaser and the Members' Representative shall appoint Ernst & Young to arbitrate the dispute and calculate the Closing Date Working Capital Statement. The determination shall be binding on the parties. Purchaser shall pay one-half of the fees and expenses of such accounting firm and one-half of such fees shall be a reduction of the Working Capital of the Company at Closing to be calculated based on such Closing Date Working Capital Statement. The Purchase Price shall be reduced to the extent the Working Capital as determined based on the most recent financial information Closing Date Working Capital Statement is less than Preliminary Working Capital and the Purchase Price shall be increased to the extent the Working Capital as determined based on the Closing Date Working Capital Statement is greater than Preliminary Working Capital. Any required reduction to the Purchase Price made under this SECTION 2.3 shall be paid by the Escrow Agent to Purchaser pursuant to the Escrow Agreement (such amount to be paid first from the Working Capital Account and thereafter, to the extent necessary, from the Primary Account (as such terms are used in the Escrow Agreement). Any required addition to the Purchase Price shall be paid by Purchaser to the Members or the Members' Representative by wire transfer to the same wire transfer instructions delivered to the Purchaser for Closing. Upon receipt of the Compression Group Entities reasonably available Closing Date Working Capital Statement, the parties will instruct the Escrow Agent to release to the Contributor Parties and Members' Representative the Contributor Parties’ reasonable estimates balance of the funds, if any, remaining with respect to the assets, liabilities and members’ equity of Working Capital Escrow Amount held by the Compression Group Entities as Escrow Agent. All such payments required under this SECTION 2.3 shall be made within 5 business days after final determination of the Closing Date, (ii) a calculation of the difference, if any, between the Net Date Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (a) Not later No less than five Business Days prior to the Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) Purchaser an estimated combined unaudited balance sheet of the Compression Group Entities as of Company and its Subsidiaries based on the Closing Date, which prior month’s ending balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information ), together with Seller’s good faith estimation of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity Net Equity as of the Compression Group Entities anticipated Closing Date (the “Estimated Net Equity”). If, during Seller’s preparation of the Estimated Closing Date Balance Sheet, Seller determines that the Estimated Net Equity is reasonably likely to exceed the Target Net Equity by more than $5,000,000 without giving effect to any cash that has not been distributed out of the Company as a result of any paid up capital issues or restrictions, Seller shall deliver, no less than ten Business Days prior to the Closing Date, (ii) to Purchaser a calculation draft of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (and a draft of the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on Estimated Net Equity, together with such documents, schedules, analyses, working papers and other materials used by Seller in its preparation of the Estimated Closing Date Balance Sheet (and the “Estimated Closing Date Debt”)Net Equity, (iv) and shall cooperate with Purchaser in its review thereof. To the extent that a calculation draft of the Cash shown on the Estimated Closing Date Balance Sheet is delivered to Purchaser pursuant to the immediately preceding sentence, in determining such estimates, Seller shall consider in good faith any comments or concerns raised by Purchaser in connection with the draft Estimated Closing Date Balance Sheet and the draft of the calculation of the Estimated Net Equity. The Estimated Closing Date Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with the preparation of the Financial Statements as set forth in Section 2.3(a) of the Seller Disclosure Schedule and the Estimated Net Equity shall be calculated using the procedures set forth in Section 2.3(a) of the Seller Disclosure Schedule. The amount to be paid on the Closing Date (the “Estimated Closing Date Cash AmountPurchase Price”) and (v) a calculation of will be equal to the estimated Purchase Price Adjustment Amount. Acquiror shall have (i) plus the right, following Acquiror’s receipt of amount by which the Estimated Adjustment Statement, to object thereto Net Equity exceeds the Target Net Equity or (ii) minus the amount by delivering written notice to ETP, on behalf of which the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to Target Net Equity exceeds the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountNet Equity.”

Purchase Price Adjustment. (a) Not later than five At least three (3) Business Days prior to the Closing Date, the Contributor Parties Horizon shall prepare in good faith prepare, or cause to be prepared, and Horizon shall deliver to Acquiror Pasha Parent a preliminary settlement statement (the “Estimated Adjustment Preliminary Closing Statement”) setting forth (i) an estimated combined balance sheet a good-faith estimate of (A) Net Working Capital (“Estimated Net Working Capital”), (B) Hawaii Capital Expenditures (“Estimated Hawaii Capital Expenditures”), (C) Excess Out of Class Defect Cost (the Compression Group Entities “Estimated Excess Out of Class Defect Cost”), (D) Non-Ordinary Course Expenses and Liabilities (the “Estimated Non-Ordinary Course Expenses and Liabilities”), and (E) Paid Non-Ordinary Course Liabilities (the “Estimated Paid Non-Ordinary Course Expenses and Liabilities”), each determined as of the Closing Date, which balance sheet will be prepared in accordance with GAAPbased on Horizon’s books and records and other information available at the Closing, applied consistently with (ii) the Contributor Parties’ past practices Additional Closing Payment Amount, (including its preparation iii) an estimate of the Unaudited Financial Statements) Transaction AMT (the “Estimated Closing Date Balance SheetTransaction AMT”) based and (iv) on the most recent financial information basis of the Compression Group Entities reasonably available foregoing, a calculation of the Estimated Purchase Price. An illustrative example of a Preliminary Closing Statement and a calculation of Net Working Capital, Hawaii Capital Expenditures, Excess Out of Class Defect Cost, Non-Ordinary Course Expenses and Liabilities, Paid Non-Ordinary Course Expenses and Liabilities, Additional Closing Payment Amount, Estimated Transaction AMT and Estimated Purchase Price is set forth as Exhibit B (the “Sample Statement”). Estimated Net Working Capital, Estimated Hawaii Capital Expenditures, Estimated Excess Out of Class Defect Cost, Estimated Non-Ordinary Course Expenses and Liabilities and Estimated Paid Non-Ordinary Course Expenses and Liabilities shall be calculated on a basis consistent with Schedule 1.4(a), the Sample Statement and the Applicable Accounting Principles. Prior to the Contributor Parties Closing, Horizon and the Contributor Parties’ reasonable estimates Pasha Parent in good faith shall seek to resolve any differences that they may have with respect to the assets, liabilities and members’ equity computation of any of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected items in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Preliminary Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountStatement.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to On the business day immediately preceding the Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror a preliminary settlement PRGI, an estimated cash flow statement of total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the “Estimated Adjustment "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement”) setting forth "). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceamount, if any, between by which disbursements to Owners during said period exceed the Net Working Capital shown amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) any amounts paid during the Estimated period from and including the Effective Date to and including the Closing Date Balance Sheet in respect of the following liabilities: (the “Estimated Net Working Capital”A) and the Net Working Capital ThresholdSeller Transaction Expenses, (iiiB) a calculation of non-trade payables (meaning those not directly related to the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”Business to be acquired by PRGI pursuant hereto), (ivC) a calculation non-trade accrued expenses (meaning those not directly relating ed to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Cash shown on the Estimated Closing Effective Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation in respect of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto accounts receivable collected by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection Seller prior to the Closing Effective Date; (E) all amounts owed to any Owners under the Principal Agreement or otherwise (except for advances by Owners used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or advances made to Associates or Employees on or after the Effective Date), then and (F) all amounts owed to Persons other than Owners (except for normal trade payables directly relating to the Contributor Parties’ calculations as reflected Business to be acquired by PRGI pursuant hereto incurred in the Estimated Adjustment Statement shall control solely for purposes ordinary course of business) (collectively, the payments to be made at Closing. To "Interim Period Reimbursable Liabilities," which, together with the extent Acquiror and ETPInterim Period Cash Flow, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount"Reimbursable Cash").”

Purchase Price Adjustment. (a) Not Within the later than of (i) ninety (90) days after the Closing Date and (ii) five Business Days prior (5) days following the receipt from Xxxxxx of the Final Pension Underfunding Amount, the Buyer shall deliver to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror Seller a preliminary settlement statement (the “Estimated Adjustment Post-Closing Statement”) ), setting forth the Buyer’s good faith determination of (i) an estimated combined balance sheet Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) the Company Expenses and (v) the Estimated Purchase Price calculated in accordance with Section 2.1(a), using the amounts of Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, Closing Cash, Closing Indebtedness and the Company Expenses as set forth in the Post-Closing Statement, as applicable, instead of the Compression Group Entities estimated amounts for each such item used in calculating the Estimated Purchase Price in the Pre-Closing Statement, in each case of the foregoing clauses (i) through (v), prepared in accordance with the definitions set forth herein, and including reasonable supporting detail of all of the foregoing. The Buyer shall not amend, supplement or modify the Post-Closing Statement following its delivery to the Seller. The Buyer and the Seller acknowledge that no adjustments shall be made to the Working Capital Target Amount. Once the Buyer has delivered the Post-Closing Statement, the Post-Closing Statement shall be deemed irrevocable by the Buyer for purposes of the calculation of the Final Purchase Price, and the Buyer shall be foreclosed and barred in all respects from amending, supplementing or modifying the Post-Closing Statement and related calculations following delivery to the Seller; provided, that the Post-Closing Statement may be revised in accordance with Section 2.3(b). The Buyer and the Seller shall jointly engage Xxxxxx to prepare a calculation of the Final Pension Underfunding Amount as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available and shall use reasonable efforts to cause Mercer to deliver such calculation to the Contributor Parties Seller and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, Buyer no later than two Business Days before seventy-five (75) days after the Closing Date. To The Final Pension Underfunding Amount as determined by Xxxxxx shall be final, conclusive and binding on the extent Acquiror timely objects Parties, absent a showing of fraud or manifest error, and shall be the used as the amount of Indebtedness pursuant to the Estimated Adjustment Statement clause (or any component thereof), Acquiror and ETP, on behalf vi) of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf definition of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely Indebtedness for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf calculation of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountIndebtedness.”

