Common use of Closing Statement Clause in Contracts

Closing Statement. (i) As soon as practicable after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. (ia) As soon promptly as practicable practicable, but no later than ninety (90) days, after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or Buyers will cause to be prepared, at the Company’s cost, prepared and deliver delivered to Seller a statement (the “Closing Statement”) ), prepared on the basis set out in Schedule 2.06, setting forth Buyer’s good faith Buyers’ calculation of the Purchase Price Closing Working Capital, Closing Working Capital Adjustment, Closing Indebtedness, Closing Cash and each of the Purchase Price Elements, in each caseresulting Closing Cash Consideration, together with supporting documentation for copies of such calculations reasonably requested documents, underlying source data, trial balances and other information used by Seller. The Closing Statement shall be prepared Buyers in accordance with the terms of either (including definitions contained inI) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review their preparation of the Closing Statement and/or (II) their calculation of such amounts, as are reasonably necessary for Seller to review and Buyer’s determination of Purchase Price Elements; provided, that verify such preparation and amounts. (wb) If Seller shall have executed customary access and confidentiality agreements (to disagrees with the extent not already executed), (x) work papers Closing Statements or Buyers’ calculation of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts Closing Cash Consideration, as delivered pursuant to cause such accountants to permit such access to their work papers), (yClause 2.06(a) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this AgreementSchedule 2.06, Seller shall may, within forty-five (45) days after receipt thereof notify Buyer delivery of the same documents referred to in writing (an “Objection Notice”Clause 2.06(a), which deliver a notice to Buyers disagreeing with the Closing Statements and/or such calculation and setting forth Seller’s calculation of such amount. Any such notice of disagreement shall specify the disputed item(s) those items or amount(s)amounts as to which Seller disagrees, the basis of such objection(s) and Seller shall be deemed to have agreed with all other items and amounts contained in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the partiesas delivered pursuant to Clause 2.06(a). (iic) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt a notice of the Objection Notice, provides written notice disagreement is delivered pursuant to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”Clause 2.06(b), the parties shall negotiate in good faith to reach an agreement Buyers and Seller shall, during the fifteen (15) day period Business Days following delivery of such Notice of Disagreement from Buyer delivery, use their commercially reasonable efforts to Seller (reach agreement on the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller disputed items or amounts in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement order to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, determine the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) Cash Consideration. If, upon completion of the Resolution Periodduring such period, Buyer Buyers and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreementsuch agreement, they shall promptly thereafter submit thereafter: (i) cause Deloitte LLP; or (ii) if a material conflict exists, such other firm of independent accountants of internationally recognized standing (who shall not have any material relationship with Buyers or Seller) that is reasonably satisfactory to the Independent Accounting Firm for arbitrationBuyers and Seller or, in accordance with default of agreement, within ten (10) Business Days of the standards set forth date of either the Buyers or the Seller serving on the other details of its suggested independent accountants, such independent accountants as nominated by the President for the time being of the Institute of Chartered Accountants in this Section 1.4(dEngland and Wales upon the application of either the Buyers or the Seller (the “Independent Accountants”), to promptly review the disputed items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in and the Closing Statement or relevant sections of this Agreement relating to the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in disputed items or amounts for the Notice purpose of Disagreement, and been unable to reach agreement calculating the disputed items or amounts (the “Unresolved Disputed Matters”). In making such calculation, the Independent Accountants shall: (X) consider only the Disputed Matters; and (Y) shall act as experts and not as arbitrators. The Independent Accounting Firm Accountants’ determination shall, in the absence of manifest error, be final and binding on the parties. The Independent Accountants shall deliver to Seller Buyers and BuyerSeller, as promptly as practicable, a determination report setting forth their calculation of the Unresolved Matters; provided, that Buyer Closing Cash Consideration. The cost of such review and report shall be borne between Buyers and Seller shall use reasonable efforts to cause in such proportions as the Independent Accounting Firm to render a written decision about Accountants may direct taking into account the Unresolved Matters submitted to relative amount by which the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved calculations by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer Buyers or Seller, as applicable) and not by independent reviewthe case may be, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within differ from the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and final amounts of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved Disputed Matter decided by the Independent Accounting FirmAccountants or, which proportionate allocation shall be calculated on an aggregate basis based on in the relative dollar values absence of any such direction, fifty percent by the Buyers and fifty percent by the Seller. (d) Buyers and Seller agree that they will, and will use reasonable endeavours to cause their respective accountants to, and Buyers agree to cause the members of the amounts Target Group to, cooperate and assist in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution preparation of the matters Closing Statement and the calculation of Closing Cash Consideration and in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination conduct of the Independent Accounting Firm reviews referred to in any court having jurisdiction over this Clause 2.06, including the party against which such determination is making available to be enforcedthe extent reasonably necessary of books, records, work papers and personnel.

Closing Statement. (i) As soon as practicable after Within 120 days following the Closing Date, but no later than Date (the ninetieth (90th) day after the Closing Date"Delivery Deadline"), Buyer shall prepare, or cause to be prepared, at the Company’s cost, prepare and deliver to Seller Sellers a reasonably detailed statement (the “"Closing Statement”") setting forth Buyer’s 's good faith calculation of: (i) Net Cash Assets as of the Purchase Price Closing (the "Closing Net Cash Asset Amount"), and each (ii) Transferred Company Debt as of immediately prior to Closing (the Purchase Price Elements, in each case"Closing Indebtedness Amount"), together with reasonable supporting documentation detail to evidence Bxxxx's calculations, explanations and assumptions for the calculation of such calculations reasonably requested by Selleramounts. The Closing Net Cash Asset Amount shall be prepared in the form and manner, and on a basis consistent with, the form and manner of the calculations set forth on the Sample NCA Calculation, including the Accounting Principles. Without limiting the generality of the foregoing, it is the intent of the parties that in calculating and determining Closing Net Cash Asset Amount (and the components thereof) under this Section 3.3(a), solely as to the Closing Net Cash Asset Amount relating to the Sellers and not as to the Transferred Companies, none of the parties nor the Arbitrating Accountant (as defined below) shall be permitted to (x) include balance sheet line items or accounts that are different from those included on the Sample NCA Calculation or (y) make any changes or modifications to the accounting principles, policies, practices, assumptions, procedures, elections, categorizations and methods (including those relating to the nature of accounts and inclusion of balance sheet line items and the level of reserves and/or accruals, any calculations or estimations thereof or any adjustments thereto, and/or any determinations of applicable foreign exchange conversion rates) that were used in the calculation of the Sample NCA Calculation. If Buyer fails to deliver the Closing Statement by the Delivery Deadline, then, at Sellers' election (which election Sellers may make in their sole discretion) five days after delivery of written notice to Buyer, the calculations set forth in the Estimated Closing Statement shall be prepared in accordance with the terms of final, not subject to further adjustment and binding for all purposes (including definitions contained incalculating the Purchase Price) this Agreement and provided the Accounting Principles. Sellers have provided the information or assistance reasonably requested by Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review preparation of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the partiesif any. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. (ia) As soon promptly as practicable after the Closing Datepracticable, but no later than the ninetieth (90th) day 60 days, after the Closing Date, Buyer shall prepare, or will cause to be prepared, at the Company’s cost, prepared and deliver delivered to Seller a closing statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of (i) Working Capital, including all components thereof, and (ii) the Purchase Price and each Seller Asset Value. (b) If Seller disagrees with Buyer’s calculation of Working Capital or the Seller Asset Value delivered pursuant to Section 2.10(a), Seller may, within 45 days after delivery of the Purchase Price Elementsdocuments referred to in Section 2.10(a), deliver a notice to Buyer disagreeing with such calculation and which specifies Seller’s calculation of such amount and, in each casereasonable detail, together with supporting documentation Seller’s grounds for such calculations reasonably requested by Sellerdisagreement. The Closing Statement Any such notice of disagreement shall be prepared in accordance with the terms of specify those items or amounts as to which Seller disagrees (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall affordeach, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection NoticeDisputed Item”), which notice and Seller shall specify the disputed item(s) or amount(s), the basis of such objection(s) be deemed to have agreed with all other items and amounts contained in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations calculation of Purchase price Working Capital and the Purchase Price Elements therein shall be final, conclusive and binding on the partiesSeller Asset Value delivered pursuant to Section 2.10(a). (iic) If Seller objects in accordance with a notice of disagreement shall be duly delivered pursuant to Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”2.10(b), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller shall, during the 30 days following such delivery, use their best efforts to reach agreement on the Disputed Items or amounts in writing) be governed by Rule 408 of order to determine Working Capital and the Federal Rules of Evidence and any applicable similar state ruleSeller Asset Value. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an such agreement with respect to the matters in dispute set forth in the Notice of Disagreementduring such period, they shall promptly thereafter submit jointly retain an Accounting Referee and cause such Accounting Referee promptly to review this Agreement and the Independent Disputed Items for the purpose of calculating Working Capital and the Seller Asset Value. In making such calculation, such Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm Referee shall consider only those items or amounts in the Closing Statement or Disputed Items, and the calculation determination of the Purchase Price Elements, such Accounting Referee with respect to which Buyer and Seller have disagreedeach Disputed Item shall be an amount within the range established with respect to such Disputed Item by Buyer’s calculation delivered pursuant to Section 2.10(a), as set forth in on the Notice of Disagreementone hand, and been unable Seller’s calculation delivered pursuant to reach agreement (Section 2.10(b), on the “Unresolved Matters”)other hand. The Independent Such Accounting Firm Referee shall deliver to Seller Buyer and BuyerSeller, as promptly as practicable, a determination report setting forth such calculation. Such report shall be final and binding upon Buyer and Seller. The cost of the Unresolved Matters; provided, that such review and report shall be borne equally by Buyer and Seller. (d) Buyer and Seller shall use reasonable efforts agree that they will cooperate and assist in the preparation of the Closing Statement and the calculation of Working Capital and the Seller Asset Value and in the conduct of the reviews referred to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted in this Section 2.10, including by making available to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors extent necessary books, records, work papers and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedpersonnel.

Closing Statement. Promptly, but in any event within thirty (i30) As soon as practicable days after the Closing Date, but no later than the ninetieth (90th) day after the Closing DateClosing, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver furnish to Seller a written statement (the “Closing Statement”) setting forth Buyer’s good faith calculation as of the Purchase Price and each Closing Date, the Assumed Liabilities, the Net Amount of the Working Capital Assets, the Service Contracts Adjustment Amount, the Closing Cash Payment and the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by SellerPrice. The Closing Statement shall include the amount of each of the components of the Net Amount of the Working Capital Assets. Unless, within the fifteen day period following Seller’s receipt of the Closing Statement, Seller delivers written notice to Buyer (the “Dispute Notice”) setting forth (in detail sufficient for Buyer to understand the nature of and basis for Seller’s dispute) any and all items of disagreement related to the Closing Statement, including the amount thereof (each, an “Item of Dispute”), the Closing Statement shall be conclusive and binding upon each of the Parties; provided, however, that the only basis on which Seller shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with the terms of (including definitions contained in) this Agreement and or the Accounting PrinciplesClosing Statement contains a mathematical or clerical error or errors. After the delivery of the Closing Statement, Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by cooperate with Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the its review of the Closing Statement Statement, including providing Seller and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary its accountants reasonable access and confidentiality agreements (during business hours to materials used in the extent not already executed), (x) work papers preparation of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Closing Statement. If, for whatever reason, Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner does not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in furnish the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of after the receipt of such submission. The scope of Closing, the disputes to be resolved by the Independent Accounting Firm Estimated Closing Statement shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination each of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedParties.

