Common use of Purchase Price Adjustments Clause in Contracts

Purchase Price Adjustments. (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “

Purchase Price Adjustments. (a) No Seller shall deliver to Buyer no later than 75 days following five (5) Business Days prior to the Closing, Purchaser shall cause to be prepared and delivered to Seller Closing Date a written statement (the “Post-Estimated Closing Payment Statement”) setting forth (i) PurchaserSeller’s good faith estimate of (A) the Adjustment Amount (the “Estimated Adjustment Amount”) and (B) the NPV of Waived Management Fee (the “Estimated NPV of Waived Management Fee”) and (ii) Seller’s good faith calculation of the aggregate amount Preliminary Closing Purchase Price, including its calculation of each of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt components thereof, then in each case, together with supporting documentation used by Seller in calculating such amounts. To the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statementextent reasonably requested by Buyer, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller Buyer and its agents will be provided with such advisors prior to Closing reasonable access during normal business hours to financial records and work papers used in calculating the relevant portions Estimated Closing Statement and the components thereof and Seller will consider in good faith any comments provided by Buyer to the Estimated Closing Statement or any calculations or components thereof and may (but is not required to) update and revise the Estimated Closing Statement prior to the Closing following such consideration (and any such updated and revised Estimated Closing Statement shall be considered the Estimated Closing Statement for the purposes of this Agreement); provided that (A) in no event shall any review of the financial books Estimated Closing Statement or the components thereof by Buyer or any of its advisors, or any dispute relating thereto, delay or prevent the Closing and records (B) in no event shall such consultation or the delivery of the Company and its Subsidiary and access Estimated Closing Statement be deemed to constitute the agents and employees agreement of Buyer to any of the Company and its Subsidiary estimates or components therein (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to other than the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedureEntire Business Value, the Aggregate Purchase Price Expansion Area Adjustment Amount and the Loan Receivables shall Purchase Price, in each case, as previously determined by the Valuation Providers) or be the amount agreed upon construed as a waiver by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with Buyer of its rights under this Agreement. The “Section 2.5.

Purchase Price Adjustments. (a) No As promptly as practicable (but not later than 75 days ninety (90) days) following the ClosingClosing Date, Purchaser Buyer shall cause deliver to be prepared and delivered to Seller Parent a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), certificate setting forth in reasonable detail those items that Seller disputes(A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the amounts of any adjustments Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or until such time as the calculation of the Loan Receivables to conform to amounts shown on the requirements of this AgreementClosing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price determinations are final and binding on the Loan Receivables in accordance with parties pursuant to this Section 2.62.5, Seller Buyer and its agents will be provided accountants shall, upon Parent’s reasonable request, make themselves available to discuss with such reasonable access Parent and its accountants during normal business hours to at a mutually agreeable time the relevant portions of the financial books Preliminary Closing Statement and records of the Company Parent and its Subsidiary accountants shall be provided copies of, and have access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papersupon reasonable notice at all reasonable times during normal business hours to, subject to execution Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items Buyer and its accountants used in accordance connection with the foregoing procedure, preparation of the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Preliminary Closing Statement.

Purchase Price Adjustments. (ai) No later than 75 days The Purchase Price shall be increased or decreased as the case may be, on a dollar-for-dollar basis, to reflect a positive or negative amount for Net Working Capital on the Closing Date. In addition if, but only to the extent that, the calculation of Net Working Capital does not reflect the following items the Purchase Price shall be reduced or increased, as appropriate, by the amount not reflected in such calculation: (A) the full remaining liability of Sierra to Doppelmayr USA, Inc. under that certain Sales and Installation Contract, dated May 28, 1996 (the "Doppelmayr Contract"), with respect to the installation of three detachable quad lifts at Sierra, (B) the liability, on a discounted basis, for certain promotional items which Buyer is obligated to honor under Section 11.17 of this Purchase Agreement, (C) an allocation reflecting the cost of new uniforms for Resort Group employees as born equally by Fibreboard and Buyer, and (D) the amount established by Sierra as a reserve for environmental liability as of June 30, 1996, less any amounts drawn on such reserve prior to Closing. In addition, if (for reasons of impracticality of transferring assets prior to the Closing from an Acquired Corporation to Fibreboard or a third party designated by Fibreboard) at the Closing any Acquired Corporations own any Excluded Assets, after the Closing, Purchaser (I) Buyer agrees to cause, at Fibreboard's expense, such Acquired Corporations to take all actions reasonably requested by Fibreboard to convey such Excluded Assets to Fibreboard (or its designee) without payment by Fibreboard of any consideration therefor and (II) at all times prior to such conveyance, to cause the Acquired Corporations to hold any such Excluded Assets in trust for the benefit of Fibreboard (with all benefits of such Excluded Assets being conveyed by such Acquired Corporations to Fibreboard and all Liabilities relating thereto being assumed by Fibreboard). If after the Closing the Parties agree that it is not possible, on commercially reasonable terms, to convey any such Excluded Assets from the Acquired Corporations to Fibreboard (or its designee), the Parties shall cause endeavor to agree to a value to be prepared and delivered paid by the respective Acquired Corporations to Seller Fibreboard for such assets. In the event the Parties are unable to agree on a statement (value for any such assets, they shall submit the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails matter to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Arbitration.

Purchase Price Adjustments. (a1) No As promptly as practicable, but no later than 75 90 days following after the Closing Date, the Purchaser shall prepare and deliver to the Seller (i) a statement of Adjusted Assets (including the related notes and schedules thereto) as of the effective time of the Closing, Purchaser which shall cause to be prepared set forth the Purchaser's determination of the Closing Adjusted Assets and delivered to Seller shall set forth in detail the amounts underlying such calculation in the same format and detail as in Schedule 2.06(a) (the "Initial AA Statement") and (ii) a statement (including the “Post-Closing Payment Statement”related notes and schedules thereto) setting which shall set forth (i) the Purchaser’s good faith calculation 's determination of the aggregate amount Prior Month-End Gross Sales and shall set forth in detail the amounts underlying such calculation (the "Initial Gross Sales Statement"). The Purchaser shall certify to the Seller at the time of delivery of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital Initial AA Statement and the resulting amountInitial Gross Sales Statement that (x) the Initial AA Statement (including the computation of Closing Adjusted Assets set forth therein) was prepared using the same accounting policies, if anyprinciples, by which methodologies and estimates used in preparing the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price 1998 Pro Forma Financial Statements and the components thereof and Purchaser’s calculation Statement of the Loan Receivables Adjusted Assets as of December 31, 1998 as set forth in Schedule 2.06(a) and using the Post-Closing Payment Specified Accounting Policies and (y) the Initial Gross Sales Statement shall be deemed final was prepared using the same accounting policies, principles and conclusive and binding upon all parties. If Seller disputes methodologies used in preparing the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables Budgeted Gross Sales Amount set forth in Schedule 2.06(e) and using the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days Specified Accounting Policies. At all times during the 45 Business Days immediately following the Seller's receipt of the Post-Closing Payment Initial AA Statement (and the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputesInitial Gross Sales Statement, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents representatives will be provided with such permitted reasonable access during normal business hours to review at the relevant portions Company's offices the work papers (including work papers of the financial Purchaser's or the Company's accountants and other advisors) relating to the Initial AA Statement or the Initial Gross Sales Statement, as well as all of the books and records relating to the operations and finances of the Company and its Subsidiary and access Business with respect to the agents period up to and including the Closing Date, and the Purchaser shall make available its and the Company's employees and accountants responsible for the preparation of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it Initial AA Statement or the Initial Gross Sales Statement in order to respond to the Post-Closing Payment Statement. If inquiries of the parties resolve their differences over the disputed items Seller related thereto; provided, however, that any such review shall be conducted in accordance such a manner as not to interfere unreasonably with the foregoing procedure, operations of the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Company.