Purchase Price Adjustment. Within ninety (a90) Not later than five Business Days prior to days after the Closing Date, the Contributor Parties Purchaser shall prepare in good faith and deliver furnish to Acquiror Seller a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities Companies, the Company Subsidiaries, Newco, Holdco and Interco (the "Closing Balance Sheet") as of the close of business on the Closing Date, which balance sheet will . The Closing Balance Sheet shall (i) be prepared in accordance with GAAP, applied consistently on a basis consistent with prior periods, and as applied to prepare the Contributor Parties’ past practices Balance Sheet, and (including its preparation ii) include normal fiscal year-end closing adjustments except that there shall be no requirement for a physical inventory. The Closing Balance Sheet shall be accompanied by a report (the "Preliminary Adjustment Report") setting forth in reasonable detail (x) the Adjusted Working Capital Amount as of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based close of business on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (iiy) a statement setting forth in reasonable detail the amount of Closing Debt and Closing Cash and (z) Purchaser's good faith calculation of the differencePurchase Price based on the amounts set forth in the Preliminary Adjustment Report (the "Preliminary Purchase Price"), which report shall be certified by a financial officer of Purchaser. Seller and its representatives shall have the right to review and copy the computations and work papers (including accountants' work papers, subject to such confidentiality restrictions as Purchaser's accountants shall reasonably request) and Purchaser's underlying books and records used in connection with Purchaser's determination of the Preliminary Purchase Price , and to have reasonable access to the employees and accountants of Purchaser regarding questions concerning Purchaser's determination of the Preliminary Purchase Price arising in the course of their review thereof. If requested by Purchaser, Seller shall furnish to Purchaser a statement (the "Allocation Statement") setting forth any corporate allocations previously provided by Seller and its Affiliates to the Companies and the Company Subsidiaries for the period from the Balance Sheet Date through the Closing Date and any necessary supporting information reasonably requested. Unless Seller provides specific written notice to Purchaser of an objection to any aspect of the Preliminary Adjustment Report before the close of business on the thirtieth day after Seller's receipt thereof, the Preliminary Adjustment Report shall then become binding upon Purchaser and Seller, and shall be the "Final Adjustment Report", and such day shall be the "Final Adjustment Report Date". If Seller, by written notice to Purchaser before the close of business on such thirtieth day specifying the items and amount in dispute (an "Objection Notice"), objects to any aspect of the Preliminary Adjustment Report, then those aspects as to which the objection was made shall not become binding, Purchaser and Seller shall discuss such objection in good faith; and, if they reach written agreement with respect to all items in dispute amending the Preliminary Adjustment Report, the Preliminary Adjustment Report, as amended by such written agreement, shall become binding upon Purchaser and Seller, and shall be the "Final Adjustment Report", and the date of such written agreement shall be the "Final Adjustment Report Date". If Purchaser and Seller do not reach such written agreement within twenty (20) days after Seller gives such notice of objection, those aspects as to which such objection was made, and which has not been resolved, shall be submitted jointly by Purchaser and Seller for arbitration by an independent accounting firm of nationally recognized standing acceptable to Seller and Purchaser (the "Accounting Firm") (whose fees shall be paid equally by Purchaser and Seller), which shall arbitrate the dispute and submit a written statement of its adjudication, which statement, when delivered to Purchaser and to Seller, shall become final and binding upon Purchaser and Seller, and shall, together with those aspects of the Preliminary Adjustment Report as to which no objection was made, be the "Final Adjustment Report". In such case, the second Business Day after the date on which such statement is delivered to Purchaser and to Seller shall be the "Final Adjustment Report Date". The scope of the disputes to be resolved by the Accounting Firm is limited to whether the amounts set forth on the line items on the Closing Balance Sheet used to calculate the Preliminary Purchase Price were obtained from and in accordance with the books and records of the Companies, the Company Subsidiaries, Newco, Holdco, Interco and the Canadian Parks Business and are in accordance with GAAP, applied on a basis consistent with prior periods, and as applied to prepare the Balance Sheet, including normal fiscal year end closing adjustments, and whether there were mathematical errors in the Preliminary Adjustment Report, in each case, to the extent related to the unresolved items set forth in the Objection Notice, and the Accounting Firm is not to make any other determination. The determination of the Accounting Firm shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. In acting hereunder, the Accounting Firm shall be entitled to the privileges and immunities of arbitrators. If Seller delivers an Objection Notice and Purchaser and Seller do not reach written agreement with respect to all items in dispute within twenty (20) days after Seller gives an Objection Notice, then within two Business Days after the expiration of such twenty-day period, (i) Purchaser shall pay to Seller the excess, if any, between of (x) the Net Working Capital shown on lesser of (1) the Preliminary Purchase Price stated in the Preliminary Adjustment Report or (2) the Purchase Price calculated as if all of the items as to which Seller objected in the Objection Notice and as to which such objections remain unresolved were resolved in Seller's favor (the "Unresolved Objection Purchase Price") over (y) the Estimated Closing Date Balance Sheet Purchase Price (a "Purchaser Interim Payment"), and (ii) Seller shall pay to Purchaser the “Estimated Net Working Capital”excess, if any, of (x) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price over (y) the greater of (1) the Preliminary Purchase Price stated in the Preliminary Adjustment AmountReport or (2) the Unresolved Objection Purchase Price (a "Seller Interim Payment"). Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than Within two Business Days before after the Closing Final Adjustment Report Date, Purchaser shall pay to Seller the excess, if any, of (i) the Purchase Price stated in the Final Adjustment Report under such Section, minus any Purchaser Interim Payment or plus any Seller Interim Payment over (ii) the Estimated Purchase Price, and Seller shall pay to Purchaser the excess if any, of (x) the Estimated Purchase Price plus any Purchaser Interim Payment or minus any Seller Interim Payment over (y) the Purchase Price stated in the Final Adjustment Report. To the extent Acquiror timely objects such a payment relates to the Estimated Adjustment Statement (Canadian Parks Business, the payment will be deemed to be made by Seller or any component thereof)Purchaser, Acquiror as the case may be, as agent for and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected CBS Canada (in the Estimated Adjustment Statement shall control solely for purposes case of Seller) or Newco (in the payments case of Purchaser). Any payment required to be made by Seller or Purchaser pursuant to Section 2.3(c) or 2.3(d) that does not already provide for interest from the Closing Date shall bear interest from the Closing Date to (but excluding) the date of such payment at Closing. To the extent Acquiror Applicable Rate as in effect from time to time and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments in immediately available funds to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountan account designated by recipient.”

Purchase Price Adjustment. (a) Not later than At least five Business Days prior to the Closing Date, the Contributor Parties Company shall prepare in good faith and deliver deliver, or shall cause to Acquiror be prepared and delivered, to the Parent a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth forth, in reasonable detail and accompanied by reasonably detailed backup documentation, the Company’s calculation of its good faith estimate of (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Indebtedness (the “Estimated Closing Date Balance SheetIndebtedness”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date), (ii) the Transaction Expenses (the “Estimated Transaction Expenses”), (iii) the Working Capital (the “Estimated Working Capital”), including a calculation of the difference, if any, between the Net Estimated Working Capital shown on Deficit or the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital ThresholdExcess, as the case may be, (iiiiv) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Cash (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash AmountCash”) and (v) a the Purchase Price resulting therefrom; provided that, if the Parent indicates in writing to the Company at least two Business Days prior to the Closing that it does not agree with the Company’s calculation of the estimated Estimated Working Capital or the Purchase Price Adjustment Amount. Acquiror Price, then the Parent and the Company shall have use commercially reasonable efforts to mutually reconcile such dispute and if any adjustments are made thereto, then the right, following Acquiror’s receipt adjusted calculation of the Estimated Adjustment StatementWorking Capital and/or the Purchase Price, to object thereto by delivering written notice to ETPas so mutually reconciled, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to shall be the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of Working Capital and/or the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objectionPurchase Price; provided, however, that if Acquiror and ETP, the Parties cannot agree on behalf the calculation of the Contributor Parties, are unable to resolve such objection Estimated Working Capital or the Purchase Price on or prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection Business Day prior to the Closing, then the Parties Company’s calculation of the Estimated Working Capital and the Purchase Price delivered pursuant to this Section 3.5(a) shall jointly agree on a revised be deemed the Estimated Adjustment Statement that shall control solely Working Capital and the Purchase Price for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes Estimated Working Capital shall be prepared in accordance with GAAP. An illustrative example calculation of the payments to be made at Working Capital calculated as if the Closing had occurred on December 31, 2023 is referred to herein as the “Estimated Purchase Price Adjustment Amount.”set forth on Exhibit D

Purchase Price Adjustment. (a) Not later At least three (3) Business Days, but no more than five (5) Business Days Days, prior to the Closing DateClosing, the Contributor Parties Company shall prepare in good faith and deliver to Acquiror Buyer (i) an estimated consolidated balance sheet of the Company Entities as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”), and (ii) a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet of in reasonable detail the Compression Group Entities as Company’s good faith estimates of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Cash-on-Hand (the “Estimated Closing Date Balance SheetCash-on-Hand”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets), liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Closing Indebtedness”), the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown Purchase Price resulting therefrom (the “Estimated Purchase Price”), in each case, based on the Estimated Closing Date Balance Sheet (and including the “Estimated Purchased Shares Purchase Price, the Estimated CoVant Series LGS Purchased Units Purchase Price, the Estimated Legos Holdings Purchased Units Purchase and each Seller’s Pro Rata Portion. The Estimated Closing Date Debt”)Balance Sheet, (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (Cash-on-Hand, the “Estimated Closing Date Cash Amount”) Indebtedness and (v) the Estimated Closing Net Working Capital shall each be calculated in accordance with the Agreed Accounting Principles and in a calculation of manner consistent with the estimated Purchase Price Adjustment Amountapplicable definitions contained in this Agreement. Acquiror shall have the right, following Acquiror’s receipt From and after delivery of the Estimated Adjustment Closing Balance Sheet and the Estimated Closing Statement until the Closing, the Company shall (x) provide Buyer and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company Entities and to senior management personnel of the Company Entities, in each case, to the extent reasonably requested by Buyer or any of its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement, to object thereto by delivering written notice to ETP, on behalf and (y) cooperate with Buyer and its Representatives in connection with their review of the Contributor Parties, no later than two Business Days before the Estimated Closing Date. To the extent Acquiror timely objects to Balance Sheet and the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of Closing Statement. Provided that Buyer pays the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of Purchase Price in accordance with the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected amounts set forth in the Estimated Adjustment Statement Closing Statement, Buyer’s obligation to pay the Purchase Price shall control solely be deemed satisfied, Buyer shall not be responsible or have any liability to any Person for purposes the division of such proceeds and Buyer shall own the Purchased Securities, free and clear of all Liens (other than Liens (i) arising under the Securities Act and applicable state securities Laws or (ii) created or incurred by, or at the direction of, Buyer). Any disputes among the Sellers with respect to the allocation of the payments Purchase Price among such Sellers shall not interfere in any way with, or give rise to be made at Closing. To the extent Acquiror and ETPany claim or right upon, on behalf Buyer’s ownership of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountPurchased Securities.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to On the business day immediately preceding the Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror a preliminary settlement PRGI, an estimated cash flow statement of total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the “Estimated Adjustment "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement”) setting forth "). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceamount, if any, between by which disbursements to Seller during said period (but not including the Net Working Capital shown distribution of any cash or cash equivalents in the Business as of the close of business on August 31, 1998) exceed the Estimated commissions paid to Seller for audit and related management counseling services performed by Seller prior to the Effective Date solely in his capacity as an auditor in connection with claims submitted to suppliers of customers prior to Closing and (ii) any amounts paid during the period from and including the Effective Date to and including the Closing Date Balance Sheet in respect of the following liabilities: (the “Estimated Net Working Capital”A) and the Net Working Capital ThresholdSeller Transaction Expenses, (iiiB) a calculation of non-trade payables (meaning those not directly related to the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”Business to be acquired by PRGI pursuant hereto), (ivC) a calculation non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Cash shown on the Estimated Closing Effective Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation in respect of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto accounts receivable collected by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection Seller prior to the Closing Effective Date; (E) all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or for commissions owed to Seller for audit and related management counseling services performed by Seller solely in his capacity as an auditor in connection with claims submitted to suppliers of Customers prior to Closing), then and (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Contributor Parties’ calculations as reflected Business to be acquired by PRGI pursuant hereto incurred in the Estimated Adjustment Statement shall control solely for purposes ordinary course of business) (collectively, the payments to be made at Closing. To the extent Acquiror and ETP"Interim Period Reimbursable Liabilities," which, on behalf of the Contributor Partiestogether with Interim Period Cash Flow, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount"Reimbursable Cash").”