Closing Statement. (ia) As soon as practicable Within 60 days after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer Purchaser shall prepare, or cause to be prepared, at the Company’s cost, prepare and deliver to Seller a the Company an unaudited statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each Working Capital of the Purchase Price ElementsCompany as of immediately prior to the Closing (the “Closing Working Capital”), in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement which shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection GAAP on a basis consistent with the review of Closing Statement accounting principles, practices and procedures used in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records preparation of the Company December 31, 2007 balance sheet included in the Financial Statements, as modified by the accounting principles, practices and such Representatives procedures set forth on Schedule 2.3, regardless of any changes in GAAP following the Company (including date of this Agreement. Promptly upon the Company’s accountants) relevant request, Purchaser shall make available to the review Company copies of the work papers and back-up materials used by Purchaser in preparing the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that such other documents as the Company may reasonably request in connection with its review thereof. (wb) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of Within 30 days after the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations receipt of the Company and (z) Buyer mayClosing Statement, and may cause the Company to, withhold access shall deliver to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in Purchaser a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in written statement either accepting the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s)specifying any objections thereto. If Seller the Company does not deliver an Objection Notice any such objections within such forty30-five (45) day period, the Closing Statement shall become final and binding upon all parties. If the Company does deliver such objections within such 30-day period, and the calculations parties cannot resolve such objections within 30 days after Purchaser’s receipt thereof, any remaining disputes shall be resolved by Deloitte & Touche LLP or another nationally recognized independent accounting firm mutually agreed upon by the Company and Purchaser (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within 30 days after its appointment, based solely on the presentations of Purchase price Purchaser and the Purchase Price Elements therein Company as to whether such objections have been determined in a manner consistent with this Agreement. The resolution of such disputes by the Accounting Firm shall be final, set forth in writing and shall be conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above upon all parties and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Noticemodified by such resolution, shall be final, conclusive become final and binding upon the date of such resolution. The Accounting Firm shall apportion its fees and expenses between the Company, on the parties. (iii) Ifone hand, upon completion of and Purchaser, on the Resolution Periodother hand, Buyer based on the degree to which each party’s claims were unsuccessful, and Seller are unable to reach an agreement with respect to the matters in dispute set forth in parties shall pay the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in such determination. For example, if pursuant to this Section 1.4(d), 2.3(b) the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of Company submitted an objection affecting the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice amount of Disagreement$100,000 and prevailed as to $45,000 of such amount, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination Company would pay 55% of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. (i) As soon as practicable Within 90 days after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitrationshall, in accordance with the standards set forth historical principles, practices, methodologies, procedures and policies used by the Companies in this Section 1.4(d), connection with the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts preparation of and reflected and applied in the Closing Statement or Financial Statements, prepare and deliver to the Sellers’ Representative a calculation of the Purchase Price ElementsNet Working Capital, with respect to which the Cash, the Company Expenses and the Indebtedness of the Companies, in each case as of the Closing Date (determined on a pro forma basis as though the Buyer and Seller have disagreedthe Sellers had not consummated the Transaction), as set forth in the Notice of Disagreement, and been unable to reach agreement together with reasonably detailed supporting documentation (the “Unresolved MattersDraft Closing Statement”). Upon reasonable advance notice, the Sellers’ Representative shall have full access to all information (including books and records of the Companies and working paper used for the preparation of the Draft Closing Statement) during normal business hours. The Independent Accounting Firm Sellers’ Representative shall deliver to Seller and Buyera certificate setting forth their acceptance of, as promptly as practicableor objections to, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm Draft Closing Statement within thirty (30) 60 days of the receipt of such submissionDraft Closing Statement. If there are no objections, the Draft Closing Statement shall be deemed accepted by the Sellers. In the event that the Sellers’ Representative object to the Draft Closing Statement, the Buyer and the Sellers’ Representative shall attempt in good faith to promptly resolve any such objections, and in the event that the Buyer and the Sellers’ Representative are unable to resolve such objections within 30 days after the Buyer’s receipt of the Sellers’ Representative’s written objections to the Draft Closing Statement, such dispute shall be governed by Section 2.4(c) below. The scope of the disputes to be resolved Draft Closing Statement, upon its acceptance by the Independent Accounting Firm shall be limited to fixing mathematical errors Sellers’ Representative or as agreed between the Buyer and determining whether the Unresolved Matters were Sellers’ Representative or as determined after any disputes have been resolved in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicableSection 2.4(c) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s)below, shall be borne by Buyer referred to as the “Closing Statement,” and Seller in inverse proportion as they may prevail on such statement shall include the matters resolved by Net Working Capital, Cash, the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on Company Expenses and the relative dollar values Indebtedness of the amounts Companies, in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution each case as of the matters in dispute. All determinations made by Closing Date (the Independent Accounting Firm will, absent manifest error, be final, conclusive “Closing Date Net Working Capital,” “Closing Date Cash,” “Closing Date Company Expenses,” and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced“Closing Date Indebtedness,” respectively).

Closing Statement. (i) As soon as practicable No later than 90 days after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer Purchaser shall prepare, or cause to be prepared, at prepared in good faith and delivered to the Company’s cost, and deliver to Seller Representative a statement (the “Closing Statement”) setting forth BuyerPurchaser’s good faith calculation of the Purchase Price and each of the (“Closing Date Purchase Price Elements, in each casePrice”), together with supporting documentation for such calculations reasonably requested by Selleran unaudited, consolidated balance sheet of the Blockers and the Fairway Group Companies as of the close of business on the Business Day immediately prior to the Closing Date and the derivation of the Closing Date Purchase Price therefrom. The Closing Statement shall will be prepared in accordance a manner consistent with the definitions of the terms of (including definitions contained in) this Agreement Working Capital, Closing Cash, Closing Date Indebtedness and Transaction Expenses and the Accounting Principles. Buyer shall afford, Rules and shall cause take into account any reduction in Taxes of the Company Blockers that were included in the Estimated Purchase Price attributable to afford, to Seller State Mitigation Measures in accordance with Section 9.8. The Closing Statement will entirely disregard (i) any and all effects on the assets or liabilities of the Blockers and the Fairway Group Companies as a result of any accountants, counsel financing or financial advisers retained refinancing arrangements entered into at any time by Seller Purchaser or its Affiliates or any other transaction entered into by Purchaser or its Affiliates in connection with the review consummation of the Transaction, and (ii) any of the plans, transactions, or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Blockers or any Fairway Group Company or their respective businesses or assets, or any facts or circumstances that are unique or particular to Purchaser or its Affiliates or any of their assets or liabilities. For the avoidance of doubt, unless the Representative otherwise agrees in writing, Purchaser may not amend, adjust, supplement or modify the Closing Statement or the amount of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant Date Purchase Price following its delivery to the review Representative. After the Closing Date, at Purchaser’s request, the Representative shall reasonably assist Purchaser in the preparation of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that shall provide Purchaser with any reasonably requested information in connection therewith (w) Seller shall have executed customary access and confidentiality agreements (in each case to the extent not already executed), (x) work papers reasonably relevant to the preparation of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papersClosing Statement), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in Purchaser fails to deliver the Closing Statement were not calculated within such 90-day period, then in accordance with addition to any other rights the Accounting Principles (to the extent applicable) or the other terms of Representative and Sellers may have under this Agreement, Seller the Representative shall within forty-five (45) days after receipt thereof notify Buyer have the right to elect that the Estimated Purchase Price be deemed to be the amount of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Date Purchase Price Elements therein shall and be final, conclusive final and binding on and used for purposes of calculating the parties. (ii) If Seller objects in accordance with adjustment pursuant to Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”1.4(e). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, Parties acknowledge that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted no adjustments may be made to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedWorking Capital Target.

Closing Statement. (ia) As soon as practicable after Within one hundred twenty (120) days following the Closing DateClosing, but no later than the ninetieth (90th) day after the Closing Date, Buyer Acquiror shall prepare, prepare or cause to be prepared, at the Company’s cost, and deliver to Seller the Securityholders’ Agent, a statement (the “Closing Statement”) setting forth BuyerAcquiror’s good faith calculation of the Purchase Price and each actual Company Debt of the Purchase Price ElementsCompany as of the Effective Time (the “Proposed Company Debt”), in each casethe actual Transaction Expenses of the Company as of the Effective Time (the “Proposed Transaction Expenses”) and the actual Company Net Working Capital and Cash Balance as of the Effective Time (the “Proposed Working Capital”), together with supporting a reasonably detailed explanation of, and documentation for sufficient to confirm the accuracy of the computation of, such calculations reasonably requested by SellerProposed Company Debt, Proposed Transaction Expenses and Proposed Working Capital. The Following the delivery of the Closing Statement Statement, the Securityholders’ Agent and its representatives and agents shall be prepared in accordance with the terms of given reasonable access (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to affordelectronic access, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access extent available) as they may reasonably require to all the properties, books, Contracts books and records of the Company and access to such Representatives individuals responsible for preparing the Closing Statement, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Company Closing Statement. If within thirty (including 30) days following receipt by the Company’s accountants) relevant to the review Securityholders’ Agent of the Closing Statement and Buyer’s determination of Purchase Price Elements; providedsupporting documentation, that (w) Seller the Securityholders’ Agent does not object thereto in writing to Acquiror, then the Proposed Company Debt, the Proposed Transaction Expenses and the Proposed Working Capital shall have executed customary access constitute the actual Company Debt, the actual Transaction Expenses and confidentiality agreements (to the extent not already executed)actual Company Net Working Capital and Cash Balance, (x) work papers respectively as of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms Effective Time for purposes of this Agreement. If, Seller shall within forty-five thirty (4530) days after receipt thereof notify Buyer following delivery of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and supporting documentation, the calculations of Purchase price Securityholders’ Agent objects in writing thereto to Acquiror (describing in reasonable detail the specific items that are in dispute and the Purchase Price Elements therein reasons for such dispute, and proposing alternative values with respect to such specific items), such Proposed Company Debt, Proposed Transaction Expenses or Proposed Working Capital, as applicable, shall be finalsubject to the objection and resolution provisions set forth in Section 1.14(b) below. If Acquiror does not prepare and timely deliver a Closing Statement as described in this Section 1.14, conclusive the Estimated Company Debt, the Estimated Transaction Expenses, the Estimated Working Capital and binding on the partiesEstimated Cash Balance delivered by the Company in the Spreadsheet or the Company Net Working Capital Certificate, as applicable, shall become the actual Company Debt, the actual Transaction Expenses, the actual Company Net Working Capital and the actual Cash Balance for all purposes hereunder. The Company Securityholders shall cooperate fully in the preparation of the Closing Statement, if so requested. (iib) If Seller the Securityholders’ Agent timely objects in accordance with to the Proposed Company Debt, the Proposed Transaction Expenses or the Proposed Working Capital pursuant to Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”1.14(a), then Acquiror and the parties Securityholders’ Agent shall negotiate in good faith and attempt to reach resolve the particular items and values that are identified in the applicable written notice of objection over a period of ten (10) Business Days commencing on receipt by Acquiror of such written notice of objection delivered pursuant to Section 1.14(a). Should such negotiations not result in an agreement during as to the fifteen actual Company Debt, the actual Transaction Expenses, the actual Company Net Working Capital or the actual Cash Balance, as applicable, within such period of ten (1510) day Business Days (or such longer period following delivery of as Acquiror and the Securityholders’ Agent may mutually agree), then any such Notice of Disagreement from Buyer disputed matter shall be submitted to Seller and determined by an independent nationally recognized accounting firm that is mutually agreed upon by Acquiror and the Securityholders’ Agent (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved MattersFirm”). The Independent Accounting Firm shall deliver be given reasonable access to Seller all of the records of the Surviving Entity and Buyerthe Company Securityholders to resolve any dispute regarding the actual Company Debt, the actual Transaction Expenses, the actual Company Net Working Capital, or the actual Cash Balance, as promptly as practicableapplicable, a which determination with respect to any disputed matters shall be submitted to Acquiror and the Securityholders’ Agent within twenty (20) Business Days of submission of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted disputed matter to the Independent Accounting Firm within thirty (30) days of the receipt of such submissionFirm. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined address only those items properly disputed in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral awardSection 1.14(b). The fees and expenses of such Independent Accounting Firm incurred in resolving the disputed matter shall be equitably apportioned by the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values extent to which Acquiror, on the one hand, or the Securityholders’ Agent (on behalf of the amounts in dispute and shall be Company Securityholders), on the other hand, is determined by the Independent Accounting Firm at to be the time of its prevailing party in the resolution of such disputed matters. The actual Company Debt, the matters in dispute. All determinations made by actual Transaction Expenses, the Independent Accounting Firm willactual Company Net Working Capital or the actual Cash Balance, absent manifest erroras applicable, if any, properly disputed hereunder shall, after resolution of such dispute pursuant to this Section 1.14(b), be final, binding and conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedall parties hereto.