Purchase Price Adjustments. (a) No Not later than 75 days following three (3) Business Days prior to the ClosingClosing Date, Purchaser Seller shall cause deliver to be prepared and delivered to Seller Buyer a statement (the “Post-Estimated Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalentsin reasonable detail, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amountwith reasonable supporting documentation, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) PurchaserSeller’s good faith estimate of (i) the Cash of the Target Companies as of the Calculation Time (the “Estimated Closing Cash”), (ii) the Indebtedness of the Target Companies as of the Calculation Time (the “Estimated Closing Indebtedness”), (iii) the Company Transaction Expenses as of immediately prior to the Closing Indebtedness(the “Estimated Company Transaction Expenses”), (iv) Purchaser’s calculation the Net Working Capital of the Aggregate Purchase Price based on Target Companies as of the foregoing Calculation Time (the “Estimated Closing Net Working Capital” and, together with the Estimated Closing Cash, the Estimated Company Transaction Expenses, and the Estimated Closing Indebtedness, the “Estimated Amounts”) and (v) Purchaser’s a calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth derived therefrom, expressed in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all partiesDollars in accordance with Section 2.05. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller Buyer and its agents will be provided Representatives with such reasonable access during normal business hours to the appropriate employees, advisors, relevant portions of the financial books and records of the Company Target Companies during normal business hours and its Subsidiary and access to the agents and employees of the Company and its Subsidiary upon reasonable notice (including independent accountants and their work papers, subject to execution of any customary work paper access papersletter required by Seller’s or the Company’s accountants or other advisors) as Seller may reasonably request to enable it to respond to the Post-extent reasonably necessary to verify the information contained in the Estimated Closing Payment Statement; provided that such access does not unreasonably disrupt the normal business operations of Seller or the Target Companies. If In the parties resolve their differences over event that Xxxxx notifies Seller prior to the disputed items Closing that Buyer in accordance with good faith disputes Seller’s calculation of the foregoing procedure, Estimated Amounts set forth on the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day periodEstimated Closing Statement, then Purchaser Buyer and Seller shall forthwith jointly engage cooperate in good faith to resolve any such dispute as promptly as practicable and, if so resolved, modify the Accounting Arbitrator Estimated Closing Statement and the Closing Purchase Price, as appropriate, to make a binding determination as reflect any agreed adjustments to the disputed items Estimated Amounts; provided, that in accordance case of any disagreement between the parties with this Agreement. The “respect to the Estimated Amounts that is not resolved prior to the Closing, in no case shall such disagreement delay the Closing and the Estimated Amounts of the Company set forth in the Estimated Closing Statement shall control.

Purchase Price Adjustments. The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III) (athe "ADJUSTMENT SCHEDULE") both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as such terms are defined and described therein). No later than 75 seven (7) days prior to the Closing Date, Seller shall deliver to Parent Seller's calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser shall cause and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to be prepared the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller a statement (do not reach agreement during such 15-day period on the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash EquivalentsPre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (ii) Purchaser’s good faith calculation of the Net Working Capital "ACCOUNTANT"). If Parent and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based Seller are unable to agree on the foregoing and (v) Purchaser’s calculation procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 3015-day period following delivery the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of a Dispute Notice, Purchaser Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will negotiate furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in good faith Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with a view respect to resolving their disagreements over the disputed itemsSeller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. From The determination by the Accountant shall be based solely on presentations by Parent and after the delivery Seller, shall not involve any independent investigation and shall not be outside of the Post-Closing Payment Statement range defined by the respective amounts proposed by Parent and Seller with respect to Seller and until the final Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Aggregate Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price and pursuant to the Loan Receivables Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in accordance with this Section 2.6the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller and its agents will be provided with shall, within two (2) business days of such reasonable access during normal business hours final determination by the Accountant, deliver to the relevant portions Escrow Agent, under the terms of the financial books Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and records of the Company and its Subsidiary and access delivered to the agents Escrow Agent in connection with the Closing. Pursuant to and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedureterms of the Escrow Agreement, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser Parent and Seller shall forthwith jointly engage direct the Accounting Arbitrator Escrow Agent in writing to make a binding determination as distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the disputed items in accordance Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Agreement. The “Section 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to be paid hereunder.

Purchase Price Adjustments. (a) No later than 75 days following At least three Business Days prior to the ClosingClosing Date, Purchaser the Seller shall prepare, or cause to be prepared prepared, and delivered deliver to Seller the Buyer a statement (the “Post-Preliminary Closing Payment Statement”) setting forth a good-faith estimate of the Company’s (i) Purchaser’s good faith calculation of Net Working Capital (the aggregate amount of the Cash Equivalents“Estimated Net Working Capital”), (ii) Purchaser’s good faith calculation of Indebtedness (the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital“Estimated Indebtedness”), (iii) Purchaser’s good faith estimate of Cash (the Closing Indebtedness, “Estimated Cash”) and (iv) Purchaser’s calculation Transaction Expenses (the “Estimated Transaction Expenses”) (with each of Estimated Net Working Capital, Estimated Indebtedness, and Estimated Cash determined as of the Aggregate Purchase Price Calculation Time and, except for Estimated Transaction Expenses, without giving effect to the transactions contemplated hereby), based on the foregoing Seller’s books and records and other information available at the Closing, and calculated on a basis (x) consistent with the accounting principles, practices, assumptions, conventions and policies used in the preparation of the Sample Statement, and (vy) Purchaser’s calculation of to the Loan Receivables. If Seller accepts extent not inconsistent with the Post-Closing Payment Statement in writingforegoing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement GAAP (the “Dispute NoticeApplicable Accounting Principles”). An illustrative example of a Preliminary Closing Statement and calculation of Net Working Capital, setting Indebtedness, Cash and Transaction Expenses is set forth as Exhibit C hereto (the “Sample Statement”). Prior to the Closing, the Seller and the Buyer in reasonable detail those good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Statement; provided, that Seller disputesif the parties are unable to resolve all such differences prior to the Closing, the amounts of any adjustments that are necessary the Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses as reflected in Seller’s judgment the Preliminary Closing Statement shall be used for purposes of calculating the computation of the Aggregate Estimated Purchase Price or on the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Date.

Purchase Price Adjustments. (a) No later than 75 days following At least three Business Days prior to the ClosingClosing Date, Purchaser the Sellers shall prepare, or cause to be prepared prepared, and delivered deliver to Seller Crown a statement (the “Post-Preliminary Closing Payment Statement”) setting forth (i) Purchaser’s good a good-faith calculation estimate of (A) Net Working Capital (the “Estimated Net Working Capital”), (B) Indebtedness (the “Estimated Indebtedness”), (C) Cash (the “Estimated Cash”), and (D) Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”) (in each case calculated without giving effect to the transactions contemplated herein, except in the case of Estimated Indebtedness, which shall include any prepayment premiums and other payments payable as a result of the aggregate amount consummation of the Cash Equivalentstransactions contemplated hereby), in each case based on the Companies’ books and records and other information available at the Closing and (ii) Purchaser’s good faith calculation on the basis of the foregoing, the Estimated Purchase Price. Estimated Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate Estimated Indebtedness and Estimated Cash shall be calculated on a basis consistent with International Financial Reporting Standards, Schedule 2.3 of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price Disclosure Schedules and the components thereof accounting principles, practices, assumptions, conventions and Purchaser’s calculation policies set forth therein (the “Applicable Accounting Principles”). Illustrative examples showing the calculations of Net Working Capital, Indebtedness and Cash as if the Loan Receivables as Closing Date was December 31, 2013 are set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy Schedule 2.3 of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement Disclosure Schedules (the “Dispute NoticeSample Statement”), setting forth in reasonable detail those items that Seller disputes. In accordance with Section 5.1(c), the amounts of any adjustments that are necessary in Seller’s judgment for Sellers shall cause the computation net Cash balance of the Aggregate Purchase Price or Companies at the components thereof or Closing not to exceed 60,000,000 Mexican Pesos. The Sellers shall provide the calculation of Buyers an opportunity to review and discuss the Loan Receivables to conform to preliminary closing statement and shall consider any reasonable objection in good faith; provided, that if the requirements of this Agreement, Sellers and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view Buyers are unable to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with resolve any such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedureobjection within two Business Days, the Aggregate Purchase Price and Preliminary Closing Statement delivered by the Loan Receivables Sellers shall be constitute the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Preliminary Closing Statement” for all purposes hereunder.