Purchase Price Adjustment. (ai) Not later than five At least two (2) Business Days prior to the Closing Date, Seller shall, or shall cause the Contributor Parties Company to, prepare and shall prepare in good faith and deliver to Acquiror Purchaser a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date), which balance sheet will shall be prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP, applied consistently ”) on a basis consistent with and in accordance with the Contributor Parties’ past practices Accounting Principles, setting forth (including its preparation x) an estimated consolidated balance sheet of the Unaudited Financial StatementsCompany as of 12:01 a.m. New York City time on the Closing Date (such time, the “Measurement Time”) and (y) Seller’s good faith calculation of (A) the Base Purchase Price, (B) the estimated amount of Working Capital as of the Measurement Time (the “Estimated Working Capital Amount”), (C) the estimated amount of Closing Indebtedness as of the Measurement Time (the “Estimated Closing Date Balance SheetIndebtedness”) and (D) the estimated amount of the Transaction Expenses (the “Estimated Transaction Expenses”), in each case, based on the most recent financial Company’s books and records and other information available at the time, and the Base Purchase Price will be calculated based on such estimates. Following delivery of the Compression Group Entities reasonably available Estimated Closing Statement, Purchaser shall be given reasonable access to the Contributor Parties relevant books, records, information and personnel and representatives of each of Seller, the Company and its Subsidiaries (including the Company’s working papers and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity working papers of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceCompany’s independent accountants, if any, between relating to the Net Working Capital shown on preparation of the Estimated Closing Date Balance Sheet (Statement) as Purchaser or its representatives may request for the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation purposes of the Debt shown on reviewing the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”)Statement, (iv) a calculation of the Cash shown on and Seller shall consider in good faith any comments or suggested modifications to the Estimated Closing Date Balance Sheet (Statement suggested by Purchaser and its representatives. Seller shall, and shall cause the “Estimated Closing Date Cash Amount”) Company, its Subsidiaries and (v) a calculation each of the estimated Purchase Price Adjustment Amount. Acquiror shall have the righttheir respective representatives to, following Acquiror’s receipt cooperate in good faith to answer any questions and use commercially reasonable efforts to resolve any legitimate issues raised by Purchaser or its representatives in connection with their review of their review of the Estimated Adjustment Closing Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (ai) Not later than five Business Days prior to Within one-hundred-twenty (120) days following the Closing Date, the Contributor Parties Non-Real Estate Buyer shall prepare in good faith and deliver to Acquiror Sellers a preliminary settlement statement (in its final and binding form, the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown as of 11:59 p.m. Central Time, on the Estimated date immediately preceding the Closing Date Balance Sheet (the “Estimated Closing Net Working Capital”) and the Cash Portion calculated therefrom. The Closing Statement shall be prepared (A) using the same quarterly and year-end accounting closing practices as those used for Sellers’ consolidated quarterly and year-end accounting closings presented by Sellers to the Non-Real Estate Buyer from the period between January 1, 2010 and June 30, 2011 and (B) consistent with the accounting principles, methods, policies, practices, procedures, estimation methods, treatments and categorizations (collectively, the “Accounting Principles”) set forth on the Net Working Capital Threshold, (iii) a calculation Schedule. Sellers shall give the Non-Real Estate Buyer reasonable access to Sellers’ books and records and shall cooperate with the Non-Real Estate Buyer in connection with the preparation of the Debt shown Closing Statement. Following Sellers’ receipt of the Closing Statement, and until the Closing Net Working Capital and the resulting Cash Portion are finally determined pursuant to this Section 2.7(c), Sellers and their representatives and agents shall be permitted to review the Non-Real Estate Buyer’s books and records related to the Non-Real Estate Buyer’s preparation of the Closing Statement and determination of the Closing Net Working Capital. The Closing Statement shall become final and binding upon the parties thirty (30) days following Sellers’ receipt thereof, unless Sellers give written notice of their disagreement (a “Notice of Disagreement”) to the Non-Real Estate Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by the Non-Real Estate Buyer, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the Estimated Closing Date Balance Sheet earliest of (x) the date the parties hereto resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm. During the thirty (30) days following delivery of a Notice of Disagreement, the Non-Real Estate Buyer and Sellers shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, the Non-Real Estate Buyer shall be permitted to review Sellers’ working papers relating to the Notice of Disagreement. At the end of such thirty (30)-day period, the Non-Real Estate Buyer and Sellers shall submit to Xxxxxxxx Xxxxx, Inc. or, if Xxxxxxxx Xxxxx, Inc. is not available, then to Mesirow Financial Holdings, Inc. or, if Mesirow Financial Holdings, Inc. is not available, then to a nationally recognized valuation or consulting firm as is acceptable to Sellers and the Non-Real Estate Buyer (the “Estimated Closing Date DebtValuation Firm”), for review and resolution of all matters (ivbut only such matters) that remain in dispute, and the Valuation Firm shall make a calculation final determination of the Closing Net Working Capital and the resulting Cash shown Portion in accordance with the guidelines and procedures set forth in this Agreement. The Non-Real Estate Buyer and Sellers will cooperate with the Valuation Firm during the term of its engagement. The Valuation Firm’s determination of the Closing Net Working Capital and the resulting Cash Portion shall be based solely on written presentations submitted by the Non-Real Estate Buyer and Sellers which are in accordance with the guidelines and procedures (including the definition of the Net Working Capital) set forth in this Agreement (i.e., not on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”basis of an independent review) and in the Net Working Capital Schedule. The Valuation Firm shall consider only the disputed matters that were included in the Notice of Disagreement and the Valuation Firm may not assign a value to any item in dispute greater than the greatest value assigned by the Non-Real Estate Buyer, on the one hand, or Sellers, on the other hand, or less than the smallest value for such item assigned by the Non-Real Estate Buyer, on the one hand, or Sellers, on the other hand. The Closing Statement shall become final and binding on the Parties on the date the Valuation Firm delivers its final resolution in writing to the Parties (vwhich the Valuation Firm shall be instructed to deliver not more than forty-five (45) a calculation days following submission of such disputed matters). The fees and expenses of the estimated Purchase Price Adjustment Amount. Acquiror Valuation Firm shall have be allocated based upon the right, following Acquiror’s receipt percentage which the portion of the Estimated Adjustment Statementcontested amount not awarded to each Party bears to the amount actually contested by such Party in the written presentation to the Valuation Firm. For example, to object thereto by delivering written notice to ETPif the Non-Real Estate Buyer submits a Notice of Disagreement for $1,000, on behalf and if Sellers contest only $500 of the Contributor Partiesamount claimed by the Non-Real Estate Buyer, no later than two Business Days before and if the Closing Date. To Valuation Firm ultimately resolves the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf dispute by awarding Non-Real Estate Buyer $300 of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date$500 contested, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes costs and expenses of the payments Valuation Firm will be allocated 60% (i.e., 300/500) to be made at Closing. To the extent Acquiror Sellers and ETP40% (i.e., on behalf of the Contributor Parties, resolve any such objection prior 200/500) to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountNon-Real Estate Buyer.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to As promptly as practicable and in any event within 90 days after the Closing Date, the Contributor Parties WEC shall at its expense prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth Purchaser (i) an estimated combined audited balance sheet of the Compression Group Entities Business (excluding the assets and liabilities of STC contemplated by Section 5.25) (the "Closing Balance Sheet") as of the close of business on the Closing DateDate in accordance with GAAP applied on a consistent basis with the Financial Statements and (ii) an audited statement of Net Assets acquired (the "Statement of Net Assets Acquired") setting forth the Closing Balance Sheet with adjustments to eliminate assets not acquired and liabilities not assumed by Purchaser pursuant to the Agreement to arrive at Net Assets Acquired. In addition, which balance sheet a statement (the "Statement") will be prepared and audited setting forth the Net Assets Acquired with adjustments to eliminate all noncurrent assets and all environmental liabilities to arrive at Net Assets (as defined below) as of the close of business on the Closing Date ("Closing Net Assets"), together with special purpose reports of WEC's independent auditors to the effect that the Statement of Net Assets Acquired and the Statement have been prepared and audited in compliance with the requirements of this Section 2.5. Purchaser shall cause the employees of the Business to assist WEC in the preparation of the Closing Balance Sheet, the Statement of Net Assets Acquired and the Statement and shall provide WEC and its independent auditors on-site access at all reasonable times to the personnel, properties, books and records of the Business for such purposes. Purchaser acknowledges that WEC shall have the primary responsibility and authority for preparing the Closing Balance Sheet, the Statement of Net Assets Acquired and the Statement. During the 60-day period following Purchaser's receipt of the Statement, Purchaser and its independent auditors shall be permitted to review the working papers of WEC and its independent auditors relating to the Statement. The Statement shall become final and binding upon the parties on the 60th day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Statement ("Notice of Disagreement") to WEC prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted, and only include disagreements based on mathematical errors or based on Closing Net Assets not being calculated in accordance with GAAP, applied consistently this Section 2.5. If a Notice of Disagreement complying with the Contributor Parties’ past practices preceding sentence is received by WEC in the period specified, then the Closing Net Assets set forth in the Statement shall be deemed adjusted as provided in the Notice of Disagreement and that adjusted calculation shall become final and binding upon the parties at 5:00 p.m., New York City time on the tenth (including its preparation 10th) day following the date of receipt of the Unaudited Financial Statements) (Notice of Disagreement, unless prior to that time WEC shall have notified Purchaser in writing of its objection to the “Estimated Closing Date Balance Sheet”) based Notice of Disagreement. In the event that WEC notifies Purchaser prior to 5:00 p.m., New York City time on the most recent financial information tenth (10th) day following the date of receipt of the Compression Group Entities reasonably available Notice of Disagreement of its objection to the Contributor Parties Notice of Disagreement, then the Statement as revised in accordance with the resolutions that result from clause (I) or (II) below and the Contributor Parties’ reasonable estimates following paragraph shall become final and binding upon the earlier of (I) the date WEC and Purchaser resolve in writing any differences they have with respect to the assetsmatters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm in accordance with the following paragraph. During the 60-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, liabilities WEC and members’ equity Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period WEC and its independent auditors shall have reasonable on-site access during normal business hours to the personnel, properties, books, records, schedules, analyses and working papers of the Compression Group Entities as Business and shall be permitted to review and make copies reasonably required of the Closing Date, working papers of Purchaser or its representatives and its independent auditors (iiif any) a calculation relating to the preparation of the differenceNotice of Disagreement. If, if anyat the end of such 60-day period, between WEC and Purchaser have not so resolved such differences, WEC and Purchaser shall submit to the Net Working Capital shown Accounting Firm for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. WEC and Purchaser shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Accounting Firm. WEC and Purchaser agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.5 shall be borne by WEC and Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the Estimated Closing Date Balance Sheet (merits of the “Estimated Net Working Capital”) matters submitted. The fees and expenses of WEC's independent auditors incurred in connection with the issuance of their special purpose report relating to the Statement and review of any Notice of Disagreement shall be borne by WEC, and the Net Working Capital Threshold, (iii) a calculation fees and expenses of Purchaser's independent auditors incurred in connection with their review of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountborne by Purchaser.”