Closing Statement. (ia) As soon as practicable Within 120 days after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, Seller will prepare and deliver to Seller Buyer a statement statement, as of immediately prior to the Effective Time, of current assets and current liabilities of the Acquired Companies of the type set forth on the June 30 Balance Sheet, except as provided in Section 3.2(b) (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller). The date on which the Closing Statement shall be is delivered to Buyer is referred to herein as the “Delivery Date”. Seller will retain Deloitte & Touche LLP (“D&T”) to audit the Closing Statement and to render their draft report thereon stating that the Closing Statement has been prepared in accordance with the terms of (including definitions contained in) this Agreement Section 3.2(b). Such draft report of D&T will be delivered to Buyer together with the Closing Statement. Buyer will cause its employees and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review employees of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company its Affiliates (including the Company’s accountantsAcquired Companies) relevant to assist Seller and its Representatives in the review preparation of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers assist D&T in connection with their audit of the Company’s accountants shall be made available only if permitted by Closing Statement and their issuance of a draft report thereon; provided that such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner assistance will not to unreasonably interfere with the businesses or operations normal work duties of such employees. Buyer will cause Seller, Seller’s Representatives and D&T to be provided with access at all reasonable times, following reasonable notice, to the personnel, properties, books and records of Buyer and its Affiliates (including the Acquired Companies) for such purposes; provided that such access shall not unreasonably interfere with the normal work duties of any such personnel. Without limiting the generality of the Company foregoing, Buyer will cause such employees of Buyer and its Affiliates (zincluding the Acquired Companies) as Seller or D&T shall reasonably request to execute and deliver customary representation letters in favor of D&T in connection with their audit of the Closing Statement and their issuance of a draft report thereon. In addition, Buyer mayshall execute and deliver, and may shall cause each of its Affiliates (including the Company to, withhold access Acquired Companies) to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosedexecute and deliver, such information would result documentation as D&T may reasonably request to evidence the waiver by Buyer and its Affiliates (in Buyerincluding the Acquired Companies) of any claim against D&T based on D&T’s reasonable discretion in consultation with counseldraft report on the Closing Statement rendered pursuant to this Section 3.2. (b) in a waiver The Closing Statement shall reflect, as of attorney-client privilege or other legal privilege. If Seller objects that any immediately prior to the Effective Time, all current assets and current liabilities of the Purchase Price Elements or Acquired Companies of the Purchase Price as type set forth on the June 30 Balance Sheet (except as provided in this Section 3.2(b) below), and will be prepared utilizing the same accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies and accounting standards as were utilized in the preparation of the June 30 Balance Sheet as they relate to the current assets 3 and current liabilities to be included in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreementincluding asset and liability valuations, Seller shall within fortycut-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”off procedures, revenue recognition, accounting for long-term contracts and materiality standards), which notice shall specify the disputed item(s) or amount(sincluding those set forth on Schedule 3.2(b), provided that: (i) GAAP (as in effect on June 30, 2006) accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies and accounting standards (including asset and liability valuations, cut-off procedures, revenue recognition, accounting for long-term contracts and materiality standards) will be utilized in the basis preparation of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and for any accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies or accounting standards that were not utilized in the calculations preparation of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties.June 30 Balance Sheet; (ii) If the Closing Statement will not include any amounts for assets or liabilities being retained by Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice its Affiliates (a “Notice other than the Acquired Companies) immediately after the Effective Time or for liabilities to the extent that Seller or any of Disagreement”), its Affiliates (other than the parties shall negotiate in good faith to reach an agreement during the fifteen (15Acquired Companies) day period following delivery of has paid such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period amounts on or after receiving an Objection Notice from Seller, the Closing StatementDate or has an obligation of payment, with Seller’s proposed modifications as set forth reimbursement or indemnification in respect thereof, including amounts for (A) Retained Assets, (B) Asbestos Liabilities, (C) Closing Date Indebtedness, (D) Retention Bonus Arrangements, (E) any pension plan Liabilities retained by Seller or any of its Affiliates (other than the Objection NoticeAcquired Companies) immediately after the Effective Time, shall be final(F) any retirement medical plan Liabilities retained by Seller or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time, conclusive and binding on the parties.(G) any Liabilities related to FPE, or (H) any intercompany accounts settled or eliminated pursuant to Section 8.16; (iii) If, upon completion no amounts in respect of the Resolution Period, Buyer and Seller are unable (A) liabilities related to reach an agreement with respect environmental matters related to the matters in dispute set forth Former Facilities located at 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx and 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxx, South Carolina, (B) Income Taxes or (C) deferred Taxes shall be included in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts Closing Statement; (iv) accounts payable in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as include any amounts related to each Unresolved Matter shall (A) be set forth in writingcapital expenditures for property, plant or equipment or (B) be within any matters or items referred to in clauses (ii) or (iii) above; (v) for the range purpose of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of calculating the Independent Accounting Firm and U.S. dollars equivalent of any enforcement asset or liability to be included in the Closing Statement which is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall be used; and (vi) the Closing Statement will not reflect any adjustments which result from management decisions made by Buyer or any of its determination(sAffiliates (including the Acquired Companies) on or subsequent to the Closing Date which change the operations or the manner in which the Business is conducted (including the discontinuation of any product line or the cessation of any activities at any facility or similar events), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. On or prior to the date that is one hundred and twenty (120) days following the Closing, the Surviving Corporation shall prepare and deliver to the Stockholders’ Representative (i) As soon an unaudited consolidated balance sheet of the Company and its Subsidiaries as practicable after of the close of business on the Closing Date, but no later than which balance sheet shall not give effect to the ninetieth Merger or any financing transactions in connection therewith (90ththe “Closing Balance Sheet”), (ii) day after a calculation of the Net Working Capital of the Company and its wholly-owned Subsidiaries as of the close of business on the Closing DateDate (“Closing Date Net Working Capital”), Buyer shall prepare, or cause to be prepared, at (iii) a calculation of the Company’s costCash of the Company and its wholly-owned Subsidiaries as of the close of business on the Closing Date (“Closing Date Cash”), and deliver (iv) a calculation of the aggregate amount of all Indebtedness of the Company and its wholly owned Subsidiaries as of the close of business on the Closing Date (the “Closing Date Indebtedness”), in each case, determined without giving effect to Seller a statement the consummation of the Merger or any financing transactions in connection therewith (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller). The Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement Sample Statement and the Applicable Accounting Principles. Buyer shall afford, Principles and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated otherwise in accordance with the Accounting Principles (to the extent applicable) or the other terms requirements of this Agreement; provided that, Seller shall within forty-five (45) days after receipt thereof notify Buyer solely for purposes of the same in writing (an “Objection Notice”)Surviving Corporation’s calculation of Closing Date Net Working Capital, which notice any accounts receivable that are aged over 90 days as of the Closing Date, and that have not been collected as of the date of the delivery of the Closing Statement, shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of be excluded from such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the The Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein preparation thereof shall be final, conclusive and binding on for the partiessole purpose of determining the Adjustment Amount. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. (a) At least three Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to SilverBox (i) As soon as practicable after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyerthe Company’s good faith calculation estimate, together with reasonable supporting detail, of the Purchase Price Net Equity Value (including each component thereof), Common Unit Redemption Amount (including each component thereof, and each of calculated in accordance with Annex C hereto) and the Purchase Price ElementsPreferred Unit Redemption Amount, in each casecase as of the Closing and calculated in a manner consistent with the applicable definitions and amounts contained in this Agreement and with the books, together with supporting documentation for such records and financial statements of the Company, and (ii) a certification, duly executed by the Chief Financial Officer of the Company, that, solely in his or her capacity as an officer of the Company, the information and calculations reasonably requested by Seller. The set forth in the Closing Statement shall are, and will be as of immediately prior to the Closing, (A) true and correct in all material respects and (B) prepared in accordance with the terms applicable provisions of this Agreement. (including definitions contained inb) this Agreement From and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review after delivery of the Closing Statement, until the date the Closing Statement is deemed final pursuant to this Section 2.6, the Company shall (i) provide SilverBox and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary its Representatives with reasonable access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially during reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted times during normal business hours and upon reasonable request prior notice to the books and upon reasonable advance notice, records of the Group Companies and in a manner not to interfere with the businesses or operations senior management personnel of the Company to the extent reasonably requested by SilverBox or any of its Representatives in connection with their review of the Closing Statement, (ii) cooperate with the SilverBox and its Representatives in connection with its review of the Closing Statement and (ziii) Buyer mayconsider in good faith any potential adjustments raised by SilverBox to the Closing Statement, no later than one (1) Business Day prior to the Closing. Absent manifest error, for all purposes under this Agreement, the final, binding and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any conclusive calculations of the Purchase Price Elements or Closing Statement shall be those reflecting the Purchase Price as adjustments (if any) made pursuant to clause (iii) of this Section 2.6(b). All payments to be made pursuant to this Agreement in connection with the consummation of the transactions contemplated hereby shall be calculated and paid on the basis of the amounts set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the partiesStatement. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. (i) As soon as practicable after the Closing Date, but no Not later than two (2) Business Days prior to the ninetieth (90th) day after the Closing DateClosing, Buyer Seller or its agents or designees shall prepare, or cause to be preparedand promptly thereafter, at the Company’s costSeller and Purchaser shall jointly agree upon, and deliver to Seller a closing statement (the “Closing Statement”) setting forth Buyer’s good faith calculation that will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for in this Agreement, and such net due amount shall be added to or subtracted from the cash balance of the Purchase Price to be paid to Seller at the Closing, as applicable. Not later than the date that is one hundred eighty (180) days after the Closing Date, Seller and each Purchaser shall jointly prepare a final closing statement reasonably satisfactory to Seller and Purchaser in form and substance (the “Final Closing Statement”) setting forth the final determination of the Purchase Price Elements, adjustments and prorations provided for herein and setting forth any items that are not capable of being determined at such time (and the manner in each case, together with supporting documentation for which such calculations reasonably requested by Selleritems shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (5) Business Days following that party’s receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If parties hereto except for any items that are not capable of being determined at the time the Final Closing Statement is agreed to by Seller objects in accordance with Section 1.4(d)(i) above and BuyerPurchaser, within twenty (20) days after receipt which items shall be determined and paid promptly as soon as they are capable of being determined and except for other amounts payable hereunder pursuant to provisions which survive the Objection Notice, provides written notice Closing. Prior to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period and following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing StatementDate, each party shall provide the other with Seller’s proposed modifications such information as set forth in the Objection Noticeother shall reasonably request (including, shall be finalwithout limitation, conclusive access to the books, records, files, ledgers, information and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement data with respect to the matters Property during normal business hours upon reasonable advance notice) in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not order to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer the preliminary and Seller final adjustments and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedprorations provided for herein.