Purchase Price Adjustments. (a) No As promptly as practicable, but no later than 75 thirty (30) days following after the ClosingClosing Date, Purchaser the Buyer shall cause prepare and deliver to be prepared and delivered to the Seller a statement of Working Capital as of the close of business on the Closing Date ("CLOSING DATE WORKING CAPITAL"), which shall set forth the Buyer's determination of the Closing Date Working Capital prepared on the basis of, and using the same accounting policies, principles, methodologies and preparations as, the audited balance sheet as of December 31, 2003 (the “Post-"AUDITED BALANCE SHEET") but excluding the Excluded Assets and Excluded Liabilities. At all reasonable times following the Seller's receipt of Buyer's statement of the Closing Payment Statement”) setting forth Date Working Capital, the Seller and its representatives shall be permitted to review the Buyer's respective working papers relating to its Closing Date Working Capital determination, and the Buyer shall make reasonably available the individuals responsible for the preparation of the statement in order to respond to the inquiries of the Seller related thereto. As used herein, the term "WORKING CAPITAL" consists of the following items relating to the Business and included in the Purchased Assets and the Assumed Liabilities: (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, accounts receivable; plus (ii) Purchaser’s good faith calculation of inventory (which shall be deemed to include work performed but not billed through the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, Closing Date); plus (iii) Purchaser’s good faith estimate of the Closing Indebtedness, other current assets; minus (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and accounts payable; minus (v) Purchaser’s calculation of accrued expenses; provided that the Loan Receivables. If Seller accepts the Post-Closing Payment Statement items described in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement clauses (i) through (v) above shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy determined in accordance with U.S. GAAP, and, for purposes of the calculation of the Aggregate Purchase Price or any component thereof or the calculation Closing Date Working Capital, shall be determined as of the Loan Receivables set forth in close of business on the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Date.

Purchase Price Adjustments. (a) No later than 75 Within 90 calendar days following after the ClosingClosing Date, Purchaser Buyer shall prepare and deliver to Seller a balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the "Closing Date Balance Sheet") and a statement (the "Statement") setting forth the (i) Net Working Capital (as defined below) reflected in the Closing Date Balance Sheet, and the components and calculation thereof, as of the close of business of the Company and its Subsidiaries on the Closing Date, (ii) the aggregate amount of any Indebtedness (as defined below) outstanding as of the Closing Date excluding Indebtedness incurred in connection with the Financing (as defined below) (the "Retained Indebtedness"), net of any Cash (as defined below) reflected on the Closing Date Balance Sheet (the "Closing Cash Amount"), (iii) the aggregate amount of capital expenditures made by the Company and its Subsidiaries from January 1, 2004 through the Closing Date (the "Capital Expenditures Amount") and (iv) the aggregate amount of spare parts reflected in the Closing Date Balance Sheet (the "Spare Parts Amount"). All spare parts of the Company and its Subsidiaries reflected on the Closing Date Balance Sheet are usable in machinery and equipment currently used or held for use in the Business and are free of any obvious damage. The Closing Date Balance Sheet and the Statement will be prepared in accordance with the principles and procedures set forth on Schedule 1.3(a)(i), GAAP (as defined below) consistently applied, and to the extent consistent with GAAP, the methods used in preparing the Audited Financial Statements (as defined below) and the Unaudited Pro Forma Financial Statements (as defined below); provided, however, that the principles and procedures set forth on Schedule 1.3(a)(i) shall govern the preparation of the Closing Date Balance Sheet and the Statement. Concurrently therewith, Buyer shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment "Adjustment Statement”") setting forth the calculations of (iA) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of by which the Net Working Capital and as shown on the resulting Statement (x) exceeds $195,908,000 (as such amount may be amended by the Parties (as defined below) as set forth on Schedule 1.3(a)(i), the "Excess Amount") or (y) is less than $195,908,000 (as such amount may be amended by the Parties as set forth on Schedule 1.3(a)(i), the "Deficiency Amount"), (B) the amount of Retained Indebtedness, net of the Closing Cash Amount, (C) the amount, if any, by which the Net Working Capital Expenditures Amount is less than (or greater thanx) Target Working Capitalif the Closing occurs prior to January 1, 2005, (iii1) Purchaser’s good faith estimate the aggregate amount of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails capital expenditures planned to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of made by the Company and its Subsidiary and access Subsidiaries pursuant to the agents and employees Company's 2004 capital budget attached hereto as Schedule 1.3(a)(ii) (the "2004 Budget") for each full calendar month in 2004 elapsed prior to the Closing Date plus (2) the product of the amount of capital expenditures planned to be made by the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond Subsidiaries pursuant to the Post-2004 Budget during the calendar month in which the Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedureoccurs and a fraction, the Aggregate Purchase Price numerator of which is the actual number of days elapsed in the calendar month in which the Closing occurs and the Loan Receivables shall be denominator of which is the actual number of days in the calendar month in which the Closing occurs or (y) if the Closing occurs on or after January 1, 2005, an amount equal to the sum of (1) $43,700,000 and (2) the product of $60,000,000 and a fraction, the numerator of which is the number of days elapsed from January 1, 2005 to the Closing Date and the denominator of which is 365 (the amount agreed upon determined pursuant to clause (x) or (y) above, as applicable, the "Capital Expenditures Deficiency Amount"), (D) the amount by themwhich the Spare Parts Amount as shown on the Statement (x) exceeds $25,400,000 (the "Spare Parts Excess Amount") or (y) is less than $23,400,000 (the "Spare Parts Deficiency Amount") and (E) the Pension Deficiency Amount. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “"

Purchase Price Adjustments. (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of The Purchase Price shall be increased or decreased as the aggregate case may be, on a dollar-for-dollar basis, to reflect a positive or negative amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the for Net Working Capital and on the resulting amountClosing Date. In addition if, if anybut only to the extent that, by which the calculation of Net Working Capital does not reflect the following items the Purchase Price shall be reduced or increased, as appropriate, by the amount not reflected in such calculation: (A) the full remaining liability of Sierra to Doppelmayr USA, Inc. under that certain Sales and Installation Contract, dated May 28, 1996 (the "Doppelmayr Contract"), with respect to the installation of three detachable quad lifts at Sierra, (B) the liability, on a discounted basis, for certain promotional items which Buyer is obligated to honor under Section 11.17 of this Purchase Agreement, (C) an allocation reflecting the cost of new uniforms for Resort Group employees as born equally by Fibreboard and Buyer, and (D) the amount established by Sierra as a reserve for environmental liability as of June 30, 1996, less than any amounts drawn on such reserve prior to Closing. In addition, if (for reasons of impracticality of transferring assets prior to the Closing from an Acquired Corporation to Fibreboard or a third party designated by Fibreboard) at the Closing any Acquired Corporations own any Excluded Assets, after the Closing,(I) Buyer agrees to cause, at Fibreboard's expense, such Acquired Corporations to take all actions reasonably requested by Fibreboard to convey such Excluded Assets to Fibreboard (or greater thanits designee) Target Working Capitalwithout payment by Fibreboard of any consideration therefor and (II) at all times prior to such conveyance, to cause the Acquired Corporations to hold any such Excluded Assets in trust for the benefit of Fibreboard (iii) Purchaser’s good faith estimate with all benefits of such Excluded Assets being conveyed by such Acquired Corporations to Fibreboard and all Liabilities relating thereto being assumed by Fibreboard). If after the Closing Indebtednessthe Parties agree that it is not possible, on commercially reasonable terms, to convey any such Excluded Assets form the Acquired Corporations to Fibreboard (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”its designee), setting forth in reasonable detail those items that Seller disputesthe Parties shall endeavor to agree to a value to be paid by the respective Acquired Corporations to Fibreboard for such assets. In the event the Parties are unable to agree on a value for any such assets, they shall submit the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables matter to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Arbitration.