Purchase Price Adjustment. (a) Not later than five Estimates. At least two (2) Business Days prior to the Closing DateClosing, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror Buyer a preliminary settlement statement (in the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Dateformat of, which balance sheet will be prepared consistent with and in accordance with GAAPthe Accounting Principles and the example set forth in, applied consistently Exhibit B and in accordance with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) this Agreement (the “Estimated Closing Date Balance SheetStatement”), setting forth a reasonably detailed determination of Seller’s good faith estimate of (i) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on as of the Estimated Closing Date Balance Sheet Measurement Time (the “Estimated Net Working Capital”), together with reasonably detailed supporting information, (ii) and the amount, if any, by which the Estimated Net Working Capital Thresholdexceeds the Target Net Working Capital (the “Estimated Net Working Capital Excess”), (iii) a calculation of the Debt shown on amount, if any, by which the Target Net Working Capital exceeds Estimated Closing Date Balance Sheet Net Working Capital (the “Estimated Closing Date DebtNet Working Capital Deficiency”), (iv) a calculation the estimated amount of Cash on Hand as of the Cash shown on the Measurement Time (“Estimated Closing Date Balance Sheet Cash”), (v) the Seller Transaction Expenses (the “Estimated Closing Date Cash AmountSeller Transaction Expenses”), (vi) the Company Indebtedness (the “Estimated Company Indebtedness”) and (vvii) a calculation of the estimated resulting Initial Purchase Price Adjustment Amount. Acquiror shall have calculated in accordance with Section 2.2(a) (Purchase Price) using the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objectionforegoing amounts as inputs; provided, however, that if Acquiror and ETP, on behalf any Estimated Seller Transaction Expense or Estimated Company Indebtedness that has been taken into account in the calculation of Estimated Closing Cash shall not be double counted. The Initial Purchase Price shall be adjusted after Closing pursuant to Section 2.3(b) (Post-Closing Purchase Price Reconciliation). Following delivery of the Contributor PartiesEstimated Closing Statement, are unable to resolve such objection prior to the Closing Dateextent reasonably requested by Xxxxx, then the Contributor Parties’ calculations as reflected Seller shall make available to Buyer supporting documentation used in preparing the Estimated Adjustment Statement Closing Statement. Seller shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior consider in good faith Xxxxx’s comments to the Closing, then Estimated Closing Statement and make such modifications to the Parties shall jointly agree on a revised Estimated Adjustment Closing Statement that shall control solely for purposes as Seller determines in good faith are necessary to achieve conformity with the requirements of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountthis Agreement.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to On the business day immediately preceding the Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror a preliminary settlement PRGI, an estimated cash flow statement of total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the “Estimated Adjustment "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement”) setting forth "). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceamount, if any, between by which disbursements to Seller during said period (but not including the Net Working Capital shown distribution to Owners of any cash or cash equivalents in the Business as of the close of business on August 31, 1998) exceed the Estimated commissions paid to Seller for audit and related management counseling services performed by Seller prior to the Effective Date solely in his capacity as an auditor in connection with claims submitted to suppliers of Customers prior to Closing, and (ii) any amounts paid during the period from and including the Effective Date to and including the Closing Date Balance Sheet in respect of the following liabilities: (the “Estimated Net Working Capital”A) and the Net Working Capital ThresholdSeller Transaction Expenses, (iiiB) a calculation of non-trade payables (meaning those not directly related to the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”Business to be acquired by PRGI pursuant hereto), (ivC) a calculation non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Cash shown on the Estimated Closing Effective Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation in respect of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto accounts receivable collected by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection Seller prior to the Closing Effective Date; (E) all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or for commissions owed to Seller for audit and related management counseling services performed by Seller solely in his capacity as an auditor in connection with claims submitted to suppliers of Customers prior to Closing), then and (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Contributor Parties’ calculations as reflected Business to be acquired by PRGI pursuant hereto incurred in the Estimated Adjustment Statement shall control solely for purposes ordinary course of business) (collectively, the payments to be made at Closing. To "Interim Period Reimbursable Liabilities," which, together with the extent Acquiror and ETPInterim Period Cash Flow, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount"Reimbursable Cash").”

Purchase Price Adjustment. (a) Not The Initial Purchase Price shall be subject to adjustment as set forth in this Section 3.5 (the “Purchase Price Adjustment”). As promptly as practicable, but in no event later than five Business Days prior to 75 days, after the Closing Date, the Contributor Parties Purchaser shall prepare in good faith and deliver to Acquiror Seller a preliminary settlement statement schedule (the “Estimated Adjustment StatementPurchaser’s Closing Schedule”) prepared in accordance with the Accounting Principles setting forth (i) an estimated combined balance sheet in reasonable detail Purchaser’s calculation of the Compression Group Entities Working Capital as of the Closing DateDate (“Closing Working Capital”), along with a copy of the computations and work papers used in connection with the preparation of Purchaser’s Closing Schedule. If Purchaser employs a firm of independent accountants in connection with the preparation of Purchaser’s Closing Schedule, Purchaser shall cause such independent accountants to deliver to Seller any computations and work papers used in the preparation of Purchaser’s Closing Schedule, subject to Seller having entered into a customary agreement with such firm of independent accountants regarding the use of such work papers, the confidentiality thereof and similar matters. Purchaser will give Seller and its representatives reasonable access, during the normal business hours of Purchaser, to all personnel, books and records (including bank statements, collection information and other accounts receivable information) of the Companies as reasonably requested by Seller to assist it in its review of Purchaser’s Closing Schedule. Seller will notify Purchaser in writing (“Seller’s Dispute Notice”) within 30 days after receiving Purchaser’s Closing Schedule if Seller disagrees with Purchaser’s calculation of Closing Working Capital as set forth in Purchaser’s Closing Schedule, which balance sheet will be prepared notice shall set forth in accordance with GAAPreasonable detail the basis for such disagreement, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties dollar amounts involved and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as Seller’s calculation of the Closing DateWorking Capital. If no Seller’s Dispute Notice is received by Purchaser within such 30-day period, (ii) a then, in such case, Purchaser’s calculation of the difference, if any, between the Net Closing Working Capital shown on as set forth in Purchaser’s Closing Schedule shall be final and binding upon the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountparties hereto.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to Within 75 days after the Closing Date, the Contributor Parties Buyer shall prepare in good faith and deliver to Acquiror Sellers a preliminary settlement statement setting forth its calculation of closing working capital (the “Estimated Adjustment Closing Working Capital”), which statement shall be substantially in the form of Exhibit A (the “Closing Working Capital Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the ). The Closing Date, which balance sheet will Working Capital Statement shall be prepared in accordance with GAAP, the income tax basis of accounting (the “Company Accounting Method”) applied consistently on a consistent basis with the Contributor Parties’ past practices (including its Financial Statements and in the form set forth on Exhibit A. Sellers shall have the right to participate in and observe the process of the preparation of the Unaudited Financial StatementsClosing Working Capital Statement, including (if applicable) the taking of a physical inventory and the pricing thereof, and such access as they may reasonably request to any books, records, work papers or other information relating to the Closing Working Capital Statement. Sellers shall have 30 days following the receipt of such Closing Working Capital Statement to review the Closing Working Capital Statement. If Sellers agree on the calculation of the Closing Working Capital as set forth in the Closing Working Capital Statement, such calculation shall be binding on the parties. If Sellers do not agree with the calculation of the Closing Working Capital, then Sellers shall provide Buyer with a written notice of disagreement (the “Estimated Closing Date Balance SheetWorking Capital Notice”) based on specifying in reasonable detail the most recent financial information items of disagreement and the reasons therefor prior to the expiration of the Compression Group Entities reasonably available 30 day period. If Sellers do not deliver the Working Capital Notice within the aforementioned 30 day period, then Sellers will be deemed to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as have accepted Buyer’s calculation of the Closing DateWorking Capital. During the 15 day period following delivery and receipt of the Working Capital Notice (the “Resolution Period”), (ii) a Buyer and Sellers shall use their good faith efforts to resolve any disputed issues as to the calculation of the differenceClosing Working Capital. If during the Resolution Period, if any, between the Net Working Capital shown Buyer and Sellers agree on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown Closing Working Capital, such determination shall be final and binding on the Estimated parties. Sellers shall be given reasonable access to Buyer’s books and records and accountant work papers necessary for the calculation and verification of Closing Date Balance Sheet (the “Estimated Closing Date Debt”)Working Capital, (iv) a calculation including accountant work papers necessary to verify consistency of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amounttreatment.”