Closing Statement. Within seventy-five (i75) As soon as practicable days after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer Purchaser shall prepare, or cause to be prepared, at prepared and delivered to the Company’s cost, and deliver to Seller Representative a statement (the “Closing Statement”) setting forth Buyer’s good faith in reasonable detail its proposed calculation of (i) the Closing Working Capital prepared in accordance with the principles set forth on the Working Capital Example and on a basis consistent with the Accounting Principles, (ii) the Closing Working Capital Adjustment, (iii) the Closing Cash, (iv) the Company Indebtedness, (v) the Company Transaction Expenses, and (vi) based on the foregoing, the adjusted Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by SellerPrice. The Closing Statement shall be prepared in accordance a manner consistent with each of the definitions of the terms of (including definitions contained in) this Agreement in the immediately preceding sentence and the Accounting Principles. Buyer The Closing Statement shall affordbe prepared in good faith, be based on facts and circumstances existing on the Closing Date and shall cause reasonably specify each item taken into account in Purchaser’s proposed calculation of the Purchase Price. The Closing Statement will entirely disregard (A) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby (except to affordthe extent resulting from a breach of any representation, to Seller and warranty or covenants of Sellers herein) or of any accountants, counsel financing or financial advisers retained refinancing arrangements entered into at any time by Seller Purchaser or any other transaction entered into by Purchaser in connection with the review consummation of the transactions contemplated hereby, and (B) any of the plans, transactions, or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its assets or liabilities. In its delivery of the Closing Statement, Purchaser shall certify that the Closing Statement was prepared in accordance with this Section 1.4(d2.3(b), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the . If Purchaser does not deliver a Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by within such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within fortyseventy-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day 75)-day period, then the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein Actual Adjustment shall be final, conclusive and binding on the partiesdeemed to equal zero. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. (ia) As soon promptly as practicable practicable, but no later than 90 days after the Closing Date, but no later than the ninetieth (90th) day after the Closing DateSellers, Buyer shall prepareat their own expense, or will cause to be preparedprepared in accordance with GAAP, consistently applied, and delivered to Buyer a combined adjusted statement, together with notes thereto, of the Net Assets (which shall include any cash, cash equivalents and marketable securities remaining in any of the Companies at the Company’s cost, and deliver to Seller a statement Closing) as of the close of business on the Closing Date (the “"Closing Statement”") including a schedule based on such Closing Statement setting forth Buyer’s good faith Sellers' calculation of the Purchase Price and each value of the Purchase Price ElementsNet Assets as of the Closing Date (the "Closing Net Asset Value"), which statement will indicate but not include (i) the Net International Receivables as of the Closing Date or (ii) any goodwill or other intangibles associated with acquisitions subsequent to December 31, 1996. The Closing Statement shall include line items and notes substantially consistent with those of the statement of Net Assets as of December 31, 1996 included in each casethe Financial Statements. Buyer, together with supporting documentation at its own expense, shall cause the Companies and Buyer's Affiliates and their respective employees to assist Sellers in the preparation of the Closing Statement and shall provide Sellers and their independent auditors, Arthxx Xxxexxxx XXX ("Andexxxx"), access at all reasonable times to the personnel, properties and Books and Records relating to the Business for such calculations reasonably requested by Sellerpurpose. The Closing Statement shall be prepared accompanied by an audit report from Andexxxx xxxting that in accordance with its opinion the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement presents fairly, in accordance with this Section 1.4(d)all material respects, reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review Net Assets as of the Closing Statement Date in conformity with GAAP, consistently applied, and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (pursuant to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the The Closing Statement and the calculations of Purchase price and accompanying audit report are collectively referred to as the Purchase Price Elements therein shall be final, conclusive and binding on the parties"Section 3.5(a) Documents". (iib) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion Sellers' calculation of Seller’s Objection Notice (a “Notice of Disagreement”)Closing Net Asset Value contained in the Section 3.5(a) Documents, the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following Buyer may, within 45 days after delivery of the Section 3.5(a) Documents, deliver a notice to Sellers disagreeing with such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), calculation and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set setting forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the Buyer's calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.of

Closing Statement. (i) As soon as practicable after the Closing DatePromptly, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall event within forty-five (45) days after receipt thereof notify the Closing, Buyer shall furnish to Seller a written statement (the "Closing Statement") setting forth as of the same in writing Closing the current assets purchased by Buyer minus current liabilities assumed by Buyer (an “Objection Notice”but not including any amounts of legal fees of Seller to be paid by Buyer pursuant to Section 3.2, or any deferred revenues of Seller) (the "Closing Working Capital"), which notice shall specify . Unless within the disputed item(sthirty (30) or amount(s)day period following the Seller's receipt of the Closing Statement, the basis of such objection(sSeller delivers written notice to Buyer (the "Dispute Notice") setting forth in reasonable detail any and Seller’s proposed modification all items of such calculationdisagreement related to the Closing Statement (each, item(s) or amount(san "Item of Dispute"). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding upon each of the Parties; provided that the only basis on which the parties. (ii) If Seller objects shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with Section 1.4(d)(i) above the guidelines and Buyer, within twenty (20) days after receipt procedures set forth in this Agreement or the Closing Statement contains an error or errors. Seller shall cooperate fully with Buyer in connection with the preparation of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), Closing Statement. After the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, Buyer shall cooperate with Seller’s proposed modifications as set forth the Seller in connection with its review of the Closing Statement, including, without limitation, by providing the Seller and its accountants reasonable access, for a reasonable period of time, during business hours to materials (including accountants' work papers) used in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion preparation of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedStatement.

Closing Statement. (i) As soon as practicable after the Closing Date, but no Not later than two (2) Business Days prior to the ninetieth (90th) day after the Closing DateClosing, Buyer Seller or its agents or designees shall prepare, or cause to be preparedand promptly thereafter, at the Company’s costSeller and Purchaser shall jointly agree upon, and deliver to Seller a closing statement (the “Closing Statement”) setting forth Buyer’s good faith calculation that will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for in this Agreement, and such net due amount shall be added to or subtracted from the cash balance of the Purchase Price to be paid to Seller at the Closing, as applicable. Not later than the date that is one hundred eighty (180) days after the Closing Date, Seller and each Purchaser shall jointly prepare a final closing statement reasonably satisfactory to Seller and Purchaser in form and substance (the “Final Closing Statement”) setting forth the final determination of the Purchase Price Elements, adjustments and prorations provided for herein and setting forth any items that are not capable of being determined at such time (and the manner in each case, together with supporting documentation for which such calculations reasonably requested by Selleritems shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (5) Business Days following that party's receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If parties hereto except for any items that are not capable of being determined at the time the Final Closing Statement as agreed to by Seller objects in accordance with Section 1.4(d)(i) above and BuyerPurchaser, within twenty (20) days after receipt which items shall be determined and paid promptly as soon as they are capable of being determined and except for other amounts payable hereunder pursuant to provisions which survive the Objection Notice, provides written notice Closing. Prior to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period and following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing StatementDate, each party shall provide the other with Seller’s proposed modifications such information as set forth in the Objection Noticeother shall reasonably request (including, shall be finalwithout limitation, conclusive access to the books, records, files, ledgers, information and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement data with respect to the matters Property during normal business hours upon reasonable advance notice) in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not order to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer the preliminary and Seller final adjustments and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedprorations provided for herein.

Closing Statement. (ia) As soon as practicable The Service Provider shall provide to the Seller not later than 45 Business Days after the Closing Date, but no later than a statement certified by the ninetieth (90th) day after Service Provider’s Chief Financial Officer that shall set out the Closing Date, Buyer shall prepare, or cause to be prepared, Net Working Capital as at the Company’s cost, and deliver to Seller a statement Cutoff Time (the “Closing Statement”) setting forth Buyer’s good faith calculation of , and the Purchase Price Net Working Capital as at the Cutoff Time determined in accordance with this Agreement and each of set out in the Purchase Price ElementsClosing Statement, the “Closing Net Working Capital”), in each casethe form set out in Schedule 12. The Seller will make available to the Service Provider such information and documentation in its possession or control as may be reasonably required in order for the Service Provider to prepare the Closing Statement. Upon request by the Seller, together with supporting the Service Provider shall provide such information and documentation for such calculations in its possession or control as may be reasonably requested required by Seller. the Seller in order to confirm the Closing Statement. (b) The Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive become final and binding on the parties. (ii) If Parties on the 30th Business Day following receipt thereof by the Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of unless the Objection Notice, provides Seller gives written notice of its objections with respect to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice the Closing Statement (a “Notice of DisagreementObjection”)) to the Service Provider on or prior to such date. Any Notice of Objection shall specify in reasonable detail the nature of any objections so asserted, including the dollar amount involved and the basis therefor. (c) If a Notice of Objection is delivered to the Service Provider during the aforementioned 30 Business Day period, the parties Service Provider and the Seller shall negotiate work in good faith in an attempt to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller resolve in writing) be governed by Rule 408 of the Federal Rules of Evidence and writing any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement differences that they may have with respect to the matters in dispute set forth any matter specified in the Notice of DisagreementObjection. If, they shall promptly thereafter submit to at the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d)end of such 30 Business Day period, the Service Provider and the Seller have not reached agreement on all of such matters, the matters that remain in dispute shall be submitted to a mutually agreeable (each Party acting reasonably) partner at any one of KPMG, PricewaterhouseCoopers, Ernst & Young or Deloitte (the “Accountants”) who shall be instructed to resolve such items or amounts so remaining in disputewithin 20 Business Days. The Independent Accounting Firm Accountants shall consider only those items determine the Net Working Capital as at the Cutoff Time, which shall be either the Seller’s proposed adjustment or amounts the Service Provider’s proposed calculation as set out in the Closing Statement or such other amount as the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes Accountants deem to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral awardcorrect. The fees and expenses of the Independent Accounting Firm Accountants shall be paid by the Seller and/or the Service Provider in proportion to the extent to which each Party’s proposed adjustment or proposed calculation, as the case may be, is not accepted by the Accountants. (d) If a Notice of Objection is received by the Service Provider within the 30 Business Day period specified in Section 4.3(b), then the Closing Statement shall become final and binding upon the Parties on the earlier of (i) the date the Parties resolve in writing any differences they have with respect to all matters specified in the Notice of Objection, or (ii) the date all disputed matters specified in the Notice of Objection are finally resolved in writing by the Accountants. The Closing Statement shall be deemed amended to reflect the resolution in accordance with this Agreement of any enforcement of its determination(s)differences or disputed matters, and upon becoming final and binding in accordance with this Agreement, shall be borne by Buyer constitute the “Final Closing Statement” and Seller in inverse proportion as they may prevail on the matters resolved by Closing Net Working Capital set out therein shall constitute the Independent Accounting Firm“Final Closing Net Working Capital”. For greater certainty, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values final and binding nature of the amounts in dispute and Final Closing Statement shall be determined by not prejudice or limit the Independent Accounting Firm at the time of its resolution rights or obligations of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedParties under Section 14.1.