Purchase Price Adjustments. (a) No later than 75 As promptly as possible, but in any event within sixty (60) days following after the ClosingClosing Date, the Purchaser shall cause will deliver to be prepared and delivered to the Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then showing the calculation of the Aggregate Purchase Price Closing Net Working Capital, Closing Cash, Closing Indebtedness and the components thereof Closing Transaction Expenses and Purchaser’s a calculation of the Loan Receivables as Purchase Price, together with reasonable calculation details (the “Preliminary Closing Statement”). The Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Post-Agreed Accounting Principles (to the extent applicable). If the Purchaser does not deliver the Preliminary Closing Payment Statement within 60 days after the Closing Date, the Seller may elect to either (x) deliver a Preliminary Closing Statement to the Purchaser within an additional thirty (30) days thereafter or (and the procedures below shall apply with the Purchaser and the Seller switching roles) or (y) designate the Estimated Purchase Price as the final Purchase Price (in which event the final “Purchase Price” shall mean the Estimated Purchase Price). If the Seller elects to prepare the Preliminary Closing Statement in accordance with the immediately preceding sentence, then all subsequent references in this Section 1.5 to the Purchaser, on the one hand, and the Seller, on the other hand, will be deemed final to be references to the Seller, on the one hand, and conclusive the Purchaser, on the other hand, respectively. After delivery of the Preliminary Closing Statement, the Purchaser shall give the Seller and binding upon all partiesits representatives reasonable access to review the Purchaser’s, the Company’s and its Subsidiaries’ books and records and work papers related to the preparation of the Preliminary Closing Statement. Seller and its representatives may make inquiries of the Purchaser, the Company and its Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and the Purchaser shall use its, and shall cause the Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If Seller disputes has any objections to the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Preliminary Closing Payment Statement, Seller shall provide written notice deliver to the Purchaser no later than 30 a statement setting forth its objections thereto (an “Objections Statement”). Such Objections Statement will include a reasonably detailed description of each disputed item within each of Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses, together with reasonable calculation details. If an Objections Statement is not delivered to the Purchaser within forty-five (45) days following receipt after delivery of the PostPreliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-Closing Payment Statement appealable by the parties hereto; provided that, in the event the Purchaser, the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by Seller or any of its representatives within five (the “Dispute Notice”5) days of request therefor (or such shorter period as may remain in such 45-day period), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30such 45-day period will be extended by one day for each additional day required for the Purchaser, the Company or any of its Subsidiaries to fully respond to such request; provided, further, that such 45-day period will be extended a minimum of five (5) days following the date on which the Purchaser, the Company and its Subsidiaries have fully responded to such request; provided, further, that, such period shall not be extended more than ninety (90) days after delivery of a Dispute Notice, the Preliminary Closing Statement. Seller and the Purchaser and Seller will shall use commercially reasonable efforts to negotiate in good faith with to resolve any such objections, but if they do not reach a view to resolving their disagreements over the disputed items. From and final resolution within thirty (30) days after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6Objections Statement, Seller and its agents the Purchaser shall submit such dispute to BDO USA LLP or such other mutually acceptable dispute resolution firm (the “Dispute Resolution Firm”). Any further submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement as being items which Seller and the Purchaser are unable to resolve. The Dispute Resolution Firm’s determination will be provided with based solely on the definitions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Purchase Price, as applicable, contained herein, and such determination shall not exceed the range of values proposed by Purchaser within the Preliminary Closing Statement or the range of values proposed by Seller within the Objections Statement, for each disputed item. Seller and the Purchaser shall use their commercially reasonable access during normal business hours efforts to cause the relevant portions Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) days after the submission of any dispute. Further, the financial books and records of Dispute Resolution Firm’s determination shall be based solely on the presentations by the Purchaser, the Seller, the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items Subsidiaries which are in accordance with the foregoing procedureterms and procedures set forth in this Agreement (i.e., not on the Aggregate Purchase Price basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto, absent manifest error. The costs and expenses of the Dispute Resolution Firm in resolving any dispute shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if Seller submits an Objections Statement for $1,000, and if the Purchaser contests only $500 of the amount claimed by Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to the Purchaser and 40% (i.e., 200/500) to Seller. The Preliminary Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.5, and, as so revised, such Preliminary Closing Statement shall be deemed to set forth the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day periodPurchase Price, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “each case, for all purposes hereunder.

Purchase Price Adjustments. (a) No later than 75 days following the Closing, Purchaser The Unadjusted Purchase Price shall cause be subject to be prepared and delivered to Seller a statement (the “Post-adjustment at Closing Payment Statement”) setting forth as follows: (i) Purchaser’s good faith calculation of increased by the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Estimated Net Working Capital is less than (or greater than) exceeds the Target Working Capital; (ii) decreased by the amount, if any, by which the Target Working Capital exceeds the Estimated Net Working Capital; (iii) Purchaser’s good faith estimate of decreased by the Estimated Closing Indebtedness, Debt; (iv) Purchaser’s calculation of decreased by the Aggregate Purchase Price based on the foregoing Estimated Transaction Expenses; and (v) Purchaser’s calculation of increased by Estimated Closing Cash. (b) Not later than five (5) Business Days prior to the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment StatementDate, Seller shall provide written notice prepare and deliver to Purchaser no later than 30 days following receipt of Buyer for review a preliminary settlement statement, in substantially the Post-Closing Payment Statement form attached hereto as Exhibit E, and attaching reasonable supporting documentation in Seller’s possession to enable a review thereof by Buyer (the “Dispute NoticeEstimated Settlement Statement”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the estimated calculation of the Loan Receivables Adjusted Purchase Price (the “Estimated Adjusted Purchase Price”) after giving effect to conform to all adjustments set forth in Section 2.4(a), including its good faith estimate of (i) Net Working Capital (“Estimated Net Working Capital”), (ii) Closing Debt (the requirements of this Agreement“Estimated Closing Debt”), (iii) Transaction Expenses (“Estimated Transaction Expenses”), and (iv) Closing Cash (“Estimated Closing Cash”), together with applicable wiring instructions. Within two (2) Business Days after Xxxxx’s receipt of the basis for its suggested adjustments. During the 30-day period following delivery of Estimated Settlement Statement, Buyer shall deliver to Seller a Dispute Notice, Purchaser and Seller will negotiate written report containing all changes that Buyer proposes in good faith to be made to the Estimated Settlement Statement, together with a view the explanation therefor and the supporting documents thereof, if available. The Parties shall in good faith attempt to resolving their disagreements over agree in writing on the disputed itemsEstimated Settlement Statement as soon as possible after Xxxxxx’s receipt of Buyer’s written report, but in any event prior to the Closing. From and after The Estimated Settlement Statement, as agreed upon in writing by the delivery of Parties, will be used to adjust the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Unadjusted Purchase Price at the Closing and to determine the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Adjusted Purchase Price and at the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day periodClosing; provided, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “that if

Purchase Price Adjustments. (a) No later than 75 Within ninety (90) days following the ClosingClosing Date, Purchaser Buyer shall cause deliver to be prepared and delivered to the Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), certificate setting forth in reasonable detail those items that Seller disputesBuyer’s calculation, in accordance with the Accounting Principles, of the (A) Working Capital as of the Effective Time (the “Preliminary Working Capital Determination”), (B) Cash and Cash Equivalents as of the Effective Time (the “Preliminary Cash Determination”), (C) the Transaction Expenses (the “Preliminary Transaction Expenses Determination”) and (D) the Debt (the “Preliminary Debt Determination” and, together with the Preliminary Working Capital Determination, the amounts of any adjustments that are necessary in Seller’s judgment for Preliminary Cash Determination and the computation Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”); provided, however, that, at the reasonable written request of the Aggregate Purchase Price or the components thereof or Seller, until such time as the calculation of the Loan Receivables Closing Date Working Capital, Closing Date Cash, Closing Date Transaction Expenses and Closing Date Debt determinations are final and binding on the parties pursuant to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.62.3, the Seller and its agents will accountants and other duly authorized Representatives (at the Seller’s expense) shall be permitted to discuss with Buyer and its applicable Representatives the Preliminary Closing Statement and shall be provided with such copies of, and have access upon reasonable access notice at reasonable times during normal business hours of Buyer, to the relevant portions work papers and supporting records of Buyer and its Representatives used in the preparation of the financial books and records of Preliminary Closing Statement solely for the Company and its Subsidiary and access purposes reasonably necessary or appropriate to verify or recalculate the agents and employees of information set forth in the Company and its Subsidiary (including independent accountants and their work papersPreliminary Closing Statement, subject to the execution by such parties of customary access papers) as Seller may reasonably request to enable it to respond confidentiality, non-reliance or other agreements with such Persons (if requested). Notwithstanding anything in this Agreement to the Post-Closing Payment Statement. If contrary, Buyer may elect in its sole discretion to exclude any Uncollected Accounts Receivable from the parties resolve their differences over calculation of the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price Preliminary Working Capital Determination and the Loan Receivables shall be the amount agreed upon by them. If the parties fail any resulting payments due and payable pursuant to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with Section 2.4 of this Agreement. The “Agreement (if any).