Purchase Price Adjustment. (a) Not later At least three (3) Business Days, but no more than five (5) Business Days Days, prior to the Closing, Seller shall prepare and deliver to Buyer (i) an estimated consolidated balance sheet of the Company Entities as of immediately prior to the Closing Date(the “Estimated Closing Balance Sheet”), the Contributor Parties shall prepare in good faith and deliver to Acquiror (ii) a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as Company’s good faith estimates of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Cash-on-Hand (the “Estimated Closing Date Balance SheetCash-on-Hand”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets), liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Closing Date DebtIndebtedness”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet Net Working Capital (the “Estimated Closing Date Cash AmountNet Working Capital”), the Company Expenses (the “Estimated Company Expenses”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement resulting therefrom (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price”). The Estimated Closing Balance Sheet, the Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital, and the Estimated Company Expenses shall each be calculated in accordance with the Agreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement until the Closing, Seller shall, and shall cause the Company Entities to (x) provide Buyer and its representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company Entities and to the senior management personnel and outside advisors of the Company Entities familiar with the Estimated Closing Balance Sheet, Estimated Closing Statement or the Agreed Accounting Principles, in each case to the extent reasonably requested by Buyer or any of its representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement, provided, that such access or related activities may be virtual (as opposed to in-person) to the extent necessary due to COVID-19 or COVID-19 Measures, and (y) cooperate with Buyer and its representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement (and otherwise take all reasonably requested actions to facilitate such review). The Seller shall consider in good faith any reasonable input from Buyer and, to the extent reasonably necessary in light of such input or because of Invoices or Payoff Letters delivered or updated after delivery of an initial Estimated Closing Statement, revise and redeliver the Estimated Closing Statement to Buyer and Estimated Closing Cash-on-Hand, Estimated Closing Net Working Capital, Estimated Company Expenses and the Estimated Purchase Price Adjustment Amountshall be updated to reflect any changes in the Estimated Closing Balance Sheet as so delivered.”

Purchase Price Adjustment. (a) Not As promptly as practicable (but not later than five Business Days prior to sixty (60) days) following the Closing Date, Buyer shall (i) prepare, in accordance with the Contributor Parties shall prepare Accounting Principles and in good faith a manner consistent with the illustration set forth on Exhibit C, and deliver to Acquiror Parent and Vectron a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined consolidated balance sheet of the Compression Group Entities Acquired Business (excluding, for the avoidance of doubt, the Excluded Assets, Excluded Liabilities, the Due Diligence Fee Amount and any intercompany accounts involving Parent, Vectron, the Equity Seller or any Affiliate thereof (on the one hand) and the Acquired Company or any Asset Seller (on the other hand)) as of the close of business on the Business Day immediately preceding the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Date (the “Estimated Preliminary Closing Date Balance Sheet”) based on the most recent financial information and (ii) prepare and deliver to Parent and Vectron a certificate setting forth in reasonable detail Buyer’s calculation of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities (A) Working Capital as of the close of business on the Business Day immediately preceding the Closing DateDate (the “Preliminary Working Capital Determination”), (iiB) a calculation Cash and Cash Equivalents as of the differenceclose of business on the Business Day immediately preceding the Closing Date (the “Preliminary Cash Determination”) and (C) Transaction Expenses (the “Preliminary Transaction Expenses Determination” and, if anytogether with the Preliminary Closing Date Balance Sheet, between the Net Preliminary Working Capital shown on Determination and the Estimated Preliminary Cash Determination, the “Preliminary Closing Statement”). (b) Parent and Vectron shall have an opportunity to review the Preliminary Closing Statement for a period of forty-five (45) days after receipt thereof. If Parent and Vectron disagree with any aspect of the Preliminary Closing Statement, such Parties shall together deliver one and only one written notice to Buyer prior to the expiration of such forty-five (45) day period indicating in reasonable detail the basis for such disagreement (a “Dispute Notice”). If Parent and Vectron do not deliver a Dispute Notice prior to or as of the expiration of such forty-five (45) day period, then the Preliminary Closing Date Balance Sheet and the Preliminary Working Capital Determination, Preliminary Cash Determination and Preliminary Transaction Expenses Determination set forth in the Preliminary Closing Statement shall be final and binding on the Parties, effective as of the expiration of such forty-five (45) day period, as the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (Sheet,” the “Estimated Closing Date Debt”), (iv) a calculation of Working Capital,” the Cash shown on the Estimated “Closing Date Balance Sheet (Cash” and the “Estimated Closing Date Cash Amount”Transaction Expenses,” respectively. (c) and If Vectron delivers a Dispute Notice to Buyer in a timely manner, the Parties shall attempt in good faith to resolve the disagreements set forth in such Dispute Notice for a period of forty-five (v45) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquirordays (or such longer period as they may mutually agree in writing) after Buyer’s receipt of such Dispute Notice. During such period, each of Vectron and Buyer shall be permitted to discuss with the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf other Party the Preliminary Closing Statement and shall be provided copies of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects such work papers and supporting records related to the Estimated Adjustment items set forth on the Preliminary Closing Statement (or as it may reasonably request from the other Party so as to allow it to become informed regarding the calculation of such items and the accounting procedures, methodologies, tests and approaches used in connection therewith; provided that neither Party’s accountants shall be obligated to make any component thereof), Acquiror work papers available except in accordance with such accountants’ normal disclosure procedures and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any then only after such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”firm has signed a

Purchase Price Adjustment. (a) Not later No earlier than five (5) and at least three (3) Business Days prior to the Closing Date, the Contributor Parties Company shall prepare deliver to Buyer, a statement that is certified by the Company’s Chief Financial Officer containing the following items (as may be revised in accordance with the last sentence of this Section 2.8(a), the “Preliminary Closing Statement”): (i) a good faith estimate of the Aggregate Closing Date Consideration and each of the components thereof listed in the definition thereof (as may be revised in accordance with the last sentence of this Section 2.8(a), the “Aggregate Closing Date Consideration Estimate”), including (A) Closing Working Capital (the “Working Capital Estimate”) and the resulting Working Capital Overage or Working Capital Underage, (B) Closing Indebtedness, (C) Closing Cash and (D) the Seller Expenses, including an itemized list thereof specifying the amount of each such Seller Expense, in each case calculated in accordance with the Balance Sheet Rules (clauses (A) through (D) inclusive, the “Consideration Elements”) and (ii) reasonable supporting detail of all of the foregoing. Concurrently with the delivery of the Preliminary Closing Statement, the Company shall deliver to Buyer (1) the Distribution Waterfall Schedule based on the foregoing estimates and (2) the Pro Rata Share Schedule, each of which shall have been prepared in good faith by the Company and deliver in the form provided to Acquiror a preliminary settlement statement Buyer prior to the execution of this Agreement, with only (x) updates to reflect the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet amount of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Aggregate Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties Consideration Estimate (and the Contributor Parties’ reasonable estimates with respect to the assetsDistribution Waterfall, liabilities any Consideration Elements reflected therein) and members’ equity any change to the number of outstanding Company Units to reflect the outstanding Company Units at Closing and (y) any changes agreed to by the Company and Buyer to correct manifest error. The Company and each of its Subsidiaries shall provide Buyer and its Representatives reasonable access to all the properties, books, Contracts and records of the Compression Company Group Entities as and such Representatives of the Closing Date, Company Group (iiincluding the Company’s accountants) a calculation relevant to Buyer’s review of the difference, if any, between the Net Working Capital shown on the Estimated Preliminary Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”Statement in accordance with this Section 2.8(a), subject to clause (iv) a calculation of the Cash shown on Access and Assistance Limitations and the Estimated Closing Date Balance Sheet limitations set forth in Section 7.2(b). The Company shall review comments proposed by Buyer with respect to the foregoing and will consider (the “Estimated Closing Date Cash Amount”in good faith) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects incorporate any changes it reasonably deems appropriate to the Estimated Adjustment Preliminary Closing Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (a) Not later than five At least three (3) Business Days prior to the Closing Date, the Contributor Parties Company shall prepare in good faith and deliver to Acquiror Buyer a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet in reasonable detail the Company’s good faith estimates of the Compression Group Entities as calculations of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) Cash-on-Hand (the “Estimated Closing Date Balance SheetCash-on-Hand”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets), liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Closing Date DebtIndebtedness”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet Net Working Capital (the “Estimated Closing Date Cash AmountNet Working Capital”), the Company Expenses (the “Estimated Company Expenses”) and (v) a the calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement resulting therefrom (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price”). The Estimated Closing Statement shall also provide, as determined by the Company and Seller Representative, the Pro Rata Portion for each Seller, as well as the Estimated Purchased Units Purchase Price, the Estimated Parthenon Purchased Shares Purchase Price Adjustment Amountand the Estimated Stellus Purchased Shares Purchase Price. The Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital and the Estimated Company Expenses shall each be calculated in accordance with the Agreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. From and after delivery of the Estimated Closing Statement until the Closing, the Company shall use commercially reasonable efforts to (i) provide Buyer and its Representatives with reasonable access to the books and records of the Company Entities and to senior management personnel of the Company Entities, in each case, to the extent reasonably requested by Buyer or any of its Representatives in connection with their review of the Estimated Closing Statement and (ii) provide copies of information, data and work papers (in each case, subject to the execution of customary confidentiality and work paper access letters, if requested) and to the extent reasonably requested by Buyer in connection with its review of the Estimated Closing Statement to the extent related to the calculations of Estimated Closing Cash-on-Hand, Estimated Closing Indebtedness, Estimated Closing Net Working Capital and Estimated Company Expenses.”