Closing Statement. No later than three (i3) As soon as practicable after Business Days prior to the Closing Date, but no later than the ninetieth (90th) day after Sellers shall, in consultation with the Closing DateBuyer, Buyer shall prepare, or cause to be prepared, at prepared and delivered to the Company’s cost, and deliver to Seller Buyer a statement (the “Closing Statement”), which shall set forth: (a) setting forth Buyer’s good faith a statement, by xxxxx, of the aggregate amount of Seller Indebtedness (the “Estimated Seller Indebtedness”) and the wire transfer account information necessary for the payment thereof; (b) each payee and amount payable thereto for each of the Transaction Expenses and the aggregate amount of the Transaction Expenses, to the extent not paid prior to the Closing Date (the “Estimated Transaction Expenses”), and the wire transfer account information necessary for the payment thereof; (c) a calculation of the Purchase Price and each Cash Closing Payment; and (d) wire instructions (including bank account information) necessary for the payment of the Purchase Price Elementsbalance of the Cash Closing Payment to the Sellers, such instructions to be verbally confirmed with the Sellers’ designees before wire initiation. Notwithstanding anything to the contrary in each casethis Agreement, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement (A) the Buyer and its Affiliates shall be prepared entitled to rely on the information, including wire transfer information, on the Closing Statement, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance with therewith and (B) in no event shall the terms Buyer or any of its Affiliates have any liability to any Person (including definitions contained inthe Sellers) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with any claims relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review preparation of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be allocation set forth therein or payments made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access any Person in accordance therewith or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated amounts paid in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, calculations set forth on the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedway insufficient.