Purchase Price Adjustments. (a) No later than 75 Post-Closing Estimates. Within one hundred and twenty (120) days following the ClosingClosing Date (the “Preparation Period”), Seller shall prepare and deliver to Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth Seller’s calculation of (i) Purchaser’s good faith calculation of the aggregate amount of the Cash EquivalentsClosing Cash, (ii) Purchaser’s good faith the Closing Indebtedness and (iii) the Closing Working Capital, in each case along with reasonable supporting detail to evidence the calculation of such amount. During the Net Working Capital Preparation Period, Purchaser shall, and shall cause the Company and Company Subsidiary to, provide Seller and its representatives with reasonable access to its officers, employees, agents and other personnel to the extent reasonably necessary to enable the Seller to prepare, deliver and verify the Closing Statement and the resulting amountinformation contained therein. The Closing Statement shall be prepared on a basis consistent with the accounting methodologies, if anypractices, by which estimation techniques, assumptions and principles used in the Net preparation of the Financial Statements and, in the case of the Closing Working Capital is less than (or greater than) Capital, such accounting methodologies, practices, estimation techniques, assumptions and principles used in establishing the Target Working Capital, . Purchaser and its representatives shall have ninety (iii90) Purchaser’s good faith estimate days following its receipt of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of supporting detail (the Loan Receivables as set forth in “Review Period”) to review the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all partiessame. If Seller disputes During the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment StatementReview Period, Seller shall provide written notice Purchaser and its representatives with reasonable access, during normal business hours and in a non-disruptive manner, to its and the Seller’s officers, employees, agents and other personnel to the extent reasonably necessary to enable the Purchaser no later than 30 days following receipt to review and verify the Closing Statement and the information contained therein. On or before the expiration of the Post-Review Period, Purchaser shall deliver to Seller a written statement accepting or objecting to the Closing Payment Statement (the “Dispute Closing Statement Response Notice”), setting forth in reasonable detail those items that Seller disputes, . If Purchaser does not deliver a Closing Statement Response Notice to Purchaser within the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute NoticeReview Period, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be deemed to have accepted the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items Closing Statement in accordance with this Agreement. The “its entirety.

Purchase Price Adjustments. (a) No later than 75 days As soon as reasonably practicable following the ClosingClosing Date, Purchaser but in no event more than ninety (90) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth in reasonable detail, as of the Closing Date, its calculation of (i) Purchaser’s good faith calculation of the aggregate amount of the Acquired Cash EquivalentsAdjustment, (ii) Purchaser’s good faith calculation of the Net Working Capital Adjustment, and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate the Purchase Price. The Acquired Cash Adjustment calculation shall incorporate the results of the Closing IndebtednessCash Count as provided in Section 2.4. The Acquired Cash Adjustment, (iv) Purchaser’s calculation of the Aggregate Working Capital Adjustment, and the Purchase Price based on calculations shall be determined in accordance with the foregoing definitions and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as principles set forth in this Agreement and the Post-other terms and conditions of this Agreement, and in accordance with GAAP applied on a basis consistent with the application of such principles in the preparation of the Reference Balance Sheet and the Purchase Price. The Closing Payment Statement shall be deemed final prepared in accordance with, and conclusive in the format of, Exhibit A, and binding upon all parties. If shall include calculation of (A) the Acquired Cash Adjustment, which shall be prepared in accordance with, and in the format of, Exhibit F, and (B) the Working Capital Adjustment, which shall be prepared in accordance with, and in the format of, Exhibit H. Subject to applicable Law, Seller disputes will use commercially reasonable efforts to cooperate with Buyer in connection with the accuracy preparation of the calculation Closing Payment Statement and will provide Buyer with reasonable access to any of Seller’s records not otherwise available to Buyer as a result of the Aggregate Purchase Price or any component thereof or transactions contemplated by this Agreement, to the calculation extent necessary for the preparation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments excluding income Tax books or records and communications that are necessary in Seller’s judgment for protected by the computation of the Aggregate Purchase Price attorney-client privilege or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30work-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “product privilege).

Purchase Price Adjustments. (a) No later than 75 days following As used herein: (i) “Final CEBARRA Purchase Price” means (A) the Base CEBARRA Purchase Price, plus (B) the Final Additional CEBARRA Equity Amount, if any, minus (C) the Final CEBARRA Leakage Amount, if any, plus (D) the applicable Closing Interest, minus (E) Consent Fees and Expenses, if any, in each case as finally determined pursuant to this Section 2.3. (ii) “Final CELSEPAR Purchase Price” means (A) the Base CELSEPAR Purchase Price plus (B) the Final Additional CELSEPAR Equity Amount, if any, minus (C) the Final CELSEPAR Leakage Amount, if any, minus (D) the Closing Debt Payment, minus (E) the Closing EPC Payment, plus (F) the applicable Closing Interest, minus (G) Consent Fees and Expenses, if any, minus (H) the CELSEPAR Credit Agreement Amortization Payments, if any, minus (I) the EPC Payment Agreement Payments, if any, in each case as finally determined pursuant to this Section 2.3. (b) After the Closing, Purchaser Buyer shall cause have one hundred twenty (120) days to be prepared and delivered deliver to Seller Sellers a statement (the “Preliminary Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaserthat shall set out Buyer’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Final CEBARRA Purchase Price and the components thereof Final CELSEPAR Purchase Price, quantifying each component listed in Section 2.3(a) and Purchaser’s calculation any applicable adjustment to the Sellers’ Closing Statement, together with reasonable documentation sufficient to allow Sellers and their Representatives to verify each of the Loan Receivables foregoing and such other documentation as set forth in the Sellers may reasonably request. If Buyer does not deliver a Preliminary Post-Closing Payment Statement on or prior to the one hundred twentieth (120th) day after the Closing, then the Sellers’ Closing Statement shall be deemed become final and conclusive and binding upon all parties. If the Parties and Buyer shall release and pay to each Seller disputes the accuracy an amount equal to such Seller’s Allocable Portion of the calculation CEBARRA Holdback Amount and of the Aggregate Purchase Price or any component thereof or CELSEPAR Holdback Amount plus the calculation Closing Interest applicable thereto. Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the Loan Receivables set forth in type that the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, registrant treats as private and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “confidential.