Purchase Price Adjustment. (a) Not later less than five three Business Days prior to the anticipated Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror Purchaser a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth (i) an estimated combined balance sheet Seller’s good faith estimate of the Compression Group Entities Closing Cash as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices Reference Time (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance SheetCash”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date), (ii) a calculation Seller’s good faith estimate of Closing Working Capital Excess or Closing Working Capital Shortfall as of the difference, if any, between the Net Reference Time (“Estimated Closing Working Capital shown on the Excess” or “Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital ThresholdShortfall”, as applicable), (iii) a calculation Indebtedness as of the Debt shown on Reference Time (but giving effect to any subsequent incurrence of Indebtedness prior to the Estimated Closing) (“Closing Date Balance Sheet (the “Estimated Closing Date DebtIndebtedness”), (iv) a calculation Transaction Expenses incurred but not paid prior to the Closing (“Closing Transaction Expenses”), (v) the Change of Control Payments to the Cash shown on extent not paid prior to the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash AmountChange of Control Payments”) and (vvi) a calculation the Initial Closing Date Amount. The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles and be accompanied with reasonable supporting information used by Seller in the preparation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt estimates of each component of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Initial Closing Date. To the extent Acquiror timely objects Date Amount and invoices or similar supporting documentation with respect to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the estimated Closing Date, then the Contributor Parties’ calculations as reflected Transaction Expenses set forth in the Estimated Adjustment Closing Statement. Prior to the Closing, Purchaser shall have an opportunity to review the Estimated Closing Statement and discuss such statement with the persons responsible for its preparation, and Seller shall, and shall control solely for purposes of cause the payments Group Companies to, reasonably cooperate with Purchaser in good faith to be made at Closingrespond to any questions regarding the Estimated Closing Statement. To If Purchaser and Seller mutually agree to any modifications to any items set forth in the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection Estimated Closing Statement prior to the Closing, then the Parties Estimated Closing Statement shall jointly agree be revised to reflect such modifications, and the document so modified shall constitute the Estimated Closing Statement. Purchaser’s opportunity to review shall in no event delay the Closing or the Closing Date and if Purchaser and Seller disagree on a revised any items set forth in the Estimated Adjustment Closing Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes end of such review period, without any prejudice to Purchaser’s rights under other clauses of this Section 1.04, Seller’s positions shall be reflected in the payments to be made at the Estimated Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountStatement.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to Within sixty (60) days after the Closing Date, the Contributor Parties Buyer shall prepare in good faith and deliver to Acquiror the Shareholders Representative (i) a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities Working Capital as of the close of business on the Closing DateDate (“Closing Working Capital”), which balance sheet will (ii) the Real Estate Adjustment and (iii) a statement (the “Closing Cash Statement”) setting forth the aggregate amount of any and all Company Cash as of the close of business on the Closing Date (collectively, the “Adjustment Statements”). Notwithstanding anything herein to the contrary, Closing Working Capital shall not include any amount included in the determination of Certified Indebtedness, the Certified Company Cash Amount or Certified Selling Expenses. The Statement shall be prepared in accordance with GAAP, applied consistently with GAAP as used in the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (Sample Working Capital Statement, as modified by the “Estimated Closing Date Balance Sheet”) based Agreed Principles and in a format substantially similar to, and using accounting principles, practices, methodologies and policies consistent with those used in the preparation of, the Sample Working Capital Statement, except that Buyer is permitted to conduct a physical inventory on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of or near the Closing Date, (ii) a calculation at Buyer’s cost and expense, for purposes of preparing the Statement. The parties acknowledge and agree that if the Closing Date had been May 31, 2012, the Closing Working Capital would have been as set forth on the Sample Working Capital Statement, and that the preparation of the difference, if any, between Statement and the Net determination of the actual Closing Working Capital shown pursuant to this Section 2.3(a) are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies from those used to determine Working Capital as set forth on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Sample Working Capital Threshold, Statement. Within thirty (iii30) a calculation days following receipt by the Shareholders Representative of the Debt shown on Adjustment Statements, the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror Shareholders Representative shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering deliver written notice to ETP, on behalf Buyer of any dispute the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Shareholders have that any Adjustment Statement has not been prepared on a basis consistent with the requirements of this Section 2.3(a) or Section 2.7, as applicable (or any component thereof), Acquiror and ETP, on behalf such written notice shall set forth a detailed description of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objectiondispute); provided, however, that if Acquiror and ETP, the Shareholders Representative (on behalf of the Contributor PartiesShareholders) may not dispute the accounting principles, practices, methodologies and policies used in preparing the Statement to the extent they are unable consistent with GAAP as used in the preparation of the Sample Working Capital Statement, as modified by the Agreed Principles. If the Shareholders Representative does not so notify Buyer of a dispute with respect to the Adjustment Statements within such thirty (30)—day period, such Adjustment Statements will be final, conclusive and binding on the parties. In the event of such notification of a dispute, the parties shall negotiate in good faith to resolve such objection dispute. If Buyer and the Shareholders Representative, notwithstanding such good faith efforts, fail to resolve all or any portion of such dispute within thirty (30) days after the Shareholders Representative advises Buyer of the dispute, then Buyer and the Shareholders Representative jointly shall engage the firm of McGladrey LLP (or if McGladrey LLP cannot or is unwilling to serve in such capacity, a nationally recognized, independent public accounting firm selected by mutual agreement of the Shareholders Representative and Buyer, or if they cannot agree, selected by mutual agreement of the independent public accounting firms regularly used by the Company (prior to the Closing Date, then the Contributor Parties’ calculations as reflected ) and by Buyer in the Estimated Adjustment Statement shall control solely for purposes conduct of their respective businesses) (the “Accounting Firm”), acting as experts and not as arbitrators, to resolve the dispute, or any remaining portion thereof, on a basis consistent with the requirements of this Section 2.3 and Section 2.7, as applicable. The parties agree that they will request that the Accounting Firm render its reasoned written decision within thirty (30) days after referral of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior dispute to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely Accounting Firm for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”decision pursuant

Purchase Price Adjustment. (a) Not later than At the Closing, the Company shall deliver to the Purchaser a calculation of the Tangible Net Worth of the Company as of the Closing, which calculation shall be reasonably acceptable to the Purchaser. If the Tangible Net Worth of the Company as shown in such calculation shall exceed $1,000,000, the Purchaser shall thereupon deliver to the Representative on behalf of the Stockholders a promissory note in the form of Exhibit E hereto (the "Note") in the principal amount equal to the amount by which the Tangible Net Worth of the Company exceeds $1,000,000, which Note shall be payable in full within five Business Days prior days after the Reconciliation Date. All obligations under the Note shall thereupon be assigned to and assumed by the Company, and the Purchaser shall remain obligated thereunder. Promptly after the Closing Date, the Contributor Parties Company shall cause Ernst & Young LLP to prepare in good faith and deliver to Acquiror a preliminary settlement statement an unaudited balance sheet (the “Estimated Adjustment Statement”"Closing Balance Sheet") setting forth (i) an estimated combined balance sheet of for the Compression Group Entities Company as of the close of business on the Closing Date, which balance sheet will . The Closing Balance Sheet shall be prepared in accordance with GAAP, applied GAAP consistently with applied. If the Contributor Parties’ past practices (including its preparation Tangible Net Worth of the Unaudited Financial Statements) (Company, as shown on the “Estimated Closing Date Balance Sheet”) based on , shall differ from the most recent financial information calculation of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of Company's Tangible Net Worth made on the Closing Date, (ii) a calculation the principal amount of the differenceNote shall be increased or decreased accordingly, if anyso that the principal amount of the Note, between as so adjusted, reflects the amount by which the Tangible Net Working Capital Worth of the Company as shown on the Estimated Closing Balance Sheet exceeds $1,000,000. If the Tangible Net Worth as calculated on the Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Thresholdshall not have exceeded $1,000,000, (iii) as a calculation result of the Debt shown which no Note was issued on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then but the Contributor Parties’ calculations as reflected Tangible Net Worth shown on the Closing Balance Sheet exceeds $1,000,000, a Note in the Estimated Adjustment Statement principal amount of such excess shall control solely for purposes of be issued by the payments Purchaser and assigned to be made at Closing. To and assumed by the extent Acquiror Company, and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties Purchaser shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountremain obligated thereunder.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to On the business day immediately preceding the Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror a preliminary settlement PRGI, an estimated cash flow statement of total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the “Estimated Adjustment "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement”) setting forth "). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceamount, if any, between by which disbursements to Seller during said period exceed the Net Working Capital shown amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) any amounts paid during the Estimated period from and including the Effective Date to and including the Closing Date Balance Sheet in respect of the following liabilities: (the “Estimated Net Working Capital”A) and the Net Working Capital ThresholdSeller Transaction Expenses, (iiiB) a calculation of non-trade payables (meaning those not directly related to the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”Business to be acquired by PRGI pursuant hereto), (ivC) a calculation non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Cash shown on the Estimated Closing Effective Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation in respect of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto accounts receivable collected by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection Seller prior to the Closing Effective Date; (E) all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or advances made to Associates or Employees on or after the Effective Date), then and (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Contributor Parties’ calculations as reflected Business to be acquired by PRGI pursuant hereto incurred in the Estimated Adjustment Statement shall control solely for purposes ordinary course of business) (collectively the payments to be made at Closing. To "Interim Period Reimbursable Liabilities," which, together with the extent Acquiror and ETPInterim Period Cash Flow, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount"Reimbursable Cash").”

