Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. Attached hereto as Schedule 2.4 is a balance sheet reflecting the Working Capital of the Business and the Purchased Assets as of March 31, 2001, as agreed upon by Buyer and the Seller Parties. At least five (a5) As soon as reasonably practicableBusiness Days prior to Closing, following each Closing Date, Purchaser shall prepare, or (i) the Seller Parties shall cause to be prepared, delivered to Buyer a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate detailed written determination of the chief financial officer directly overseeing estimated Closing Date balance sheet reflecting the Target Companies comprising Working Capital of the Business and the Purchased Assets as of the Closing (the "Estimated Closing Date Balance Sheet") which estimate shall be attached as an Exhibit to the closing statement prepared by the Buyer and the Sellers with respect to the transactions contemplated hereby (the "Closing Statement"), and (ii) the Buyer and the Sellers shall estimate by mutual agreement the amount of the adjustment to the Closing Date Purchase Price as of the Closing Date based upon any difference equal to or greater than five percent (5%) between the Schedule 2.4 and the Estimated Closing Date Balance Sheet other than differences arising in the ordinary course consistent with past practice, and including with respect to the payment of payables only those which are current (within 30 days) (such Target Business Segment certifying that estimated amount is referred to herein as the Final "Estimated Amount"). Within sixty (60) days after the Closing Statement was Date, Buyer shall prepare and deliver to Sellers a determination (the "Determination") of the actual amount of the adjustment to the Closing Date Purchase Price (which actual amount is referred to herein as the "Preliminary Actual Amount"), including the basis for such Determination set forth in reasonable detail, prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify items included in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent Schedule 2.4 and the Accounting Expert Estimated Closing Date Balance Sheet. If, within thirty (30) days after the date on which the Determination is delivered to Sellers, Sellers shall not have given written notice to Buyer setting forth in connection with the preparation and audit reasonable detail any objection of the applicable Final Closing Statement)Sellers to such Determination, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement then such Determination shall be final and binding upon the Parties and the Preliminary Actual Amount shall be used in determining deemed the Adjustment "Final Actual Amount". In the event that Sellers give written notice of any objection to such Determination within such 30-day period, absent manifest errorBuyer and Sellers shall use all reasonable efforts to resolve the dispute within thirty (30) business days following the receipt by Buyer of such written notice from the Sellers. The If the Parties are unable to reach an agreement as to the actual adjustment to the Closing Date Purchase Price within such 30-day period, the matter shall be submitted to a mutually agreed upon "big five" certified public accounting firm (the "Settlement Accountant") for determination of the Final Actual Amount to be made within 45 days after submission, and the determination of the Settlement Accountant shall be final and binding upon Buyer and the Seller Parties. Buyer and Sellers shall contribute equally to all costs (including fees and expenses charged by the Settlement Accountant) in connection with the resolution of any such dispute. If the Accounting Expert Final Actual Amount is higher than the Estimated Amount so that the Consideration paid to Sellers pursuant to Section 2.1 should have been reduced at the Closing, then such amount shall be borne deemed to be Indemnifiable Damages under Article X hereof and Buyer may set off against and recoup from any Cash Holdback Amount the difference between the Final Actual Amount and the Estimated Amount or take any other action or exercise any other remedy available to it by Parentappropriate legal proceedings to recover such amount.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Not later than five Business Days prior to the Closing Date, Purchaser the Contributor Parties shall prepare, or shall cause prepare in good faith and deliver to be prepared, Acquiror a Final Closing Statement for each Target Business Segment that is preliminary settlement statement (the subject of such Closing and a certificate “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the chief financial officer directly overseeing Compression Group Entities as of the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Agreed Accounting Principles and engage Deloitte and Touche LLP Contributor Parties’ past practices (or such other registered public accounting firm including its preparation of international reputation which is mutually acceptable to Parent and Purchaserthe Unaudited Financial Statements) (the “Accounting ExpertEstimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to (i) audit the Final Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Statement and issue a report thereonDate, and (ii) certify in writing a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to Parent and Purchaser that such audit was conducted in accordance with object thereto by delivering written notice to ETP, on behalf of the terms hereofContributor Parties, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each two Business Days before the Closing Date. The Accounting Expert shall be provided reasonable access To the extent Acquiror timely objects to the booksEstimated Adjustment Statement (or any component thereof), records Acquiror and other relevant information ETP, on behalf of the Target CompaniesContributor Parties, Purchasershall enter into good faith negotiations and attempt to resolve any such objection; provided, Parent however, that if Acquiror and their respective RepresentativesETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the extent necessary to complete its audit Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information payments to be used inmade at Closing. To the extent Acquiror and ETP, and reasonably necessary for on behalf of the preparation ofContributor Parties, resolve any such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access objection prior to the booksClosing, records and other relevant information then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the Target Companies, Purchaser, and their respective Representatives (including payments to be made at the working papers of Parent and the Accounting Expert in connection with the preparation and audit Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information payments to be used in made at the Final Closing Statement in order is referred to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining herein as the “Estimated Purchase Price Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.”

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Within ninety (90) days after the Closing Date, Purchaser the Contributing Parties shall prepareprepare and deliver, or shall cause to be preparedprepared and delivered, to the Partnership: (i) a Final worksheet showing the components of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) Date (the “Accounting ExpertFinal Working Capital Worksheet”) to (i) audit provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Closing Statement and issue Working Capital Worksheet) as a report thereon, and result of the transactions contemplated by this Agreement); (ii) certify in writing to Parent the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation of the Pre-Closing Capital Expenditures Amount (the “Final Pre-Closing Capital Expenditures Amount”) and Purchaser that such audit was conducted in accordance (iv) the Contributing Parties’ calculation of the Final Consideration Adjustment Amount. In connection with the terms hereofContributing Parties’ preparation and delivery of the Final Working Capital Worksheet, the Final Net Working Capital, the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Final Consideration Adjustment Amount, the Partnership shall, and Purchaser shall cause such report the Contributed Entities to, (x) permit the Contributing Parties and such certificate their Representatives to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided have reasonable access to the books, records and other relevant information documents (including internal work papers, schedules, financial statements and memoranda) of the Target CompaniesContributed Entities, Purchaser, Parent (y) cooperate with the Contributing Parties and their respective Representatives, Representatives in seeking to obtain work papers from the Partnership and the Contributed Entities pertaining to the extent necessary to complete its audit calculation of the Final Closing Statement, Consideration Adjustment Amount and Purchaser and Parent shall, and shall cause their Representatives provide the Contributing Parties with copies thereof (including the Subject Companies) to, make as reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided Contributing Parties) and (z) provide the Contributing Parties and their Representatives reasonable access to the books, records and other relevant information of Partnership’s Representatives as reasonably requested by the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentContributing Parties.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each No less than five (5) Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver to Purchaser shall prepare, or shall cause to be prepared, (i) a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate projected unaudited consolidated balance sheet of the chief financial officer directly overseeing Company and the Target Companies comprising such Target Business Segment certifying that Subsidiaries as of 12:01 AM (Pacific time) on the Final Closing Statement was Date, prepared in accordance with (I) GAAP and (II) accounting policies applied by the Agreed Accounting Principles Company for purposes of preparing its consolidated financial statements for the year ended December 31, 2014 (with any conflicts between GAAP and engage Deloitte and Touche LLP the policies set forth in the preceding clause (II) to be resolved in favor of GAAP), without reflecting any actual or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) anticipated adjustments or effects arising from the transactions contemplated hereby (the “Accounting ExpertEstimated Closing Balance Sheet”) to (i) audit the Final Closing Statement and issue a report thereon), and (ii) certify a closing statement setting forth in writing reasonable detail a calculation, on the basis of the Estimated Closing Balance Sheet, of Assumed Liabilities (the “Estimated Assumed Liabilities”) and Closing Indebtedness (the items specified in the preceding clauses (i) and (ii) collectively, the “Estimated Closing Balance Sheet Documents”). The Estimated Closing Balance Sheet Documents shall be subject to Parent Purchaser’s review. In reviewing such items, Purchaser shall have the right to review the work papers, schedules, memoranda and other documents Sellers and/or the Company prepared or reviewed in preparing the Estimated Closing Balance Sheet Documents and thereafter will have access, during normal business hours, to all relevant Books and Records, all to the extent Purchaser reasonably requires them to complete its review of the Estimated Closing Balance Sheet Documents. In the event that such audit was conducted in accordance Purchaser does not agree with the terms hereofEstimated Closing Balance Sheet Documents or any portion thereof, Sellers shall consider any comments or changes proposed by Purchaser in good faith and Sellers and Purchaser shall cause such report and such certificate negotiate in good faith to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be resolve the disputed items; provided reasonable access to that, for the booksavoidance of doubt, records and other relevant information none of the Target Companiesfailure to include in the Estimated Closing Balance Sheet Documents any comments or changes proposed by Purchaser, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit ’s acceptance of the Final Estimated Closing StatementBalance Sheet Documents, and the consummation of Closing shall constitute an acknowledgement by Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit accuracy of the applicable Final Estimated Closing Statement)Balance Sheet Documents or limit or otherwise affect Purchaser’s rights and remedies under this Agreement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Purchaser’s right to be used include such comments or changes in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentBalance Sheet Documents.

Purchase Price Adjustment. (i) Within ninety (90) days following the Closing Date, (a) As soon Seller shall prepare and deliver to Buyer an unaudited combined balance sheet of the white paper and packaging & newsprint businesses of Seller and its Subsidiaries and the cash and cash equivalents of the Paper Group and its Subsidiaries, in each case as reasonably practicable, following each of the Adjustment Calculation Time (the “Company Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing Balance Sheet”) and a certificate statement (the “Company Closing Statement”) setting forth Seller’s calculation of Company Closing Cash Amount and Company Closing Net Working Capital (in each case, as derived from the Company Closing Balance Sheet) and (b) Buyer shall prepare and deliver to Seller an unaudited consolidated balance sheet of Buyer and its Subsidiaries as of the chief financial officer directly overseeing Adjustment Calculation Time (the Target Companies comprising such Target Business Segment certifying that “Buyer Closing Balance Sheet”) and a statement (the Final “Buyer Closing Statement was Statement”) setting forth Buyer’s calculation of the Buyer Closing Net Working Capital (as derived from the Buyer Closing Balance Sheet). The Company Closing Balance Sheet shall be prepared on a combined basis for the white paper and packaging & newsprint businesses of Seller and its Subsidiaries in accordance with SAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest Balance Sheet (except as otherwise provided in the definition of Company Closing Net Working Capital and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby) and the calculation of Company Closing Net Working Capital will be made in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable definition thereof. Notwithstanding anything herein to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final contrary, Company Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted Cash Amount shall be calculated in accordance with the terms hereof, definition thereof on the basis of bank account information for the Paper Group and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Dateits Subsidiaries. The Accounting Expert Buyer Closing Balance Sheet shall be prepared on a consolidated basis for Buyer and its Subsidiaries in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the financial statements included in the Buyer SEC Reports related to the fiscal quarter ended June 30, 2007 (except as otherwise provided in the definition of Buyer Closing Net Working Capital and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby) and the calculation of Buyer Closing Net Working Capital shall be calculated in accordance with the definition thereof. During the preparation of the Company Closing Balance Sheet and the Company Closing Statement and the period of any dispute with respect thereto (including with respect to the calculation of the Company Closing Net Working Capital and Company Closing Cash Amount) and/or the Buyer Closing Balance Sheet and/or the Buyer Closing Statement (including with respect to the calculation of the Buyer Closing Net Working Capital set forth thereon), Buyer and Buyer Sub shall (A) provide Seller and its representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other relevant information documents), facilities and employees of Buyer, Buyer Sub, the Company, their respective Subsidiaries and the Business for such purpose, and, without limiting the generality of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) toforegoing, make reasonably available their respective personnel directly responsible for and its employees of any of the foregoing (including employees who are knowledgeable about with respect to the information matters to be used inset forth in the Company Closing Balance Sheet, Buyer Closing Balance Sheet, the Company Closing Statement, the Buyer Closing Statement and/or any of the calculations set forth on any of the foregoing and employees who were involved in the preparation of the materials described in clause (B) below) to provide explanations with respect to the materials described in clause (B) below and to assist in the review of the foregoing and any Notice of Disagreement, and reasonably necessary otherwise in connection with the matters contemplated by this Section 1E (including any dispute relating to the Company Closing Balance Sheet, the Buyer Closing Balance Sheet, the Company Closing Statement, the Buyer Closing Statement and/or any of the calculations set forth on any of the foregoing) and (B) provide Seller and its representatives as promptly as practicable following the Closing Date (but in no event later than thirty (30) days after the Closing Date) with normal year-end closing financial information for the preparation ofwhite paper and packaging & newsprint businesses of Seller and its Subsidiaries for the period ending as of the Adjustment Calculation Time. Each of Buyer and its post-Closing Subsidiaries, such Final Closing Statement and in order to respond to inquiries made by on the Accounting Expertone hand, and Purchaser Seller, on the other hand, shall cause cooperate fully with the Subject Companies to prepare other and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert its representatives in connection with the preparation and audit and/or review of the applicable Final Company Closing Balance Sheet, Buyer Closing Balance Sheet, the Company Closing Statement), the Buyer Closing Statement and Purchaser the calculations set forth on the foregoing statements and Parent shalldocuments, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the provision on a timely basis of all other information to be used necessary or useful in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses connection with any party’s review of any of the Accounting Expert shall be borne by Parentforegoing and/or the review of any Notice of Disagreement.

Purchase Price Adjustment. (a) As soon as reasonably practicable, but no later than sixty (60) days, following each the Closing Date or as otherwise agreed by the parties in writing after the date hereof (the “Delivery Date”), the Surviving Company shall, at its expense, (i) cause to be prepared an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date, Purchaser but which shall preparenot reflect the transactions occurring at the Closing (the “Closing Balance Sheet”), or shall cause together with a statement (the “Closing Date Schedule”) setting forth in reasonable detail the Surviving Company’s calculation of the Closing Net Working Capital Amount, Closing Cash, Closing Debt, and Company Expenses and (ii) deliver to be preparedthe Representative the Closing Balance Sheet and the Closing Date Schedule, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and together with a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying Surviving Company executed on its behalf by its Chief Financial Officer confirming that the Final Closing Statement was Balance Sheet and the Closing Date Schedule were properly prepared in good faith and in accordance with this Section 3.7(a). The accounts included in the Closing Balance Sheet and the Closing Date Schedule, including the Closing Net Working Capital Amount, Closing Cash, Closing Debt and Company Expenses, shall be prepared in accordance with the Agreed Accounting Principles Standards. For the avoidance of doubt, in the event that any accounting methods, historical policies, practices, principles and engage Deloitte procedures, classifications, judgments and Touche LLP (estimation methodologies used in the Accounting Standards differ from or such other registered public accounting firm are inconsistent with GAAP, consistent application of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit Standards will supersede GAAP. Buyer shall calculate the Final Closing Statement and issue Net Working Capital in a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance manner consistent with the terms hereofexample set forth on Exhibit D, including the ledger items used therein. Exhibit D shows, as an example only, the calculation of Net Working Capital using the Latest Balance Sheet. Valuations and Purchaser estimates for the Closing Balance Sheet shall cause such report not reflect or take into account developments between the Closing Date and such certificate the date of preparation or completion of the Closing Balance Sheet except for those developments that provide additional evidence with respect to be produced no later than 120 days following each conditions that existed on the Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert Solely in connection with the preparation and audit of the applicable Final Closing Statement)Balance Sheet and Closing Date Schedule, and Purchaser and Parent shallBuyer agrees that it shall not, and shall cause their Representatives (including the Subject Companies) Surviving Company not to, make reasonably available their respective personnel directly responsible for take any actions with respect to the accounting books and knowledgeable about records of the information Surviving Company on which the Closing Balance Sheet or Closing Date Schedule are to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of based that are not consistent with the Accounting Expert shall be borne by ParentStandards.

Purchase Price Adjustment. (a) As Northrop Grumman shall cause management of the Company, as soon as reasonably practicablepracticable after the Closing Date has been established, following each but in any event no later than ten (10) Business Days prior to the Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate deliver to Parent an estimated balance sheet of the chief financial officer directly overseeing Company and its Subsidiaries as of the Target Companies comprising such Target Business Segment certifying that Closing Date (the Final "ESTIMATED CLOSING BALANCE SHEET") prepared in good faith and in accordance with GAAP consistently applied, which will be in a format comparable to and include the same line items as the Adjusted Interim Balance Sheet. To the extent consistent with GAAP, the Estimated Closing Statement Balance Sheet will be prepared using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as was prepared used in the preparation of the Adjusted Interim Balance Sheet, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the Northrop/TRW Merger or the transactions contemplated hereby. The Estimated Closing Balance Sheet will be accompanied by an additional schedule of information showing Northrop Grumman's method of calculating good faith estimates of the Closing Working Capital ("ESTIMATED WORKING CAPITAL") and the Closing Adjusting Indebtedness ("ESTIMATED ADJUSTING INDEBTEDNESS") in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (definitions thereof. The cash portion of the Purchase Price set forth in Section 3.1(b)(i) of this Agreement shall be increased or such other registered public accounting firm decreased in an amount equal to the amount by which the Estimated Working Capital is greater or less than the Target Working Capital. If the Estimated Working Capital is greater than the Target Working Capital, the cash portion of international reputation which is mutually acceptable to Parent and Purchaserthe Purchase Price set forth in Section 3.1(b)(i) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate of this Agreement to be produced no later than 120 days following each paid by the appropriate BCP Entities at Closing Date. The Accounting Expert shall be provided reasonable access to increased by the booksamount of such excess. If the Estimated Working Capital is less than the Target Working Capital, records and other relevant information the cash portion of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit Purchase Price set forth in Section 3.1(b)(i) of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information this Agreement to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made paid by the Accounting Expert, and Purchaser appropriate BCP Entities at Closing shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested decreased by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information amount of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentsuch deficit.

Purchase Price Adjustment. (a) As soon Within 60 days after the Closing, Purchaser in consultation with Sellers shall prepare and deliver to the Sellers a statement (the "Adjustment Statement"), which reflects (i) the difference between (A) the Stores and Inventory Amount as reasonably practicable, following each of the Closing Date, based on an inventory survey conducted by Purchaser shall preparewithin 30 days after the Closing Date, or shall cause to which may be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonobserved by Sellers, and (B) the undisputed Estimated Stores and Inventory Amount (such difference is referred to as the "Stores and Inventory Adjustment Amount"), (ii) certify in writing the difference between (A) the Post-September Capital Expenditures Amount and (B) the undisputed Estimated Post-September Capital Expenditures Amount (such difference is referred to Parent as the "Post-September Capital Expenditures Adjustment Amount"), (iii) the difference between (A) the Post-April RRSU Payment Amount and Purchaser that (B) the undisputed Estimated Post-April RRSU Payment Amount (such audit was conducted in accordance with difference is referred to as the terms hereof"RRSU Adjustment Amount"), and Purchaser shall cause (iv) the difference between (A) the Hot Gas Path Parts Expenditures Amount and (B) the undisputed Estimated Hot Gas Path Parts Expenditures Amount (such report and such certificate difference is referred to be produced no later than 120 days following each Closing Dateas the "Hot Gas Path Parts Adjustment Amount"). The Accounting Expert Stores and Inventory Adjustment Amount, the Post-September Capital Expenditures Adjustment Amount, the RRSU Adjustment Amount, and the Hot Gas Path Parts Adjustment Amount are referred to collectively as the "Adjustment Amount." The Adjustment Statement shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent prepared using GAAP and the Accounting Expert methodologies set forth in the definition of Stores and Inventory Amount. The Parties agree to cooperate in connection with the preparation and audit of the applicable Final Closing Statement), Adjustment Statement and Purchaser and Parent shallrelated information, and shall cause their Representatives (including the Subject Companies) toprovide each other with such books, make records and information as may be reasonably available their respective personnel directly responsible for requested from time to time in connection therewith and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentconnection with Sellers' review thereof.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Within ninety (90) days after the Closing Date, Purchaser the Contributing Parties shall prepareprepare and deliver, or shall cause to be preparedprepared and delivered, to the Partnership: (i) a Final worksheet showing the components of Net Working Capital as of 11:59 p.m. Central time on the day immediately preceding the Closing Statement for each Target Business Segment Date (or, if the Closing Date is February 28, 2014, as of 11:59 p.m. Central time on that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaserdate) (the “Accounting ExpertFinal Working Capital Worksheet”) (provided that, such calculation (x) shall take into account effects on the assets or liabilities of the Contributed Entities as a result of the transactions contemplated by the Pre-Closing Agreements to the extent such transactions occurred prior to Closing and (iy) audit shall not take into account any other effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.5 so that such debt shall not be treated as outstanding on the Final Closing Statement and issue a report thereon, and Working Capital Worksheet)); (ii) certify in writing to Parent the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation of the Pre-Closing Capital Expenditures Amount (the “Final Pre-Closing Capital Expenditures Amount”) and Purchaser that such audit was conducted in accordance (iv) the Contributing Parties’ calculation of the Final Consideration Adjustment Amount. In connection with the terms hereofContributing Parties’ preparation and delivery of the Final Working Capital Worksheet, the Final Net Working Capital, the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Final Consideration Adjustment Amount, the Partnership shall, and Purchaser shall cause such report the Contributed Entities to, (x) permit the Contributing Parties and such certificate their Representatives to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided have reasonable access to the books, records and other relevant information documents (including internal work papers, schedules, financial statements and memoranda) of the Target CompaniesContributed Entities, Purchaser, Parent (y) cooperate with the Contributing Parties and their respective Representatives, Representatives in seeking to obtain work papers from the Partnership and the Contributed Entities pertaining to the extent necessary to complete its audit calculation of the Final Closing Statement, Consideration Adjustment Amount and Purchaser and Parent shall, and shall cause their Representatives provide the Contributing Parties with copies thereof (including the Subject Companies) to, make as reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided Contributing Parties) and (z) provide the Contributing Parties and their Representatives reasonable access to the books, records and other relevant information of Partnership’s Representatives as reasonably requested by the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentContributing Parties.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Not less than three (3) Business Days prior to the Closing Date, Purchaser shall prepare, or the Equity Sellers Representative shall cause the Company to be prepared, deliver to Purchaser a Final statement (the “Estimated Closing Statement for each Target Business Segment that is Statement”) certified by the subject of such Closing and a certificate of the Company’s chief financial officer directly overseeing setting forth in reasonable detail (i) the Company’s estimated Net Working Capital as of the time of the Closing (“Estimated Net Working Capital”) and the calculation thereof, (ii) the Company’s estimated Cash as of the Closing (“Estimated Cash”) and the calculation thereof, (iii) the Company’s estimated Closing Date Indebtedness Amount (“Estimated Debt Amount”) and the calculation thereof and (iv) the Company’s estimate of the CapEx Adjustment Amount (the “Estimated CapEx Adjustment Amount”) and a reasonably detailed calculation thereof. If Target Companies comprising Net Working Capital exceeds Estimated Net Working Capital by more than $1,500,000, then the amount of such excess above $1,500,000 shall be deducted from clause (a) in the definition of “Aggregate Equity Value” as provided therein. If Estimated Net Working Capital exceeds Target Business Segment certifying Net Working Capital by more than $1,500,000, then the amount of such excess above $1,500,000 shall be added to clause (a) in the definition of “Aggregate Equity Value” as provided therein. Such deduction or addition is sometimes referred to herein as the “Estimated Working Capital Adjustment.” The Estimated Cash, Estimated Debt Amount and Estimated CapEx Adjustment Amount will be used for the purposes of calculating the “Aggregate Equity Value” at Closing and in the event that actual Cash, Closing Date Indebtedness Amount or actual CapEx Adjustment Amount is greater than or less than the Final Closing Statement was prepared Estimated Cash, the Estimated Debt Amount, or the Estimated CapEx Amount respectively, the Aggregate Equity Value will be subject to adjustment in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and PurchaserSection 3.2(f) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentbelow.