Closing Statement. (a) At least three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to BHAC (i) As soon an estimated consolidated balance sheet of the Group Companies as practicable after of the Reference Time (the “Estimated Closing DateBalance Sheet”), but no later than the ninetieth (90thii) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyerthe Company’s good faith calculation estimate, together with reasonable supporting detail, of the Purchase Price Net Equity Value (including each component thereof), and the Net Debt Adjustment (including each of the Purchase Price Elementscomponent thereof), in each casecase as of the Closing and calculated in a manner consistent with the applicable definitions and amounts contained in this Agreement and with the books, together with supporting documentation for such records and financial statements of the Company, and (iii) a certification, duly executed by the Chief Financial Officer of the Company, that, solely in his or her capacity as an officer of the Company, the information and calculations reasonably requested by Seller. The set forth in the Estimated Closing Balance Sheet and the Closing Statement shall are, and will be as of immediately prior to the Closing, (A) true and correct in all material respects and (B) prepared in accordance with the terms applicable provisions of this Agreement. (including definitions contained inb) this Agreement From and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records after delivery of the Company Estimated Closing Balance Sheet, until the date the Estimated Closing Balance Sheet and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement is deemed final pursuant to this Section 2.6, the Company shall (i) provide BHAC and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary its Representatives with reasonable access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially during reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted times during normal business hours and upon reasonable request prior notice to the books and upon reasonable advance notice, records of the Group Companies and in a manner not to interfere with the businesses or operations senior management personnel of the Company to the extent reasonably requested by BHAC or any of its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Closing Statement, (ii) cooperate with the BHAC and its Representatives in connection with its review of the Estimated Closing Balance Sheet and the Closing Statement and (ziii) Buyer mayconsider in good faith any potential adjustments raised by the BHAC to the Estimated Closing Balance Sheet, no later than one (1) Business Day prior to the Closing. Absent manifest error, for all purposes under this Agreement, the final, binding and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any conclusive calculations of the Purchase Price Elements or Estimated Closing Balance Sheet and the Purchase Price as Closing Statement shall be those reflecting the adjustments (if any) made pursuant to clause (iii) of this Section 2.6(b). All payments to be made pursuant to this Agreement in connection with the consummation of the transactions contemplated hereby shall be calculated and paid on the basis of the amounts set forth in the Estimated Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail Balance Sheet and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. (i) As soon as practicable Promptly after the Closing Date and in any event no later than 120 days following the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer Xxxxx shall prepare, or cause to be prepared, at the Company’s cost, prepare and deliver to Seller AT&T a written statement (the “Closing Statement”) setting forth Buyer’s good good-faith calculation of (A) the Purchase Price Blocker Liability Amount as of Closing (the “Closing Blocker Liability Amount”), and each (B) the resulting calculation of the Purchase Price ElementsUpfront Consideration (the “Closing Upfront Consideration”), in each case, together with reasonably detailed supporting documentation documents for such calculations reasonably requested by Seller. The Closing Statement shall be the calculation thereof and which was prepared in accordance with the terms definitions as provided in this Agreement. (ii) If (x) AT&T does not object to Xxxxx’s proposed Closing Statement by delivering a written notice of objection (including definitions contained ina “Notice of Objection”) this Agreement and to Buyer within 60 days following delivery thereof to AT&T (the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel “Objection Period”) or financial advisers retained by Seller in connection with the review of (y) AT&T has accepted Xxxxx’s proposed Closing Statement in accordance with writing, Buyer’s calculations, including the calculation of the Closing Upfront Consideration and the Closing Blocker Liability Amount set forth in the Closing Statement, shall be deemed final and binding. The Notice of Objection delivered within the Objection Period pursuant to this Section 1.4(d)2.3(b)(ii) shall set forth AT&T’s objections to the Closing Statement in reasonable detail with supporting materials together with an alternative Closing Statement, as applicable. During the Objection Period, Buyer and its Subsidiaries shall provide reasonable access to all the propertiesreasonably relevant personnel, books, Contracts books and records and other financial information (subject to execution of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed any customary work paper access and confidentiality agreements (to the extent not already executedletters required by them), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers)in each case, (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, required by AT&T for the purpose of reviewing the Closing Statement and in preparing a manner Notice of Objection; provided, that Buyer shall not be required to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold provide access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of an attorney-client privilege or other legal an attorney work-product privilege. . (iii) If Seller objects AT&T delivers a Notice of Objection to Buyer within the Objection Period, then any element of Xxxxx’s proposed Closing Statement that any is not in dispute under such Notice of Objection at the expiration of the Purchase Price Elements or Objection Period shall be deemed final and binding for purposes of this Section 2.3. Any disputed elements of the Purchase Price proposed Closing Statement (“Disputed Adjustment Amounts”) shall be resolved as set forth in this Section 2.3(b)(iii). (A) The Parties shall endeavor in good faith to resolve the Disputed Adjustment Amounts listed in such Notice of Objection. If a written agreement determining the Disputed Adjustment Amounts has not been reached within 30 days (or such longer period as may be agreed by AT&T and Buyer) following the delivery of the Notice of Objection, Buyer and AT&T shall, within 30 days following the delivery of the Notice of Objection, summarize its position regarding such dispute in a written document and submit such summaries, together with the Notice of Objection, Buyer’s proposed Closing Statement, and any other document(s) Buyer or AT&T desire to submit, to the office of an impartial nationally recognized firm of independent certified public accountants mutually agreed in writing by AT&T and Buyer (the “Accounting Expert”) who, acting as experts and not arbitrators, shall resolve the Disputed Adjustment Amounts and make any applicable adjustments to the Closing Upfront Consideration, the Closing Blocker Liability Amount, and the Closing Statement were not calculated for purposes of this Section 2.3. AT&T and Xxxxx shall execute any agreement reasonably required by the Accounting Expert for its engagement hereunder. (B) Within 30 days of the submission of all documentation with respect to the Notice of Objection to the Accounting Expert, the Accounting Expert shall render a decision regarding the Disputed Adjustment Amounts in accordance with this Section 2.3(b)(iii)(B). In making such decision, the Accounting Principles (to the extent applicable) or the other terms of Expert shall be bound by this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer only resolve the Disputed Adjustment Amounts, shall make all adjustments regardless of materiality and shall not assign a value to any such Disputed Adjustment Amount outside the same range of values assigned to such Disputed Adjustment Amount in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations Notice of Purchase price Objection, respectively. The Accounting Expert shall not conduct an independent investigation but shall instead base its determination on the written submissions of the Parties delivered pursuant to this Section 2.3 with respect to the Disputed Adjustment Amounts. (C) The Accounting Expert’s resolution of the Disputed Adjustment Amounts and its adjustments to the Closing Statement, the Closing Upfront Consideration, and the Purchase Price Elements Closing Blocker Liability Amount set forth therein shall, in the absence of fraud or manifest error, be conclusive and binding upon the Parties for purposes of this Section 2.3. The Accounting Expert shall act as an expert, and not as an arbitrator, for the limited purpose of determining the resolution of the Disputed Adjustment Amounts and adjustments to the Closing Statement, the Closing Upfront Consideration, and the Closing Blocker Liability Amount and may not award damages, interest or penalties to any Party with respect to any matter. The Accounting Expert, once appointed, shall have no ex parte communications with the Parties concerning the Disputed Adjustment Amounts. All communications between any Party and the Accounting Expert shall be finalconducted in writing, with copies sent simultaneously to the other Parties in writing. The costs and expenses of the Accounting Expert shall be allocated between Buyer and AT&T based upon the percentage of the contested amount submitted to the Accounting Expert that is ultimately awarded to Buyer on the one hand or AT&T on the other hand, such that Buyer bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to AT&T, and AT&T bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Buyer. (D) The Closing Upfront Consideration and the Closing Blocker Liability Amount shall be recalculated based upon the final determination (or deemed determination) of the Accounting Expert with respect to the Disputed Adjustment Amounts, and the Final Upfront Consideration and the Final Blocker Liability Amount, as so recalculated, shall be deemed to be conclusive and binding on the partiesParties for purposes of this Section 2.3. (iiiv) If Seller objects Within five Business Days following the final determination of the Final Upfront Consideration in accordance with Section 1.4(d)(i2.3(b)(ii) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties.Section 2.3(b)(iii): (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) if the Estimated Upfront Consideration exceeds the Final Upfront Consideration, AT&T shall pay, or cause to be set forth paid, to Buyer the absolute value of the difference between the Final Upfront Consideration and the Estimated Upfront Consideration (by wire transfer of immediately available funds to the account designated in writing, writing by Buyer to AT&T); (B) if the Final Upfront Consideration equals the Estimated Upfront Consideration, then no adjustment to the Estimated Upfront Consideration shall be within made and neither AT&T nor Buyer shall pay any amounts to the range of dispute between Buyer and Seller and other pursuant to this Section 2.3(b); or (C) constitute an arbitral award. The fees and expenses if the Final Upfront Consideration exceeds the Estimated Upfront Consideration, Buyer shall pay, or cause to be paid, to AT&T the absolute value of the Independent Accounting Firm difference between the Final Upfront Consideration and the Estimated Upfront Consideration (by wire transfer of any enforcement of its determination(simmediately available funds to the account designated in writing by AT&T to Buyer), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. (ia) As soon as practicable Within 120 days after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, Seller will prepare and deliver to Seller Buyer a statement statement, as of immediately prior to the Effective Time, of current assets and current liabilities of the Acquired Companies of the type set forth on the June 30 Balance Sheet, except as provided in Section 3.2(b) (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller). The date on which the Closing Statement shall be is delivered to Buyer is referred to herein as the “Delivery Date”. Seller will retain Deloitte & Touche LLP (“D&T”) to audit the Closing Statement and to render their draft report thereon stating that the Closing Statement has been prepared in accordance with the terms of (including definitions contained in) this Agreement Section 3.2(b). Such draft report of D&T will be delivered to Buyer together with the Closing Statement. Buyer will cause its employees and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review employees of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company its Affiliates (including the Company’s accountantsAcquired Companies) relevant to assist Seller and its Representatives in the review preparation of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers assist D&T in connection with their audit of the Company’s accountants shall be made available only if permitted by Closing Statement and their issuance of a draft report thereon; provided that such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner assistance will not to unreasonably interfere with the businesses or operations normal work duties of such employees. Buyer will cause Seller, Seller's Representatives and D&T to be provided with access at all reasonable times, following reasonable notice, to the personnel, properties, books and records of Buyer and its Affiliates (including the Acquired Companies) for such purposes; provided that such access shall not unreasonably interfere with the normal work duties of any such personnel. Without limiting the generality of the Company foregoing, Buyer will cause such employees of Buyer and its Affiliates (zincluding the Acquired Companies) as Seller or D&T shall reasonably request to execute and deliver customary representation letters in favor of D&T in connection with their audit of the Closing Statement and their issuance of a draft report thereon. In addition, Buyer mayshall execute and deliver, and may shall cause each of its Affiliates (including the Company to, withhold access Acquired Companies) to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosedexecute and deliver, such information would result documentation as D&T may reasonably request to evidence the waiver by Buyer and its Affiliates (in Buyer’s reasonable discretion in consultation with counselincluding the Acquired Companies) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any claim against D&T based on D&T's draft report on the Closing Statement rendered pursuant to this Section 3.2. (b) The Closing Statement shall reflect, as of immediately prior to the Effective Time, all current assets and current liabilities of the Purchase Price Elements or Acquired Companies of the Purchase Price as type set forth on the June 30 Balance Sheet (except as provided in this Section 3.2(b) below), and will be prepared utilizing the same accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies and accounting standards as were utilized in the preparation of the June 30 Balance Sheet as they relate to the current assets and current liabilities to be included in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreementincluding asset and liability valuations, Seller shall within fortycut-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”off procedures, revenue recognition, accounting for long-term contracts and materiality standards), which notice shall specify the disputed item(s) or amount(sincluding those set forth on Schedule 3.2(b), provided that: (i) GAAP (as in effect on June 30, 2006) accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies and accounting standards (including asset and liability valuations, cut-off procedures, revenue recognition, accounting for long-term contracts and materiality standards) will be utilized in the basis preparation of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and for any accounting methods, policies, practices, procedures, classifications, judgments, estimation methodologies or accounting standards that were not utilized in the calculations preparation of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties.June 30 Balance Sheet; (ii) If the Closing Statement will not include any amounts for assets or liabilities being retained by Seller objects or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time or for liabilities to the extent that Seller or any of its Affiliates (other than the Acquired Companies) has paid such amounts on or after the Closing Date or has an obligation of payment, reimbursement or indemnification in accordance with respect thereof, including amounts for (A) Retained Assets, (B) Asbestos Liabilities, (C) Closing Date Indebtedness, (D) Retention Bonus Arrangements, (E) any pension plan Liabilities retained by Seller or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time, (F) any retirement medical plan Liabilities retained by Seller or any of its Affiliates (other than the Acquired Companies) immediately after the Effective Time, (G) any Liabilities related to FPE, or (H) any intercompany accounts settled or eliminated pursuant to Section 1.4(d)(i8.16; (iii) above no amounts in respect of (A) liabilities related to environmental matters related to the Former Facilities located at 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx and Buyer000 Xxxxxxx Xxxxxx, within twenty Xx. Xxxxxxx, South Carolina, (20B) days after receipt Income Taxes or (C) deferred Taxes shall be included in the Closing Statement; (iv) accounts payable in the Closing Statement shall not include any amounts related to (A) capital expenditures for property, plant or equipment or (B) any matters or items referred to in clauses (ii) or (iii) above; (v) for the purpose of calculating the U.S. dollars equivalent of any asset or liability to be included in the Closing Statement which is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall be used; and (vi) the Closing Statement will not reflect any adjustments which result from management decisions made by Buyer or any of its Affiliates (including the Acquired Companies) on or subsequent to the Closing Date which change the operations or the manner in which the Business is conducted (including the discontinuation of any product line or the cessation of any activities at any facility or similar events). Anything contained herein to the contrary notwithstanding, the amounts set forth on the Closing Statement will not reflect any purchase accounting adjustments as a result of the Objection Noticeacquisition of the Shares by Buyer. The Closing Statement will be prepared based solely on information available three days prior to the Delivery Date with regard to conditions that exist on the Closing Date. (c) The Closing Statement will be deemed to be the final, provides binding and conclusive Closing Statement (the “Final Closing Statement”) for all purposes on the 45th day after the Delivery Date unless Buyer delivers to Seller a written notice to Seller that of its disagreement executed by Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”) prior to such date specifying in reasonable detail the nature of Buyer's objections to the Closing Statement. To be assertable in a Notice of Disagreement, an objection by Buyer with respect to any individual matter relating to the Closing Statement must assert that the Closing Statement was not prepared in accordance with the terms of Section 3.2(b) with respect to such matter and relate to an adjustment equal to or greater than $100,000. Buyer hereby waives the right to assert any objection with respect to the Closing Statement that is not asserted in a Notice of Disagreement delivered to Seller within 45 days after the Delivery Date. If a Notice of Disagreement is delivered to Seller within such 45 day period, then the Closing Statement (as adjusted, if necessary) will be deemed to be the Final Closing Statement for all purposes on the earlier of (x) the date Seller and Buyer resolve in writing all differences they have with respect to the Closing Statement or (y) the date the disputed matters are resolved in writing by the Unaffiliated Firm. In the event that disputed matters are resolved by the Unaffiliated Firm (as set forth below), the parties shall negotiate Final Closing Statement will consist of the applicable amounts from the Closing Statement (or amounts otherwise agreed to in good faith writing by Seller and Buyer) as to reach an agreement during items that have not been submitted for resolution to the fifteen Unaffiliated Firm, and the amounts determined by the Unaffiliated Firm as to items that were submitted for resolution by the Unaffiliated Firm. (15d) During the 30 day period following the delivery of such a Notice of Disagreement from Buyer to Seller (the “Resolution Period”), Seller and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller will seek in writing) be governed by Rule 408 of good faith to resolve any differences they may have with respect to matters specified in the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) Disagreement. If, upon completion at the end of the Resolution Period, Seller and Buyer and have not reached agreement on such matters, (i) Seller are unable will have the right, within 30 days after the end of the Resolution Period, to reach an agreement advise Buyer in writing of Seller's position with respect to the matters each of Buyer’s proposed adjustments that are in dispute set forth (“Seller’s Letter”) and (ii) Buyer will have the right, within 30 days after the end of the Resolution Period, to advise Seller in writing of Buyer’s position with respect to each of Buyer’s proposed adjustments that are in dispute (“Buyer’s Letter”). During the Resolution Period, and, if at the end thereof, Seller and Buyer have not reached agreement on all matters specified in the Notice of Disagreement, they for an additional 30 days, each party shall promptly thereafter submit provide the other party and its Representatives with reasonable access, following reasonable notice, to books, records and relevant personnel relating to the Independent Accounting Firm for arbitrationpreparation of the Closing Statement and the Notice of Disagreement; provided that such access shall not unreasonably interfere with the normal work duties of any such personnel. Promptly following the end of the 30 day period after the Resolution Period (or, if earlier, the later of (x) the date on which Seller delivers Seller’s Letter to Buyer and (y) the date on which Buyer delivers Buyer’s Letter to Seller), Seller and Buyer will jointly engage a single arbitrator from the firm of KPMG LLP (or, if a representative of KPMG LLP is unable or unwilling to act in such capacity, a single arbitrator from the firm of Xxxxx Xxxxxxxx LLP) (the “Unaffiliated Firm”) to resolve the matters specified in the Notice of Disagreement that remain in dispute with respect to the Closing Statement by arbitration in accordance with the standards procedures set forth in this Section 1.4(d3.2(d). In connection with such engagement, the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreedwill each execute, as set forth in if requested by the Unaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, Seller or Buyer will provide the Unaffiliated Firm with a copy of this Agreement, the Closing Statement, the Notice of Disagreement, Seller's Letter and been unable Buyer's Letter. The Unaffiliated Firm will have the authority to reach agreement request in writing such additional written submissions from Seller or Buyer as it deems appropriate; provided that a copy of any such submission will be provided to the other party at the same time as it is provided to the Unaffiliated Firm. Seller and Buyer will not make (or permit any of their Affiliates to make) any additional submission to the “Unresolved Matters”Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm. Seller and Buyer will not communicate (or permit any of their Affiliates to communicate) with the Unaffiliated Firm without providing the other party a reasonable opportunity to participate in such communication with the Unaffiliated Firm (other than with respect to written submissions in response to the written request of the Unaffiliated Firm). The Independent Accounting Unaffiliated Firm shall deliver will have 45 days to review the documents provided to it pursuant to this Section 3.2(d). Within such 45 day period, the Unaffiliated Firm will furnish simultaneously to Seller and Buyer, as promptly as practicable, a Buyer its written determination with respect to each of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters adjustments in dispute submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submissionit for resolution. The scope Unaffiliated Firm will resolve the differences regarding the Closing Statement based solely on the information provided to the Unaffiliated Firm by Seller and Buyer pursuant to the terms of the disputes to be resolved by the Independent Accounting Firm shall this Agreement (and not independent review). The Unaffiliated Firm's authority will be limited to fixing mathematical errors and determining resolving disputes with respect to whether the Unresolved Matters were determined Closing Statement was prepared in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and Section 3.2(b) with respect to the Independent Accountant is not individual items on the Closing Statement in dispute specified in the Notice of Disagreement (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other determinationthan amounts set forth on the Closing Statement that are in dispute). In resolving any disputed item, the Unaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by Seller or Buyer or less than the smallest value for such item asserted by Seller or Buyer. (e) The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding upon Seller and their respective Representatives (a copy of which shall Buyer. Such decision will be delivered subject to Buyer or Seller, as applicable) and not by independent reviewspecific performance pursuant to Section 15.17, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination judgment may also be entered thereon as an arbitration award pursuant to each Unresolved Matter shall the Federal Arbitration Act, 9 U.S.C. §§ 1-16, in any court of competent jurisdiction (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral awardsubject to Section 15.11). The fees of the Unaffiliated Firm will be borne by Seller, on the one hand, and Buyer, on the other hand, in the same proportion that the dollar amount of disputed items lost by Seller, on the one hand, or Buyer, on the other hand, bears to the total dollar amount in dispute resolved by the Unaffiliated Firm. Each party will bear the fees, costs and expenses of the Independent Accounting Firm its own accountants and of any enforcement all of its determination(s), shall be borne other expenses in connection with matters contemplated by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedthis Section 3.2.