Purchase Price Adjustment. (a) Not 2.5.1. Estimated Balance Sheet and Estimated Closing Statement. The Company will in good faith prepare and deliver, or cause to be prepared and delivered, to the Buyer not later than five three (3) Business Days prior to the Closing Date, (a) an estimated consolidated balance sheet of the Contributor Parties shall prepare in good faith Company (the “Estimated Closing Balance Sheet”) as of the Balance Sheet Time, and deliver to Acquiror (b) a preliminary settlement written statement (the “Estimated Adjustment Closing Statement”) setting forth in reasonable detail the Company’s good faith estimates of (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices Transaction Expenses (including its preparation of the Unaudited Financial Statementslisted by payee) (the “Estimated Closing Date Balance SheetTransaction Expenses”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date), (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet Transaction Bonus Payments (listed by payee) (the “Estimated Net Working CapitalTransaction Bonus Payments”) and the Net Working Capital Threshold), (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Company Indebtedness (the “Estimated Closing Date DebtCompany Indebtedness”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet Working Capital (the “Estimated Closing Date Cash Working Capital Amount”) and (v) a calculation Cash on Hand (the “Estimated Cash on Hand Amount”), in the case of clauses (iv) and (v), as of the estimated Purchase Price Adjustment AmountBalance Sheet Time as derived from the Estimated Closing Balance Sheet in accordance with the Accounting Principles. Acquiror shall have The Estimated Closing Balance Sheet, Estimated Transaction Bonus Payments, Estimated Transaction Expenses, Estimated Company Indebtedness, Estimated Working Capital Amount and Estimated Cash on Hand Amount set forth in the rightEstimated Closing Statement (x) will be prepared in accordance with the definitions thereof and, following Acquiror’s receipt solely in the case of the Estimated Adjustment StatementClosing Balance Sheet, to object thereto by delivering written notice to ETPEstimated Company Indebtedness, Estimated Working Capital Amount and Estimated Cash on behalf Hand Amount, the Accounting Principles in a manner and on a basis consistent with the preparation of the Contributor Partiessample balance sheet attached as Schedule 2.5.1(a) hereto (which, no later than two Business Days before solely for illustration purposes, assumes the Closing Date. To occurred on December 31, 2015) and (y) will solely be based on facts and circumstances as they exist prior to Closing and disregard any and all effects on the extent Acquiror timely objects to assets and liabilities of the Estimated Adjustment Statement Company as a result of the Contemplated Transactions (including any financing arrangements entered into by the Buyer or any component thereofof its Affiliates in connection with the Contemplated Transactions), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to Following the Closing Date, closing of Skyworks’ purchase of 66% FilterCo’s stock from Panasonic described in the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement Stock Purchase Agreement (the “Estimated Adjustment StatementClosing”), the Purchase Price will be increased or decreased by a post-Closing adjustment whereby a Closing net assets calculation will be determined in accordance with Schedule III attached hereto (and is made a part of the Stock Purchase Agreement as Schedule 2.6(b)) setting forth (i) an “Purchase Price Adjustment”). Schedule III attached hereto shows the estimated combined Closing balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) consolidated Filter Business for this Purchase Price Adjustment calculation (the “Estimated Target Closing Date Balance SheetSheet for PPA”) based on and the most recent financial information target Closing net assets for this Purchase Price Adjustment calculation (the “Target Closing Net Assets for PPA”) and, as a non-binding reference, an example of a hypothetical actual Closing balance sheet for the purpose of this Purchase Price Adjustment calculation. Within 90 calendar days following the Closing, Skyworks shall deliver the actual Closing balance sheet for this Purchase Price Adjustment calculation (the “Actual Closing Balance Sheet for PPA”) and its calculation of the Compression Group Entities reasonably available to actual Closing net assets (the Contributor Parties and the Contributor Parties’ reasonable estimates “Actual Closing Net Assets for PPA”). The Stock Purchase Agreement includes an expedited process for resolving disputes with respect to the assets, liabilities and members’ equity final determination of the Compression Group Entities as actual Closing net assets with Panasonic having 90 calendar days after its receipt of the Closing Date, (ii) a Skyworks’ calculation of the differenceactual Closing net assets to provide written notice of objection, the parties negotiating in good faith for 30 calendar days following receipt of any such objection and, if anyno resolution is reached, between referral to an independent valuation firm for a binding determination. If the final Actual Closing Net Working Capital shown on Assets for PPA exceed the Estimated Target Closing Date Balance Sheet (Net Assets for PPA, Skyworks will pay an amount equal to the “Estimated excess to Panasonic. If the final Actual Closing Net Working Capital”) and Assets for PPA are less than the Target Closing Net Working Capital ThresholdAssets for PPA, (iii) a calculation Panasonic will pay to Skyworks an amount equal to the shortfall. The payment of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated this Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To in US Dollars as converted from Japanese Yen to US Dollars based on the extent Acquiror and ETP, average exchange rate for the 30 calendar days ending on behalf of the Contributor Parties, resolve any such objection date prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (a) Not Estimated Closing Balance Sheet and Estimated Closing Statement. The Company will provide to Buyer no later than five three (3) Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities Company as of 12:01 a.m. Eastern Time on the Closing Date (as the same may be adjusted in response to any comments of Buyer and its Representatives provided prior to the Closing and agreed by the Company, the “Estimated Closing Balance Sheet”), together with (i) a written statement setting forth in reasonable detail its good faith estimates of the Closing DateDebt Amount, which balance sheet the Closing Cash Amount, the Capital Leases, the Net Working Capital as derived from the Estimated Closing Balance Sheet, and the Company Expenses (as the same may be adjusted in response to any comments of Buyer and its Representatives provided prior to the Closing and agreed by the Company, the “Estimated Closing Statement”) and (ii) a certification by the Company’s Chief Executive Officer that the Estimated Closing Balance Sheet and the Company’s estimates of the Closing Debt Amount, the Closing Cash Amount, the Capital Leases, the Company Expenses and Net Working Capital contained in the Estimated Closing Statement have been prepared in good faith in accordance with the Accounting Principles. The Company will provide Buyer and its Representatives commercially reasonable access to the work papers and other books and records of the Company for purposes of assisting Buyer and its Representatives in their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. Prior to Closing, the Parties shall cooperate in good faith to answer any questions and consider any issues raised by Xxxxx and its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. The Estimated Closing Balance Sheet and the determination of the Closing Debt Amount, Closing Cash Amount, the Capital Leases, the Company Expenses and Net Working Capital reflected on the Estimated Closing Statement will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial StatementsAccounting Principles. Estimated Closing Payment. The Closing Payment payable at Closing under Section 1.4(a) (the “Estimated Closing Date Balance SheetPayment”) based on shall be calculated using the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties estimated Closing Debt Amount, estimated Closing Cash Amount, estimated Capital Leases, estimated Company Expenses and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the estimated Net Working Capital shown (as applicable), each as set forth on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (a) Not later than five On or prior to the fifth Business Days Day prior to the Closing Date, the Contributor Parties shall prepare in good faith Stockholders’ Representative shall: (i) determine the Estimated Closing Working Capital and the Estimated Closing Debt; and (ii) deliver to Acquiror Buyer a preliminary settlement written statement (the “Estimated Adjustment Preliminary Statement”) setting forth in reasonable detail the calculation by the Stockholders’ Representative thereof and the computations used in connection therewith. In the event Buyer disagrees with the Estimated Closing Working Capital or Estimated Closing Debt reflected on the Preliminary Statement, Buyer shall notify the Stockholders’ Representative of such disagreement within two Business Days after receipt thereof (the “Buyer Disagreement Notice”), such Buyer Disagreement Notice to include the amount Buyer believes to be the correct Estimated Closing Working Capital or Estimated Closing Debt, as the case may be. If the Buyer Disagreement Notice is not received by the Stockholders’ Representative within such two Business Day period, the Estimated Closing Working Capital or Estimated Closing Debt as included in the Preliminary Statement shall be used in order to determine the Initial Purchase Price. If the Buyer Disagreement Notice is received by the Stockholders’ Representative within such two Business Day period, then: (i) an estimated combined balance sheet of in the Compression Group Entities as of event the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with Buyer Disagreement Notice disputes the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”Working Capital as included in the Preliminary Statement, the Estimated Closing Working Capital used in order to determine the Initial Purchase Price shall be the lower of: (A) based on the most recent financial information of Estimated Closing Working Capital as included in the Compression Group Entities reasonably available to Preliminary Statement; and (B) the Contributor Parties Estimated Closing Working Capital as included in the Buyer Disagreement Notice; and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of in the difference, if any, between event the Net Working Capital shown on Buyer Disagreement Notice disputes the Estimated Closing Date Balance Sheet (Debt as included in the “Estimated Net Working Capital”) and the Net Working Capital ThresholdPreliminary Statement, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet Debt used in order to determine the Initial Purchase Price shall be the greater of: (the “Estimated Closing Date Debt”), (ivA) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet Debt as included in the Preliminary Statement; and (B) the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations Debt as reflected included in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountBuyer Disagreement Notice.”

Purchase Price Adjustment. (a) Not later less than five three Business Days prior to the anticipated Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror Purchaser (x) a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) ), in form and substance consistent with the illustrative example set forth on Exhibit C hereto (provided that in the event of any inconsistency between the illustrative example and the Accounting Principles or this Agreement, the Accounting Principles and this Agreement shall control), setting forth (i) an estimated combined balance sheet Seller’s good faith estimate of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices Cash (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance SheetCash”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date), (ii) a calculation Seller’s good faith estimate of the difference, if any, between the Net Closing Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold), (iii) a calculation Seller’s good faith estimate of the Debt shown on the Estimated Closing Date Balance Sheet Indebtedness (the “Estimated Closing Date DebtIndebtedness”), (iv) a calculation Seller’s good faith estimate of the Cash shown on the Estimated Closing Date Balance Sheet Required Payment Amount (the “Estimated Required Payment Amount”), (v) Seller’s good faith estimate of all Change of Control Payments (the “Estimated Change of Control Payments”) and (vi) the Initial Closing Date Cash Amount, and (y) a statement (the “Estimated Unfunded Employee Liability Statement”) setting forth Seller’s good faith estimate of (i) the Unfunded Defined Benefit Plan Liability Amount (the “Estimated Unfunded Defined Benefit Plan Liability Amount”) and (vii) the Transferred Retiree Medical Liabilities (the “Estimated Retiree Medical Liability Amount”). The Estimated Closing Statement and the Estimated Unfunded Employee Liability Statement shall be prepared in accordance with the Accounting Principles (to the extent applicable) and this Agreement and shall include a reasonably detailed summary of the calculations made to arrive at, and reasonable supporting documentation for, such amounts. Seller has previously provided or made available to Purchaser prior to the date of this Agreement (x) an illustrative calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have Estimated Unfunded Defined Benefit Plan Liability Amount as of December 31, 2018 consistent with the right, following Acquiror’s receipt Pension Principles and (y) an illustrative calculation of the Estimated Adjustment StatementRetiree Medical Liability Amount as of December 31, to object thereto by delivering written notice to ETP2018 consistent with the Retiree Medical Principles. In the event of any conflict between such illustrative calculations and the Pension Principles or Retiree Medical Principles, on behalf of as applicable, the Contributor PartiesPension Principles or Retiree Medical Principles, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Partiesas applicable, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountcontrol.”

Purchase Price Adjustment. (ai) Not later than five At least three (3) Business Days prior to the Closing Date(or, if later, two (2) Business Days after delivery of the Contributor Parties Closing Date Notice), Seller shall prepare in good faith and deliver to Acquiror Buyer (a) an estimated consolidated balance sheet of August Cayman Intermediate and its Subsidiaries as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”), and (b) a preliminary settlement statement (the “Estimated Adjustment Closing Statement”) setting forth Seller’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”) and the Purchase Price resulting therefrom (the “Estimated Purchase Price”), which Estimated Purchase Price, for the avoidance of doubt, shall be calculated as the result equal to (i) an estimated combined balance sheet the Base Purchase Price, minus (ii) the Estimated Closing Net Indebtedness, plus (iii) the amount (if any) by which the Estimated Closing Net Working Capital exceeds $78,400,000, minus (iv) the amount (if any) by which $68,400,000 exceeds the Estimated Closing Net Working Capital. The Estimated Closing Balance Sheet shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Compression Group Entities as of Latest Balance Sheet. The Estimated Closing Statement shall, with respect to the Estimated Closing DateNet Working Capital and any Cash included in the Estimated Closing Net Indebtedness, which balance sheet will be derived from the Estimated Closing Balance Sheet, and shall, with respect to the Estimated Closing Net Working Capital and the Estimated Closing Net Indebtedness and the Estimated Purchase Price resulting therefrom, be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation definitions in this Agreement. From and after delivery of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet and the Estimated Closing Statement until the Closing, Seller shall, and shall cause the Company Entities to, (1) provide Buyer and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the “Estimated Net Working Capital”books and records, supporting data, facilities and employees of the Company Entities (including all work papers and other documents and all relevant personnel responsible for accounting and finance) and the Net Working Capital ThresholdCompany Entities’ accountants and advisors, (iii) a calculation in each case to the extent reasonably requested by Buyer or any of the Debt shown on its Representatives in connection with their review of the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on and the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) Statement, and (v2) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt cooperate with Buyer and its Representatives in connection with their review of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to Balance Sheet and the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountStatement.”