Purchase Price Adjustment. (a) Delivery and Review of ------------------------- ---------------------- Closing Balance Sheet. As soon promptly as reasonably practicable, following each but no later than 60 days --------------------- after the Closing Date, the Sellers will cause Rocky to prepare and deliver to the Purchaser shall prepare(i) a draft balance sheet of Rocky, or shall cause to be prepareddated as of June 30, 1998 (the - "Closing Balance Sheet"), accompanied by a Final Closing Statement for each Target Business Segment that is the subject of such Closing draft auditors' report thereon from Pricewaterhouse Coopers LLC ("PC") and (ii) a draft certificate of an officer of -- Rocky, setting forth the chief financial officer directly overseeing Closing Net Worth together with supporting calculations in reasonable detail (the Target Companies comprising such Target Business Segment certifying that the Final "Adjustment Certificate"). The Closing Statement was Balance Sheet shall be prepared in accordance with generally accepted accounting principles. The Purchaser shall have 45 days from the Agreed Accounting Principles date on which the Closing Balance Sheet and engage Deloitte the Adjustment Certificate are delivered to it and Touche LLP (or the PC work papers are available for review in Los Angeles, California to review such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) documents (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date"Review Period"). The Accounting Expert Purchaser and its accountants shall be provided reasonable with full access to the booksPC work papers at the Purchaser's Los Angeles, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert California office in connection with such review. If the preparation and audit Purchaser disagrees in any respect with any item or amount shown or reflected in the Closing Balance Sheet or the Adjustment Certificate or with the calculation of the applicable Final Closing StatementNet Worth, the Purchaser may, on or prior to the last day of the Review Period, deliver a notice to the Sellers setting forth, in reasonable detail, each disputed item or amount and the basis for the Purchaser's disagreement therewith, together with supporting calculations (the "Dispute Notice"), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be . It is mutually agreed that estimates used in the Final preparation of the Closing Statement in order Balance Sheet may be conclusively disputed by actual results which differ from such estimates prior to respond to inquiries made by Parentthe end of the Review Period. The Final Dispute Notice shall set forth the Purchaser's position as to the proper Closing Statement Net Worth. If no Dispute Notice is received by the Purchaser on or prior to the last day of the Review Period, the Closing Balance Sheet and the Adjustment Certificate shall be become final and binding and shall be used in determining deemed accepted by the Adjustment Amount, absent manifest errorPurchaser. The fees Purchaser's rights to indemnification pursuant to Sections 13 and expenses of 14 (and any limitations on such rights) shall not be deemed to limit, supersede or otherwise affect the Accounting Expert shall be borne by ParentPurchaser's rights to a full purchase price adjustment pursuant to this Section 3.

Purchase Price Adjustment. (a) As soon as reasonably practicableAt least three (3), following each but not more than ten (10), Business Days prior to the Closing Date, Purchaser Sellers shall prepareprepare and deliver to Acquiror a statement (the “Estimated Closing Statement”) setting forth a good faith estimate of the Closing Date Cash-on-Hand (the “Estimated Closing Date Cash-on-Hand”), or shall cause to be preparedthe Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), a Final the Closing Date Working Capital (the “Estimated Closing Date Working Capital”) and the Closing Date Company Transaction Expenses (the “Estimated Closing Date Company Transaction Expenses”) and, on the basis thereof, the resulting calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”). The Estimated Closing Statement for each Target Business Segment that is the subject of such shall (insofar as it relates to Estimated Closing Date Cash-on-Hand and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Estimated Closing Statement was Date Working Capital) (i) be prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonPrinciples, and (ii) certify in writing shall not give effect to Parent and Purchaser that such audit was conducted in accordance with (A) the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information consummation of the Target Companiestransactions contemplated by this Agreement, Purchaser, Parent and their respective Representatives, to the extent necessary to complete (B) any financing transactions of Acquiror or any of its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives Subsidiaries (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation transactions contemplated by the Closing, or any other action or omission by Acquiror after the Closing on the Closing Date, or (C) any action or omission to the extent initiated by any Company after the Closing on the Closing Date that is not in the ordinary course of business. Prior to and audit after delivering its Estimated Closing Statement, Sellers shall cooperate and provide such information as reasonably requested by Acquiror and its Representatives regarding the calculation of the applicable Final Closing Statement), components thereof and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make provide such back-up therefor as may be reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentrequested.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Within 10 days after the Closing Date, Purchaser Seller shall prepare, or shall cause prepare and deliver to be prepared, Buyer a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate closing balance sheet of the chief financial officer directly overseeing Division as of the Target Companies comprising such Target Business Segment certifying close of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall fairly present the items listed thereon as of the Closing Date on a basis consistent with the accounting principles, practices, procedures and policies that were used in preparing the August 31, 1997 Balance Sheet, except that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to Balance Sheet shall reflect (i) audit the Final Closing Statement a proper accrual under FAS 106, (ii) a corporate accrual for salaried vacation and issue a report thereonholidays relating to Employees (as hereinafter defined), and (iiiii) certify the results of a physical inventory to be taken by Seller at October 31, 1997 consistent with its past practices, with Buyer and its representatives entitled to observe such physical inventory and review all ledgers and supporting information for the financial statements, and have full access to and the cooperation of Seller's accounting personnel. Buyer shall have a period of 10 days after delivery of the Closing Balance Sheet to review it and make any objections it may have in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced Seller. If no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries written objections are made by Buyer within such ten-day period, then the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement Balance Sheet shall be final and binding and on the parties hereto. If Buyer delivers written objections to Seller within such ten-day period, then the parties shall have an additional five business days within which to resolve any disputed matters. If they are unable to do so, the specific matters in dispute shall be used submitted to a Big Six independent accounting firm (other than Ernst & Young L.L.P. and Price Waterhouse L.L.P.) as may be approved by Seller and Buyer, which firm shall render its opinion as to such matters as expeditiously as possible and in determining any event within 10 days of submission. Based on such opinion, such independent accounting firm will then send to Seller and Buyer its determination on the Adjustment Amountspecified matters in dispute, absent manifest errorwhich determination shall be final and binding on the parties hereto. The fees and expenses of the Accounting Expert such independent accounting firm shall be borne one-half by ParentSeller and one-half by Buyer.

Purchase Price Adjustment. (a) As soon promptly as reasonably practicable, following each practicable and in any event within 90 days after the Closing Date, WEC shall at its expense prepare and deliver to Purchaser (i) an audited balance sheet of the Business (excluding the assets and liabilities of STC contemplated by Section 5.25) (the "Closing Balance Sheet") as of the close of business on the Closing Date in accordance with GAAP applied on a consistent basis with the Financial Statements and (ii) an audited statement of Net Assets acquired (the "Statement of Net Assets Acquired") setting forth the Closing Balance Sheet with adjustments to eliminate assets not acquired and liabilities not assumed by Purchaser pursuant to the Agreement to arrive at Net Assets Acquired. In addition, a statement (the "Statement") will be prepared and audited setting forth the Net Assets Acquired with adjustments to eliminate all noncurrent assets and all environmental liabilities to arrive at Net Assets (as defined below) as of the close of business on the Closing Date ("Closing Net Assets"), together with special purpose reports of WEC's independent auditors to the effect that the Statement of Net Assets Acquired and the Statement have been prepared and audited in compliance with the requirements of this Section 2.5. Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate employees of the chief financial officer directly overseeing Business to assist WEC in the Target Companies comprising preparation of the Closing Balance Sheet, the Statement of Net Assets Acquired and the Statement and shall provide WEC and its independent auditors on-site access at all reasonable times to the personnel, properties, books and records of the Business for such Target Business Segment certifying purposes. Purchaser acknowledges that WEC shall have the Final primary responsibility and authority for preparing the Closing Balance Sheet, the Statement was prepared of Net Assets Acquired and the Statement. During the 60-day period following Purchaser's receipt of the Statement, Purchaser and its independent auditors shall be permitted to review the working papers of WEC and its independent auditors relating to the Statement. The Statement shall become final and binding upon the parties on the 60th day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Statement ("Notice of Disagreement") to WEC prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted, and only include disagreements based on mathematical errors or based on Closing Net Assets not being calculated in accordance with this Section 2.5. If a Notice of Disagreement complying with the preceding sentence is received by WEC in the period specified, then the Closing Net Assets set forth in the Statement shall be deemed adjusted as provided in the Notice of Disagreement and that adjusted calculation shall become final and binding upon the parties at 5:00 p.m., New York City time on the tenth (10th) day following the date of receipt of the Notice of Disagreement, unless prior to that time WEC shall have notified Purchaser in writing of its objection to the Notice of Disagreement. In the event that WEC notifies Purchaser prior to 5:00 p.m., New York City time on the tenth (10th) day following the date of receipt of the Notice of Disagreement of its objection to the Notice of Disagreement, then the Statement as revised in accordance with the Agreed Accounting Principles resolutions that result from clause (I) or (II) below and engage Deloitte the following paragraph shall become final and Touche LLP binding upon the earlier of (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent I) the date WEC and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify Purchaser resolve in writing any differences they have with respect to Parent and Purchaser that such audit was conducted the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm in accordance with the terms hereoffollowing paragraph. During the 60-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, WEC and Purchaser shall cause seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such report period WEC and such certificate its independent auditors shall have reasonable on-site access during normal business hours to be produced no later than 120 days following each Closing Date. The Accounting Expert the personnel, properties, books, records, schedules, analyses and working papers of the Business and shall be provided reasonable access permitted to the books, records review and other relevant information make copies reasonably required of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent Purchaser or its representatives and its independent auditors (if any) relating to the preparation of the Notice of Disagreement. If, at the end of such 60-day period, WEC and Purchaser have not so resolved such differences, WEC and Purchaser shall submit to the Accounting Expert Firm for review and resolution any and all matters which remain in connection with dispute and which were properly included in the preparation Notice of Disagreement. WEC and audit Purchaser shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Accounting Firm. WEC and Purchaser agree that judgment may be entered upon the determination of the applicable Final Closing Statement)Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, and Purchaser and Parent shall, and shall cause their Representatives the cost of any arbitration (including the Subject Companiesfees and expenses of the Accounting Firm) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information pursuant to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement this Section 2.5 shall be final borne by WEC and binding and Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be used in determining determined by the Adjustment Amount, absent manifest errorAccounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and expenses of WEC's independent auditors incurred in connection with the Accounting Expert issuance of their special purpose report relating to the Statement and review of any Notice of Disagreement shall be borne by ParentWEC, and the fees and expenses of Purchaser's independent auditors incurred in connection with their review of the Statement shall be borne by Purchaser.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each No later than five (5) Business Days before the Closing Date, Purchaser BHE shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is notify the subject of such Closing and a certificate Buyer in writing of the chief financial officer directly overseeing Estimated Adjustment Amount, which shall be payable by the Target Companies comprising such Target Business Segment certifying that Buyer to BHE as provided in Section 4.2. (b) Within thirty (30) days after the Final Closing Statement was prepared in accordance with Closing, BHE shall prepare and deliver to the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) Buyer a statement (the “Accounting Expert”"Adjustment Statement") to which reflects (i) audit the Final net book value, as reflected on the books of the Sellers as of the Closing Statement and issue a report thereonDate, and of BHE's interest under the Wyman Agreements in the fuel inventory at Wyman Stxxxxx (the "Inventory Adjustment Amount") xxx (ii) certify the Maintenance and Capital Expenditures Amount applicable to the Purchased Assets. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted within five (5) Business Days prior to the Closing Date consistent with Sellers' current inventory procedures, and Buyer will be entitled to have a Buyer Representative observe such inventory survey. The Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Sellers have historically used in writing to Parent and Purchaser that such audit was conducted in accordance connection with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Datecalculation of the items reflected on the Adjustment Statement. The Accounting Expert shall be provided reasonable access Buyer agrees to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert cooperate with BHE in connection with the preparation and audit of the applicable Final Closing Statement)Adjustment Statement and related information and shall provide to BHE such books, records and information as may be reasonably requested from time to time. (c) The Buyer may dispute the Inventory Adjustment Amount or the Maintenance and Capital Expenditures Amount; provided, however, that the Buyer shall notify BHE in writing of the disputed amount, and Purchaser and Parent shallthe basis of such dispute, and shall cause their Representatives within ten (including 10) Business Days of the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about Buyer's receipt of the information Adjustment Statement. In the event of a dispute with respect to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the any part of an Adjustment Amount, absent manifest errorthe Buyer and BHE shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Buyer and BHE are unable to reach a resolution of such differences within thirty (30) days of receipt by BHE of the Buyer's written notice of dispute, the Buyer and BHE shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and expenses disbursements of the Independent Accounting Expert Firm shall be borne shared equally. (d) Within ten (10) Business Days after the Buyer's receipt of the Adjustment Statement, if the Adjustment Amount is less than the Estimated Adjustment Amount, the Sellers shall refund the difference to the Buyer, and if the Adjustment Amount is greater than the Estimated Adjustment Amount, the Buyer shall pay the difference to BHE on behalf of the Sellers; provided, that if there is a dispute with respect to any amount on the Adjustment Statement, the Buyer shall immediately pay to BHE on behalf of the Sellers any undisputed amounts (to the extent not previously paid). Within five (5) Business Days after the final determination of any amounts on the Adjustment Statement, the Buyer shall pay to BHE on behalf of the Sellers an amount equal to (x) the Adjustment Amount as finally determined to be payable with respect to the Adjustment Statement less (y) the sum of the Estimated Adjustment Amount and any additional undisputed amount theretofore paid by Parent.the Buyer to the Sellers; provided, however, that if such amount shall be less than zero, then the Sellers will pay to the Buyer the amount by which such amount is less than zero. Any amount paid or refunded under this Section 3.2(d) shall be paid or refunded with interest for the period commencing on the Closing Date through the date of payment, calculated at the "prime rate" for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the Closing Date, in cash by Federal or other wire transfer of immediately available funds. 3.3

Purchase Price Adjustment. (a) Determination of Net Worth. As used herein, the "Net Worth" of --- -------------------------- --------- the Company as of any particular date shall mean an amount equal to the tangible net worth of the Company and its consolidated Subsidiaries determined by subtracting total liabilities of the Company and its consolidated Subsidiaries as at such date from the total tangible assets of the Company and its consolidated Subsidiaries as at such date, in each case as shown on the balance sheet of the Company as at such date; provided, however, that for -------- ------- the purposes of the Preliminary Closing Balance Sheet and Audited Closing Balance Sheet, Net Worth shall be calculated for the period from January 31, 1997 to the Closing Date, using the depreciation methods set forth on Schedule -------- 1.2(b). ------ (b) Preparation of Closing Adjusted Net Worth Schedule. As soon as reasonably --- -------------------------------------------------- practicable, following each the Sellers or their designee shall prepare (based on data and financial statements supplied by the Company) on a basis consistent with the preparation of the Balance Sheet (as defined in Section 4.4) and as contemplated by Schedule 1.2(b), and deliver to the Buyer and Coopers & --------------- Xxxxxxx L.L.P., a consolidated balance sheet of the Company as of the close of business on the Closing Date, Purchaser shall prepare, or Date (the "Preliminary Closing Balance Sheet"). The --------------------------------- Sellers shall cause the Preliminary Closing Balance Sheet to be preparedaudited by Coopers & Xxxxxxx L.L.P. (the "Audited Closing Balance Sheet") which firm ----------------------------- shall deliver an opinion stating that the Audited Closing Balance Sheet presents fairly, a Final Closing Statement for each Target Business Segment that is in all material respects, the subject of such Closing and a certificate financial position of the chief financial officer directly overseeing Company and its consolidated Subsidiaries at the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared Date in accordance with GAAP applied on a basis consistent with the Agreed Accounting Principles Balance Sheet. The Preliminary Closing Balance Sheet and engage Deloitte the Audited Closing Balance Sheet shall (i) not include (x) the assets of the Company or any Subsidiary and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaserthe liabilities relating thereto set forth in Schedule 1.2(b) (the “Accounting Expert”"Excluded --------------- -------- Assets and Liabilities"), (y) to (i) audit the Final Closing Statement and issue a report thereonany expenses, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert amounts or prepayment penalties ---------------------- incurred in connection with the preparation and audit prepayment or repayment of any indebtedness of the applicable Final Company or any Subsidiary at Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible except for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.any

Purchase Price Adjustment. (a) As The Buyer shall use its reasonable efforts to cause to be prepared and delivered to the Seller the Audited Closing Date Balance Sheet and a statement setting forth the Working Capital Balance as of the close of business on the Closing Date (such statement, as it may be adjusted pursuant to Section 2.8(b), the "Closing Date Statement") as soon as reasonably practicable, following each practicable after the Closing Date, Purchaser but in no event shall prepare, or such delivery occur later than one hundred twenty (120) days following the Closing Date. The Closing Date Statement shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with GAAP and consistent with the Agreed Accounting Principles methodologies set forth in Schedule 1.1 of Exhibit B and engage Deloitte shall include the Buyer's calculation of the Working Capital Adjustment. Upon receipt of the Audited Closing Date Balance Sheet and Touche LLP the Closing Date Statement, the Seller and the Seller's independent accountants shall be permitted during the succeeding thirty (or such other registered public accounting firm of international reputation which is mutually acceptable 30) day period to Parent and Purchaser) (examine the “Accounting Expert”) to (i) audit Audited Closing Date Balance Sheet, the Final Closing Date Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be work papers used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert or generated in connection with the preparation of such documents and audit such other documents as the Seller may reasonably request in connection with its review. If, within thirty (30) days following delivery of the applicable Final Audited Closing Date Balance Sheet and the Closing Date Statement, the Seller shall not have given the Buyer notice of the Seller's objection to the Audited Closing Date Balance Sheet or any of the computations in the Closing Date Statement (which notice shall contain a statement of the Basis of such objection), then the Audited Closing Date Balance Sheet and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Date Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall will be final and binding and shall be used in determining upon the Adjustment AmountParties, absent manifest error. The fees and expenses If the Seller gives notice to the Buyer of the Accounting Expert Seller's objection ("Notice of Objection"), and the Buyer and the Seller are unable to resolve the issues in dispute within thirty (30) days after delivery of the Notice of Objection (the "Resolution Period"), each of the Buyer's and the Seller's positions with respect to the Audited Closing Date Balance Sheet and the computation of the Working Capital Adjustment in the Closing Date Statement will be submitted to Deloitte Touche LLP, independent certified public accountants, or such other firm of independent certified public accountants mutually selected by the Parties (the "Accountants") for resolution. Within five (5) days after the end of the Resolution Period, if the Parties have been unable to resolve the issues in dispute, the Parties shall agree upon the terms of and execute an engagement letter with the Accountants and the terms of such letter shall not conflict with any of the terms set forth in this Section 2.8(a) (the date of such engagement letter shall be referred to as the "Commencement Date"). Within fifteen (15) days after the Commencement Date, each Party shall submit to the Accountants the Audited Closing Date Balance Sheet, its computation of the Working Capital Adjustment and such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party (or its independent public accountants), and each Party will be afforded the opportunity to present to the Accountants any material relating to such issues and to discuss the same with the Accountants (provided all such submissions and discussions shall be completed within fifteen (15) days after the Commencement Date (the "Submission Deadline")). Within fifteen (15) days after the Submission Deadline, the Accountants shall select either the Buyer's or the Seller's position on each disputed matter (that has not otherwise been settled prior to the submission of the Buyer's and the Seller's positions to the Accountants) in the Audited Closing Date Balance Sheet and the Working Capital Adjustment in its entirety and such selection shall be binding and conclusive on the Parties and will be deemed to be the Audited Closing Date Balance Sheet and the final Working Capital Adjustment for the Closing Date Statement. All fees of the Accountants for such determination will be borne by Parentthe Party whose positions have a net negative economic adjustment, taking into account all disputed matters that have not been otherwise settled prior to the submission of the Buyer's and the Seller's positions to the Accountants. The Accountants shall have the authority to resolve any ambiguities in the dispute resolution procedure outlined in this Section 2.8(a).

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each practicable but within thirty (30) days after the Closing Date, Purchaser shall preparethe Seller, or at his expense, shall cause Xxxxxx X. Xxxxx, an independent certified public accountant, to be prepared, prepare a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate balance sheet of the chief financial officer directly overseeing Company immediately prior to the Target Companies comprising such Target Business Segment certifying that Effective Time (the Final Closing Statement was prepared "Effective Time Balance Sheet") setting forth the tangible net worth of the Company using accrual accounting and in accordance conformance with generally accepted accounting principles (the "Tangible Net Worth"). A copy of the Effective Time Balance Sheet shall be promptly furnished to the Buyer. If the Buyer disagrees with the Agreed Accounting Principles and Tangible Net Worth, the Buyer shall engage Deloitte and Touche LLP (or such other registered an independent public accounting firm, at its expense, to audit the Effective Time Balance Sheet and deliver a certified written report to the Seller confirming the Tangible Net Worth ("Audited Tangible Net Worth"). If the Seller fails to notify the Buyer within fifteen (15) days after receiving the report from the accounting firm selected by the Buyer, such report shall be deemed accepted for purposes of international reputation which calculating Tangible Net Worth. If the Seller should so notify the Buyer of a dispute concerning Audited Tangible Net Worth, the Buyer shall then engage another big-five independent accounting firm that is mutually acceptable to Parent the Buyer and Purchaser) (the “Accounting Expert”) Seller to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that resolve such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report dispute and such certificate to be produced no later than 120 days following each Closing Datefirm shall notify the Buyer and the Seller of its resolution of such dispute within two weeks of its engagement by the Buyer. The Accounting Expert cost of services provided by such big-five accounting firm shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made borne equally by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent Buyer and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by ParentSeller. The Final Closing Statement Any such resolution shall be final and binding and on all parties hereto for the purposes of calculating Tangible Net Worth. In the event the Tangible Net Worth is less than $770,000, the Seller shall pay such deficit portion to the Buyer within thirty (30) days following the later of its determination of the Tangible Net Worth, the Buyer's audit or the resolution of any dispute by such big-five accounting firm on a dollar-for-dollar basis. In the event the Tangible Net Worth is greater than $770,000, the Buyer shall pay the excess amount, on a dollar-for-dollar basis, to the Seller within thirty (30) days following the later of either Xxxxxx X. Xxxxx'x determination of the Tangible Net Worth or the determination of Audited Tangible Net Worth. For purposes of this Section 1.3, "Tangible Net Worth" shall mean the net book value of the Company at the Effective Time determined in accordance with generally accepted accounting principles applied on a consistent basis. Net book value shall be used in determining calculated by subtracting the Adjustment Amount, absent manifest error. The fees and expenses book value of all of the Accounting Expert shall be borne by Parentliabilities of the Company from the book value of all tangible assets of the Company.