Closing Statement. Within one hundred twenty (i120) As soon as practicable after days following the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, prepare and deliver to the Seller a statement certificate executed by an authorized signatory of the Buyer (the “Closing Statement”) setting forth the Buyer’s good faith calculation determination of (i) Closing Cash, (ii) Closing Indebtedness, (iii) Transaction Expenses, (iv) Net Working Capital and the resulting Net Working Capital Surplus or Net Working Capital Deficit and (v) the Purchase Price calculated in accordance with Section 2.2(a) and each using the amounts set forth in the Closing Statement instead of the estimated amounts for each such item used in calculating the Estimated Purchase Price ElementsPrice, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement shall be prepared case determined in accordance with the terms of (including definitions contained in) this Agreement and the Accounting PrinciplesBalance Sheet Rules. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review Following delivery of the Closing Statement and Buyer’s determination of Purchase Price Elements; providedStatement, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially provide the Seller with any supporting documentation for the Closing Statement that the Seller may reasonably request and afford the Seller and its Representatives reasonable efforts to cause such accountants to permit such access to their work papers)access, (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance prior notice, to the personnel, properties, books and in a manner not to interfere with the businesses or operations records of the Company and (z) Buyer may, and may cause the Company to, withhold access to any other information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver reasonably requested for purposes of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, reviewing the Closing Statement, with Seller’s proposed modifications as set forth subject, in the Objection Noticeall cases, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters Seller Post-Close Access Limitations. The Buyer shall cause the Company to authorize their accountants to disclose work papers generated by such accountants in dispute set forth in connection with preparing and reviewing the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth calculations specified in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters2.4; provided, that Buyer and Seller such accountants shall use reasonable efforts not be obligated to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the Accounting Principlesnon-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants, as applicablesubject, and in all cases, to the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedPost-Close Access Limitations.

Closing Statement. (i) As soon as practicable possible, but in any event on or before the thirtieth (30th) day after Closing, Seller shall prepare and deliver to Parent a statement (and supporting schedules) (collectively the "Closing Statement") setting forth, in detail, calculation of the Closing Net Assets Value as of the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement which shall be certified by the Chief Accounting Officer of Seller as being prepared in accordance with the terms of (including definitions contained in) this Agreement herein and the accounting principles set forth on SCHEDULE 2.7(A), and to the extent a relevant principle is not set forth on SCHEDULE 2.7(A), then in accordance with those generally accepted accounting principles consistently applied with prior practice for earlier periods (collectively, the "Seller Accounting Principles"). Buyer For purposes of preparation of the Closing Statement, all calculations shall affordbe made with precision, and lack of materiality shall not be a defense to the requirement of precise and proper determinations. Parent and its auditors or other representatives shall be provided an opportunity to review the procedures performed in connection with preparation of the Closing Statement. Immediately following delivery of the Closing Statement, Seller shall make available, and shall cause the Company its auditors to affordmake available, to Seller all records, work papers and any accountants, counsel or financial advisers retained employees at Seller's expense reasonably requested by Seller Parent in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the its review of the Closing Statement Statement. The Closing Statement, subject to any adjustments agreed to by Parent and Buyer’s determination of Purchase Price Elements; providedSeller, that (w) Seller shall have executed customary access and confidentiality agreements (be used for determining any post-Closing adjustments to the extent not already executed)Initial Purchase Price, (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or unless either party provides the other terms with a notice of this Agreement, Seller shall dispute (a "Dispute Notice") within forty-five fifteen (4515) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection NoticeClosing Statement. If a Dispute Notice is given, provides written notice to Parent and Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate promptly meet in good faith to reach an agreement during the attempt to resolve any issues, and if any issues are unresolved within fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 days of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide Dispute Notice, the unresolved issues shall be submitted to a Notice of Disagreement "Big Five" auditing firm with no material existing relationship to Seller within such twenty (20) day period after receiving an Objection Notice from Parent or Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, which shall be finalselected by Parent and approved by Seller, conclusive which approval will not be unreasonably withheld or delayed. The independent auditor shall be directed to issue a final and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect decision as to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral awardits engagement. The fees and expenses of the Independent Accounting Firm independent auditor shall be divided equally between the parties. The Closing Statement in the form accepted by Parent and of any enforcement of its determination(s)Seller, or determined by the independent auditor, shall be borne by Buyer used to adjust the Initial Purchase Price in the manner set forth in Section 2.7(c) of this Agreement. Any payments provided for in Section 2.7(c) shall be made within five business days of the acceptance of the Closing Statement or the independent auditor's decision. The full force and Seller in inverse proportion as they may prevail on effect of the matters resolved representations and warranties contained herein shall not be diminished by the Independent Accounting FirmClosing Statement, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values acceptance thereof by Parent or the decision of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedindependent auditor.

Closing Statement. (i) As soon as practicable after the Closing Date, but no No later than three (3) Business Days prior to the ninetieth (90th) day after Closing, the Closing Date, Buyer Company shall prepare, or cause to be prepared, at deliver a statement certified by the Chief Financial Officer of the Company’s cost, and deliver to Seller a statement (which shall set forth the “Closing Statement”) setting forth Buyer’s good faith Company's calculation of the Purchase Price Cash at Closing Amount and each of which shall include the Purchase Price Elements, items described in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed2.7(a), (xb) work papers and (c), below (the "Statement"). During the period between Buyer's receipt of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price Closing, Buyer and the Purchase Price Elements therein Company shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate seek in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and resolve any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement differences that they may have with respect to the matters specified in dispute the Statement and the Company shall afford to Buyer such access to its books and records related to the Statement as Buyer may deem necessary to verify the Statement. The Statement shall become final upon the earlier to occur of (i) the resolution (whether pursuant to the procedures set forth in Section 2.8 or otherwise) by Buyer and the Notice Company of Disagreementany disagreements they have with respect thereto (the "Closing Statement") or (ii) at 5:00 PM, they shall promptly thereafter submit New York time, on the second Business Day after the date the Company delivers the Statement to the Independent Accounting Firm Buyer, if Buyer has not notified the Company of any disagreements with respect to the Statement by that time. The Statement shall include the following: (a) (i) bank statements for arbitrationthe most recently concluded month and (ii) a roll-forward of the balances shown on such bank statements showing the amount in cash, cash equivalents, marketable securities and short term investments available in the Company's accounts as of the close of business on the day immediately prior to the date of delivery of such Closing Statement which is not subject to any lien or right of set-off in favor of any third party, calculated using the same methods used in the calculation of Cash in the preparation of the Company's audited financial statements and the process and methods described in Schedule 4.6(h) of the Company Disclosure Letter, including the same methods and assumptions used in making good faith estimates in respect of cash equivalents, marketable securities and short term investments for which market valuations are not readily obtainable ("Cash"); and (b) an unaudited balance sheet of the Company as of the day immediately prior to the date of delivery of the Statement prepared in accordance with GAAP applied on a consistent basis using the standards set forth same procedures and methods as used in this Section 1.4(dpreparing the audited financial statements of the Company (the "Closing Balance Sheet"), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation including a schedule of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes anticipated payments to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding Company during the period following delivery of the Statement to the extent liabilities for such payments have not been accrued on the parties. Judgment may be entered upon Closing Balance Sheet; and (c) the determination aggregate amount of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedDesignated Severance Obligations.

Closing Statement. (i) As soon as practicable possible, but in any event on or before the thirtieth (30th) day after Closing, Seller shall prepare and deliver to Parent a statement (and supporting schedules) (collectively the "Closing Statement") setting forth, in detail, calculation of the Closing Net Assets Value as of the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement which shall be certified by the Chief Accounting Officer of Seller as being prepared in accordance with the terms of (including definitions contained in) this Agreement herein and the accounting principles set forth on SCHEDULE 2.7(a), and to the extent a relevant principle is not set forth on SCHEDULE 2.7(a), then in accordance with those generally accepted accounting principles consistently applied with prior practice for earlier periods (collectively, the "Seller Accounting Principles"). Buyer For purposes of preparation of the Closing Statement, all calculations shall affordbe made with precision, and lack of materiality shall not be a defense to the requirement of precise and proper determinations. Parent and its auditors or other representatives shall be provided an opportunity to review the procedures performed in connection with preparation of the Closing Statement. Immediately following delivery of the Closing Statement, Seller shall make available, and shall cause the Company its auditors to affordmake available, to Seller all records, work papers and any accountants, counsel or financial advisers retained employees at Seller's expense reasonably requested by Seller Parent in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the its review of the Closing Statement Statement. The Closing Statement, subject to any adjustments agreed to by Parent and Buyer’s determination of Purchase Price Elements; providedSeller, that (w) Seller shall have executed customary access and confidentiality agreements (be used for determining any post-Closing adjustments to the extent not already executed)Initial Purchase Price, (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or unless either party provides the other terms with a notice of this Agreement, Seller shall dispute (a "Dispute Notice") within forty-five fifteen (4515) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection NoticeClosing Statement. If a Dispute Notice is given, provides written notice to Parent and Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate promptly meet in good faith to reach an agreement during the attempt to resolve any issues, and if any issues are unresolved within fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 days of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide Dispute Notice, the unresolved issues shall be submitted to a Notice of Disagreement "Big Five" auditing firm with no material existing relationship to Seller within such twenty (20) day period after receiving an Objection Notice from Parent or Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, which shall be finalselected by Parent and approved by Seller, conclusive which approval will not be unreasonably withheld or delayed. The independent auditor shall be directed to issue a final and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect decision as to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral awardits engagement. The fees and expenses of the Independent Accounting Firm independent auditor shall be divided equally between the parties. The Closing Statement in the form accepted by Parent and of any enforcement of its determination(s)Seller, or determined by the independent auditor, shall be borne by Buyer used to adjust the Initial Purchase Price in the manner set forth in Section 2.7(c) of this Agreement. Any payments provided for in Section 2.7(c) shall be made within five business days of the acceptance of the Closing Statement or the independent auditor's decision. The full force and Seller in inverse proportion as they may prevail on effect of the matters resolved representations and warranties contained herein shall not be diminished by the Independent Accounting FirmClosing Statement, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values acceptance thereof by Parent or the decision of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedindependent auditor.

Closing Statement. Within seventy-five (i75) As soon as practicable days after the Closing DateDate (the “Reconciliation Period”), but no later than the ninetieth (90th) day after the Closing Date, Buyer Purchaser shall prepare, or cause to be prepared, at the Company’s cost, prepared and deliver delivered to Seller a statement setting forth Purchaser’s good faith calculation of the (i) Net Working Capital; (ii) Cash and Cash Equivalents; (iii) Transaction Expenses; (iv) Company Debt; and (v) Tax Refund Amount together with a calculation of Equity Value based on such amounts (the “Closing Statement”); provided, that, if Purchaser fails to timely deliver or cause to be delivered a Closing Statement within seventy-five (75) setting forth Buyer’s good faith calculation days after the Closing Date, then the Estimated Closing Statement shall be deemed to be the Closing Statement for purposes of the Purchase Price Section 2.5(c), and each of the Purchase Price ElementsSeller may, in each caseits sole discretion, together deliver a Dispute Notice with supporting documentation for such calculations reasonably requested by Sellerrespect thereto in accordance with Section 2.5(c). The Closing Statement shall include reasonable supporting detail of each of the components of Equity Value and a reconciliation of such components with the amounts delivered in the Estimated Closing Statement. The Closing Statement shall (A) be prepared in accordance with based upon the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts books and records of the Company and such Representatives its Subsidiaries as of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated Measurement Time in accordance with the Accounting Principles (to the extent applicable) or the other terms of definitions as provided in this Agreement, Seller shall within forty-five (45B) days after receipt thereof notify Buyer not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the same in writing Transactions (an “Objection Notice”including those arising from Accounting Standards Codification section 805 (i.e., Business Combinations), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(sand (C) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding based on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above facts and Buyer, within twenty (20) days after receipt circumstances as they exist as of the Objection NoticeMeasurement Time and shall not take into account (for purposes of establishing reserves or otherwise) any change, provides written notice to Seller that Buyer disagrees with all circumstance, act, decision, facts, information or any portion development occurring after the Measurement Time. The post-Closing adjustment of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications Equity Value as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d)2.5 is not intended to permit the introduction of different accounting principles, the items methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, judgments, assumptions, techniques or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, estimation methods with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement financial statements (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination including any of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted foregoing as they relate to the Independent Accounting Firm within thirty (30nature of accounts, calculation of levels of reserves or levels of accruals) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with from the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedMethodology.