Purchase Price Adjustment. (a) Not later than At least five (5) Business Days prior to the Closing DateClosing, the Contributor Parties Trimble shall prepare in good faith and deliver to Acquiror AGCO a preliminary settlement statement (the “Estimated Adjustment Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated combined balance sheet of the Compression Group Entities Company as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation end of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available prior month after giving effect to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect Carve-Out Restructuring (but without giving effect to the assetsJCA Contribution and excluding the Brazil Business), liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceEstimated Company Closing Cash, if anythe Estimated Company Closing Indebtedness, between the Net Estimated Company Closing Working Capital shown on and the Estimated Company Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital ThresholdTransaction Expenses, (iii) a calculation in each case, as of the Debt shown on prior month’s end close, together with reasonable supporting documentation. Following the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt delivery of the Estimated Adjustment Company Closing Statement, Trimble shall make its representatives reasonably available to object thereto by delivering written notice AGCO to ETPdiscuss the calculations contained in the Estimated Company Closing Statement, on behalf of and the Contributor Parties, no later than two Business Days before Parties shall consider in good faith the Closing Date. To the extent Acquiror timely objects other Party’s comments to the Estimated Adjustment Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement (or any component thereof), Acquiror and ETP, on behalf by Trimble following the good faith discussion of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection Parties prior to the Closing, then such adjusted Estimated Company Closing Statement shall thereafter become the Parties shall jointly agree on a revised Estimated Adjustment Company Closing Statement that shall control solely for all purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amountthis Section 2.7.”

Purchase Price Adjustment. (a) Not No later than five the 10th Business Days prior to Day following May 31, 2007 (the Closing Date"DETERMINATION DATE"), the Contributor Parties shall Buyer will prepare in good faith and deliver to Acquiror the Sellers a preliminary settlement statement of Working Capital of the Business as of the Closing Date (the “Estimated Adjustment Statement”"CLOSING STATEMENT OF WORKING CAPITAL"), a statement of the Excluded Receivables as of the Closing Date (the "CLOSING STATEMENT OF EXCLUDED RECEIVABLES") setting forth (i) an estimated combined and a balance sheet of the Compression Group Entities Business as of the Closing DateDate (the "CLOSING DATE BALANCE SHEET", which balance sheet and together with the Closing Statement of Working Capital and the Closing Statement of Excluded Receivables, the "CLOSING STATEMENTS"). Parent and its accountant, in the name and on behalf of Sellers, will have the right to participate in the preparation of the Closing Statements, including by having the right to consult with Buyer concerning the method of presentation and formulation of the Closing Statements, and Buyer will consider in good faith the comments of Parent with respect thereto; PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, but without in any way limiting or affecting Sellers' or Parent's right to object as provided in Section 3.3(c), Buyer will have sole and final control over the preparation of and amounts set forth in the Closing Statements to be delivered to Sellers as provided in the first sentence of this Section 3.3(a). The Closing Date Balance Sheet will consist of the assets and liabilities transferred to Buyer pursuant to this Agreement. The Closing Statement of Working Capital will be derived from the Closing Date Balance Sheet, present Closing Date Working Capital in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3, be presented in substantially the form of SCHEDULE 3.3 and include only those assets and liabilities transferred to Buyer hereunder. The Closing Statement of Working Capital and Closing Date Balance Sheet will be prepared in accordance with GAAP, applied consistently with Mexican FIS and the Contributor Parties’ past practices (including its accounting principles used in the preparation of the Unaudited Financial Statements and Interim Statements) (, including those set forth on SCHEDULE 3.3, applied on a basis consistent with the “Estimated preparation of the Financial Statements and Interim Statements except as otherwise provided on SCHEDULE 3.3, and in accordance with any other methodologies set forth on SCHEDULE 3.3. The Closing Statement of Excluded Receivables will present Closing Date Balance Sheet”) based on Excluded Receivables in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3 and be prepared in accordance with Mexican FIS and the most recent financial information accounting principles used in the preparation of the Compression Group Entities reasonably available to the Contributor Parties Financial Statements and the Contributor Parties’ reasonable estimates Interim Financial Statements on a basis consistent with respect to the assets, liabilities and members’ equity preparation of the Compression Group Entities Financial Statements and the Interim Financial Statements and otherwise consistent with the calculation of the Closing Excluded Net Receivables in accordance with Section 3.2(a). All calculations under this Section 3.3 will be in Mexican pesos and converted to United States dollars as of the Closing Date, (ii) a calculation Date based upon the average of the differencenoon buying rates in New York City for cable transfers payable in Mexican pesos, if anyas certified by the Federal Reserve Bank of New York for customs purposes, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation for each of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two 20 Business Days before immediately preceding the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (a) Not Estimated Closing Statement. Parent shall prepare in good faith and shall provide to Buyer no later than five three (3) Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement written statement (the “Estimated Adjustment Closing Statement”) ), together with reasonably detailed supporting information, setting forth Parent’s good faith estimates of (i) an estimated combined balance sheet the aggregate amount of the Compression Group Entities all Indebtedness outstanding and unpaid as of the Closing Date(the “Estimated Closing Indebtedness”), which balance sheet will including a breakdown of the amount and obligee with respect to each item of Indebtedness; (ii) the aggregate amount of all Transaction Expenses outstanding and unpaid as of the Closing (the “Estimated Transaction Expenses”), including a breakdown of the amount and obligee with respect to each Transaction Expense; (iii) the aggregate amount of all Pass Card Liabilities as of the Closing (the “Estimated Pass Card Liability Amount”); (iv) the aggregate amount of all Film Equipment Expenses unpaid (whether or not then due and payable) as of the Closing (the “Estimated Film Equipment Expenses”), including a breakdown of the amount and obligee with respect to each Film Equipment Expense; (v) the aggregate amount of all New Theatre Development Expenses (the “Estimated New Theatre Development Expenses”); (vi) the Concession Inventory Amount as of the Closing (the “Estimated Concession Inventory Amount”); (vii) the aggregate amount of all Repair Amounts as of the Closing (the “Estimated Repair Amounts”); (viii) the aggregate amount of all NCM Buyout Obligations (the “Estimated NCM Buyout Amount”), provided that the Estimated NCM Buyout Amount shall not exceed (but may be less than) the NCM Buyout Obligation Cap; and (ix) based on clauses (i) through (viii), a calculation of the resulting Estimated Cash Purchase Price. The Estimated Closing Statement shall be prepared in accordance with GAAPthe applicable Accounting Principles. Prior to Closing, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available Parent shall consider in good faith any proposed changes to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto Statement proposed by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountBuyer.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to As promptly as practicable following the Closing DateDate (but in any event within 45 days thereafter), Purchaser will prepare, or cause to be prepared, and deliver to Parent and AI Brazil a certificate executed by a duly authorized representative of Purchaser (the “Closing Statement”) consisting of Purchaser’s calculation of Closing Net Working Capital, Net Working Capital Adjustment, Capex Spend, the Contributor Parties shall prepare Selling and Marketing Cost Adjustment Amount, Closing USD Indebtedness, Closing BRL Indebtedness, Closing Indebtedness Adjustment, Closing USD Cash, Closing BRL Cash and Closing Cash Adjustment, together with the calculation of the Final Purchase Price and Final AI Brazil Payment resulting therefrom, and Purchaser’s calculation of Unpaid Transaction Expenses, Closing Accrued Tax Contingencies and the Accrued Tax Contingencies Adjustment resulting therefrom. The Closing Statement will be prepared in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAPthe Accounting Principles. For the avoidance of doubt, applied consistently if the Final Purchase Price would be lower but for the breach by Seller of any of its obligations hereunder, Purchaser may present such lower Final Purchase Price in the Closing Statement, in the understanding that any resulting reduction in the Final Purchase Price shall be entirely allocated to, and borne by, Seller. Parent and NIIH represent and warrant that Parent or its applicable Subsidiary has classified contingent Tax liabilities of the Entities as “probable”, “possible” or “remote” in accordance with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely Accounting Principles for purposes of the payments to be made at Closing. To the extent Acquiror determining Target Accrued Tax Contingencies, and ETP, on behalf each of the Contributor Parties, resolve any Parent and Purchaser agrees that it shall not change such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely classifications for purposes of determining Estimated Closing Accrued Tax Contingencies or Closing Accrued Tax Contingencies, respectively, except as expressly set forth in the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment AmountAccounting Principles.”

Purchase Price Adjustment. (a) Not later than five Business Days prior to On the business day immediately preceding the Closing Date, the Contributor Parties Seller shall prepare in good faith and deliver to Acquiror a preliminary settlement PRGI, an estimated cash flow statement of total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the “Estimated Adjustment "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement”) setting forth "). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the differenceamount, if any, between by which disbursements to Seller during said period exceed the Net Working Capital shown amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) any amounts paid during the Estimated period from and including the Effective Date to and including the Closing Date Balance Sheet in respect of the following liabilities: (the “Estimated Net Working Capital”A) and the Net Working Capital ThresholdSeller Transaction Expenses, (iiiB) a calculation of non-trade payables (meaning those not directly related to the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”Business to be acquired by PRGI pursuant hereto), (ivC) a calculation non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Cash shown on the Estimated Closing Effective Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation in respect of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto accounts receivable collected by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection Seller prior to the Closing Effective Date; (E) all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables of Seller directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or advances made to Associates or Employees on or after the Effective Date), then and (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Contributor Parties’ calculations as reflected Business to be acquired by PRGI pursuant hereto incurred in the Estimated Adjustment Statement shall control solely for purposes ordinary course of business) (collectively, the payments to be made at Closing. To "Interim Period Reimbursable Liabilities," which, together with the extent Acquiror and ETPInterim Period Cash Flow, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount"Reimbursable Cash").”