Purchase Price Adjustment. (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate balance sheet of the chief financial officer directly overseeing Enterprise Group as of 11:59 p.m. New York time on the Target Companies comprising day before the Closing (the “Closing Balance Sheet”), and (b) a statement (the “Closing Statement”) setting forth Seller’s calculation of Closing Net Working Capital and the resulting Closing Purchase Price as calculated with reference to such Target Business Segment certifying that the Final Closing Statement was prepared amounts and any other components thereof in accordance with the Agreed Accounting Principles definition thereof. The Closing Balance Sheet shall be prepared, and engage Deloitte Closing Net Working Capital shall be calculated, in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and Touche LLP principles used in the preparation of the 2006 Statement of Net Assets (or such other registered public except as otherwise provided in the definition of Closing Net Working Capital and without regard to any purchase accounting firm adjustments arising out of international reputation which is mutually acceptable the transactions contemplated hereby) and the portion of the Closing Statement related to Parent Closing Net Working Capital shall be derived from the Closing Balance Sheet (except as otherwise provided in the definition of Closing Net Working Capital). During the preparation of the Closing Balance Sheet and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonthe period of any dispute with respect thereto, Buyer shall (A) reasonably assist Seller and (ii) certify its representatives in writing to Parent the preparation of the Closing Balance Sheet and Purchaser that such audit was conducted in accordance the Closing Statement and provide Seller and its representatives with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other relevant information documents), facilities and employees of Buyer and its Subsidiaries and the Enterprise Group for such purpose, and, without limiting the generality of the Target Companiesforegoing, Purchaser, Parent and their respective Representatives, make available employees of any of the foregoing (including employees who are knowledgeable with respect to the extent necessary matters to complete its audit be set forth in the Closing Balance Sheet or the Closing Statement) to assist in the preparation of the Final Closing Balance Sheet and the Closing Statement, and Purchaser and Parent shallthe review of any Notice of Disagreement, and shall cause their Representatives otherwise in connection with the matters contemplated by this Section 1D (including any dispute relating to the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about Closing Balance Sheet or the information to be used inClosing Statement), and (B) reasonably necessary for the preparation ofcooperate with Seller and its representatives in connection therewith, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers provision on a timely basis of Parent and the Accounting Expert all other information necessary or useful in connection with the preparation and audit of the applicable Final Closing Balance Sheet and the Closing Statement or the review of any Notice of Disagreement; provided that such access described in clause (A) above does not unreasonably interfere with the normal operations of Buyer or its Affiliates. During the thirty (30) days immediately following Buyer’s receipt of the Closing Balance Sheet and the Closing Statement, Buyer and its representatives shall be permitted to review Seller’s working papers relating to the Closing Balance Sheet and the Closing Statement. The Closing Balance Sheet, the Closing Statement and the resulting calculation of Closing Purchase Price shall become final and binding upon the parties thirty (30) days following Buyer’s receipt thereof unless Buyer gives written notice of its disagreement (the “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall (x) specify in reasonable detail the nature and amount of any disagreement so asserted, and (y) only include disagreements based on mathematical errors or based on the Closing Balance Sheet or the Closing Statement not being prepared in accordance with this Agreement. If a timely Notice of Disagreement is received by Seller, then the Closing Balance Sheet, the Closing Statement and the resulting calculation of Closing Purchase Price (as revised in accordance with clause (1) or (2) below) shall become final and binding upon the parties on the earlier of (1) the date Seller and Buyer resolve in writing any and all differences they have with respect to any matter specified in the Notice of Disagreement and (2) the date the Accounting Firm delivers its final resolution in writing to Buyer and Seller (which final resolution shall be requested by the parties to be delivered not more than forty-five (45) days following submission of such disputed matters), and Purchaser such resolution by the Accounting Firm shall not be subject to court review, collateral attack or otherwise be appealable. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, Seller and Parent Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement, and all such discussions 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. During any period of dispute, each of the parties shall be permitted to review the working papers of the other parties and their representatives relating to the Notice of Disagreement. At the end of such thirty (30) day period, Seller and Buyer shall submit to KPMG LLP US (subject to Section 1D(iv), the “Accounting Firm”) for review and resolution of any and all matters (but only such matters) which remain in dispute and which were properly included in the Notice of Disagreement. Buyer and Seller shall instruct the Accounting Firm to, and the Accounting Firm shall, make a final determination of the items included in the Closing Statement (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. Buyer and Seller shall cause their Representatives cooperate with the Accounting Firm during the term of its engagement (including by executing an engagement letter in customary form with the Subject Companies) Accounting Firm reflecting the terms of this Agreement and other customary provisions mutually agreed upon by Buyer and Seller). Buyer and Seller shall instruct the Accounting Firm not to, and the Accounting Firm shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. Buyer and Seller shall also instruct the Accounting Firm to make reasonably available their respective personnel directly responsible for its determination based solely on presentations by Buyer and knowledgeable about Seller which are in accordance with the information to be used guidelines and procedures set forth in this Agreement (i.e., not on the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest errorbasis of an independent review). The fees and expenses of the Accounting Expert Firm pursuant to this Section 1D(i) shall be borne paid by ParentSeller, on the one hand, and Buyer, on the other hand, based on the ratio of the disputed amount not awarded to such Person to the total amount actually disputed by Seller and Buyer. For example, if the aggregate amount disputed by Buyer is $1,000, and if Seller contests only $500 of the amount disputed by Buyer, and if the Accounting Firm ultimately resolves the dispute by finding that Buyer properly disputed $300 of the $500, then the fees and expenses of the Accounting Firm will be paid 60% (i.e., 300÷500) by Seller and 40% (i.e., 200÷500) by Buyer.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each No later than three (3) Business Days prior to the Closing Date, Purchaser DuPont shall preparedeliver to Buyer an unaudited combined balance sheet of the Transferred Business Companies, or prepared by DuPont in accordance with GAAP applied on a basis consistent with the Audited Financial Statements as of the close of business (New York time) on the day specified in Schedule 3.5(a) (which is based on the date on which the Closing occurs) (the "Estimated Closing ----------------- Balance Sheet"), which shall cause to be prepared, accompanied by (i) a Final calculation by DuPont of ------------- Net Assets based on the Estimated Closing Statement for each Target Business Segment that is Balance Sheet and in accordance with GAAP applied on a basis consistent with the subject of such Closing Audited Financial Statements (the "Estimated Net Assets") and (ii) a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying Chief Financial Officer of -------------------- DuPont stating that the Final Estimated Closing Statement was Balance Sheet and Estimated Net Assets have been prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to this Section 2.4(a). The Pre-Adjusted Closing Purchase Price shall be (i) audit increased, if the Final Closing Statement and issue a report thereonEstimated Net Assets exceed the Reference Net Assets, and by an amount equal to the amount of such excess, or (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with decreased, if the terms hereofReference Net Assets exceed the Estimated Net Assets, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access by an amount equal to the booksamount of such excess (the "Estimated Closing Adjustment"); provided, records however, ---------------------------- -------- ------- that if the Reference Net Assets exceed the Estimated Net Assets by an amount that is greater than zero ($0) and other relevant information of less than the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Minimum Buyer Adjustment Amount, absent manifest errorthen the amount of the Estimated Closing Adjustment shall be zero ($0) and the Estimated Net Assets shall be deemed to be equal to the Reference Net Assets; provided, further that if the Estimated Net Assets exceed the Reference -------- Net Assets by an amount that is greater than zero ($0) and less than the Minimum DuPont Adjustment Amount, then the amount of the Estimated Closing Adjustment shall be zero ($0) and the Estimated Net Assets shall be deemed to be equal to the Reference Net Assets. The fees and expenses of Pre-Adjusted Closing Price, as so increased or decreased, as the Accounting Expert shall be borne by Parentcase may be, is hereinafter referred to as the Closing Purchase Price.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Not less than three Business Days prior to the anticipated Closing Date, Seller shall prepare in good faith and deliver to Purchaser (x) a statement (the “Estimated Closing Statement”), in form and substance consistent with the illustrative example set forth on Exhibit C hereto (provided that in the event of any inconsistency between the illustrative example and the Accounting Principles or this Agreement, the Accounting Principles and this Agreement shall preparecontrol), or shall cause to be preparedsetting forth (i) Seller’s good faith estimate of Closing Cash (“Estimated Cash”), (ii) Seller’s good faith estimate of Closing Working Capital (“Estimated Working Capital”), (iii) Seller’s good faith estimate of Closing Indebtedness (“Estimated Indebtedness”), (iv) Seller’s good faith estimate of the Closing Required Payment Amount (the “Estimated Required Payment Amount”), (v) Seller’s good faith estimate of all Change of Control Payments (the “Estimated Change of Control Payments”) and (vi) the Initial Closing Date Amount, and (y) a Final statement (the “Estimated Unfunded Employee Liability Statement”) setting forth Seller’s good faith estimate of (i) the Unfunded Defined Benefit Plan Liability Amount (the “Estimated Unfunded Defined Benefit Plan Liability Amount”) and (ii) the Transferred Retiree Medical Liabilities (the “Estimated Retiree Medical Liability Amount”). The Estimated Closing Statement for each Target Business Segment that is and the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Estimated Unfunded Employee Liability Statement was shall be prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit applicable) and this Agreement and shall include a reasonably detailed summary of the Final Closing Statementcalculations made to arrive at, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation ofreasonable supporting documentation for, such Final Closing Statement and in order amounts. Seller has previously provided or made available to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access prior to the books, records and other relevant information date of this Agreement (x) an illustrative calculation of the Target CompaniesEstimated Unfunded Defined Benefit Plan Liability Amount as of December 31, Purchaser2018 consistent with the Pension Principles and (y) an illustrative calculation of the Estimated Retiree Medical Liability Amount as of December 31, and their respective Representatives (including 2018 consistent with the working papers Retiree Medical Principles. In the event of Parent any conflict between such illustrative calculations and the Accounting Expert in connection with Pension Principles or Retiree Medical Principles, as applicable, the preparation and audit of the applicable Final Closing Statement)Pension Principles or Retiree Medical Principles, and Purchaser and Parent shallas applicable, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentcontrol.

Purchase Price Adjustment. To the extent that the Company’s EBITDA in 2008 is less than the 2007 EBITDA, the Purchase Price shall be automatically adjusted to an amount in Reais equal to seven (a7) As soon as reasonably practicabletimes the Company’s EBTIDA in 2008 (the “2008 Adjusted Purchase Price”). For the purposes of determining the Company’s EBITDA in 2008, following each Closing Datewithin up to 90 (ninety) days after December 31, 2008, the Purchaser shall preparecause the Company to provide the Sellers with a written and audited statement describing the Company’s EBITDA in 2008, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with Brazilian GAAP and in a manner consistent with the Agreed Accounting Principles manner in which the 2007 EBITDA was determined by the Parties. Should the Purchaser and engage Deloitte the Sellers agree on the amounts so presented as the Company’s EBITDA in 2008, then the amount of the difference between the Purchase Price and Touche LLP the 2008 Adjusted Purchase Price (or such other registered public accounting firm of international reputation which is mutually acceptable plus the amount to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted be determined in accordance with Section 2.07(b)(i), if any) shall, within 30 (thirty) Business Days after the terms hereofpresentation of the mentioned statement by the Company, be released from the Escrow Account in benefit of the Purchaser, provided however that in no event the adjustment shall exceed the amount equivalent to 20% of the Purchase Price accrued of interests (if any), obtained with the investments permitted under the Escrow Agreement, specifically in relation to the portion of Retained Amount corresponding to the 2008 Adjusted Purchase Price. Should the Purchaser and the Sellers disagree with the amounts presented by the Company as the Company’s EBITDA in 2008, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to should the books, records and other relevant information of the Target Companies, Purchaser, Parent Parties and their respective Representativesexternal auditors not be able to reach an agreement upon such values within 30 (thirty) Business Days as from the presentation of referred original statement, then the Parties shall jointly appoint (and equally bear the costs of) another auditing firm selected among Deloitte Touche Tomahatsu, KPMG, Ernst&Young or PriceWaterhouseCoopers. Should the Parties not reach an agreement as to the extent necessary to complete its audit of third auditing firm within the Final Closing Statementimmediately subsequent 5 (five) Business Days, and Purchaser and Parent then it shall be chosen following the order that they appear above. The retained third auditing firm shall, and shall cause their Representatives within 15 (including the Subject Companiesfifteen) toBusiness Days following its engagement, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be issue a final and binding statement contemplating the Company’s EBITDA in 2008 (the third auditing firm shall prepare and issue its final statement in accordance with Brazilian GAAP and in a manner consistent with the manner in which the 2007 EBITDA was determined by the Parties). The payment of the Adjusted Purchase Price (plus the amount to be determined in accordance with Section 2.07(b)(i), if any), if any, derived from the final statement by the third auditing firm shall be used in determining made within 5 (five) Business Days as from the Adjustment Amount, absent manifest error. The fees and expenses issuance of the Accounting Expert shall be borne by Parentsuch final statement.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each practicable but within forty-five (45) days after the Closing Date, Purchaser shall preparethe Sellers, or at their expense, shall cause Xxxxx X. Xxxxxxxx, P.C., an independent certified public accountant, to be prepared, prepare a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate balance sheet of the chief financial officer directly overseeing Company immediately prior to the Target Companies comprising such Target Business Segment certifying that Effective Time (the Final Closing Statement was prepared "Effective Time Balance Sheet") setting forth the tangible net worth of the Company using accrual accounting and in accordance conformance with generally accepted accounting principles (the "Tangible Net Worth"). A copy of the Effective Time Balance Sheet shall be promptly furnished to the Buyer. If the Buyer disagrees with the Agreed Accounting Principles and Tangible Net Worth, the Buyer shall engage Deloitte and Touche LLP (or such other registered an independent public accounting firm, at its expense, to audit the Effective Time Balance Sheet and deliver a certified written report to the Sellers confirming the Tangible Net Worth ("Audited Tangible Net Worth"). If the Sellers fail to notify the Buyer within fifteen (15) days after receiving the report from the accounting firm selected by the Buyer, such report shall be deemed accepted for purposes of international reputation which calculating Tangible Net Worth. If the Sellers should so notify the Buyer of a dispute concerning Audited Tangible Net Worth, the Buyer shall then engage another big-five independent accounting firm that is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonBuyer, on one hand, and (ii) certify in writing the Sellers, on the other hand, to Parent and Purchaser that resolve such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report dispute and such certificate to be produced no later than 120 days following each Closing Datefirm shall notify the Buyer and the Sellers of its resolution of such dispute within two weeks of its engagement by the Buyer. The Accounting Expert cost of services provided by such big-five accounting firm shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made borne equally by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent Buyer and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by ParentSellers. The Final Closing Statement Any such resolution shall be final and binding and on all parties hereto for the purposes of calculating Tangible Net Worth. In the event the Tangible Net Worth is less than $400,000, the Sellers shall be used in determining pay such deficit portion to the Adjustment Amount, absent manifest error. The fees and expenses Buyer within thirty (30) days following the later of its determination of the Accounting Expert shall be borne Tangible Net Worth, the Buyer's audit or the resolution of any dispute by Parent.such big-five accounting firm on a dollar-for-dollar basis. In the event the Tangible Net Worth is greater than

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Not less than ten (10) Business Days prior to the Closing Date, Purchaser Seller Parent shall prepareprepare in good faith and deliver to Buyer Parent a statement setting forth Seller Parent’s good faith estimate of (i) the Working Capital Adjustment Amount (the “Estimated Working Capital Adjustment Amount”), or shall cause (ii) the Closing Cash (the “Estimated Closing Cash”), (iii) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (iv) the Consent Impact Amount, and (v) the Estimated Closing Cash Consideration (such statement, to be prepared, a Final Closing Statement for each Target Business Segment that is prepared in the subject form set forth in Part II of such Closing and a certificate Section 9.02(a) of the chief financial officer directly overseeing Seller Parent Disclosure Letter, the Target Companies comprising “Estimated Closing Statement”), together with such Target Business Segment certifying that schedules and data with respect to the Final determination thereof as is reasonably necessary to support the calculations set forth in the Estimated Closing Statement was prepared Statement, and the allocation of the Estimated Closing Cash Consideration to be paid in accordance with Section 1.04(a)(i) of this Agreement. Seller Parent and, prior to the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Closing, the Acquired Companies shall provide Buyer Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance its Representatives with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, books and records and other relevant information of the Target Companies, Purchaser, Seller Parent and their respective Representativesits Subsidiaries, subject to the Access Limitations, to the extent necessary related to complete the Business and shall cause the personnel of Seller Parent and its audit Subsidiaries to reasonably cooperate with Buyer Parent and its Representatives for the purpose of enabling Buyer Parent and its Representatives, prior to the Final Closing, to review Seller Parent’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof and, following the Closing, to prepare the Closing Statement and the calculation of each component thereof. Buyer Parent will be given a reasonable opportunity to review and comment on the Estimated Closing Statement and Seller Parent shall consider in good faith Buyer Parent’s reasonable comments to the Estimated Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information calculation of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit Estimated Closing Cash Consideration or any of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentcomponents thereof or calculations therein.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Closing Date, Purchaser The Purchase Price shall prepare, or shall cause be subject to adjustment based upon the audited financial statements to be prepared, a Final prepared as of Closing Statement for each Target Business Segment that is Date (the subject of such "Closing Date Financial Statements"). The fees and a certificate costs of the chief financial officer directly overseeing Auditor will be borne by the Target Companies comprising such Target Business Segment certifying that Company. The Net Worth of the Final Company as of the Closing Statement was prepared Date (the "Closing Net Worth") shall be calculated by the Auditors in accordance with GAAP applied on a consistent basis and reflecting changes from operations from December 31, 1996 to the Agreed Accounting Principles Closing Date and engage Deloitte shall be delivered to each of the Parties and Touche LLP to the Escrow Agent within forty-five (or such other registered public accounting firm 45) days of international reputation which is mutually acceptable to Parent and Purchaser) the Closing Date (the “Accounting Expert”) to (i) audit the Final Closing Statement "Net Worth Notification"). The Company and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance Centrum Subsidiary shall cooperate with the terms hereofAuditors to determine the Closing Net Worth. In that connection, Centrum Subsidiary shall permit Kellxx xx assist in preparation of the Closing Date Financial Statements and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable provide access to the booksCompany and the Auditors to all relevant records in Centrum Subsidiary's possession. The Auditors shall provide to the Buyer's independent certified public accountants full access to its workpapers and reports related thereto, any and all records and other relevant information documentation necessary to perform an audit, including any and all records and documentation in the possession of the Target CompaniesAuditors. In the event Buyer and its independent certified public accountants agree with the Auditor's determination of the Closing Net Worth or do not agree with the Auditors' determination of the Closing Net Worth but the amount of the dispute is less than Ten Thousand Dollars ($10,000.00) in the aggregate, Purchaserthe determination of the Auditors shall prevail and the Company and the Buyer shall notify the Escrow Agent of the Auditor's determination within fifteen (15) days of their receipt of the Net Worth Notification. In the event that the Buyer disputes the Closing Net Worth as determined by the Auditors, Parent and their respective Representativessuch dispute involves an aggregate of Ten Thousand Dollars ($10,000.00) or more, the Buyer shall notify the Company and Escrow Agent within fifteen (15) days of its receipt of the Net Worth Notification. If such dispute is not resolved by the Company and Centrum Subsidiary and notified to Escrow Agent within ten (10) days of notification thereof, it shall be submitted to the extent necessary to complete its audit Disputes Auditor. The decision of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement Disputes Auditor shall be final and binding and shall be used in determining notified to the Adjustment Amount, absent manifest errorParties and Escrow Agent within thirty (30) days of submission. The fees and expenses of the Accounting Expert Disputes Auditor shall be borne by Parentthe Company and Centrum Subsidiary equally. Upon final determination of the Closing Net Worth, the Auditor (or the Disputes Auditor, as the case may be) shall make the certification to the Escrow Agent in the form of EXHIBIT A to the Escrow Agreement.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each On the business day immediately preceding the Closing Date, Purchaser Seller shall prepareprepare and deliver to PRGI, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject an estimated cash flow statement of such Closing and a certificate total cash received by Seller in respect of the chief financial officer directly overseeing Business less total cash disbursements for the Target Companies comprising such Target Business Segment certifying that period from and including the Final Effective Date to and including the day immediately preceding the Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) Date (the “Accounting Expert”) "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) audit the Final Closing Statement and issue a report thereonamount, if any, by which disbursements to Seller during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) certify any amounts paid during the period from and including the Effective Date to and including the Closing Date in writing respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate Business to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the booksBusiness to be acquired by PRGI pursuant hereto), records and other relevant information (D) commissions payable as of the Target Companies, Purchaser, Parent and their respective Representatives, Effective Date in respect of accounts receivable collected by Seller prior to the extent necessary Effective Date; (E) all amounts owed to complete its audit Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables of Seller directly relating to the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Business to be used in, and reasonably necessary for acquired by PRGI incurred on or after the preparation of, such Final Closing Statement and in order Effective Date or advances made to respond to inquiries made by Associates or Employees on or after the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing StatementEffective Date), and Purchaser and Parent shall, and shall cause their Representatives (including F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Business to be used acquired by PRGI pursuant hereto incurred in the Final Closing Statement in order ordinary course of business) (collectively the "Interim Period Reimbursable Liabilities," which, together with the Interim Period Cash Flow, is referred to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining herein as the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent"Reimbursable Cash").

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.06 upon the earliest of (aA) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate failure of the chief financial officer directly overseeing Stockholder Representative to notify the Target Companies comprising such Target Purchaser, on behalf of the Stockholders, of a dispute within 30 Business Segment certifying that Days of the Final Purchaser's delivery of the Closing Statement was prepared Balance Sheet to the Stockholder Representative, (B) the resolution of all disputes, pursuant to Section 2.06(b)(ii), by the Stockholders' Accountants and the Purchaser's Accountants and (C) the resolution of all disputes, pursuant to Section 2.06(b)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in accordance with Section 2.06(b)(v), an adjustment to the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to Purchase Price shall be made as follows: (i) audit in the Final event that the Book Value reflected on the Reference Balance Sheet exceeds the Book Value reflected on the Closing Statement Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to such excess over the Designated Amount. Promptly following such determination, but in any event within three (3) Business Days, the Purchaser shall deliver written notice to the Escrow Agent and issue a report thereonthe Stockholder Representative specifying the amount of such downward adjustment of the Purchase Price, and the Escrow Agent shall, within three (ii3) certify in writing to Parent Business Days of its receipt of such notice and Purchaser that such audit was conducted in accordance with the terms hereofof the Escrow Agreement, pay such amount to the Purchaser out of the Adjustment Escrow Fund by wire transfer in immediately available funds. In the event that the Adjustment Escrow Fund is insufficient to cover the amount of such downward adjustment, then the Escrow Agent shall distribute the entire Adjustment Escrow Fund to the Purchaser as provided above and the Stockholders shall pay, on or prior to the date on which the Escrow Agent distributes the Adjustment Escrow Fund to the Purchaser, an amount to the Purchaser, by wire transfer in immediately available funds to an account designated by the Purchaser in a written notice to the Stockholder Representative, equal to the amount of such deficiency. In the event that any Stockholder shall fail to pay the amount of such deficiency within the period specified in the immediately preceding sentence, the Purchaser may deliver written notice to the Escrow Agent and the Stockholder Representative specifying such amount, and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of the Escrow Agreement, pay such amount to the Purchaser out of the Indemnity Escrow Fund by wire transfer in immediately available funds. No failure of the Purchaser to deliver a notice of the type specified in the immediately preceding sentence shall cause relieve the Stockholders of the obligation to pay the amount of such report deficiency to the Purchaser. In the event that the amount of funds in the Adjustment Escrow Fund exceeds the amount of the downward adjustment of the Purchase Price provided for in the first sentence of this Section 2.06(c)(i), then the Escrow Agent shall, after paying the amount due to the Purchaser as provided in such sentence, pay the remaining amount of funds in the Adjustment Escrow Fund to the Stockholder Representative; and (ii) in the event that the Book Value reflected on the Closing Balance Sheet exceeds the Book Value reflected on the Reference Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to such certificate excess over the Designated Amount and the Purchaser shall, within three Business Days of such determination, pay the amount of such excess to the Stockholders by wire transfer in immediately available funds. In such event, the Purchaser shall, within three (3) Business Days, deliver written notice to the Escrow Agent of such an event and the Escrow Agent shall, within three (3) Business Days of its receipt of such notice and in accordance with the terms of the Escrow Agreement, pay all funds in the Adjustment Escrow Fund to the Stockholder Representative. (e) Any payments required to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting ExpertStockholders, and the Purchaser or the Escrow Agent pursuant to Section 2.06(c) shall cause bear interest from the Subject Companies to prepare and deliver customary management representation letters as may be requested by Closing Date through the Accounting Expertdate of payment at 8.0%. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.ARTICLE III

Purchase Price Adjustment. Within thirty (a30) As soon days after the Closing, the Company shall prepare and deliver to the Members' Representative a statement of Working Capital as reasonably practicableof the Closing Date ("Closing Date Working Capital Statement") which shall be prepared on a basis consistent with the method used in calculating Schedule 1.89. In the event the Members' Representative does not object by written notice to the Purchaser to such Closing Date Balance Sheet within thirty (30) days from receipt thereof by the Members' Representative, following each the Closing DateDate Working Capital Statement shall be deemed accepted. If the Members' Representative makes a timely objection to the Closing Date Working Capital Statement, Purchaser and the Members' Representative shall preparehave ten (10) calendar days from receipt of such objection by Purchaser in which to reach agreement as to the Closing Date Working Capital Statement. If no agreement is reached in said ten (10) calendar day period, or at the end of such period, Purchaser and the Members' Representative shall cause appoint Ernst & Young to arbitrate the dispute and calculate the Closing Date Working Capital Statement. The determination shall be binding on the parties. Purchaser shall pay one-half of the fees and expenses of such accounting firm and one-half of such fees shall be a reduction of the Working Capital of the Company at Closing to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of calculated based on such Closing Date Working Capital Statement. The Purchase Price shall be reduced to the extent the Working Capital as determined based on the Closing Date Working Capital Statement is less than Preliminary Working Capital and a certificate of the chief financial officer directly overseeing Purchase Price shall be increased to the Target Companies comprising extent the Working Capital as determined based on the Closing Date Working Capital Statement is greater than Preliminary Working Capital. Any required reduction to the Purchase Price made under this SECTION 2.3 shall be paid by the Escrow Agent to Purchaser pursuant to the Escrow Agreement (such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate amount to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to paid first from the books, records Working Capital Account and other relevant information of the Target Companies, Purchaser, Parent and their respective Representativesthereafter, to the extent necessary to complete its audit of necessary, from the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives Primary Account (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, as such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be terms are used in the Final Closing Statement in order Escrow Agreement). Any required addition to respond to inquiries made by Parent. The Final Closing Statement the Purchase Price shall be final and binding and paid by Purchaser to the Members or the Members' Representative by wire transfer to the same wire transfer instructions delivered to the Purchaser for Closing. Upon receipt of the Closing Date Working Capital Statement, the parties will instruct the Escrow Agent to release to the Members' Representative the balance of the funds, if any, remaining with respect to the Working Capital Escrow Amount held by the Escrow Agent. All such payments required under this SECTION 2.3 shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses made within 5 business days after final determination of the Accounting Expert shall be borne by ParentClosing Date Working Capital Statement.