Purchase Price Adjustments. (a) No Not later than 75 days following three Business Days prior to the Closing Date, Selling Shareholder shall deliver to Buyer a statement (the "Preliminary Statement") setting forth a calculation of the Purchase Price, including its good faith estimate of (i) the Actual Net Working Capital based on the calculations prepared by the chief financial officer of Selling Shareholder (the "Estimated Net Working Capital"), (ii) the aggregate amount of Funded Debt outstanding as of immediately prior to the Closing, Purchaser (iii) the amount of Net Cash as of immediately prior to the Closing and (iv) the amount of the Company Expenses. The Preliminary Statement shall be subject to the review of Buyer and shall be reasonably acceptable to Buyer. Included in Exhibit 2.3(a) are the principles for calculating Target Net Working Capital and Actual Net Working Capital, which are referred to in this Agreement as the "Net Working Capital Calculation Principles." As promptly as practicable, but no later than 90 days after the Closing Date, Buyer shall at its expense cause to be prepared and delivered to Seller Selling Shareholder a statement (the “Post-Closing Payment Statement”) certificate setting forth the adjusted Purchase Price including (i) Purchaser’s good faith calculation of the Closing Balance Sheet, (ii) the Actual Net Working Capital (as determined in accordance with the Net Working Capital Calculation Principles), (iii) the aggregate amount of Funded Debt outstanding as of immediately prior to the Cash EquivalentsClosing, (iiiv) Purchaser’s good faith the amount of Net Cash as of immediately prior to the Closing and (v) the amount of the Company Expenses, together with supporting calculations and documentation in reasonable detail (the "Adjustment Certificate"). In the event that the Purchase Price set forth in the Adjustment Certificate as finally determined by the Arbitrating Accountant in accordance with Section 2.3(d) (the "Adjusted Purchase Price") is less than the Closing Cash Amount, then within five Business Days after the date the Adjustment Certificate becomes final in accordance with Section 2.3(d), Selling Shareholder shall pay to Buyer, by wire transfer, the amount of the shortfall on a dollar for dollar basis. In the event that the Adjusted Purchase Price is greater than the Closing Cash Amount, then within five Business Days after the date the Adjustment Certificate becomes final in accordance with Section 2.3(d), Buyer shall pay to Selling Shareholder, by wire transfer, the amount of the surplus on a dollar for dollar basis. In the event payment is not made within the time required by this Section, interest shall accrue on the unpaid amount at the Revolver Rate until paid. Selling Shareholder and its independent accountants shall be afforded, at Selling Shareholder's expense, access to any work papers prepared by Buyer or its independent accountants in connection with the Adjustment Certificate (subject to customary access agreements). The Adjustment Certificate shall become final and binding upon Selling Shareholder for purposes of this Agreement unless Selling Shareholder gives written notice of disagreement (a "Notice of Disagreement") to Buyer within 30 days following Selling Shareholder's receipt of the Adjustment Certificate. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. For a period of 30 days following Buyer's receipt of a Notice of Disagreement, Selling Shareholder and Buyer shall attempt to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 30 day period, Buyer and Selling Shareholder have failed to reach written agreement with respect to all such matters, then Buyer and Selling Shareholder shall promptly submit all such matters as specified in the Notice of Disagreement, as to which such written agreement has not been reached, to the national transaction services office of BDO Xxxxxxx, LLP (the "Arbitrating Accountant") for review. Buyer and Selling Shareholder shall each submit a written statement of position to the Arbitrating Accountant concerning the calculation of the Net Working Capital Target, Actual Net Working Capital or amount of Funded Debt, Net Cash or Company Expenses, as the case may be, and shall cause the resulting amountArbitrating Accountant to act promptly to determine whether to accept either the position of Buyer or the position of Selling Shareholder, if any, by which taking into account whether the calculations of the Net Working Capital is less than (or greater than) Target and Actual Net Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items Capital were done in accordance with the foregoing procedureNet Working Capital Calculation Principles, and the Arbitrating Accountant shall not make any other determination, including any determination as to whether the Net Working Capital Target, Actual Net Working Capital or amount of Funded Debt, Net Cash or Company Expenses in either party's position statement is correct, provided that the Arbitrating Accountant shall be required to accept the position of the party that is closest to what the Arbitrating Accountant believes to be the correct position. In reaching its determination, the Aggregate Purchase Price only alternatives available to the Arbitrating Accountant will be to (i) accept the position of Buyer or (ii) accept the position of Selling Shareholder. The Arbitrating Accountant shall have access to all documents and facilities necessary to perform its functions as arbitrator, and may at its discretion establish binding rules of procedure for the Loan Receivables conduct of the arbitration. The costs and expenses of the Arbitrating Accountant shall be paid by Selling Shareholder, on the one hand, and Buyer, on the other hand, in inverse proportion (based on value) as Selling Shareholder and Buyer prevail on any disputed matters, as determined by the Arbitrating Accountant. The determination of the Arbitrating Accountant with respect to such matters shall be the amount agreed exclusive method for the resolution of such matters, shall be final, non-appealable and binding upon by them. If the parties fail hereto and may be enforced by any court of competent jurisdiction. Closing The purchase and sale of the Share (the "Closing") provided for in this Agreement will take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxx P.L.L., counsel to resolve their differences over Selling Shareholder, located at One Cleveland Center, 20th Floor, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, at 10:00 a.m. (local time) on the disputed items within date that is five Business Days following the satisfaction of the conditions set forth in Articles 7 and 8, or at such 30-day period, then Purchaser other time and Seller shall forthwith jointly engage place as the Accounting Arbitrator to make a binding determination as parties may agree. Subject to the disputed items provisions of Section 11, failure to consummate the purchase and sale of the Share provided for in accordance with this Agreement on the date and time and at the place determined pursuant to this Section will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. The “.

Purchase Price Adjustments. (a) No later than 75 As promptly as possible, but in any event within 120 days following after the ClosingClosing Date, Purchaser shall cause to be prepared and delivered will deliver to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of (i) the Loan Receivables Closing Net Working Capital, Closing Cash, Closing Indebtedness, Botanist Transaction Expenses (that were not included in the Botanist Cash Amount) and Closing Transaction Expenses and a calculation of the Purchase Price (the “Preliminary Closing Statement”) and (ii) Existing Customer TTM Revenue (the “Preliminary Customer TTM Revenue Statement”). The Closing Net Working Capital, Closing Cash, Closing Indebtedness, Botanist Transaction Expenses (that were not included in the Botanist Cash Amount) and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles. After delivery of the Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement, Purchaser shall give Seller and its representatives reasonable access, during normal business hours, to conform review the Company’s and its Subsidiaries’ material books and records and work papers related to the requirements preparation of this Agreementthe Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement for the purpose of assisting Seller in its review thereof. The Seller and its representatives may make reasonable inquiries of the Company and its Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement arising in the course of its review thereof, and the basis for Company and its suggested adjustmentsSubsidiaries shall use their commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. During If Seller has any objections to the 30Preliminary Closing Statement or the Preliminary Customer TTM Revenue Statement, Seller shall deliver to Purchaser a written statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not 33067829.14 delivered to Purchaser within 45 days after delivery of the Preliminary Closing Statement and the Preliminary Customer TTM Revenue Statement, the Preliminary Closing Statement and the Preliminary Customer TTM Revenue Statement shall be final, binding and non-appealable; provided that, in the event the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by Seller or any of its representatives within five (5) Business Days of request therefor, such 45-day period following delivery will be extended by one (1) day for each additional day required for Purchaser, the Company or any of a Dispute Notice, its Subsidiaries to fully respond to such request. The Seller and Purchaser and Seller will shall negotiate in good faith with to resolve any such objections, but if they do not reach a view to resolving their disagreements over the disputed items. From and final resolution within 30 days after the delivery of the Post-Closing Payment Statement to Objections Statement, Seller and until Purchaser shall submit such dispute to Deloitte or such other mutually acceptable dispute resolution firm (the final “Dispute Resolution Firm”). Any submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement as being items which Seller and Purchaser are unable to resolve. The Dispute Resolution Firm shall not assign a value to any item greater than the greatest value for such item, or lower than the lowest value of such item, claimed in any notice of disagreement presented to the Dispute Resolution Firm pursuant hereto. The Dispute Resolution Firm’s determination will be based solely on the definitions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Botanist Transaction Expenses, the Aggregate Purchase Price and the Loan Receivables in accordance with Existing Customer TTM Revenue (as finally determined pursuant to this Section 2.61.5), as applicable, contained herein. The Seller and its agents will Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within 30 days after the submission of any dispute. Further, the Dispute Resolution Firm’s determination shall be provided with such reasonable access during normal business hours to based solely on the relevant portions of the financial books presentations by Purchaser and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items which are in accordance with the foregoing procedureterms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be allocated between Purchaser and Seller based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser contests only $500 of the amount claimed by Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to Purchaser and 40% (i.e., 200/500) to Seller. The Preliminary Closing Statement and the Preliminary Customer TTM Revenue Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.5, and, as so revised, such Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement, as applicable, shall be deemed to set forth the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Botanist Transaction Expenses (that were not included in the Botanist Cash Amount), Closing Transaction Expenses, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail Existing Customer TTM Revenue (as finally determined pursuant to resolve their differences over the disputed items within such 30-day periodthis Section 1.5), then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “each case, for all purposes hereunder.