Closing Statement. On or before July 15, 1999, Seller shall prepare and deliver to Buyer a statement (and supporting schedules) (collectively, the "STATEMENT") setting forth, in detail, calculation of the Audited Annual Revenues, Contract Revenues, Deferred Revenues, and Net Inventory Value (all as defined in Section 2.3(b) below), which shall be (i) As soon certified by the Chief Financial Officer of Seller as practicable after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement shall be being prepared in accordance with the terms of (including definitions contained in) this Agreement thereof and the Accounting Principlesaccounting principles set forth on Schedule 2.3(a), and to the extent a relevant principle is not set forth on Schedule 2.3(a), then in accordance with those generally accepted accounting principles consistently applied with prior practice for earlier periods (collectively, the "TAB ACCOUNTING PRINCIPLES"), (ii) audited by Deloitte & Touche in connection with Seller's annual audit, and (iii) accompanied by a report of Deloitte & Touche to the same effect as described in (i). For purposes of preparation of the Statement, all calculations shall be made with precision and lack of materiality shall not be a defense to the requirement of precise and proper determinations. Buyer and its auditors or other representatives shall affordbe provided an opportunity to participate in the procedures performed in connection with preparation of the Statement. Immediately following delivery of the Statement, Seller shall make available, and shall cause the Company Deloitte & Touche to affordmake available, to Seller all records, work papers and any accountants, counsel or financial advisers retained employees at Seller's expense reasonably requested by Seller Buyer in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the its review of the Closing Statement and Buyer’s determination of Purchase Price Elements; providedStatement. The Statement, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access subject to any information that is subject adjustments agreed to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect used for determining any post-Closing adjustments to the matters in Purchase Price, unless Buyer provides Seller with a notice of dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm "DISPUTE NOTICE") within thirty (30) days of the receipt of such submissionthe Statement. The scope If a Dispute Notice is given, Buyer and Seller shall promptly meet in good faith to attempt to resolve any issues, and if any issues are unresolved within fifteen (15) days of the disputes to be resolved by Dispute Notice, the Independent Accounting Firm unresolved issues shall be limited submitted to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the an Independent Accountant is not to make any other determinationAuditor. The Independent Accounting Firm’s decision Auditor shall be based solely on written submissions by a "Big Five" auditing firm with no material existing relationship to Buyer or Seller and if Buyer and Seller and their respective Representatives (a copy of which are unable to agree on its identity, it shall be delivered to Buyer or Seller, as applicable) and not designated by independent review, and it shall not permit or authorize discovery or hear testimonyagreement of the parties' current auditors. The Independent Accounting Firm’s determination Auditor shall be directed to issue a final and binding decision as to each Unresolved Matter shall the matters in dispute within thirty (A30) be set forth in writing, (B) be within the range days of dispute between Buyer and Seller and (C) constitute an arbitral awardits engagement. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), Auditor shall be borne divided equally between the parties. The Statement in the form accepted by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting FirmBuyer, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be or determined by the Independent Accounting Firm at Auditor, shall be used to adjust the time Purchase Price in the manner set forth in Section 2.3(c) of its resolution this Agreement. Any payments provided for in Section 2.3(c) shall be made within five business days of Buyer's acceptance of the matters in disputeStatement or the Independent Auditor's decision. All determinations made The full force and effect of the representations and warranties contained herein shall not be diminished by the Independent Accounting Firm willStatement, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon acceptance thereof by Buyer or the determination decision of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedAuditor.

Closing Statement. No later than three (3) Business Days prior to the Closing, the Company shall deliver a statement certified by the Chief Financial Officer of the Company, which shall set forth the Company’s calculation of the Cash at Closing Amount and which shall include the items described in Section 2.7(a), (b) and (c), below (the “Statement”). During the period between Buyer’s receipt of the Statement and the Closing, Buyer and the Company shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Statement and the Company shall afford to Buyer such access to its books and records related to the Statement as Buyer may deem necessary to verify the Statement. The Statement shall become final upon the earlier to occur of (i) As soon as practicable after the Closing Date, but no later than resolution (whether pursuant to the ninetieth (90thprocedures set forth in Section 2.8 or otherwise) day after by Buyer and the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement Company of any disagreements they have with respect thereto (the “Closing Statement”) setting forth or (ii) at 5:00 PM, New York time, on the second Business Day after the date the Company delivers the Statement to the Buyer, if Buyer has not notified the Company of any disagreements with respect to the Statement by that time. The Statement shall include the following: (a) (i) bank statements for the most recently concluded month and (ii) a roll-forward of the balances shown on such bank statements showing the amount in cash, cash equivalents, marketable securities and short term investments available in the Company’s accounts as of the close of business on the day immediately prior to the date of delivery of such Closing Statement which is not subject to any lien or right of set-off in favor of any third party, calculated using the same methods used in the calculation of Cash in the preparation of the Company’s audited financial statements and the process and methods described in Schedule 4.6(h) of the Company Disclosure Letter, including the same methods and assumptions used in making good faith calculation estimates in respect of cash equivalents, marketable securities and short term investments for which market valuations are not readily obtainable (“Cash”); and (b) an unaudited balance sheet of the Purchase Price and each Company as of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing day immediately prior to the date of delivery of the Statement shall be prepared in accordance with GAAP applied on a consistent basis using the terms of (including definitions contained in) this Agreement same procedures and methods as used in preparing the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or audited financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives statements of the Company (including the Company’s accountants) relevant to the review of the “Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection NoticeBalance Sheet”), which notice shall specify including a schedule of anticipated payments to be made by the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement Company during the fifteen (15) day period following delivery of the Statement to the extent liabilities for such Notice of Disagreement from Buyer to Seller payments have not been accrued on the Closing Balance Sheet; and (c) the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 aggregate amount of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the partiesDesignated Severance Obligations. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, as applicable, and the other terms of this Agreement and the Independent Accountant is not to make any other determination. The Independent Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer or Seller, as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s), shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution of the matters in dispute. All determinations made by the Independent Accounting Firm will, absent manifest error, be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Closing Statement. Within ninety (i90) As soon as practicable days after the Closing Date, but no later than the ninetieth (90th) day after the Closing DateBuyer shall, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the basis of such objection(s) in reasonable detail and Seller’s proposed modification of such calculation, item(s) or amount(s). If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties. (ii) If Seller objects in accordance with Section 1.4(d)(i) above and Buyer, within twenty (20) days after receipt of the Objection Notice, provides written notice to Seller that Buyer disagrees with all or any portion of Seller’s Objection Notice (a “Notice of Disagreement”), the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of such Notice of Disagreement from Buyer to Seller (the “Resolution Period”), and all such negotiations and communications related thereto shall (unless otherwise agreed by Buyer and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Buyer does not provide a Notice of Disagreement to Seller within such twenty (20) day period after receiving an Objection Notice from Seller, the Closing Statement, with Seller’s proposed modifications as set forth in the Objection Notice, shall be final, conclusive and binding on the parties. (iii) If, upon completion of the Resolution Period, Buyer and Seller are unable to reach an agreement with respect to the matters in dispute set forth in the Notice of Disagreement, they shall promptly thereafter submit to the Independent Accounting Firm for arbitration, in accordance with the standards set forth in this Section 1.4(d), the items or amounts so remaining in dispute. The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”). The Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a determination of the Unresolved Matters; provided, that Buyer and Seller shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision about the Unresolved Matters submitted to the Independent Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to fixing mathematical errors and determining whether the Unresolved Matters were determined in accordance with the Accounting Principles, prepare and deliver to the Sellers’ Representative a calculation of the actual (not estimated) Net Working Capital, the Cash, the Company Expenses and the Indebtedness of the Companies, in each case as applicableof the Effective Time (the calculations of such amounts shall not include: (i) the effects of the contemplated change of control or ownership to occur at the Closing; (ii) any changes in assets or liabilities as a result of 25041432.12 any purchase accounting, fair value accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; or (iii) the effects of any post-Closing reorganizations or the post-Closing obligations and intentions of the Buyer), together with reasonably detailed supporting documentation (the “Draft Closing Statement”). Upon reasonable advance notice, the Sellers’ Representative shall have full access to all information (including books and records of the Companies and working paper used for the preparation of the Draft Closing Statement) during normal business hours. The Sellers’ Representative shall deliver a certificate setting forth their acceptance of, or objections to, the Draft Closing Statement within sixty (60) days of receipt of such Draft Closing Statement. If there are no objections, the Draft Closing Statement shall be deemed accepted by the Sellers. In the event that the Sellers’ Representative object to the Draft Closing Statement, the Buyer and the Sellers’ Representative shall attempt in good faith to promptly resolve any such objections, and in the other terms of this Agreement event that the Buyer and the Independent Accountant is not Sellers’ Representative are unable to make any other determinationresolve such objections within thirty (30) days after the Buyer’s receipt of the Sellers’ Representative’s written objections to the Draft Closing Statement, such dispute shall be governed by Section 2.4(c), below. The Independent Accounting Firm’s decision shall be based solely on written submissions Draft Closing Statement, upon its acceptance by the Sellers’ Representative or as agreed between the Buyer and Seller and their respective Representatives (a copy of which shall be delivered to Buyer the Sellers’ Representative, or Selleras determined after any disputes have been resolved in accordance with Section 2.4(b), as applicable) and not by independent review, and it shall not permit or authorize discovery or hear testimony. The Independent Accounting Firm’s determination as to each Unresolved Matter shall (A) be set forth in writing, (B) be within the range of dispute between Buyer and Seller and (C) constitute an arbitral award. The fees and expenses of the Independent Accounting Firm and of any enforcement of its determination(s)below, shall be borne by Buyer referred to as the “Closing Statement,” and Seller in inverse proportion as they may prevail on such statement shall include the matters resolved by Net Working Capital, Cash, the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on Company Expenses and the relative dollar values Indebtedness of the amounts Companies, in dispute and shall be determined by the Independent Accounting Firm at the time of its resolution each case as of the matters in dispute. All determinations made by Closing Date (the Independent Accounting Firm will, absent manifest error, be final, conclusive “Closing Date Net Working Capital,” “Closing Date Cash,” “Closing Date Company Expenses,” and binding on the parties. Judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced“Closing Date Indebtedness,” respectively).