Purchase Price Adjustment. Estimated Closing Balance Sheet and Estimated Closing Statement. The Company will provide to Buyer no later than three (a3) As soon as reasonably practicable, following each Business Days prior to the Closing Date, Purchaser shall preparean estimated balance sheet of the Company as of 12:01 a.m. Eastern Time on the Closing Date (as the same may be adjusted in response to any comments of Buyer and its Representatives provided prior to the Closing and agreed by the Company, or shall cause the “Estimated Closing Balance Sheet”), together with (i) a written statement setting forth in reasonable detail its good faith estimates of the Closing Debt Amount, the Closing Cash Amount, the Capital Leases, the Net Working Capital as derived from the Estimated Closing Balance Sheet, and the Company Expenses (as the same may be adjusted in response to be preparedany comments of Buyer and its Representatives provided prior to the Closing and agreed by the Company, the “Estimated Closing Statement”) and (ii) a Final certification by the Company’s Chief Executive Officer that the Estimated Closing Balance Sheet and the Company’s estimates of the Closing Debt Amount, the Closing Cash Amount, the Capital Leases, the Company Expenses and Net Working Capital contained in the Estimated Closing Statement for each Target Business Segment that is have been prepared in good faith in accordance with the subject of such Closing Accounting Principles. The Company will provide Buyer and a certificate its Representatives commercially reasonable access to the work papers and other books and records of the chief financial officer directly overseeing Company for purposes of assisting Buyer and its Representatives in their review of the Target Companies comprising such Target Business Segment certifying that Estimated Closing Balance Sheet and the Final Estimated Closing Statement. Prior to Closing, the Parties shall cooperate in good faith to answer any questions and consider any issues raised by Xxxxx and its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. The Estimated Closing Balance Sheet and the determination of the Closing Debt Amount, Closing Cash Amount, the Capital Leases, the Company Expenses and Net Working Capital reflected on the Estimated Closing Statement was will be prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and PurchaserPrinciples. Estimated Closing Payment. The Closing Payment payable at Closing under Section 1.4(a) (the “Accounting ExpertEstimated Closing Payment”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to calculated using the booksestimated Closing Debt Amount, records estimated Closing Cash Amount, estimated Capital Leases, estimated Company Expenses and other relevant information of estimated Net Working Capital (as applicable), each as set forth on the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Estimated Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Not later than thirty (30) days after the Closing Date, Purchaser shall prepareSeller will prepare and deliver to Buyer a statement (the "Closing Date Net Asset Value Statement"), or shall cause to be preparedcertified by an appropriate senior executive officer of Seller, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate setting forth Seller's calculation of the chief financial officer directly overseeing Closing Date Net Asset Value of the Target Companies comprising such Target Business Segment certifying as of the Closing Date. Upon delivery of the Closing Date Net Asset Value Statement, Seller shall provide Buyer and its representatives with reasonable access during business hours to the books and records of the Business in order to allow Buyer and its representatives to verify the accuracy of the calculation of the Closing Date Net Asset Value Statement. (b) (i) In the event that Buyer does not object to the Final Closing Date Net Asset Value Statement delivered by Seller by written notice of objection (the "Notice of Objection") delivered to Seller within ten (10) business days after the date on which the Closing Date Net Asset Value Statement was prepared delivered to Buyer, such Notice of Objection to describe in reasonable detail Buyer's proposed adjustments to the Closing Date Net Asset Value Statement, the Closing Date Net Asset Value Statement shall be deemed final and binding. (ii) If Buyer delivers a timely Notice of Objection to Seller, then all undisputed amounts shall be released to the appropriate party and any remaining matters in dispute shall be resolved as follows: (A) Seller and Buyer shall promptly endeavor to agree upon the Closing Date Net Asset Value Statement. In the event that a written agreement as to the Closing Date Net Asset Value Statement has not been reached within ten (10) business days after the date of delivery by Buyer of the Notice of Objection, Seller's Closing Date Net Asset Value Statement, together with a description of any unresolved dispute, shall be submitted to the Dallas, Texas office of the American Arbitration Association (the "Arbitrator"). (B) Within thirty days of the submission of any dispute concerning the Closing Date Net Asset Value Statement to the Arbitrator, the Arbitrator shall render a decision in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm this Section 5.2 along with a statement of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Datereasons therefor. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information decision of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement Arbitrator shall be final and binding upon each party hereto and deemed to be an arbitral award which may be entered in any court having competent jurisdiction. In the event Seller and Buyer submit any unresolved disputes to the Arbitrator for resolution pursuant to this Section 5.2(b)(ii), the losing party shall be used in determining pay the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert Arbitrator and of counsel for the prevailing party. (c) If the Closing Date Net Asset Value of the Business as of the Closing Date as reflected on the final Closing Date Net Asset Value Statement is less than the Estimated Net Asset Value, then Seller shall be borne obligated to pay to Buyer the amount of any such deficiency within five (5) business days after the determination of the final Closing Date Net Asset Value Statement by Parent(i) wire transfer of immediately available funds to an account designated in writing by Buyer, if Buyer and Seller agree that such amount is to be paid in Cash, (ii) a decrease in the equity interest in the Buyer by an appropriate adjustment to the Equity Purchase Price, if Buyer and Seller agree that such amount is to be paid in equity, or (iii) cancellation of the Seller Note in exchange for a substitute promissory note duly executed by Buyer with the only change to such Seller Note being the appropriate decrease to the principal amount of the Seller Note and the corresponding principal payments, if Buyer and Seller agree that such amount is to be paid by adjusting the Seller Note. If the Closing Date Net Asset Value of the Business as of the Closing Date as reflected on the final Closing Date Net Asset Value Statement exceeds the Estimated Net Asset Value, then Buyer shall be obligated to pay to Seller the amount of any such excess within five (5) business days after the determination of the final Closing Date Net Asset Value Statement at Buyer's election by (i) wire transfer of immediately available funds to an account designated in writing by Seller, if such amount is to be paid in Cash, (ii) an increase in the equity interest in the Buyer by an appropriate adjustment to the Equity Purchase Price, if such amount is to be paid in equity, or (iii) cancellation of the Seller Note in exchange for a substitute promissory note duly executed by Buyer with the only change to such Seller Note being the appropriate increase to the principal amount of the Seller Note and the corresponding adjustment to the principal payments, if such amount is to be paid by adjusting the Seller Note. Buyer and Seller shall make appropriate amendments to the Partnership Agreement, Seller Note or other appropriate documents in such components of the Purchase Price are adjusted and shall adjust the allocation of the Purchase Price as provided in Section 5.3 below.

Purchase Price Adjustment. In the event the sum (athe "Working Capital Requirement") As soon as reasonably practicableof August 31, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate 2001 of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to Business' (i) audit cash and cash equivalents, (ii) accounts receivable, (iii) prepaid expenses, (iv) security deposits and (v) prepaid credit card changes is less than the Final Closing Statement and issue a report thereon(i) deferred revenue liability, (ii)accrued bonuses related to the Business, and (iiiii) certify in writing accounts payable of the Business as of the August 31, 2001, then the Estimated Payment Amount shall be adjusted downward (a "Purchase Price Reduction") by the amount of the difference between the Working Capital Requirement and the deferred revenue liability. In the event that the Working Capital Requirement is greater than the deferred revenue liability of the Business as of August 31, 2001, then the Estimated Payment Amount shall be adjusted upward (a "Purchase Price Increase") by the amount of the difference between the Working Capital Requirement and the deferred revenue liability. The Purchase Price Reduction or Purchase Price Increase, as applicable, is sometimes referred to Parent and Purchaser that such audit was conducted in accordance with as the terms hereof"Purchase Price Adjustment". The parties will calculate a preliminary Purchase Price Reduction or Purchase Price Increase, as applicable, on or before, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Datepayable at, the Closing. The Accounting Expert final Purchase Price Reduction or Purchase Price Increase, as applicable, will be calculated based upon the Working Capital Requirement and deferred revenue liability of the Business, in each case, as of August 31, 2001, and reconciled by agreement of the parties within 45 days after the Closing. The Base Purchase Price shall be provided reasonable access adjusted by the amount of the final Purchase Price Reduction or the final Purchase Price Increase, as applicable. Notwithstanding anything to the bookscontrary in this Agreement, records the profit and other relevant information loss of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent Business shall be provided reasonable access transferred to the booksBuyer effective September 1, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.2001

Purchase Price Adjustment. a. The Purchase Price shall be increased or decreased (athe "Purchase Price Adjustment") on a dollar-for-dollar basis for the cumulative net adjustment required by the following: the Purchase Price shall be adjusted by a dollar amount (positive or negative) of the Net Working Capital of Seller on the Closing Date. As soon used herein, the term "Net Working Capital" shall mean (i) Current Assets minus (ii) Current Liabilities, as reasonably practicablesuch amounts are reflected on the Closing Date Balance Sheet (as hereinafter defined), following each and (iii) if at Closing the number of actual ending Qualified Subscribers for the System ("Actual Qualified Subscriber Number") is less than 33,400 (the "Minimum Qualified Subscriber Number"), then there shall be deducted from the Purchase Price an amount equal to Three Hundred and Fifty Dollars ($350.00) times the difference between the Minimum Qualified Subscriber Number for the System as of the month prior to Closing and the Actual Qualified Subscriber Number. b. The initial adjustments to the Purchase Price based on Net Working Capital will be made at the Closing using a good faith estimate by Seller of the Net Working Capital of Seller (the "Initial Adjustment Amount") based upon an unaudited balance sheet to be prepared by Seller as of the end of the month immediately preceding the Closing Date, Purchaser shall prepare, or shall cause such estimate to be prepared, a Final delivered by Seller to Buyer at least seven (7) Business Days prior to Closing Statement for each Target Business Segment that is the subject of along with such Closing and a certificate balance sheet. If after receipt of the chief financial officer directly overseeing Seller's estimate of the Target Companies comprising such Target Initial Adjustment Amount Buyer notifies Seller not later than three (3) Business Segment certifying Days prior to Closing that Buyer disagrees with that estimate, then that portion of the Initial Adjustment Amount which Buyer disputes in good faith (provided that the Final Closing Statement was prepared amount in dispute must be at least three hundred thousand dollars ($300,000)) shall be deposited with the Escrow Agent and shall be resolved in accordance with the Agreed Accounting Principles procedures set forth in Section 2.7(c). c. As promptly as practicable after the Closing Date (but in no event later than sixty (60) days thereafter) Seller shall prepare and engage Deloitte deliver to Buyer for its review and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to comment (i) audit a balance sheet dated as of the Final close of business on the Closing Statement and issue a report thereon, Date (the "Closing Date Balance Sheet") and (ii) certify in writing to Parent and Purchaser that such audit was conducted an accompanying closing statement (the "Closing Statement") reasonably detailing as of the close of business on the Closing Date Seller's determination of each element of the Purchase Price Adjustment. The Closing Date Balance Sheet shall fairly present the financial position of the Seller as at the close of business on the Closing Date in accordance with GAAP (except for the terms hereofomission of certain footnotes and other presentation items required by GAAP with respect to such financial statements). If Buyer objects to any amount reflected on the Closing Date Balance Sheet or the Closing Statement, Buyer must, within thirty (30) days after Buyer's receipt of the Closing Date Balance Sheet and Closing Statement, give written notice (the "Objection Notice") to Seller specifying in reasonable detail its objections, or Seller's determination of the Purchase Price Adjustment shall be final, binding and conclusive on the parties. With respect to any disputed amounts, the parties shall meet in person to negotiate in good faith during the thirty (30) day period (the "Resolution Period") after the date of Seller's receipt of the Objection Notice to resolve any such disputes. If the parties are unable to resolve all such disputes within the Resolution Period, then within five (5) Business Days after the expiration of the Resolution Period, all disputes shall be submitted to Deloitte & Touche, LLP or, if such firm is unavailable or unwilling to resolve such disputes, to another nationally recognized accounting firm mutually acceptable to Buyer and Seller (the "Independent Accountant") who shall be engaged to provide a final and conclusive resolution of all unresolved disputes within forty-five (45) days after such engagement. Buyer and Seller each represent and warrant that, as to itself, it is not currently retaining nor during the prior three (3) years has it or any predecessor entity controlled by its management group retained Deloitte & Touche, LLP to provide accounting or other services and agrees on behalf of itself and its Affiliates not to retain such firm until a final determination of the Purchase Price Adjustment has been made. The determination of the Independent Accountant shall be final, binding and conclusive on the parties hereto, and Purchaser the fees and expenses of the Independent Accountant shall cause such report be borne by the party, who, in the Independent Accountant's determination submitted a disputed amount that differs more significantly from the amount finally determined by the Independent Accountant. From and such certificate to be produced no later than 120 days following each after the Closing Date. The Accounting Expert shall be provided reasonable , Buyer will provide Seller with access to the books, records and other relevant information personnel of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make Buyer that Seller reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentrequests.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each On the business day immediately preceding the Closing Date, Purchaser Seller shall prepareprepare and deliver to PRGI, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject an estimated cash flow statement of such Closing and a certificate total cash received by Seller in respect of the chief financial officer directly overseeing Business less total cash disbursements for the Target Companies comprising such Target Business Segment certifying that period from and including the Final Effective Date to and including the day immediately preceding the Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) Date (the “Accounting Expert”) "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) audit the Final Closing Statement and issue a report thereonamount, if any, by which disbursements to Owner during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) certify any amounts paid during the period from and including the Effective Date to and including the Closing Date in writing respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate Business to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the booksBusiness to be acquired by PRGI pursuant hereto), records and other relevant information (D) commissions payable as of the Target Companies, Purchaser, Parent and their respective Representatives, Effective Date in respect of accounts receivable collected by Seller prior to the extent necessary Effective Date; (E) all amounts owed to complete its audit Owner under the Principal Agreement or otherwise (except for advances by Owner used to pay normal trade payables of Seller directly relating to the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Business to be used in, and reasonably necessary for acquired by PRGI incurred on or after the preparation of, such Final Closing Statement and in order Effective Date or advances made to respond to inquiries made by Associates or Employees on or after the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing StatementEffective Date), and Purchaser and Parent shall, and shall cause their Representatives (including F) all amounts owed to Persons other than Owner (except for normal trade payables directly relating to the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Business to be used acquired by PRGI pursuant hereto incurred in the Final Closing Statement in order ordinary course of business) (collectively, the "Interim Period Reimbursable Liabilities", which, together with the Interim Period Cash Flow, is referred to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining herein as the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent"Reimbursable Cash").

Purchase Price Adjustment. The Purchase Price will be adjusted (athe "Purchase Price Adjustment"), if at all, for the amount by which the Net Current Liabilities (as defined below) As soon as reasonably practicableof the Business are not equal to $2.125 million (the "Guaranteed Net Current Liabilities"). For example, if (x) the Net Current Liabilities are $2.5 million, then the Net Current Liabilities are deemed greater than the Guaranteed Net Current Liabilities, and (y) conversely, if the Net Current Liabilities are $1.5 million, then the Net Current Liabilities are less than the Guaranteed Net Current Liabilities. An estimated amount of the Purchase Price Adjustment (the "Estimated Purchase Price Adjustment") will be determined by the mutual agreement of the parties on the Closing Date and shall be a Closing document to this transaction. If the Estimated Purchase Price Adjustment shows a calculation that the estimated Net Current Liabilities of the Business (the "Estimated Net Current Liabilities") on the Closing Date to be greater than the Guaranteed Net Current Liabilities, then the Closing Cash Payment and the Purchase Price will be reduced by the amount of the difference. The Estimated Purchase Price Adjustment will be reconciled to the Purchase Price Adjustment after the Closing Date in accordance with the further provisions of this Section 2.2(b). "Net Current Liabilities" shall mean the difference between the current Assets of the Business and the current Assumed Liabilities of the Business computed in accordance with GAAP consistently applied by the Company in the Financial Statements. (i) Promptly following each the Closing Date, Purchaser shall preparebut in any event not later than the one-hundred five (105) days after the Closing Date, or the Company shall cause to be preparedprepared and delivered to the Purchaser a certification (the "Closing Certificate") prepared by Ernst & Young, a Final LLP or such other independent certified public accountant selected by the Company (the "Auditor"). The Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate Certificate shall include: (A) A closing balance sheet of the chief financial officer directly overseeing Business on the Target Companies comprising such Target Business Segment certifying that Closing Date (the Final "Closing Statement was Balance Sheet") prepared in accordance with Section 2.2(b)(iii); (B) A calculation and comparison of the Agreed Accounting Principles (x) the Estimated Purchase Price Adjustment, and engage Deloitte (y) the Purchase Price Adjustment. In the event that: (x) the Estimated Purchase Price Adjustment is a greater number than the Purchase Price Adjustment, the Purchaser shall pay the difference to the Company; and Touche LLP (y) the Estimated Purchase Price Adjustment is of a smaller magnitude than the Purchase Price Adjustment, the difference shall be paid by the Company to the Purchaser; provided, however, that the Purchaser shall first make a claim against the Escrow Fund for the amount due to the Purchaser to the extent of fifty percent (50%) of the original amount of the Escrow Fund and, if that amount is not sufficient to satisfy the Purchaser's claim, the Purchaser shall have the right to have the remainder paid directly by the Company and the Company Parent or through a claim by the Purchaser against the remainder of the Escrow Fund. In illustration of the foregoing, in the event the Estimated Purchase Price Adjustment reduced the Purchase Price paid at the Closing in the amount of $100,000, and the Purchase Price Adjustment shows Net Current Liabilities of less than the Guaranteed Net Current Liabilities in the amount of $200,000, then the Company would be paid an additional $300,000 ($100,000 deducted plus $200,000 for the savings of Net Current Liabilities). The amount referenced in Section 2.2(b)(i)(B)(x) above, if any, shall be summarized and computed as an amount due to the Company, with interest thereon. The amount referenced in Section 2.2(b)(i)(B)(y) above, if any, shall be summarized and computed as an amount due to the Purchaser, with interest thereon. Interest shall be computed in accordance with Section 2.2(b)(vi) below. (C) Copies of all supplementary documents, work papers, and other data relating to the Closing Certificate; and (D) Such other supplementary evidence as the Purchaser may require either prior to or after delivery of the Closing Certificate. (ii) In connection with the preparation of the Closing Balance Sheet and all other matters arising under the Closing Certificate, each of the Purchaser and the Company shall afford the other and their respective representatives complete access to the books, records, personnel and facilities of or pertaining to the Business to permit the Auditor to review such information as is necessary or desirable to prepare the Closing Balance Sheet and all other registered public statements and documentation arising under the Closing Certificate. (iii) The Closing Balance Sheet shall consist of a special procedures report of the Auditor, based on the balance sheet of the Business as of the close of business on the Closing Date (the "Closing Balance Sheet Date") in accordance with the accounting principles and methods consistently applied by the Company in connection with the Business (including any change in accounting methods or principles disclosed in any Schedule or Supplement) as set forth in the Financial Statements, whether or not such accounting principles are in conformity with GAAP, and without giving effect to the consummation of the transactions contemplated hereby; provided, however, that the Closing Balance Sheet shall be subject to and prepared in strict conformity with year-end accrual and estimation practices of the Company used for the Financial Statements, such that all pro-rata adjustments, accruals, reserves, allowances and similar year-end adjustments are prepared for and included in the Closing Balance Sheet, treating the Closing Balance Sheet as the Company's year-end statement for the Business. The expense of the preparation of the Closing Balance Sheet by the Auditor shall be borne by the Company. The parties hereby acknowledge and agree, and the Auditor is directed to act in accordance with the parties' agreement, that regardless of whether it is otherwise required by GAAP, or whether it is inconsistent with the past accounting practices of the Company, the Closing Balance Sheet shall not contain payments or accruals for (i) the fees, costs and/or expenses associated with any Transactional Expenses arising from, incident to or in connection with the transactions contemplated by this Agreement, (ii) any Excluded Assets, and/or (iii) any Excluded Liabilities. (iv) If the Purchaser concludes that any matter reported in the Closing Certificate is not accurate, the Purchaser shall, within forty (40) days after its receipt of the Closing Certificate (the "Response Period"), deliver to the Company a written statement setting forth a specific description of each of its objections and each of any discrepancies believed to exist. The Company shall deliver any further supplemental documentation upon written request by the Purchaser within five (5) business days of receipt of the Purchaser's written request. If no notice of any objections or discrepancies is given within the Response Period, then the calculations set forth in the Closing Certificate shall be controlling for all purposes of this Agreement, and the Purchaser shall remit the amount to be paid in accordance with the Closing Certificate and pursuant to Section 2.2(vi) below. (v) The Purchaser and the Company shall use good faith efforts to jointly resolve the properly noticed objections and discrepancies within fifteen (15) days of the receipt of the written statement of objections and discrepancies, which resolution, if achieved, shall be fully and completely binding upon all parties to this Agreement and not subject to further review, appeal or dispute. If the Purchaser and the Company are unable to resolve the objections and discrepancies to their mutual satisfaction within such fifteen (15) day period, then the matter shall be submitted to a mutually acceptable accounting firm of international national reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) "Independent Accountants"). In submitting a dispute to the Independent Accountants, each of the parties shall concurrently furnish, at its own expense to the Independent Accountants and the other party such documents and information as the Independent Accountants may request. Each party may also furnish to the Independent Accountants such other information and documents as it deems relevant, with the appropriate copies and notification being concurrently given to the other party. Neither party shall have or conduct any communication, either written or oral, with the Independent Accountants without the other party either being present or receiving a concurrent copy of any written communication. The Independent Accountants may conduct a conference concerning the objections and discrepancies between the Company and the Purchaser, at which conference each party shall have the right to (i) audit present its documents, materials and other evidence (previously provided to the Final Closing Statement Independent Accountants and issue a report thereonthe other party), and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereofhave present its or their advisors, and Purchaser accountants and/or counsel. The Independent Accountants shall cause such report and such certificate to be produced promptly (but no later than 120 thirty (30) days following each Closing Date. The Accounting Expert shall be provided reasonable access to from the books, records and other relevant information date of engagement of the Target CompaniesIndependent Accountants) render a decision on the issues presented, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement which decision shall be final and binding on the parties. (vi) Within five (5) days of the earlier to occur of (i) any failure to object to the Closing Certificate within the Response Period, or (ii) receipt of the Independent Accountants' decision with respect to such dispute, if the Purchaser is determined to owe an amount to the Company, the Purchaser shall pay such amount to the Company, and if the Company is determined to owe an amount to the Purchaser, such amount shall be used paid to the Purchaser. All amounts owed by the Purchaser or the Company to the other in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert accordance with this Section 2.2(b) shall be borne paid by Parent.certified or bank cashier's check or by wire transfer of immediately available funds with interest computed thereon from the Closing Date at the prime rate charged on the date the payment becomes due by U.S. Bank National Association, Minneapolis, Minnesota. 2.3