Purchase Price Adjustments. (a) No As promptly as practicable (but not later than 75 ninety (90) days following the ClosingClosing Date), Purchaser Buyer shall cause deliver to be prepared and delivered to Seller a statement the Stockholder Representative Buyer’s calculation in reasonable detail of the (i) Working Capital as of the close of business on the Business Day immediately preceding the Closing Date (the “Post-Closing Payment StatementPreliminary Working Capital Determination”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents), (ii) Purchaser’s good faith calculation Cash and Cash Equivalents as of the Net Working Capital and close of business on the resulting amount, if any, by which Business Day immediately preceding the Net Working Capital is less than Closing Date (or greater than) Target Working Capitalthe “Preliminary Cash Determination”), (iii) Purchaser’s good faith estimate of Closing Date Debt (the “Preliminary Closing Indebtedness, Date Debt Determination”) and (iv) Purchaser’s calculation of Closing Date Transaction Expenses (the Aggregate Purchase Price based on “Preliminary Closing Date Transaction Expenses Determination” and, together with the foregoing Preliminary Working Capital Determination, the Preliminary Cash Determination and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts Preliminary Closing Date Debt Determination, the Post-“Preliminary Closing Payment Statement in writingStatement”); provided, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereofhowever, then that until such time as the calculation of the Aggregate Purchase Price amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt and Closing Date Transaction Expenses determinations are final and binding on the components thereof parties pursuant to this Section 2.3, the Stockholder Representative and Purchaserits accountants (at the Stockholder Representative’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement expense) shall be deemed final permitted to discuss with Buyer and conclusive its accountants the Preliminary Closing Statement and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreementbe provided copies of, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such have access upon reasonable access notice at all reasonable times during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papersto, subject to execution the Stockholder Representative’s entrance into a customary confidentiality and hold harmless agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of customary access papers) Buyer and its accountants so as Seller may reasonably request to enable it allow the Stockholder Representative and its accountants to respond become informed concerning all matters relating to the Post-preparation of the Preliminary Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price Statement and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day periodaccounting procedures, then Purchaser methodologies, tests and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items approaches used in accordance with this Agreement. The “connection therewith.

Purchase Price Adjustments. (a) No later than 75 As promptly as possible, but in any event within 45 days following after the ClosingClosing Date, the Purchaser shall cause will deliver to be prepared and delivered to the Seller a statement showing the calculation of the Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses and a calculation of the Purchase Price (the “Post-Preliminary Closing Payment Statement”). The Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles. The parties agree that the purpose of determining the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the related purchase price adjustments contemplated by this Section 1.5(a) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the is to measure changes in Closing Net Working Capital and the resulting amountlevels of Closing Cash, if anyClosing Indebtedness and Closing Transaction Expenses, by which and, to the extent prepared in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles, such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of determining the Closing Net Working Capital is less than (or greater than) Target Working Capital, (iii) Closing Cash, Closing Indebtedness or Closing Transaction Expenses. After delivery of the Preliminary Closing Statement, the Purchaser shall give the Seller and its representatives reasonable access to review the Purchaser’s good faith estimate and the Company’s books and records and work papers related to the preparation of the Preliminary Closing Indebtedness, (iv) Purchaser’s calculation Statement. The Seller and its representatives may make inquiries of the Aggregate Purchase Price based on Purchaser, the foregoing Company and (v) Purchaser’s calculation their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and the Loan ReceivablesPurchaser shall use its, and shall cause the Company to use its, commercially reasonable efforts to cause any such accountants to respond to such inquiries. If the Seller accepts has any objections to the Post-Preliminary Closing Payment Statement, the Seller shall deliver to the Purchaser a statement setting forth its objections thereto (an “Objections Statement”). If the Purchaser fails to timely deliver the Preliminary Closing Statement in writing, or if Seller fails to notify Purchaser of any dispute accordance with respect thereto within 30 days following receipt thereofthis Section 1.5(a), then the calculation of Seller may, in its sole discretion, (i) deem the Aggregate Purchase Price and Estimated Closing Statement to be the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy statement of the calculation of the Aggregate Purchase Price or any component thereof (ii) deem that the Estimated Closing Statement is the Preliminary Closing Statement and deliver an Objection Statement with respect thereto in accordance with this Section 1.5(a). If an Objections Statement is not delivered to the Purchaser within 30 days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto; provided that, in the event the Purchaser or the calculation Company does not provide any papers or documents reasonably requested by the Seller or any of the Loan Receivables set forth its representatives within five days of request therefor (or such shorter period as may remain in the Postsuch 30-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”day period), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the such 30-day period following delivery of a Dispute Notice, will be extended by one day for each additional day required for the Purchaser or Company to fully respond to such request. The Seller and Seller will the Purchaser shall negotiate in good faith with to resolve any such objections, but if they do not reach a view to resolving their disagreements over the disputed items. From and final resolution within 30 days after the delivery of the Post-Closing Payment Statement to Objections Statement, the Seller and until the final determination of Purchaser shall submit such dispute to Cxxxx LLP or such other mutually acceptable dispute resolution firm (the Aggregate Purchase Price “Dispute Resolution Firm”). Any submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement and which are not resolved in writing by the Seller and the Loan Receivables in accordance with Purchaser prior to submission to the Dispute Resolution Firm. The Dispute Resolution Firm’s determination will be based solely on the provisions of this Section 2.61.5(a), the Agreed Accounting Principles and the definitions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Purchase Price, as applicable, contained herein. The Seller and its agents will the Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within 45 days after the submission of any dispute. The Dispute Resolution Firm shall act as an expert, not arbitrator. Further, the Dispute Resolution Firm’s determination shall be provided with such reasonable access during normal business hours to based solely on the relevant portions of presentations by the financial books Purchaser and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items which are in accordance with the foregoing procedureterms and procedures set forth in this Agreement (i.e., not on the Aggregate Purchase Price basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto, absent manifest mathematical error. The costs and expenses of the Dispute Resolution Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if the Seller submits an Objections Statement for $1,000, and if the Purchaser contests only $500 of the amount claimed by the Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to the Purchaser and 40% (i.e., 200/500) to the Seller. The Preliminary Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.5, and, as so revised, such Preliminary Closing Statement shall be deemed to set forth the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day periodPurchase Price, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “each case, for all purposes hereunder.

Purchase Price Adjustments. (a) No later than 75 days following At least five Business Days prior to the ClosingClosing Date, Purchaser TreeHouse shall prepare, or cause to be prepared prepared, and delivered deliver to Seller the Buyer, together with reasonably detailed supporting information and back-up for such calculations, a written statement (the “Post-Preliminary Closing Payment Statement”) setting forth a good-faith estimate of (i) Purchaser’s good faith calculation Net Working Capital (and the components thereof) (the “Estimated Net Working Capital”) determined as of the aggregate amount of the Cash EquivalentsCalculation Time, (ii) Purchaser’s good faith calculation Indebtedness (the “Estimated Indebtedness”) determined as of immediately prior to the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working CapitalClosing, (iii) Purchaser’s good faith estimate U.S. Cash Amount plus the Foreign Cash Amount (the “Estimated Cash”) determined as of the Closing Indebtedness, Calculation Time and (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement Transaction Expenses (the “Dispute NoticeEstimated Transaction Expenses”)) determined as of immediately prior to the Closing, setting forth calculated on a basis consistent with the relevant definitions and terms of this Agreement, including, as applicable, the Applicable Accounting Principles. Prior to the Closing, the Buyer shall be entitled to comment on and request reasonable changes to the Preliminary Closing Statement, and TreeHouse and the Buyer in reasonable detail those good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Statement; provided, that Seller disputesif the parties are unable to resolve all such differences prior to the Closing, the amounts of any adjustments that are necessary the Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses as reflected in Seller’s judgment the Preliminary Closing Statement shall be used for purposes of calculating the computation of the Aggregate Estimated Purchase Price on the Closing Date. The Buyer’s failure to identify any questions or the components thereof or the calculation of the Loan Receivables to conform changes to the requirements of this AgreementPreliminary Closing Statement shall not indicate any acceptance or waiver, and or otherwise impact the basis for its suggested adjustments. During Buyer’s right to prepare the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Final Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “2.3(b).