Purchase Price Adjustment. (a) As soon as reasonably practicablePromptly after the Closing Date, but in any event not later than sixty (60) days following each the Closing Date, Purchaser shall prepare, or shall cause prepare and deliver to Seller (i) a statement setting forth a computation as of the close of business on the Closing Date of the aggregate amount of the liabilities that would be required to be prepared, set forth as current liabilities on a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate combined balance sheet of the chief financial officer directly overseeing Companies with respect to the Target Excluded Liabilities (the “Excluded Liabilities Statement”) and (ii) a combined balance sheet of the Companies comprising such Target Business Segment certifying as of the close of business on the Closing Date (the “Closing Balance Sheet”), and statements derived from the Closing Balance Sheet setting forth a computation as of the close of business on the Closing Date of (A) the combined Working Capital of the Companies (the “Working Capital Statement”), (B) the aggregate Indebtedness of the Companies (the “Indebtedness Statement”) and (C) the aggregate Cash of the Companies (the “Cash Statement” and, together with the Working Capital Statement and the Indebtedness Statement, the “Closing Statements”). The Excluded Liabilities Statement (with respect to the determination of the portion of the aggregate amount of Excluded Liabilities that are current liabilities), the Final Closing Statement was Balance Sheet and the Closing Statements shall be prepared in accordance with the Agreed Accounting Principles GAAP Practices and engage Deloitte and Touche LLP the Excluded Liabilities Statement (or such other registered public accounting firm than with respect to the determination of international reputation which is mutually acceptable to Parent and Purchaserthe portion of the aggregate amount of Excluded Liabilities that are current liabilities) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted shall be prepared in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentstandard actuarial methods.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Within ninety (90) days after the Closing Date, Purchaser shall prepare, or shall cause deliver to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate Parent its calculation of the chief financial officer directly overseeing Purchase Price, together with Purchaser’s good faith proposed calculations of (i) the Target Companies comprising such Target Business Segment certifying that Working Capital Adjustment, (ii) Closing Indebtedness, (iii) Closing Date Cash and (iv) Closing Date Transaction Expenses, in each case, including the Final Closing Statement was prepared components thereof and in accordance with IFRS and consistent with past practices and the Agreed Accounting Principles definitions thereof (which calculations shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”); it being acknowledged and engage Deloitte and Touche LLP agreed that in order to avoid duplication, no individual item or amount shall be taken into account in more than one of the components of the Proposed Closing Date Calculations (or such other registered public accounting firm more than once in any individual component of international reputation which is mutually acceptable the Proposed Closing Date Calculation above) in calculating the Proposed Closing Date Calculations. During the thirty (30) day period immediately following delivery to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target CompaniesProposed Closing Date Calculations, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) Transferred Entities to, make reasonably available their respective provide Parent and Parent’s accountants, advisors and other representatives with reasonable access during normal business hours to the books and records (to the extent in the possession or control of Purchaser or one of its Subsidiaries) to the extent relevant to the preparation of the Proposed Closing Date Calculations and to the personnel directly employed by Purchaser responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final of the Proposed Closing Statement and Date Calculations in order to respond to the inquiries made by the Accounting Expertof Parent related thereto, (x) Parent and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the booksits accountants, records advisors and other relevant information representatives shall execute any customary releases or waivers in favor of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent ’s and the Accounting Expert Transferred Entities’ professional advisors in connection with such review and (y) such review shall not interfere in any material respect with the preparation and audit normal business operations of Purchaser or the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentTransferred Entities.

Purchase Price Adjustment. (a) As soon as reasonably practicableAt least five (5) Business Days prior to the Closing, following each Trimble shall prepare and deliver to AGCO a statement (the “Estimated Company Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is Statement”) in substantially the subject of such Closing form and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) Company Closing Cash (the “Accounting ExpertEstimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) to and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) audit an estimated balance sheet of the Final Closing Statement Company as of the end of the prior month after giving effect to the Carve-Out Restructuring (but without giving effect to the JCA Contribution and issue a report thereonexcluding the Brazil Business), and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information a calculation of the Target CompaniesEstimated Company Closing Cash, Purchaserthe Estimated Company Closing Indebtedness, Parent the Estimated Company Closing Working Capital and their respective Representativesthe Estimated Company Closing Transaction Expenses, to the extent necessary to complete its audit in each case, as of the Final prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and Purchaser and Parent shall, and the Parties shall cause their Representatives (including consider in good faith the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about other Party’s comments to the information Estimated Company Closing Statement. If any adjustments are made to be used in, and reasonably necessary for the preparation ofEstimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final adjusted Estimated Company Closing Statement shall be final and binding and shall be used in determining thereafter become the Adjustment Amount, absent manifest error. The fees and expenses Estimated Company Closing Statement for all purposes of the Accounting Expert shall be borne by Parentthis Section 2.7.

Purchase Price Adjustment. (a) As soon as reasonably practicableIn the event that the Closing Working Capital is less than 95% of the Reference Working Capital, following each the Purchase Price shall be adjusted downward. In the event that the Closing DateWorking Capital is more than 105% of the Reference Working Capital, Purchaser the Purchase Price shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject adjusted upward. The amount of such Closing increases or reductions, as the case may be, shall be referred to herein as the “Adjustment Amount” and shall be determined and paid as set forth below. Within sixty (60) calendar days after the Closing, the Buyer shall prepare and deliver to the Seller a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) statement (the “Accounting ExpertAdjustment Amount Statement”) to (i) audit setting forth the Final Buyer’s calculation of Closing Statement Working Capital and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest errorwhich statement shall (A) be prepared in a manner consistent with the Reference Working Capital Statement and (B) include a reconciliation showing the differences between Reference Working Capital and Closing Working Capital. The fees Seller shall have twenty (20) calendar days to review the calculations. To the extent there is a dispute regarding the calculations, the parties shall work together in good faith to resolve any discrepencies. If they are not able to resolve such discrepencies, they agree to retain a third-party mediator acceptable to both parties. In the case of a Purchase Price reduction, the Adjustment Amount shall be the amount by which the Reference Working Capital exceeds the Closing Working Capital and expenses the Seller shall pay such Adjustment Amount to the Buyer within thirty (30) calendar days of receipt of the Accounting Expert Adjustment Amount Statement, unless there is a dispute, in which case payment shall be borne made promptly following resolution of the dispute. In the case of a Purchase Price increase, the Adjustment Amount shall be the amount by Parentwhich the Closing Working Capital exceeds the Reference Working Capital and the Buyer shall pay such Adjustment Amount to the Seller within thirty (30) calendar days of receipt of the Adjustment Amount Statement, unless there is a dispute, in which case payment shall be made promptly following resolution of the dispute.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Preparation of the Estimated Closing Balance Sheet. At least three (3) Business Days before the Closing Date, Purchaser the Seller shall prepareprepare and deliver to the Buyer, or shall cause to be preparedthe following, together with reasonable supporting documents and information, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate balance sheet of the chief financial officer directly overseeing Company as of the close of business on the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Balance Sheet”) setting forth (i) its good faith estimate of (A) the Net Working Capital (the “Estimated Net Working Capital”), (B) Company Cash (the “Estimated Company Cash”), and (C) the Company Debt (the “Estimated Company Debt”) and (ii) on the basis of the foregoing, a calculation of the Estimated Closing Adjustment Amount. For purposes of this Agreement, “Estimated Closing Adjustment Amount” shall mean an amount, which may be positive or negative, equal to (1) the Estimated Net Working Capital minus the Target Companies comprising such Target Business Segment certifying that Working Capital plus (2) the Final Estimated Company Cash minus (3) the Estimated Company Debt. If the Estimated Closing Statement was Adjustment Amount is a positive number, the Purchase Price payable at the Closing shall be increased by the amount of the Estimated Closing Adjustment Amount. If the Estimated Closing Adjustment Amount is a negative number, the Purchase Price payable at the Closing shall be reduced by the amount of the Estimated Closing Adjustment Amount. The Estimated Closing Balance Sheet shall be prepared in accordance with the Agreed Accounting Principles on a basis consistent with the past practices of the Company. An example of the Estimated Closing Balance Sheet as of the date hereof is set forth on Schedule 1.3(a). The Parties acknowledge and engage Deloitte agree that solely for purposes of calculating the Estimated Net Working Capital, Closing Net Working Capital and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses the accrued liability in respect of all Government Audit Matter Losses shall be $322,000.00, irrespective of any Party’s assessment of the Accounting Expert shall be borne by Parentappropriate reserve in respect of such losses.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause The Seller Representative has delivered to be prepared, the Buyer a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) statement (the “Accounting ExpertEstimated Closing Statement”) to setting forth its reasonable good faith estimates of (i) audit the Final aggregate amount of cash and cash equivalents held by the Acquired Companies on a consolidated basis as of the Measurement Time (determined without giving effect to the consummation of the transactions contemplated hereby), (ii) the Indebtedness of the Acquired Companies outstanding as of immediately prior to the Closing (such estimate, the “Estimated Indebtedness”), and (iii) the unpaid portion of the Selling Expenses as of immediately prior to the Closing (such estimate, the “Estimated Selling Expenses”), which statement contains (x) an estimated balance sheet of the Acquired Companies on a consolidated basis as of the Closing Date (without giving effect to the transactions contemplated herein), and (y) reasonable supporting calculations with respect to each of the amounts and components set forth in the Estimated Closing Statement. The Buyer shall be entitled to review the Estimated Closing Statement and issue a report thereon, and (ii) certify the Seller Representative shall consider in writing to Parent and Purchaser that such audit was conducted in accordance with good faith the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided Buyer’s reasonable access comments to the books, records Estimated Closing Statement and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary the Seller Representative agrees with any such revisions, the Seller Representative shall deliver to complete its audit 4893-2596-7688v2 EMAIL\25717007 the Buyer a revised Estimated Closing Statement. If the Buyer and the Seller Representative are unable to reach agreement on any proposed changes, the parties shall proceed to Closing and the Buyer shall accept the Estimated Closing Statement (and the components thereof) as proposed by the Seller Representative solely for purposes of the Final payments to be made at Closing, which acceptance shall not limit or otherwise affect the Buyer’s remedies under this Agreement or otherwise or constitute an acknowledgment by the Buyer of the accuracy of the Estimated Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. (a) As soon The Purchase Price will be subject to adjustment (hereinafter referred to as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared "PURCHASE PRICE ADJUSTMENT") in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm foregoing provisions of international reputation which is mutually acceptable to Parent and Purchaser) (this Section 1.3. The Purchase Price shall be increased by the “Accounting Expert”) to (i) audit amount that the Final Adjusted Assets as of the Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with Date exceeds the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Total Liabilities as of the Closing Date. The Accounting Expert Purchase Price shall be provided reduced by the amount that the Total Liabilities exceeds the Adjusted Assets as of the Closing Date. For purposes of this Section 1.3, Adjusted Assets shall be determined in accordance with generally accepted accounting principles ("GAAP") and shall include cash, cash equivalents, treasury bills, inventories, prepaid expenses, prepaid supplies, current and non-current accounts receivable (without regard to allowances for doubtful accounts) and current and non-current notes receivable (without regard to allowances for doubtful accounts). For purposes of this Section 1.3, Total Liabilities shall include all current liabilities and long term liabilities determined in accordance with GAAP. The balance sheet for the Company as of the close of business on the Closing Date ("CLOSING BALANCE SHEET") shall be prepared by Seller's auditors, at Seller's expense, as soon as practicable. The parties shall use all commercially reasonable efforts to have the Closing Balance Sheet finalized within sixty (60) days of the Closing Date. The Closing Balance Sheet and the resulting Purchase Price Adjustment shall be subject to the review and approval of Buyer and its auditors, at Buyer's expense, and notwithstanding any provision herein to the contrary, Seller shall permit Buyer and its auditors to have access to the books, books and records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for such parties to conduct their review and approval. In the preparation ofevent of any dispute regarding the Closing Balance Sheet, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent disputed items shall be provided reasonable access to the booksfinally determined by a mutually acceptable independent, records and other relevant information of the Target Companiesbig four accounting firm, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement which final determination shall be final binding on Buyer and binding Seller. Buyer and Seller shall be used in determining share equally the Adjustment Amount, absent manifest error. The fees costs and expenses of the Accounting Expert shall be borne by Parentsuch independent accounting firm.

Purchase Price Adjustment. Within ninety (a90) As soon as reasonably practicable, following each days after the Closing Date, Purchaser shall prepare, or shall cause furnish to be prepared, Seller a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate combined balance sheet of the chief financial officer directly overseeing Companies, the Target Companies comprising such Target Business Segment certifying that Company Subsidiaries, Newco, Holdco and Interco (the Final "Closing Statement was Balance Sheet") as of the close of business on the Closing Date. The Closing Balance Sheet shall (i) be prepared in accordance with GAAP, applied on a basis consistent with prior periods, and as applied to prepare the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonBalance Sheet, and (ii) certify include normal fiscal year-end closing adjustments except that there shall be no requirement for a physical inventory. The Closing Balance Sheet shall be accompanied by a report (the "Preliminary Adjustment Report") setting forth in writing reasonable detail (x) the Adjusted Working Capital Amount as of the close of business on the Closing Date, (y) a statement setting forth in reasonable detail the amount of Closing Debt and Closing Cash and (z) Purchaser's good faith calculation of the Purchase Price based on the amounts set forth in the Preliminary Adjustment Report (the "Preliminary Purchase Price"), which report shall be certified by a financial officer of Purchaser. Seller and its representatives shall have the right to Parent review and copy the computations and work papers (including accountants' work papers, subject to such confidentiality restrictions as Purchaser's accountants shall reasonably request) and Purchaser's underlying books and records used in connection with Purchaser's determination of the Preliminary Purchase Price , and to have reasonable access to the employees and accountants of Purchaser regarding questions concerning Purchaser's determination of the Preliminary Purchase Price arising in the course of their review thereof. If requested by Purchaser, Seller shall furnish to Purchaser a statement (the "Allocation Statement") setting forth any corporate allocations previously provided by Seller and its Affiliates to the Companies and the Company Subsidiaries for the period from the Balance Sheet Date through the Closing Date and any necessary supporting information reasonably requested. Unless Seller provides specific written notice to Purchaser of an objection to any aspect of the Preliminary Adjustment Report before the close of business on the thirtieth day after Seller's receipt thereof, the Preliminary Adjustment Report shall then become binding upon Purchaser and Seller, and shall be the "Final Adjustment Report", and such day shall be the "Final Adjustment Report Date". If Seller, by written notice to Purchaser before the close of business on such thirtieth day specifying the items and amount in dispute (an "Objection Notice"), objects to any aspect of the Preliminary Adjustment Report, then those aspects as to which the objection was made shall not become binding, Purchaser and Seller shall discuss such objection in good faith; and, if they reach written agreement with respect to all items in dispute amending the Preliminary Adjustment Report, the Preliminary Adjustment Report, as amended by such written agreement, shall become binding upon Purchaser and Seller, and shall be the "Final Adjustment Report", and the date of such written agreement shall be the "Final Adjustment Report Date". If Purchaser and Seller do not reach such written agreement within twenty (20) days after Seller gives such notice of objection, those aspects as to which such objection was made, and which has not been resolved, shall be submitted jointly by Purchaser and Seller for arbitration by an independent accounting firm of nationally recognized standing acceptable to Seller and Purchaser that (the "Accounting Firm") (whose fees shall be paid equally by Purchaser and Seller), which shall arbitrate the dispute and submit a written statement of its adjudication, which statement, when delivered to Purchaser and to Seller, shall become final and binding upon Purchaser and Seller, and shall, together with those aspects of the Preliminary Adjustment Report as to which no objection was made, be the "Final Adjustment Report". In such audit was conducted case, the second Business Day after the date on which such statement is delivered to Purchaser and to Seller shall be the "Final Adjustment Report Date". The scope of the disputes to be resolved by the Accounting Firm is limited to whether the amounts set forth on the line items on the Closing Balance Sheet used to calculate the Preliminary Purchase Price were obtained from and in accordance with the terms hereofbooks and records of the Companies, the Company Subsidiaries, Newco, Holdco, Interco and the Canadian Parks Business and are in accordance with GAAP, applied on a basis consistent with prior periods, and Purchaser shall cause such report as applied to prepare the Balance Sheet, including normal fiscal year end closing adjustments, and such certificate to be produced no later than 120 days following whether there were mathematical errors in the Preliminary Adjustment Report, in each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representativescase, to the extent necessary related to complete its audit the unresolved items set forth in the Objection Notice, and the Accounting Firm is not to make any other determination. The determination of the Final Closing StatementAccounting Firm shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. In acting hereunder, the Accounting Firm shall be entitled to the privileges and immunities of arbitrators. If Seller delivers an Objection Notice and Purchaser and Parent shallSeller do not reach written agreement with respect to all items in dispute within twenty (20) days after Seller gives an Objection Notice, and shall cause their Representatives then within two Business Days after the expiration of such twenty-day period, (including the Subject Companiesi) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause pay to Seller the Subject Companies to prepare and deliver customary management representation letters excess, if any, of (x) the lesser of (1) the Preliminary Purchase Price stated in the Preliminary Adjustment Report or (2) the Purchase Price calculated as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information if all of the Target Companies, Purchaser, items as to which Seller objected in the Objection Notice and their respective Representatives as to which such objections remain unresolved were resolved in Seller's favor (including the working papers of Parent and "Unresolved Objection Purchase Price") over (y) the Accounting Expert in connection with the preparation and audit of the applicable Final Closing StatementEstimated Purchase Price (a "Purchaser Interim Payment"), and (ii) Seller shall pay to Purchaser and Parent shallthe excess, and if any, of (x) the Estimated Purchase Price over (y) the greater of (1) the Preliminary Purchase Price stated in the Preliminary Adjustment Report or (2) the Unresolved Objection Purchase Price (a "Seller Interim Payment"). Within two Business Days after the Final Adjustment Report Date, Purchaser shall cause their Representatives pay to Seller the excess, if any, of (including i) the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used Purchase Price stated in the Final Closing Statement Adjustment Report under such Section, minus any Purchaser Interim Payment or plus any Seller Interim Payment over (ii) the Estimated Purchase Price, and Seller shall pay to Purchaser the excess if any, of (x) the Estimated Purchase Price plus any Purchaser Interim Payment or minus any Seller Interim Payment over (y) the Purchase Price stated in order the Final Adjustment Report. To the extent such a payment relates to respond the Canadian Parks Business, the payment will be deemed to inquiries be made by ParentSeller or Purchaser, as the case may be, as agent for and on behalf of CBS Canada (in the case of Seller) or Newco (in the case of Purchaser). The Final Any payment required to be made by Seller or Purchaser pursuant to Section 2.3(c) or 2.3(d) that does not already provide for interest from the Closing Statement Date shall be final and binding bear interest from the Closing Date to (but excluding) the date of such payment at the Applicable Rate as in effect from time to time and shall be used made in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne immediately available funds to an account designated by Parentrecipient.

Purchase Price Adjustment. (as) As soon as reasonably practicable, following each Pre‑Closing Statement. No later than twelve Business Days prior to the Closing Date, Purchaser the Company will prepare and deliver to the Buyer a written statement (the “Pre‑Closing Statement”), together with any relevant supporting materials, which will include a supporting trial balance (which, for the avoidance of doubt, will not be prepared pursuant to the Accounting Methods)), setting forth the Company’s calculation of a good faith estimate of (A) the Closing Working Capital as derived therefrom (the “Estimated Working Capital”), (B) the combined amount of Cash of the Divested Companies and any other Cash which otherwise constitutes a Sold Asset anticipated to exist immediately prior to the Closing Date (the “Estimated Cash”), (C) the combined amount of Debt Obligations of the Divested Companies and any other Debt Obligations which otherwise constitute Assumed Liabilities anticipated to exist immediately prior to the Closing (the “Estimated Indebtedness”), (D) the combined amount of unpaid Transaction Expenses (the “Estimated Transaction Expenses”); (E) the Unspent Capital Expenditure Amount (the “Estimated Unspent Capital Expenditure Amount”), (F) the Cap Gemini Excess Amount, (G) the Esfel Amount, (H) the Separation Delay Amount, (I) the Earn-Out Amount and (J) the Closing Purchase Price calculated as the Initial Value: (i) adjusted to give effect to the Estimated Working Capital in accordance with this Section 2.6(a) plus (ii) the Estimated 30 Cash, less (iii) the Estimated Indebtedness less (iv) the Estimated Transaction Expenses, less (v) the Estimated Unspent Capital Expenditure Amount, less (vi) the Cap Gemini Excess Amount, less (vii) the Esfel Amount, less (viii) the Separation Delay Amount; provided, that following the delivery of such Pre-Closing Statement, the Company shall prepareprovide any additional supporting materials and information reasonably requested by the Buyer and, or at the Buyer’s request, meet with the Buyer and its advisors to discuss the Pre-Closing Statement and shall cause consider in good faith the Buyer’s reasonable comments thereto for the purposes of determining the Closing Purchase Price to be prepared, a Final actually paid to the Company on the Closing Date. The Pre-Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was will be prepared in accordance with the Agreed Accounting Principles Methods and engage Deloitte presented in the form attached hereto as Exhibit G. If the Estimated Working Capital (as set forth in the Pre‑Closing Statement) is less than the Target Working Capital, then the Initial Value will be adjusted downward by an amount equal to the amount of the deficiency between the Target Working Capital and Touche LLP the Estimated Working Capital. If the Estimated Working Capital (or such other registered public accounting firm as set forth in the Pre‑Closing Statement) is greater than the Target Working Capital, then the Initial Value will be adjusted upward by an amount equal to the amount of international reputation which the excess between the Estimated Working Capital and the Target Working Capital. If the Estimated Working Capital is mutually acceptable equal to Parent the Target Working Capital, then no adjustment will be made to the Initial Value with respect to the Estimated Working Capital. In addition, the Initial Value will be adjusted upward by the amount of any Estimated Cash, adjusted downward by the amount of any Estimated Indebtedness, any Estimated Transaction Expenses, any Estimated Unspent Capital Expenditure Amount, the Cap Gemini Excess Amount, the Esfel Amount and Purchaser) (the “Accounting Expert”) Separation Delay Amount. The Parties acknowledge and agree that, subject to (i) audit Section 2.6, the Final consideration for the sale and transfer of the Shares and the Sold Assets set out in the Local Purchase Agreements will be deemed to have been fully paid by the Buyer to the respective Sellers under the Local Purchase Agreements upon payment of the Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted Purchase Price in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentthis Section 2.5.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”) in an amount up to $6,000,000 or, if required by applicable state insurance regulators an amount above $6,000,000, less a discount of $1,500,000, (the “Purchase Price”), provided that if state insurance regulators require Closing Date Adjusted Statutory Capital and Surplus in excess of $6,000,000 then Buyer shall have the option not to proceed with the transaction. “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP, including statutory reserves and liabilities calculated (a) As soon as reasonably practicablein accordance with the terms and conditions of the policies constituting the Business, following each including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and were used in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the California Insurance Department, consistently applied with prior periods. On the day prior to the Closing Date, Purchaser shall prepare, or shall cause Seller will determine and will deliver to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and Buyer a certificate of the chief financial officer directly overseeing of Seller and the Target Companies comprising such Target Business Segment certifying that Company setting forth Seller’s determination of the Final Adjusted Statutory Capital and Surplus of the Company as of the Closing Statement was prepared Date, calculated in accordance with the Agreed Accounting Principles provisions of this Section 2.2, including without limitation, statutory reserves and engage Deloitte liabilities as such statutory reserves and Touche LLP liabilities are shown on the Quarterly SAP Statement of the Company as filed with the California Insurance Department for the quarter immediately prior to the Closing Date, with true and complete copies of all work papers related thereto (or such other registered public accounting firm collectively, the “Estimated Closing Date Adjusted Capital and Surplus”). The Purchase Price at Closing will be based on the amount of international reputation which is mutually acceptable to Parent the Estimated Closing Date Adjusted Capital and Purchaser) Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Accounting ExpertClosing Date Purchase Price”) ). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date, together with true and complete copies of all work papers related thereto (i) audit collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Statement Date Adjusted Statutory Capital and issue Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a report thereonperiod of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and (ii) certify Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in writing the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to Parent and Purchaser that resolve any such audit was conducted disputed matters in accordance with the terms hereofof this Agreement, and, in connection with such engagement, Buyer and Purchaser Seller shall cause execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such report and such certificate to be produced no later than 120 days following each Closing Dateengagement. The Accounting Expert Firm’s engagement shall be provided reasonable access limited to the books, records and other relevant information resolution of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit disputed amounts set forth in Buyer’s calculation of the Final Closing StatementDate Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and Purchaser and Parent shall, and shall cause their Representatives (including no other matter relating to the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement Date Adjusted Statutory Capital and in order Surplus shall be subject to respond to inquiries made determination by the Accounting ExpertFirm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting ExpertFirm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. Parent shall be provided reasonable access The Parties agree that the adjustments contemplated by this Section are intended to show the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in change between the Final Closing Statement Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in order to respond to inquiries made by Parenta manner consistent with this Agreement. The Final Closing Statement Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding and shall be used in determining on the Adjustment AmountParties, absent fraud or manifest error. The If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Expert Firm shall be borne paid by ParentSeller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. (a) As soon At least three (3) Business Days, but no more than five (5) Business Days, prior to the Closing, the Company shall prepare in good faith and deliver to Buyer (i) an estimated consolidated balance sheet of the Company Entities as reasonably practicableof the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”), following and (ii) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of the Closing Cash-on-Hand (the “Estimated Closing Cash-on-Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), the Company Expenses (the “Estimated Company Expenses”), and the Purchase Price resulting therefrom (the “Estimated Purchase Price”), in each case, with reasonable supporting detail to evidence the calculations of such amounts. An illustrative example of the Estimated Closing Statement as of the Latest Balance Sheet Date, Purchaser is set forth on Exhibit F attached hereto. The Estimated Closing Balance Sheet, the Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital and the Estimated Company Expenses shall prepare, or shall cause to each be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared calculated in accordance with the Agreed Accounting Principles and engage Deloitte the applicable definitions contained in this Agreement. From and Touche LLP (or such other registered public accounting firm after delivery of international reputation which is mutually acceptable to Parent the Estimated Closing Balance Sheet and Purchaser) (the “Accounting Expert”) to (i) audit the Final Estimated Closing Statement until the Closing, the Company shall (x) provide Buyer and issue a report thereonits representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Company Entities and to the senior management personnel of the Company Entities familiar with the Estimated Closing Balance Sheet, Estimated Closing Statement or the Agreed Accounting Principles, in each case to the extent reasonably requested by Buyer or any of its representatives in connection with their review of the Estimated Closing Balance Sheet and (ii) certify in writing to Parent and Purchaser the Estimated Closing Statement, provided, that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to access or related activities may be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access limited to the booksextent necessary due to COVID-19 or COVID-19 Measures (but Seller and the Company shall make reasonable accommodations, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representativesincluding granting remote access, to the extent necessary in-person access is materially limited due to complete its audit of the Final Closing StatementCOVID-19 Measures), and Purchaser (y) cooperate with Buyer and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert its representatives in connection with the preparation and audit their review of the applicable Final Estimated Closing Balance Sheet and the Estimated Closing Statement), . The Company shall consider in good faith any comments to the Estimated Closing Balance Sheet and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Estimated Closing Statement in order to respond to inquiries made proposed by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentBuyer.

Purchase Price Adjustment. (a) As soon Within 30 days after the Closing Date the Shareholders shall deliver to the Buyer the Closing Date Balance Sheet setting forth the amount of Cash, Indebtedness, Accrued Interest and Adjusted Working Capital as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing Effective Time. In connection with the Target Companies comprising such Target Business Segment certifying that preparation of the Final Closing Statement was prepared Date Balance Sheet, the Shareholders shall take and prepare a physical count of the Inventory of Deep Run as of the Effective Time at each location where Inventory is located as of the Effective Time. The physical count of the Inventory conducted by the Shareholders shall be in accordance with the Agreed Accounting Principles Deep Run's historical accounting procedures used with respect to Inventory and engage Deloitte disclosed to the Buyer prior to the Closing and Touche LLP (Inventory shall be valued at lower of cost or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted market in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Datepractices. The Accounting Expert Buyer shall be provided reasonable access entitled to observe such physical count. During the 30 days immediately following the Buyers' receipt of the Closing Date Balance Sheet, the Buyer shall be permitted to review the Shareholders' and the Shareholders' Accountant's working papers relating to the books, records Closing Date Balance Sheet. The Closing Date Balance Sheet shall become final and other relevant information binding upon the parties on the 30th day following receipt thereof by the Buyer unless the Buyer gives written notice of the Target Companies, Purchaser, Parent and their respective Representatives, its disagreement (a "NOTICE OF DISAGREEMENT") to the extent necessary Shareholders prior to complete its audit such date. Any Notice of Disagreement shall specify in reasonable detail the Final nature and amount of any disagreement so asserted. If a timely Notice of Disagreement is received by the Shareholders, then the Closing Statement, Date Balance Sheet (as revised in accordance with clause (x) or (y) below) shall become final and Purchaser and Parent shall, and shall cause their Representatives binding upon the parties on the earlier of (including x) the Subject Companiesdate the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and date any matters properly in order to respond to inquiries made dispute are finally resolved in writing by the Accounting ExpertFirm (as defined below). During the 30 days immediately following the delivery of a Notice of Disagreement, the Shareholders and Purchaser the Buyer shall cause seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Subject Companies to prepare and deliver customary management representation letters as may be requested by Notice of Disagreement. During such period, the Accounting Expert. Parent Shareholders shall be provided reasonable have full access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert Buyer prepared in connection with the Buyer's preparation and audit of the applicable Final Closing StatementNotice of Disagreement. At the end of such 30-day period, the Buyer and the Shareholders shall submit to a nationally recognized accounting firm mutually agreed upon (the "ACCOUNTING FIRM") for review and resolution of any and all matters which remain in dispute and which were properly included in the Notice of Disagreement, and the Accounting Firm shall make a final determination of the Cash, Indebtedness, Accrued Interest and Adjusted Working Capital, in accordance with this SECTION 2.3(A), which determination shall be binding on the parties (it being understood, however, that the Accounting Firm shall act as an arbitrator to determine, based solely on presentations by the Buyer and Purchaser the Shareholders (and Parent shallnot on its own independent review), only those matters which remain in dispute and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used which were properly included in the Final Closing Statement in order to respond to inquiries made by ParentNotice of Disagreement). The Final Closing Statement Date Balance Sheet shall be become final and binding on the Buyer and the Shareholders on the date the Accounting Firm delivers its final resolution to the parties (which final resolution shall be used in determining delivered as soon as practicable following the Adjustment Amountselection of the Accounting Firm). The Accounting Firm shall be a firm which has not provided service to the Buyer or the Shareholders for a period of at least two years and be selected by the Buyer and the Shareholders or, absent manifest errorif the parties are unable to agree, by the Buyer's and Shareholders' independent accountants. The fees and expenses of the Accounting Expert Firm pursuant to this SECTION 2.3 shall be borne equally by Parentthe Shareholders on the one hand, and the Buyer on the other.

Purchase Price Adjustment. (a) As soon as reasonably practicableAt least three (3) Business Days, following each Closing Datebut no more than five (5) Business Days, Purchaser prior to the Closing, the Company shall prepare, or shall cause prepare and deliver to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate Buyer (i) an estimated consolidated balance sheet of the chief financial officer directly overseeing Company Entities as of the Target Companies comprising such Target Business Segment certifying that Adjustment Calculation Time (the Final “Estimated Closing Statement was prepared Balance Sheet”), and (ii) a statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Company’s good faith estimates of the Closing Cash-on-Hand (the “Estimated Closing Cash-on-Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), the Company Expenses (the “Estimated Company Expenses”), the Mid-State Adjustment Amount (the “Estimated Mid-State Adjustment Amount”) and the calculation of the Purchase Price resulting therefrom (the “Estimated Purchase Price”). The Estimated Closing Balance Sheet, the Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital and the Estimated Company Expenses shall each be calculated in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (in a manner consistent with the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify applicable definitions contained in writing to Parent and Purchaser that such audit was conducted this Agreement. The Estimated Mid-State Adjustment Amount shall be determined in accordance with Section 2.03 and Section 2.04 of the terms hereofMid-State Asset Purchase Agreement. From and after delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement until the Closing, the Company shall (x) provide Buyer and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books, books and records and other relevant information of the Target CompaniesCompany Entities and to the senior management personnel of the Company Entities familiar with the Estimated Closing Balance Sheet, PurchaserEstimated Closing Statement or the Agreed Accounting Principles, Parent and their respective Representativesin each case, to the extent necessary to complete reasonably requested by Buyer or any of its audit Representatives in connection with their review of the Final Estimated Closing Balance Sheet and the Estimated Closing Statement, and Purchaser and Parent shallprovided, that such access or related activities may be limited to the extent necessary due to COVID-19 or COVID-19 Measures, and shall cause their (y) cooperate with Buyer and its Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit their review of the applicable Final Estimated Closing Statement), Balance Sheet and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Estimated Closing Statement (and otherwise take all reasonably requested actions to facilitate such review). The Company shall consider in order good faith any comments to respond to inquiries the Estimated Closing Balance Sheet and the Estimated Closing Statement (and each component thereof) made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentBuyer.

Purchase Price Adjustment. The Stock Purchase Price shall be subject to adjustment as specified in this Section 2.6. (a) As soon as reasonably practicable, practicable following each the Closing Date, Purchaser and in no event later than 60 days following the Closing Date, Seller shall preparedeliver to Buyer an accurate and correct copy of a balance sheet of First Re as of the close of business on the Business Day immediately preceding the Closing Date (the "Closing Balance Sheet"), or shall cause to be preparedtogether with a report thereon of Deloitte & Touche LLP, a Final independent accountants for Seller ("Seller's Accountants"), stating that the Closing Statement for each Target Business Segment that is Balance Sheet fairly presents the subject consolidated financial position of First Re as of such date in accordance with GAAP. In no event later than 50 days following the Closing Date, Seller shall deliver to Buyer a substantially complete draft of the Closing Balance Sheet. (b) Utilizing the Closing Balance Sheet and subject to the other provisions of this Section 2.6(b), the "Book Value" of First Re shall equal the excess of total Tangible Assets over total liabilities reflected on the Closing Balance Sheet. If the Closing Balance Sheet includes a valuation allowance against deferred income taxes and such valuation allowance exists because the consolidated financial statements of Seller at December 31, 1997 contain a similar valuation allowance, then the valuation allowance of First Re on the Closing Balance Sheet shall be excluded for the purpose of determining Book Value, subject to the provisions of Section 2.6(c). Further, the Book Value shall be adjusted to exclude the value of any shares of the capital stock of Homestead owned by First Re as of the Business Day immediately preceding the Closing Date. Seller shall deliver to Buyer, simultaneously with the delivery of the Closing Balance Sheet, a certificate of the chief financial officer directly overseeing of Seller which includes the Target Companies comprising calculation of Book Value and certifies that such Target Business Segment certifying that the Final Closing Statement was prepared calculation has been made in accordance with the Agreed Accounting Principles procedures set forth in this Section 2.6(b). (c) Except as otherwise provided in this Section 2.6(c), the calculation of Book Value delivered by Seller to Buyer shall be final, binding and engage Deloitte conclusive on the parties hereto. Buyer may dispute any amounts reflected on the Closing Balance Sheet to the extent that the net effect of such disputed amounts in the aggregate would be to cause Book Value to be less than $35 million; provided, however, that Buyer shall notify Seller in writing of each disputed item, specifying the amount thereof in dispute and Touche LLP setting forth, in detail, the basis for such dispute, at any time during the 20 days immediately following the date on which Seller delivered to Buyer the Closing Balance Sheet; and provided, further, that Buyer may not dispute any amount reflected on the Closing Balance Sheet to the extent such amount was calculated on the same basis as used in preparing the First Re 1996 Balance Sheet, if the amount set forth on the First Re 1996 Balance Sheet was determined by Seller's Accountants to have been calculated in accordance with GAAP. In the event of such a dispute, accountants designated by Buyer (or "Buyer's Accountants") and Seller's Accountants shall attempt to reconcile any disputed amounts, and any resolution by them as to any such other registered amounts shall be final, binding and conclusive on the parties. If Buyer's Accountants and Seller's Accountants are unable to reach a resolution with respect to any disputed amount within 10 Business Days following Buyer's written notice of dispute to Seller, Buyer's Accountants and Seller's Accountants shall submit for resolution the amounts remaining in dispute to a nationally recognized independent public accounting firm of international reputation which is mutually acceptable to Parent Buyer and Purchaser) Seller (the “"Independent Accounting Expert”Firm"), as an expert and not an arbitrator, which shall, within 30 Business Days of such submission, determine and report to Seller and Buyer upon such remaining disputed amounts, and such report shall be final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Independent Accounting Firm shall be allocated between Buyer and Seller in the same proportion that the aggregate amount of such remaining disputed amounts so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted. (d) (i) audit If the Final Closing Statement and issue a report thereonfinal determination of Book Value exceeds $35,000,000, the amount of such excess shall be added to the Stock Purchase Price; and (ii) certify in writing to Parent and Purchaser that If the final determination of Book Value is less than $35,000,000, the amount of such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert deficiency shall be provided reasonable access to deducted from the books, records and other relevant information Stock Purchase Price. (e) Within five Business Days after the final determination of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.Book Value:

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each No later than five Business Days prior to the Closing Date, Purchaser shall preparethe Company will deliver to Buyer (i) an unaudited estimated consolidated balance sheet of the Company as of immediately prior to the Closing (the "Preliminary Balance Sheet"), or shall cause prepared in good faith applying the same accounting principles and policies used in preparing the September Balance Sheet (the "Company Accounting Principles and Policies"), (ii) a schedule (the "Preliminary Pre-Closing Working Capital Schedule"), based on the Preliminary Balance Sheet, setting forth the Company's calculation of the estimated Working Capital of the Company as of immediately prior to be preparedthe Closing ("Preliminary Pre-Closing Working Capital"), (iii) a Final schedule (the "Allowed Secured Claims Schedule") setting forth the Company's calculation of the aggregate Allowed Secured Claims as of the Closing Statement for each Target Business Segment that is the subject of such Closing Date, and (iv) a certificate of the chief Chief Executive Officer and Chief Financial Officer of the Company stating (A) that such Preliminary Balance Sheet and Preliminary Pre-Closing Working Capital Schedule represent the Company's good faith estimate of the consolidated financial officer directly overseeing position of the Target Companies comprising such Target Business Segment certifying that Company as of immediately prior to the Final Closing Statement was prepared in accordance with applying the Agreed Company Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, Policies and (iiB) certify in writing to Parent and Purchaser that such audit was conducted in accordance with Allowed Secured Claims Schedule represents the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Company's good faith estimate of all Allowed Secured Claims as of the Closing Date. The Accounting Expert Preliminary Balance Sheet shall not give effect to Buyer's payment of the Purchase Price, or to other payments or discharges of claims or liabilities to be provided reasonable access made pursuant to this Agreement or the Plan on or as a result of the Closing Date, but shall accrue and reflect as current liabilities, among other current liabilities, all Assumed Administrative Claims, all Priority Tax Claims to the booksextent such Priority Tax Claims were not accrued and reflected on the September Balance Sheet, records and other relevant information all cure costs associated with the assumption of Contracts, whether assumed before or after the Target Companies, Purchaser, Parent and their respective Representativesdate of this Agreement, to the extent necessary to complete its audit not fully paid before the Closing Date. If the Preliminary Pre-Closing Working Capital reflected on the Preliminary Pre-Closing Working Capital Schedule is less than negative $102,949,000 (i.e., total current liabilities are more than $102,949,000 greater than total current assets), then the Purchase Price paid at Closing shall be reduced by the amount of such shortfall. If the Final Preliminary Pre-Closing StatementWorking Capital reflected on the Preliminary Pre-Closing Working Capital Schedule is greater than negative $102,949,000 (i.e., and Purchaser and Parent shalltotal current liabilities are less than $102,949,000 greater than total current assets), and shall cause their Representatives (including then the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Purchase Price to be used in, and reasonably necessary for the preparation of, such Final paid at Closing Statement and in order to respond to inquiries made shall be increased by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information amount of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentsuch excess.

Purchase Price Adjustment. Seller shall deliver to Buyer no later than five Business Days prior to the Closing a good faith estimate of the Closing Balance Sheet (athe “Estimated Closing Balance Sheet”) and a good faith estimate of Closing Stockholders’ Equity (the “Estimated Closing Stockholders’ Equity”). As soon promptly as reasonably practicable, following each possible and in any event within thirty-five (35) Business Days after the Closing Date, Purchaser Seller shall prepare, prepare or shall cause to be prepared, and shall provide to Buyer a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate written statement setting forth in reasonable detail its good faith determination of the chief financial officer directly overseeing Closing Balance Sheet and the Target Companies comprising such Target Business Segment certifying that Closing Stockholders’ Equity (the Final “Closing Statement was Statement”). The Closing Balance Sheet shall be prepared in accordance with the Agreed Accounting Principles same accounting principles and engage Deloitte practices used by each Bank in preparing the Recent Balance Sheet. If the Closing Stockholders’ Equity, as finally determined pursuant to this Section 2.05 and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable Section 2.06, exceeds the Target Closing Stockholders’ Equity, then Buyer shall pay to Parent and Purchaser) (the “Accounting Expert”) Seller an amount equal to (i) audit the Final amount by which the Closing Stockholders’ Equity exceeded the Target Closing Stockholders’ Equity less (ii) any amount paid to Seller pursuant to Section 2.03(iii); provided, however, if the Closing Stockholders’ Equity exceeded the Target Closing Stockholders’ Equity by an amount less than the amount paid to Seller pursuant to Section 2.03(iii) then Seller shall pay to Buyer an amount equal to the amount by which the Section 2.03(iii) payment exceeded the amount by which the Closing Stockholders’ Equity exceeded the Target Closing Stockholders’ Equity. If the Target Closing Stockholders’ Equity exceeds the Closing Stockholders’ Equity, as finally determined pursuant to this Section 2.05 and Section 2.06, then Seller shall pay to Buyer an amount equal to (i) the amount by which the Target Closing Stockholders’ Equity exceeded the Closing Stockholders’ Equity less (ii) the amount set forth in Section 2.03(ii); provided, however, if the Target Closing Stockholders’ Equity exceeded the Closing Stockholders’ Equity by an amount less than the amount set forth in Section 2.03(ii) then Buyer shall pay to Seller an amount equal to the amount by which the Section 2.03(ii) reduction amount exceeded the amount by which the Target Closing Stockholders’ Equity exceeded the Closing Stockholders’ Equity. Any payment required to be made pursuant to this Section 2.05 shall be made within ten days after Buyer’s acceptance of the Closing Statement or, if applicable, within ten days after receipt of a determination and issue a report thereonresolution of any dispute over the Closing Statement as provided in Section 2.06. Any such amount payable pursuant to this Section 2.05 shall be paid (i) together with interest (not compounded) thereon equal to LIBOR on the Closing Date, plus 100 basis points, from and including the Closing Date through the date immediately preceding the date of payment and (ii) certify by wire transfer of immediately available funds (in U.S. Dollars) to an account or accounts designated in writing by the party entitled to Parent and Purchaser that receive such audit was conducted in accordance with the terms hereof, and Purchaser shall cause payment (or by such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access other means as are mutually agreeable to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statementparties), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. (a) As soon promptly as reasonably practicable, following each but no later than 90 days after the Closing Date, the Purchaser shall prepare, or shall cause prepare and deliver to be prepared, the Seller a Final Closing Statement for each Target Business Segment that is statement of Modified Working Capital (including the subject of such Closing related notes and a certificate schedules thereto) as of the chief financial officer directly overseeing close of business on the Target Companies comprising Closing Date, which shall set forth the Purchaser's determination of the Closing Modified Working Capital and shall set forth in detail the amounts underlying such Target Business Segment certifying calculation in the same format and detail as in Schedule 2.06 (the "Initial MWC Statement"). Purchaser shall certify to the Seller at the time of delivery of the Initial MWC Statement that the Final Closing Modified Working Capital set forth on the Initial MWC Statement was prepared on the basis and using the same accounting policies, principles, methodologies and estimates used in accordance preparing the 1998 Pro Forma Financial Statements and the Statement of Modified Working Capital as of December 31, 1998 as set forth in Schedule 2.06 and using the Specified Accounting Policies referred to in Schedule 2.06, which are more fully described in the Notes to the 1998 Pro Forma Financial Statements included in Section 3.06 of the Disclosure Schedule. At all times during the 45 Business Days immediately following the Seller's receipt of the Initial MWC Statement, the Seller and its representatives will be permitted to review at the Company's offices, or, if the Purchaser so designates, at the Purchaser's offices the Purchaser's working papers (including work papers of its accountants and other advisors) relating to the Initial MWC Statement, as well as all of the books and records relating to the operations and finances of the Business with respect to the Agreed Accounting Principles period up to and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (including the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonDate, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly the individuals responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation ofof the Initial MWC Statement (including, such Final Closing Statement without limitation, accountants, lawyers and other advisors) in order to respond to the inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentSeller related thereto.