Purchase Price Adjustments. (a) No later than 75 days As soon as reasonably practicable following the ClosingClosing Date, Purchaser but in no event more than ninety (90) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth in reasonable detail, as of the Closing Date, its calculation of (i) Purchaser’s good faith calculation of the aggregate amount of the Acquired Cash EquivalentsAdjustment, (ii) Purchaser’s good faith calculation of the Net Working Capital Adjustment, and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate the Purchase Price. The Acquired Cash Adjustment calculation shall incorporate the results of the Closing IndebtednessCash Count as provided in Section 2.4. The Acquired Cash Adjustment, (iv) Purchaser’s calculation of the Aggregate Working Capital Adjustment, and the Purchase Price based on calculations shall be determined in accordance with the foregoing definitions and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as principles set forth in this Agreement and the Post-other terms and conditions of this Agreement, and in accordance with GAAP applied on a basis consistent with the application of such principles in the preparation of the Reference Balance Sheet and the Purchase Price. The Closing Payment Statement shall be deemed final prepared in accordance with, and conclusive in the format of, Exhibit A, and binding upon all parties. If shall include calculation of (A) the Acquired Cash Adjustment, which shall be prepared in accordance with, and in the format of, Exhibit F, and (B) the Working Capital Adjustment, which shall be prepared in accordance with, and in the format of, Exhibit H. Subject to applicable Law, Seller disputes will use commercially reasonable efforts to cooperate with Buyer in connection with the accuracy preparation of the calculation Closing Payment Statement and will provide Buyer with reasonable access to any of Seller’s records not otherwise available to Buyer as a result of the Aggregate Purchase Price or any component thereof or transactions contemplated by this Agreement, to the calculation extent necessary for the preparation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments excluding income Tax books or records and communications that are necessary in Seller’s judgment for protected by the computation of the Aggregate Purchase Price attorney-client privilege or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustmentswork-product privilege). During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “8

Purchase Price Adjustments. (a) No later than 75 days following At least three (3) Business Days prior to the ClosingClosing Date, Purchaser the Seller shall prepare, or cause to be prepared prepared, and delivered deliver to Seller the Buyer a statement (the “Post-Preliminary Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good a good-faith estimate of the Closing IndebtednessCompany’s (A) Net Working Capital (the “Estimated Net Working Capital”), (ivB) PurchaserIndebtedness (the “Estimated Indebtedness”), (C) Cash (the “Estimated Cash”) and (D) Transaction Expenses (the “Estimated Transaction Expenses”), each determined as of 11:59 p.m. on the day prior to the Closing Date (and, except for Estimated Transaction Expenses, without giving effect to the transactions contemplated herein), based on the Seller’s books and records and other information available at the Closing and (ii) on the basis of the foregoing, a calculation of the Aggregate Estimated Purchase Price based Price. Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be calculated on the foregoing and (va basis consistent with Schedule 2.3(a) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof accounting principles, practices, assumptions, conventions and Purchaser’s calculation of the Loan Receivables as policies set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement therein (the “Dispute NoticeApplicable Accounting Principles”). An illustrative example of a Preliminary Closing Statement and calculation of Net Working Capital, setting forth Indebtedness, Cash and Transaction Expenses is also included in reasonable detail those Schedule 2.3(a) (the “Sample Statement“). Prior to the Closing, the Seller and the Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Statement; provided, that Seller disputesif the parties are unable to resolve all such differences prior to the Closing, the amounts of any adjustments that are necessary the Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses as reflected in Seller’s judgment the Preliminary Closing Statement shall be used for purposes of calculating the computation of the Aggregate Estimated Purchase Price or on the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Date.

Purchase Price Adjustments. (a) No later than 75 days following At least five (5) Business Days prior to the Closinganticipated Closing Date, Purchaser the Company shall prepare, or cause to be prepared prepared, and delivered deliver to Seller the Buyer a statement (the “Post-Preliminary Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation an estimated unaudited consolidated balance sheet of the aggregate amount Company and its Subsidiaries as of the Cash EquivalentsReference Time, (ii) Purchasera good-faith estimate of (A) the Company’s good faith Net Working Capital (the “Estimated Net Working Capital”), (B) the sum of the Company’s Indebtedness plus the Indebtedness secured by the Existing Mortgages (the “Estimated Indebtedness”), (C) the Company’s Cash (the “Estimated Cash”), (D) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), and (E) the Real Estate Prorations (the “Estimated Real Estate Prorations”), each determined as of the Reference Time in accordance with this Agreement, based on the Company’s books and records and other information available at the Closing, and (iii) on the basis of the foregoing, a calculation of the Estimated Net Working Capital Purchase Price Amount and the resulting amountClosing Payment, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute together with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy reasonably detailed supporting evidence of the calculation of the Aggregate Purchase Price or any component thereof or amounts reflected in the Preliminary Closing Statement. Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash, Estimated Company Transaction Expenses, and Estimated Real Estate Prorations shall be calculated on a basis consistent with GAAP applied consistently with the Company’s historical accounting practices utilized in the preparation of the Financial Statements and the accounting principles, practices, assumptions, conventions, and policies set forth on Section 1.3(a)(iii) of the Company Disclosure Letter (collectively, the “Applicable Accounting Principles”). An illustrative example of a Preliminary Closing Statement and calculation of Net Working Capital, Indebtedness, Cash, the Loan Receivables Company Transaction Expenses, and the Real Estate Prorations is set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement as Exhibit A (the “Dispute NoticeSample Statement”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “.

Purchase Price Adjustments. At the Closing, the Purchase Price -------------------------- shall be reduced for the aggregate dollar amount of the following determined as of the Closing Date: (a) No later than 75 At least 31 days following prior to the ClosingClosing Date, Purchaser Sellers shall cause deliver to be Buyer an audited balance sheet of the Business for the twelve-month period ending as of December 31, 1995 prepared by AACS' independent auditors and delivered to Seller a statement prepared in accordance with GAAP (the “Post"December Balance Sheet") together with an income statement for the twelve-Closing Payment Statement”month period ended as of December 31, 1995 (the "Audit Date") setting forth relating to the December Balance Sheet (i) Purchaser’s good faith calculation together with the Balance Sheet, the "Audited Financial Statements"). In connection with the December Balance Sheet, Sellers shall also deliver to Buyer a determination of the aggregate amount earnings before interest, taxes, depreciation and amortization of AACS ("EBITDA") calculated for the twelve-month period ending on the Audit Date, which EBITDA calculation shall be appropriately adjusted to increase EBITDA to take into effect the extraordinary legal expenses of AACS for the twelve-month period ending as of the Cash Equivalents, (ii) Purchaser’s good faith calculation of Audit Date. Buyer and its representatives shall have the Net Working Capital right to review all work papers and procedures used to prepare the Audited Financial Statements and the resulting amountEBITDA calculation and shall have the right to perform any other reasonable procedures necessary to verify the accuracy thereof. Unless Buyer, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation after delivery to Buyer of the Aggregate Purchase Price December Balance Sheet notifies Sellers in writing that Buyer objects to the December Balance Sheet or the EBITDA calculation, as applicable, and specifies the basis for such objection, such December Balance Sheet and the components thereof and Purchaser’s EBITDA calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed become final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment parties for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements purposes of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties Buyer and Sellers are unable to resolve their differences over the disputed items in accordance with the foregoing proceduresuch objections within 20 days after any such notification has been given, the Aggregate Purchase Price and the Loan Receivables dispute shall be the amount submitted to Coopers & Xxxxxxx, L.L.P. (or, if Coopers & Xxxxxxx, L.L.P. is unavailable, to another nationally recognized public accounting firm (other than Ernst & Young, L.L.P.) mutually agreed upon by themBuyer and Sellers; provided, however, that if Buyer and Sellers cannot agree on an accounting firm, the dispute shall be submitted to an accounting firm designated by Ernst & Young, L.L.P.). If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller Such accounting firm shall forthwith jointly engage the Accounting Arbitrator to make a final and binding determination as to the disputed items matter or matters in accordance dispute within 20 days of its engagement. Buyer and Sellers agree to cooperate with this Agreementeach other and with each other's authorized representatives in order to resolve any and all matters in dispute as soon as practicable. The “party or parties whose determination of EBITDA is farthest from that determined by the accounting firm retained under this Section 3.2(a) to resolve any dispute regarding such determination, shall bear all of the costs and expenses of such accounting firm, which costs and expenses shall be paid within 30 days of presentation of an invoice for such services. To the extent that the final determination of EBITDA is less than $292,000. the Purchase Price shall be reduced by the amount of such difference multiplied by six (6).