Purchase Price Adjustment. (ai) As soon as reasonably practicable, following each At least two (2) Business Days prior to the Closing Date, Purchaser shall prepareSeller shall, or shall cause the Company to, prepare and shall deliver to Purchaser a statement (the “Estimated Closing Statement”), which shall be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed U.S. Generally Accepted Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting ExpertGAAP”) to (i) audit the Final Closing Statement on a basis consistent with and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereofAccounting Principles, setting forth (x) an estimated consolidated balance sheet of the Company as of 12:01 a.m. New York City time on the Closing Date (such time, the “Measurement Time”) and (y) Seller’s good faith calculation of (A) the Base Purchase Price, (B) the estimated amount of Working Capital as of the Measurement Time (the “Estimated Working Capital Amount”), (C) the estimated amount of Closing Indebtedness as of the Measurement Time (the “Estimated Closing Indebtedness”) and (D) the estimated amount of the Transaction Expenses (the “Estimated Transaction Expenses”), in each case, based on the Company’s books and records and other information available at the time, and the Base Purchase Price will be calculated based on such estimates. Following delivery of the Estimated Closing Statement, Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided given reasonable access to the relevant books, records records, information and other relevant information personnel and representatives of each of Seller, the Company and its Subsidiaries (including the Company’s working papers and the working papers of the Target CompaniesCompany’s independent accountants, Purchaserif any, Parent and their respective Representatives, relating to the extent necessary to complete its audit preparation of the Final Estimated Closing Statement) as Purchaser or its representatives may request for the purposes of reviewing the Estimated Closing Statement, and Seller shall consider in good faith any comments or suggested modifications to the Estimated Closing Statement suggested by Purchaser and Parent its representatives. Seller shall, and shall cause the Company, its Subsidiaries and each of their Representatives (including the Subject Companies) respective representatives to, make reasonably available their respective personnel directly responsible for cooperate in good faith to answer any questions and knowledgeable about the information use commercially reasonable efforts to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made resolve any legitimate issues raised by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert or its representatives in connection with the preparation and audit their review of their review of the applicable Final Estimated Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. (ai) As soon as reasonably practicable, Within sixty (60) days following each the Closing Date, Purchaser Buyer shall prepareprepare and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s calculation (together with reasonable supporting detail of each such calculation) of the Closing Cash, or shall cause to be prepared, a Closing Net Working Capital and the resulting Final Purchase Price. The Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was shall be prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP definitions in this Agreement. During the sixty (or such other registered public accounting firm 60) days immediately following Seller’s receipt of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonany period of dispute thereafter with respect to such Closing Statement, Buyer shall, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report the Company and such certificate to be produced no later than 120 days following each its Subsidiaries to, (a) assist Seller in the review of the Closing Date. The Accounting Expert shall be provided Statement and provide Seller and its Representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other relevant information documents, and the right to make copies of such books and records), supporting data, facilities and employees of the Target Companies, Purchaser, Parent Company and its Subsidiaries for purposes of their respective Representatives, to the extent necessary to complete its audit review of the Final Closing Statement, and Purchaser (b) cooperate with Seller and Parent shallits Representatives in connection with such review, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the by providing on a timely basis material other information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert or useful in connection with the preparation and audit review of the applicable Closing Statement and access to the Company’s and its Subsidiaries’ accountants and advisors. The Closing Statement (including the Closing Cash, Closing Net Working Capital and Final Purchase Price set forth thereon) shall become final and binding upon the Parties sixty (60) days following Seller’s receipt thereof unless Seller gives written notice of its disagreement containing particulars of specific items objected to (a “Notice of Disagreement”) to Buyer prior to such date; provided that the Closing StatementStatement shall alternatively become final and binding upon the Parties upon Seller’s delivery, prior to the expiration of such sixty (60)-day period, of written notice to Buyer of its acceptance of the Closing Statement delivered by Buyer. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted. (ii) If a timely Notice of Disagreement is delivered by Seller, then the Closing Statement (as revised in accordance with this Section 2C(ii)), and Purchaser the Closing Cash, Closing Net Working Capital and Parent shall, and Final Purchase Price set forth thereon shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be become final and binding upon the Parties on the earlier of (a) the date all matters specified in the Notice of Disagreement are finally resolved in writing by Seller and shall be used Buyer and (b) the date all matters specified in determining the Adjustment AmountNotice of Disagreement not resolved in writing by Seller and Buyer are finally resolved in writing by a nationally recognized accounting, consulting or valuation firm (other than a so-called “Big Four” accounting firm) mutually selected by Seller and Buyer (such firm, the “Arbiter”, or absent manifest error. The fees and expenses of such agreement then upon written notice to the Accounting Expert shall be borne by Parent.other

Purchase Price Adjustment. In the event the sum (athe "Working Capital Requirement") As soon as reasonably practicableof August 31, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate 2001 of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to Business' (i) audit cash and cash equivalents, (ii) accounts receivable, (iii) prepaid expenses, (iv) security deposits and (v) prepaid credit card changes is less than the Final Closing Statement and issue a report thereon, (i) deferred revenue liability and (ii) certify in writing accounts payable of the Business as of the August 31, 2001, then the Estimated Payment Amount shall be adjusted downward (a "Purchase Price Reduction") by the amount of the difference between the Working Capital Requirement and the deferred revenue liability. In the event that the Working Capital Requirement is greater than the deferred revenue liability of the Business as of August 31, 2001, then the Estimated Payment Amount shall be adjusted upward (a "Purchase Price Increase") by the amount of the difference between the Working Capital Requirement and the deferred revenue liability. The Purchase Price Reduction or Purchase Price Increase, as applicable, is sometimes referred to Parent and Purchaser that such audit was conducted in accordance with as the terms hereof"Purchase Price Adjustment". The parties will calculate a preliminary Purchase Price Reduction or Purchase Price Increase, as applicable, on or before, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Datepayable at, the Closing. The Accounting Expert final Purchase Price Reduction or Purchase Price Increase, as applicable, will be calculated based upon the Working Capital Requirement and deferred revenue liability of the Business, in each case, as of August 31, 2001, and reconciled by agreement of the parties within 45 days after the Closing. The Base Purchase Price shall be provided reasonable access adjusted by the amount of the final Purchase Price Reduction or the final Purchase Price Increase, as applicable. Notwithstanding anything to the bookscontrary in this Agreement, records the profit and other relevant information loss of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent Business shall be provided reasonable access transferred to the booksBuyer as of September 1, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent2001.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Within 90 days after the Closing Date, Purchaser CBS shall prepare, or shall cause prepare and deliver to be prepared, American Tower (i) a Final consolidated balance sheet (the "Closing Statement for each Target Business Segment that is Balance Sheet") of American and its Subsidiaries (other than the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and PurchaserTower Subsidiaries) (the “Accounting Expert”) to (i) audit "Post- Closing American Group"), prepared from the Final books and records of the Post- Closing Statement and issue a report thereonAmerican Group, and (ii) certify in writing to Parent a statement (the "Closing Statement") setting forth (A) Working Capital (as defined below) as of the Effective Time ("Closing Working Capital") and Purchaser (B) Net Debt (as defined below) as of the Effective Time ("Closing Net Debt"), together with a certificate of CBS's chief financial officer that such audit was conducted the Closing Statement has been prepared in accordance with this Section 10.1. During the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days 45-day period following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information American Tower's receipt of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent American Tower shall be provided reasonable access permitted to the books, records review (and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including make copies of) the working papers of Parent CBS relating to the Closing Statement. The Closing Statement shall become final and binding upon the parties on the forty-sixth day following delivery thereof, unless American Tower gives written notice of its disagreement with the Closing Statement ("Notice of Disagreement") to CBS prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on Closing Working Capital or Closing Net Debt (or the components thereof) not being calculated in accordance with this Section 10.1 and (iii) be accompanied by a certificate of American Tower's chief financial officer that he or she concurs with each of the positions taken by American Tower in the Notice of Disagreement. If a Notice of Disagreement is received by CBS in a timely manner, then the Closing Statement (as revised in accordance with clause (A) or (B) immediately following) shall become final and binding on the earlier of (A) the date CBS and American Tower resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Expert Firm (as defined below). During the 30-day period following delivery of a Notice of Disagreement, CBS and American Tower shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period CBS shall have access to (and shall be permitted to make copies of) the working papers of American Tower prepared in connection with the preparation Notice of Disagreement. At the end of such 30-day period, CBS and audit American Tower shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement and each of CBS and American Tower shall submit a memorandum setting forth in reasonable detail the basis for its positions. The Accounting Firm shall be a nationally recognized independent public accounting firm agreed upon by CBS and American Tower in writing. CBS and American Tower shall jointly use all reasonable efforts to cause the Accounting Firm to render a decision within thirty (30) days following submission or as promptly thereafter as is practicable. CBS and American Tower agree that judgment may be entered upon the determination of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any dispute resolution (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 10.1 shall be borne by ParentCBS and American Tower in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted.

Purchase Price Adjustment. (a) As soon promptly as reasonably practicable, practicable (but not later than sixty (60) days) following each the Closing Date, Purchaser Buyer shall (i) prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte in a manner consistent with the illustration set forth on Exhibit C, and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable deliver to Parent and PurchaserVectron a consolidated balance sheet of the Acquired Business (excluding, for the avoidance of doubt, the Excluded Assets, Excluded Liabilities, the Due Diligence Fee Amount and any intercompany accounts involving Parent, Vectron, the Equity Seller or any Affiliate thereof (on the one hand) and the Acquired Company or any Asset Seller (on the other hand)) as of the close of business on the Business Day immediately preceding the Closing Date (the “Accounting ExpertPreliminary Closing Date Balance Sheet”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing prepare and deliver to Parent and Purchaser that such audit was conducted Vectron a certificate setting forth in accordance reasonable detail Buyer’s calculation of (A) Working Capital as of the close of business on the Business Day immediately preceding the Closing Date (the “Preliminary Working Capital Determination”), (B) Cash and Cash Equivalents as of the close of business on the Business Day immediately preceding the Closing Date (the “Preliminary Cash Determination”) and (C) Transaction Expenses (the “Preliminary Transaction Expenses Determination” and, together with the terms hereofPreliminary Closing Date Balance Sheet, the Preliminary Working Capital Determination and Purchaser the Preliminary Cash Determination, the “Preliminary Closing Statement”). (b) Parent and Vectron shall cause such report have an opportunity to review the Preliminary Closing Statement for a period of forty-five (45) days after receipt thereof. If Parent and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information Vectron disagree with any aspect of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Preliminary Closing Statement, such Parties shall together deliver one and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information only one written notice to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access Buyer prior to the books, records expiration of such forty-five (45) day period indicating in reasonable detail the basis for such disagreement (a “Dispute Notice”). If Parent and other relevant information Vectron do not deliver a Dispute Notice prior to or as of the Target Companiesexpiration of such forty-five (45) day period, Purchaser, and their respective Representatives (including then the working papers of Parent Preliminary Closing Date Balance Sheet and the Accounting Expert in connection with the preparation Preliminary Working Capital Determination, Preliminary Cash Determination and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used Preliminary Transaction Expenses Determination set forth in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Preliminary Closing Statement shall be final and binding on the Parties, effective as of the expiration of such forty-five (45) day period, as the “Closing Date Balance Sheet,” the “Closing Date Working Capital,” the “Closing Date Cash” and the “Closing Date Transaction Expenses,” respectively. (c) If Vectron delivers a Dispute Notice to Buyer in a timely manner, the Parties shall attempt in good faith to resolve the disagreements set forth in such Dispute Notice for a period of forty-five (45) days (or such longer period as they may mutually agree in writing) after Buyer’s receipt of such Dispute Notice. During such period, each of Vectron and Buyer shall be permitted to discuss with the other Party the Preliminary Closing Statement and shall be provided copies of such work papers and supporting records related to the items set forth on the Preliminary Closing Statement as it may reasonably request from the other Party so as to allow it to become informed regarding the calculation of such items and the accounting procedures, methodologies, tests and approaches used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert connection therewith; provided that neither Party’s accountants shall be borne by Parent.obligated to make any work papers available except in accordance with such accountants’ normal disclosure procedures and then only after such firm has signed a

Purchase Price Adjustment. Within sixty (a60) As soon days after the Closing ------------------------- Date, the Buyer will prepare and deliver to the Seller a balance sheet (the "Closing Date Balance Sheet") which shall reflect the Acquired Assets and the -------------------------- Assumed Liabilities as reasonably of the close of business on the Closing Date. For purposes of the Closing Date Balance Sheet, the Acquired Assets and the Assumed Liabilities will be given carrying values in accordance with GAAP applied on a basis substantially similar to the basis used in preparing the Financial Statements attached to this Agreement as Exhibit F (provided such basis complied with GAAP). Without limitation of the foregoing, the Closing Date Balance Sheet shall (i) reflect the historical cost (less appropriate reserves) of the Acquired Assets as determined in accordance with GAAP, (ii) include an adequate inventory reserve as determined in accordance with GAAP based upon a physical inspection by the Buyer's independent accountants of the inventory included in the Acquired Assets, (iii) include an adequate allowance for doubtful accounts as determined in accordance with GAAP with respect to the accounts receivable included in the Acquired Assets reflecting the Buyer's experience in collecting such accounts between the Closing Date and the date on which the Closing Date Balance Sheet is completed, and (iv) include a reserve for warranty claims (including $30,000 for completion of the Seller's contractual obligations in respect of the "KORDI contracts" as described in (S) 3(u) below) equal to the $105,000.00 for all such potential claims. To the extent that the difference between (i) the Acquired Assets and (ii) the Assumed Liabilities as shown on the Closing Date Balance Sheet (the "Net Asset Value") is less than $2,093,127.00 (the "Agreed --------------- ------ Net Asset Value"), then the Purchase Price shall be reduced on a dollar for --------------- dollar basis by the amount of such difference. To the maximum extent practicable, following each Closing Date, Purchaser the amount of any such difference shall prepare, or shall cause be deducted from the Escrow Amount and promptly returned by the Escrow Agent to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared Buyer in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentEscrow Agreement.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Not less than three Business Days prior to the anticipated Closing Date, Seller shall prepare in good faith and deliver to Purchaser shall preparea statement (the “Estimated Closing Statement”) setting forth (i) Seller’s good faith estimate of Closing Cash as of the Reference Time (“Estimated Cash”), (ii) Seller’s good faith estimate of Closing Working Capital Excess or shall cause Closing Working Capital Shortfall as of the Reference Time (“Estimated Closing Working Capital Excess” or “Estimated Closing Working Capital Shortfall”, as applicable), (iii) Indebtedness as of the Reference Time (but giving effect to be preparedany subsequent incurrence of Indebtedness prior to the Closing) (“Closing Indebtedness”), a Final (iv) Transaction Expenses incurred but not paid prior to the Closing (“Closing Transaction Expenses”), (v) the Change of Control Payments to the extent not paid prior to the Closing (“Closing Change of Control Payments”) and (vi) the Initial Closing Date Amount. The Estimated Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was shall be prepared in accordance with the Agreed Accounting Principles and engage Deloitte be accompanied with reasonable supporting information used by Seller in the preparation of the estimates of each component of the Initial Closing Date Amount and Touche LLP (invoices or such other registered public accounting firm of international reputation which is mutually acceptable similar supporting documentation with respect to Parent and Purchaser) (the “Accounting Expert”) estimated Closing Transaction Expenses set forth in the Estimated Closing Statement. Prior to (i) audit the Final Closing, Purchaser shall have an opportunity to review the Estimated Closing Statement and issue a report thereondiscuss such statement with the persons responsible for its preparation, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent Seller shall, and shall cause their Representatives (including the Subject Companies) Group Companies to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and cooperate with Purchaser in order good faith to respond to inquiries made by any questions regarding the Accounting Expert, Estimated Closing Statement. If Purchaser and Purchaser shall cause Seller mutually agree to any modifications to any items set forth in the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access Estimated Closing Statement prior to the booksClosing, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Estimated Closing Statement shall be final revised to reflect such modifications, and binding the document so modified shall constitute the Estimated Closing Statement. Purchaser’s opportunity to review shall in no event delay the Closing or the Closing Date and if Purchaser and Seller disagree on any items set forth in the Estimated Closing Statement at the end of such review period, without any prejudice to Purchaser’s rights under other clauses of this Section 1.04, Seller’s positions shall be used reflected in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentEstimated Closing Statement.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Closing Date, Purchaser The Purchase Price shall prepare, be increased or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared decreased in accordance with the Agreed Accounting Principles dollar for dollar variance of the actual values for Inventory, Accounts Receivable, and engage Deloitte and Touche LLP (or such other registered public accounting firm Accounts Payable from the amount estimated on date of international reputation which is mutually acceptable to Parent and Purchaser) Closing (the “Accounting Expert”"Purchase Price Adjustment"). As soon as practicable, but not later than fifteen (15) days after the date of Closing, Buyer shall deliver to (i) audit Seller calculation of the Final Closing Statement Purchase Price Adjustment, as finally determined and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted computed in accordance with the terms hereofprovisions of this Agreement, which statement shall include reasonable detail of the basis and Purchaser method of the calculation. Buyer shall cause such report make its records and such certificate working papers relating to be produced no the determination and computation of the Purchase Price Adjustment available for review by Seller. Seller shall review Buyer's statement and shall furnish to Buyer not later than 120 ten (10) days following each Closing Dateafter Seller's receipt of said statement, a letter stating that Seller has reviewed the Purchase Price Adjustment together with the determinations and computations set forth therein and all supporting documents provided pursuant to Seller's request and that, in Seller's opinion, the statement complies with the provisions of this Agreement. The Accounting Expert If Seller is unable to furnish said letter due to differences of opinion as to the determination and computation of the Purchase Price Adjustment, which differences cannot be resolved within fifteen (15) days after expiration of the fifteen (15) day period referenced above, then all unresolved items shall be provided reasonable access immediately referred to the booksa firm of independent public accountants of recognized standing mutually acceptable to Seller and Buyer which firm shall promptly, records but not later than thirty (30) days after receipt of a list of said differences and other relevant information copies of all documents required to review same, make determinations and computations of the Target CompaniesPurchase Price Adjustment, Purchaser, Parent which determinations and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent computations shall be provided reasonable access to the books, records binding on Buyer and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest errorSeller. The fees and expenses of the Accounting Expert such firm of independent public accountants shall be borne equally by ParentBuyer and Seller. Upon receipt of Seller's written notice of acceptance of the statement described in this Section of the determination of the Purchase Price Adjustment. Buyer shall pay Seller an amount reflecting the Purchase Price Adjustment.

Purchase Price Adjustment. (a) As soon as reasonably practicableAt least five (5) Business Days prior to the Closing, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP All Risks (or such other registered public accounting firm of international reputation which is mutually acceptable the Sellers’ Representative) shall prepare and deliver to Parent and Purchaser a good faith estimate (reasonably satisfactory to Purchaser) (the “Accounting Expert”) to of (i) audit Working Capital as of 11:59 p.m. (Eastern time) on the Final day prior to the Closing Statement Date (“Estimated Working Capital”), (ii) Closing Indebtedness (“Estimated Closing Indebtedness”), (iii) Seller Transaction Expenses as of immediately prior to the Closing (“Estimated Seller Transaction Expenses”) and issue a report thereonlist of the Persons to which such Seller Transaction Expenses are payable and, if applicable, invoices relating thereto in form and substance reasonably satisfactory to Purchaser and wire instructions, (iv) Closing Cash (“Estimated Closing Cash”), and (iiv) certify the Bonus Pool Taxes Amount together with a calculation of the Purchase Price and reasonable supporting or underlying documentation used in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Datepreparation thereof. The Accounting Expert shall be provided reasonable access At least three (3) Business Days prior to the booksClosing, records the Companies shall deliver to Purchaser payoff letters, each in form and other relevant information substance satisfactory to Purchaser, duly executed by such Company or Company Subsidiary from whom obligations are owed and each of the Target Companiescreditors set forth on Schedule 1.04 and any other creditors for Indebtedness constituting indebtedness for borrowed money determined by Purchaser at least fourteen (14) days prior to Closing (collectively, Purchaserthe “Creditors”), Parent and their respective Representatives, setting forth: (A) the amounts required to pay off in full at the extent necessary Closing all Indebtedness owing to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives such Creditor (including the Subject Companies) tooutstanding principal, make reasonably available their respective personnel directly responsible for accrued and knowledgeable about the information to be used in, unpaid interest and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records prepayment and other relevant penalties) and wire transfer information for such payment and (B) the written commitment of each such Creditor to release all Liens, if any, which such Creditor may hold on any of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit assets of the applicable Final Companies or the Company Subsidiaries on the Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentDate.

Purchase Price Adjustment. (a) As soon At least three (3) Business Days before the Closing, the Equityholder Representative shall prepare and deliver to Buyer (i) an estimated balance sheet of the Company Entities as reasonably practicable, following each of the Closing Date, Purchaser shall prepare, or shall cause to which balance sheet will be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable without giving effect to Parent and Purchaserthe transactions contemplated herein) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of: (1) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (2) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (3) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (4) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), (5) the Estimated Closing Net Working Capital Adjustment and (6) the corresponding sum of the Estimated Closing Cash Amount plus the Estimated Closing Net Working Capital Adjustment minus the Estimated Closing Indebtedness minus the Estimated Closing Transaction Expenses (such sum, the “Estimated Price Adjustment Amount”), in writing to Parent each case (x) together with reasonable supporting documentation used by the Equityholder Representative in the preparation thereof, including the basis on which such estimates were prepared and Purchaser that such audit was conducted reasonably detailed calculations in support thereof and (y) prepared in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Dateof this Agreement. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information Exhibit 2.5-A sets forth a calculation of the Target CompaniesEstimated Closing Net Working Capital as if the Closing Date were to have occurred on November 30, Purchaser, Parent 2020 and their respective Representatives, to the extent necessary to complete its audit amounts stated therein are for illustrative purposes only. Following the delivery of the Final Estimated Closing Statement, the Equityholder Representative will reasonably and Purchaser and Parent shallin good faith consider any queries of Buyer or its representatives or any comments, and shall cause their Representatives (including if any, with respect to the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about computation of any of the information to be used in, and reasonably necessary for items set forth in the preparation of, such Final Estimated Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access prior to the booksClosing; provided that any related dispute shall not delay or prevent the Closing and unless the Equityholder Representative and Buyer otherwise agree, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used amounts set forth in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Estimated Closing Statement shall be final and binding and used for the purpose of Closing (it being understood that Buyer shall not be used prejudiced in determining raising, or lose any right to raise, any issues, objections, changes or judgments in its calculations following the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentClosing).

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each No less than five Business Days prior to the Closing Date, Seller shall deliver to Purchaser an unaudited balance sheet of the Company and its Subsidiaries based on the prior month’s ending balance sheet (the “Estimated Closing Date Balance Sheet”), together with Seller’s good faith estimation of the Net Equity as of the anticipated Closing Date (the “Estimated Net Equity”). If, during Seller’s preparation of the Estimated Closing Date Balance Sheet, Seller determines that the Estimated Net Equity is reasonably likely to exceed the Target Net Equity by more than $5,000,000 without giving effect to any cash that has not been distributed out of the Company as a result of any paid up capital issues or restrictions, Seller shall preparedeliver, or shall cause no less than ten Business Days prior to be preparedthe Closing Date, to Purchaser a Final draft of the Estimated Closing Statement for each Target Business Segment that is the subject of such Closing Date Balance Sheet and a certificate draft of the chief financial officer directly overseeing calculation of the Target Companies comprising Estimated Net Equity, together with such Target Business Segment certifying documents, schedules, analyses, working papers and other materials used by Seller in its preparation of the Estimated Closing Date Balance Sheet and the Estimated Net Equity, and shall cooperate with Purchaser in its review thereof. To the extent that a draft of the Final Estimated Closing Statement was Date Balance Sheet is delivered to Purchaser pursuant to the immediately preceding sentence, in determining such estimates, Seller shall consider in good faith any comments or concerns raised by Purchaser in connection with the draft Estimated Closing Date Balance Sheet and the draft of the calculation of the Estimated Net Equity. The Estimated Closing Date Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with the Agreed Accounting Principles preparation of the Financial Statements as set forth in Section 2.3(a) of the Seller Disclosure Schedule and engage Deloitte and Touche LLP (or such other registered public accounting firm the Estimated Net Equity shall be calculated using the procedures set forth in Section 2.3(a) of international reputation which is mutually acceptable the Seller Disclosure Schedule. The amount to Parent and Purchaser) be paid on the Closing Date (the “Accounting ExpertEstimated Purchase Price”) will be equal to the Purchase Price (i) audit plus the Final Closing Statement and issue a report thereon, and amount by which the Estimated Net Equity exceeds the Target Net Equity or (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with minus the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of amount by which the Target Companies, Purchaser, Parent and their respective Representatives, to Net Equity exceeds the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentEstimated Net Equity.

Purchase Price Adjustment. Within ten (10) business days after the Closing Date, Buyer shall deliver to Dxxx a report showing the Closing Balance Sheet and the calculation of the Actual Cash Purchase Price. After receipt of such report and for a period of up to ten (10) business days thereafter, Dxxx and/or Dana’s accountants shall be afforded the opportunity to review Buyer’s report, and Buyer shall make available to Dxxx and Dana’s accountants all working papers, data, and other related information requested by Dxxx and Dana’s accountants. If, within ten (10) business days after such review, Buyer and Dxxx cannot agree on the report, then unless otherwise agreed, the Parties shall submit the dispute for resolution as provided below. If (a) As soon the Estimated Cash Purchase Price is greater than (b) the Actual Cash Purchase Price, then Dxxx shall pay the difference of (a) minus (b) to the Buyer; however, if (a) the Estimated Cash Purchase Price is less than (b) the Actual Cash Purchase Price, then the Buyer shall pay the difference of (b) minus (a) to Dxxx (the amount of such difference in either case shall be referred to as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject “Purchase Price Adjustment”) within ten (10) business days after delivery of such Closing Balance Sheet. The Purchase Price Adjustment will be conclusive and a certificate binding on the Parties unless Dxxx notifies Buyer in writing that Dxxx objects to the Closing Balance Sheet and the basis of such objection within ten (10) business days after (x) the delivery of such Closing Balance Sheet, or (y) the resolution of the chief financial officer directly overseeing dispute, if any, whichever is later. (The “Actual Cash Purchase Price” will be calculated in the Target Companies comprising such Target Business Segment certifying same manner as the Estimated Cash Purchase Price, except that the Final Closing Statement was prepared in accordance with Balance Sheet will be substituted for the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered Estimated Closing Balance Sheet. The Actual Cash Purchase Price, plus the book value of the Assumed Liabilities, shall be referred to herein as the “Purchase Price.”) Any dispute arising under this Section shall be submitted to independent public accounting firm of international reputation which is accountants mutually acceptable to Parent Dxxx and Purchaser) (Buyer, who shall promptly resolve the “Accounting Expert”) disputed matters according to (i) audit the Final provisions of this Agreement and complete the Closing Statement Balance Sheet. Such independent public accountants shall be furnished with the Parties’ computations with respect to the matter in controversy and issue a report thereonshall have access to all working papers, data and (ii) certify in writing other information as it shall request to Parent and Purchaser that such audit was conducted enable it to determine the resolution of the disputed matters in accordance with the terms hereof, herewith. The independent public accountant shall report to Dxxx and Purchaser shall cause such report Buyer its determination as expeditiously as possible and such certificate to be produced in no event later than 120 thirty (30) days following each Closing Dateafter its acceptance of its duties hereunder. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information determination by such independent public accountants of any such dispute of the Target Companies, Purchaser, Parent Closing Balance Sheet and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement Actual Cash Purchase Price shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses on all of the Accounting Expert Parties to this Agreement. Each of Dxxx and Buyer shall be borne by Parentpay a fraction of the cost of such independent public accountants, the numerator of which is the dollar amount of the issues decided in the other Party’s favor, and the denominator of which is the dollar amount of all disputed matters.

Purchase Price Adjustment. (a) As soon At least three Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement certified by a duly authorized officer of Seller (the “Preliminary Closing Statement”) setting forth its good faith (i) estimates, together with reasonably detailed supporting documentation, of (w) the Closing Net Capital Assets as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing Adjustment Time, (x) the Target Companies comprising Closing Working Capital as of the Adjustment Time, (y) the aggregate amount of Indebtedness outstanding as of immediately prior to the Closing, and (z) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), and (ii) calculation of the Purchase Price under Section 2.02 based on such Target Business Segment certifying that estimates (the Final Closing Statement was “Estimated Purchase Price”). Such statement and the estimates and calculations contained therein shall be prepared in accordance with the Agreed Accounting Principles books and engage Deloitte records of the Company Group, this Agreement and Touche LLP the accounts and methodology set forth on Exhibit A attached hereto. Prior to the Closing, Seller shall review any comments proposed by Buyer and its Representatives with respect to the Preliminary Closing Statement and consider in good faith any appropriate changes thereto. (b) Within 90 days after the Closing Date, Buyer shall prepare and deliver, or such other registered public accounting firm cause to be prepared and delivered, to Seller a statement certified by a duly authorized officer of international reputation which is mutually acceptable to Parent and Purchaser) Buyer (the “Accounting ExpertClosing Statement”) to setting forth its good faith (i) audit determination, together with reasonably detailed supporting documentation, of the Final actual amounts of (w) the Closing Statement Net Capital Assets as of the Adjustment Time, (x) the Closing Working Capital as of the Adjustment Time, (y) the aggregate amount of Indebtedness outstanding as of immediately prior to the Closing, and issue a report thereon(z) the aggregate amount of Transaction Expenses, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information calculation of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, Purchase Price under Section 2.02 based on such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expertactual amounts. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.13

Purchase Price Adjustment. (a) As a)As soon as reasonably practicable, but in no event later than sixty (60) days following each the Closing Date, Purchaser Buyer shall prepare, or shall cause to be prepared, prepare a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate calculation of the chief financial officer directly overseeing Net Working Capital of the Target Companies comprising such Target Business Segment certifying that as of the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) Date (the “Accounting ExpertClosing Net Working Capital”). (b)During the calculation of the Closing Net Working Capital and the period of any dispute within the contemplation of this Section 2.8, Seller shall cooperate with Buyer’s and Buyer’s authorized representatives’ reasonable requests with respect to the calculation of the Closing Net Working Capital, including by providing on a timely basis all information necessary or useful in calculating the Closing Net Working Capital. (c)Buyer shall deliver a written statement of the Closing Net Working Capital (the “Closing Net Working Capital Statement”) to Seller promptly after it has been prepared. After receipt of the Closing Net Working Capital Statement, Seller shall have thirty (30) days to review the Closing Net Working Capital Statement. During such review period of the Closing Net Working Capital Statement and the period of any dispute within the contemplation of this Section 2.8, Buyer shall (i) audit provide Seller 13 and its authorized representatives reasonable access during normal business hours to all relevant books and records and employees of Buyer concerning the Final Closing Statement and issue a report thereon, Business and (ii) certify cooperate with Seller’s and Sellers’s authorized representatives’ reasonable requests with respect to the calculation of the Closing Net Working Capital, including by providing on a timely basis all information necessary or useful in writing their review of the Closing Net Working Capital Statement. Unless Seller delivers written notice to Parent Buyer on or prior to the thirtieth (30th) day after Seller’s receipt of the Closing Net Working Capital Statement specifying in reasonable detail the amount, nature and Purchaser basis of all disputed items, Seller shall be deemed to have accepted and agreed to the calculation of the Closing Net Working Capital. If Seller timely notifies Buyer of its objection to the calculation of the Closing Net Working Capital, Buyer and Seller shall, within sixty (60) days (or such longer period as the parties may agree in writing) following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d)If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants (the “Neutral Auditors”) selected by Seller and Buyer within ten (10) days after the expiration of the Resolution Period. If Seller and Buyer are unable to agree on the Neutral Auditors, then each of Seller and Buyer shall have the right to request the office of the American Arbitration Association to appoint the Neutral Auditors, which Neutral Auditors shall not have had a material relationship with Seller, Buyer or any of their respective Affiliates within the past two (2) years. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter, including customary indemnities. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne pro rata as between Seller and Buyer in proportion to the allocation of the dollar amount of the amounts remaining in dispute between Seller and Buyer made by the Neutral Auditors such that such audit was conducted the prevailing party pays the lesser proportion of the fees and expenses. The Neutral Auditors shall act as an arbitrator to determine, based solely on the provisions of this Agreement and the presentations by Seller and Buyer, and not by independent review, only those issues still in dispute. The Neutral Auditors' determination shall be made within thirty (30) days of their selection, shall be set forth in a written statement delivered to Seller and Buyer, shall be within the range of values assigned to each disputed item in the Closing Working Capital Statement and any notice of dispute delivered by Seller, and shall be deemed a final, binding and conclusive arbitration award. A judgment of a court of competent jurisdiction may be entered upon the Neutral Auditors’ determination. The term “Final Closing Net Working Capital” shall mean the definitive Closing Net Working Capital agreed to (or deemed to be agreed to) by Buyer and Seller in accordance with Section 2.8(c) or resulting from the terms hereofdeterminations made by the Neutral Auditors in accordance with this Section 2.8(d) (in addition to those items theretofor agreed to by Seller and Buyer), in each case, which shall be final, binding upon, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Datenon-appealable by, the parties. The Accounting Expert (e)The Purchase Price shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, (i) increased dollar for dollar to the extent necessary to complete its audit of the Final Closing StatementNet Working Capital is greater than the Target Net Working Capital, and Purchaser and Parent shall, and shall cause their Representatives or (including the Subject Companiesii) to, make reasonably available their respective personnel directly responsible decreased dollar for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access dollar to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in extent the Final Closing Statement in order Net Working Capital is less than the Target Net Working Capital. Any adjustments to respond the Purchase Price made pursuant to inquiries made this Section 2.8(e) shall be paid by Parent. The wire transfer of immediately available funds to the account specified by Seller, if Seller is owed payment, or by Buyer, if Buyer is owed payment, within five (5) business days after the Final Closing Statement shall be final Net Working Capital is agreed to by Buyer and binding and shall be used in determining Seller or any remaining disputed items are ultimately determined by the Adjustment Amount, absent manifest errorNeutral Auditors. The fees and expenses of the Accounting Expert shall be borne by Parent.Section 2.9

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each At least three (3) Business Days prior to the Closing Date, Purchaser Horizon shall prepare, or shall cause to be prepared, and Horizon shall deliver to Pasha Parent a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) statement (the “Accounting ExpertPreliminary Closing Statement”) to setting forth (i) audit a good-faith estimate of (A) Net Working Capital (“Estimated Net Working Capital”), (B) Hawaii Capital Expenditures (“Estimated Hawaii Capital Expenditures”), (C) Excess Out of Class Defect Cost (the Final “Estimated Excess Out of Class Defect Cost”), (D) Non-Ordinary Course Expenses and Liabilities (the “Estimated Non-Ordinary Course Expenses and Liabilities”), and (E) Paid Non-Ordinary Course Liabilities (the “Estimated Paid Non-Ordinary Course Expenses and Liabilities”), each determined as of the Closing Date, based on Horizon’s books and records and other information available at the Closing, (ii) the Additional Closing Payment Amount, (iii) an estimate of Transaction AMT (the “Estimated Transaction AMT”) and (iv) on the basis of the foregoing, a calculation of the Estimated Purchase Price. An illustrative example of a Preliminary Closing Statement and issue a report thereoncalculation of Net Working Capital, Hawaii Capital Expenditures, Excess Out of Class Defect Cost, Non-Ordinary Course Expenses and Liabilities, Paid Non-Ordinary Course Expenses and Liabilities, Additional Closing Payment Amount, Estimated Transaction AMT and Estimated Purchase Price is set forth as Exhibit B (ii) certify in writing to Parent the “Sample Statement”). Estimated Net Working Capital, Estimated Hawaii Capital Expenditures, Estimated Excess Out of Class Defect Cost, Estimated Non-Ordinary Course Expenses and Purchaser that such audit was conducted in accordance with the terms hereof, Liabilities and Purchaser shall cause such report Estimated Paid Non-Ordinary Course Expenses and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert Liabilities shall be provided reasonable access calculated on a basis consistent with Schedule 1.4(a), the Sample Statement and the Applicable Accounting Principles. Prior to the booksClosing, records Horizon and other relevant information Pasha Parent in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the Target Companies, Purchaser, Parent and their respective Representatives, to items in the extent necessary to complete its audit of the Final Preliminary Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each On the business day immediately preceding the Closing Date, Purchaser Seller shall prepareprepare and deliver to PRGI, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject an estimated cash flow statement of such Closing and a certificate total cash received by Seller in respect of the chief financial officer directly overseeing Business less total cash disbursements for the Target Companies comprising such Target Business Segment certifying that period from and including the Final Effective Date to and including the day immediately preceding the Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) Date (the “Accounting Expert”) "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) audit the Final Closing Statement and issue a report thereonamount, if any, by which disbursements to Owners during said period exceed the amount of any cash or cash equivalents in the Business as of the close of business on August 31, 1998 and (ii) certify any amounts paid during the period from and including the Effective Date to and including the Closing Date in writing respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate Business to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly relating ed to the booksBusiness to be acquired by PRGI pursuant hereto), records and other relevant information (D) commissions payable as of the Target Companies, Purchaser, Parent and their respective Representatives, Effective Date in respect of accounts receivable collected by Seller prior to the extent necessary Effective Date; (E) all amounts owed to complete its audit any Owners under the Principal Agreement or otherwise (except for advances by Owners used to pay normal trade payables of Seller directly relating to the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Business to be used in, and reasonably necessary for acquired by PRGI incurred on or after the preparation of, such Final Closing Statement and in order Effective Date or advances made to respond to inquiries made by Associates or Employees on or after the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing StatementEffective Date), and Purchaser and Parent shall, and shall cause their Representatives (including F) all amounts owed to Persons other than Owners (except for normal trade payables directly relating to the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Business to be used acquired by PRGI pursuant hereto incurred in the Final Closing Statement in order ordinary course of business) (collectively, the "Interim Period Reimbursable Liabilities," which, together with the Interim Period Cash Flow, is referred to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining herein as the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent"Reimbursable Cash").

Purchase Price Adjustment. (ai) As soon as reasonably practicable, following each Within ninety (90) days after the Closing Date, Purchaser Parent shall preparedeliver to the Stockholder Representatives a statement (the “Closing Statement”) setting forth the Company’s calculation of Closing Indebtedness and Transaction Fees, in each case as of 11:59 PM New York City time on the Business Day immediately prior to the Closing. During the thirty (30) days immediately following the Stockholder Representatives’ receipt of the Closing Statement (the “Closing Statement Review Period”), the Stockholder Representatives and their representatives shall be permitted reasonable access during normal business hours to review the Company’s working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of Closing Indebtedness and Transaction Fees therein, as well as the relevant books and records of the Company; provided, however, that the independent accountants of the Company shall not be obligated to make any working papers available to the Stockholder Representatives unless and until the Stockholder Representatives have signed customary confidentiality and hold harmless agreements relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. The Stockholder Representatives shall notify Parent in writing (the “Notice of Closing Statement Disagreement”) prior to the expiration of the Closing Statement Review Period if the Stockholder Representatives disagree with the Closing Statement or the Closing Indebtedness or Transaction Fees set forth therein. The Notice of Closing Statement Disagreement shall set forth in reasonable detail the basis for such disagreement, the amounts involved and the Stockholder Representatives’ determination of the Closing Indebtedness and Transaction Fees, in each case as of 11:59 PM New York City time on the Business Day immediately prior to the Closing. During the thirty (30) days immediately following the delivery of a Notice of Closing Statement Disagreement, the Stockholder Representatives and Parent shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Closing Statement Disagreement. If no Notice of Closing Statement Disagreement is received by Parent on or prior to the expiration date of the Closing Statement Review Period, then the Closing Statement and the Closing Indebtedness and Transaction Fees set forth in the Closing Statement shall be deemed to have been accepted by the Stockholder Representatives and shall become final and binding upon the Stockholder Representatives, the Consideration Recipients, the Company and Parent. Additionally, all items in the Closing Statement or the Closing Indebtedness or Transaction Fees set forth therein not so disputed in the Notice of Closing Statement Disagreement shall become final and binding upon the Stockholder Representatives, the Consideration Recipients, the Company and Parent. If the parties cannot agree on the Closing Indebtedness and Transaction Fees within such thirty (30)-day period, the Closing Indebtedness and/or Transaction Fees, in each case solely to the extent not agreed between Parent and the Stockholder Representatives, shall be determined by Ernst & Young LLP (the “Independent Accountant”). The Stockholder Representatives and Parent shall furnish the Independent Accountant with a statement setting forth the items from the Notice of Closing Statement Disagreement which are still in dispute (the “Independent Accountant Dispute Notice”). In the event that Ernst & Young LLP refuses or is otherwise unable to act as the Independent Accountant, the Stockholder Representatives and Parent shall cooperate in good faith to appoint an independent certified public accounting firm in the United States of national recognition mutually agreeable to the Stockholder Representatives and Parent, in which event “Independent Accountant” shall mean such firm. Within thirty (30) days after the submission of such matters to the Independent Accountant, or shall cause to be preparedas soon as practicable thereafter, the Independent Accountant, acting as an expert and not as an arbitrator, will make a Final final determination, binding on the Stockholder Representatives and Parent, of the appropriate amount of each of the line items in the Closing Statement for as to which there is disagreement as specified in the Independent Accountant Dispute Notice. With respect to each Target Business Segment that is the subject of disputed line item, such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared determination, if not in accordance with the Agreed Accounting Principles position of either the Stockholder Representatives or Parent, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Parent in the Closing Statement or the Stockholder Representatives in the Notice of Closing Statement Disagreement with respect to such disputed line item. For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Independent Accountant Dispute Notice that are in dispute. The amounts of Closing Indebtedness and engage Deloitte Transaction Fees, in each case as of 11:59 PM New York City time on the Business Day immediately prior to the Closing, that are final and Touche LLP binding on the Stockholder Representatives and Parent, as determined either through agreement of the Stockholder Representatives and Parent (deemed or such other registered public accounting firm otherwise) or through the determination of international reputation which the Independent Accountant pursuant to this Section 1.04(g)(i) is mutually acceptable referred to herein as the “Final Closing Indebtedness Amount” and “Final Transaction Fees Amount”, respectively. During the review by the Independent Accountant, Parent and Purchaser) (the “Accounting Expert”) Stockholder Representatives shall each make available to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that Independent Accountant such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report individuals and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the information, books, records and other relevant information of the Target Companiesworking papers, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested reasonably required by the Accounting Expert. Independent Accountant to fulfill its obligations under this Section 1.04(g)(i); provided, however, that the independent accountants of Parent or the Stockholder Representatives shall not be provided reasonable obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent in form and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make substance reasonably available their respective personnel directly responsible for and knowledgeable about the information acceptable to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest errorsuch independent accountants. The fees and expenses disbursements of the Accounting Expert Independent Accountant shall be borne by Parentthe Stockholder Representatives and Parent in inverse proportion as they may prevail on matters resolved by the Independent Accountant, which proportionate allocations shall also be determined by the Independent Accountant at the time the determination of the Independent Accountant is rendered on the merits of the matters submitted. For the avoidance of doubt and solely as an illustration of the methodology set forth in the preceding sentence, if (i) the Notice of Closing Statement Disagreement assigns values to the disputed matters such that the calculation of Closing Indebtedness as of 11:59 PM New York City time on the Business Day immediately prior to the Closing set forth in the Closing Statement would be decreased by $1,000,000, (ii) Parent maintains that the Closing Indebtedness as of 11:59 PM New York City time on the Business Day immediately prior to the Closing set forth in the Closing Statement is correct and (iii) the Independent Accountant’s final resolution of the disputed items in accordance with this Section 1.04(g) is that the Closing Indebtedness as of 11:59 PM New York City time on the Business Day immediately prior to the Closing is decreased from the amount set forth in the Closing Statement by $600,000 (i.e., 60% of the amount in dispute is resolved in favor of the Stockholder Representatives), then the Stockholder Representatives shall be responsible for 40% of the cost of the Independent Accountant and Parent shall be responsible for 60% of the cost of the Independent Accountant. For the avoidance of doubt, Transaction Fees as of 11:59 PM New York City time on the Business Day immediately prior to the Closing will include for all purposes under this Agreement all amounts that would be Transaction Fees if the Closing were deemed to have occurred at such time.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each For the purposes of payments of the Purchase Price to be made on the Closing Date, Purchaser the parties will calculate Net Value utilizing the Company's balance sheet as of March 31, 1995 as set forth on Schedule 1.2.1. The parties hereby agree that the Net Value is $1,159,228 and the aggregate Purchase Price for the purposes of Closing payments is $1,872,626. The Purchase Price will be finally determined based upon a Closing Date Balance Sheet (as hereinafter defined) and adjusted accordingly (the "Purchase Price Adjustment") in the same manner as set forth on Schedule 1.2.1. Within thirty (30) days after Closing, Sellers shall prepare, or shall cause deliver a Closing Date Balance Sheet to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate LMI as of the chief financial officer directly overseeing close of business on the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was Date prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public generally accepted accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) principles (the “Accounting Expert”"Closing Date Balance Sheet") and a Net Value based thereon. LMI shall have the right to (i) audit the Final Closing Statement Date Balance Sheet and shall have thirty (30) days from the date of receipt of the Closing Date Balance Sheet within which to notify Sellers of any objections to the Closing Date Balance Sheet or the Net Value. If LMI fails to notify Sellers of any such objections, the Net Value shall be deemed to have been finally determined. If LMI timely notifies Sellers of objections to the Closing Date Balance Sheet or the Net Value, LMI and the Sellers will endeavor to resolve such objections. If LMI and Sellers are unable to resolve such objections within fifteen (15) days, either party may submit the issue a report thereonto arbitration under the rules of the American Arbitration Association, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement any award thereunder shall be final and binding upon the parties in accordance with Section 9.2 hereof. The Parties will share the expense of such arbitration equally. Once the Net Value is finally determined, Sellers will promptly remit to LMI any overpayment if the parties determine that the Sellers were overpaid at Closing and LMI shall promptly pay to Sellers any increase if the parties determine that the Sellers were underpaid at Closing. Any downward adjustment in the Purchase Price shall be used paid by Sellers in determining the Adjustment Amount, absent manifest errorfirst instance with the surrender of Preferred Stock at a rate of $3.00 per share. The fees and expenses portion of the Accounting Expert Purchase Price escrowed at Closing in accordance with Section 1.3.1 shall be borne by Parentreleased pursuant to such Purchase Price Adjustment.

Purchase Price Adjustment. Prior to the Closing, Seller shall deliver to Buyer the Net Working Capital Balance Certificate. To the extent the Net Working Capital Balance Certificate shows that there exists any Excess Net Working Capital, such Excess Net Working Capital shall be paid by Buyer into the Escrow Account (a) As soon as reasonably practicableup to and including the amount of $200,000 with any remaining additional balance, following each Closing Dateif any, Purchaser shall prepare, or shall cause to be preparedpaid into the Escrow Account as accounts receivable are realized). Within twenty (20) days after the Closing, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable Buyer shall present to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonSeller proposed adjustments, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representativesif any, to the extent necessary Closing Net Working Capital reflected on the Net Working Capital Balance Certificate. Buyer and Seller shall have ten (10) days to complete its audit resolve any disagreements over such proposed adjustments. If Buyer and Seller are unable to agree on such adjustments, Buyer and Seller shall jointly select an independent certified public accountant (the "Independent Accountant") who will promptly review this Agreement and the disputed items or amounts for the purpose of calculating the Final final Closing StatementNet Working Capital. In making such calculation, and Purchaser and Parent the Independent Accountant shall consider only those items or amounts on the Net Working Capital Balance Certificate that have been adjusted by Buyer. Such Independent Accountant shall, as promptly as practicable but in any event within ten (10) days, deliver to Buyer and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, Seller a report setting forth such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expertcalculation. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement Such report shall be final and binding upon Buyer and shall be used in determining the Adjustment Amount, absent manifest errorSeller. The fees cost of such review and expenses of the Accounting Expert report shall be borne by ParentBuyer and Seller equally, and the Seller shall not distribute any portion of the Cash Consideration until a final determination of the Closing Net Working Capital has been made and agreed upon by the Buyer and the Seller. To the extent the final Closing Net Working Capital (after adjustments) exceeds $105,000.00, the amount of any such excess, including any amounts held in the Escrow Account and any interest thereon, shall be added to the Cash Consideration and paid by Buyer to Seller within five (5) days of the determination of the final Closing Net Working Capital (after adjustments whether by agreement of the parties or by the Independent Accountant). To the extent the final Closing Net Working Capital (after adjustments) is below $105,000.00, the Seller shall remit to the Buyer the amount of the Net Working Capital Difference from the Cash Consideration.

Purchase Price Adjustment. (a) As soon as reasonably practicableEstimates. At least two (2) Business Days prior to Closing, following each Closing DateSeller shall deliver to Buyer a statement in the format of, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing consistent with and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte the example set forth in, Exhibit B and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) in accordance with this Agreement (the “Accounting ExpertEstimated Closing Statement”) to ), setting forth a reasonably detailed determination of Seller’s good faith estimate of (i) audit the Final Closing Statement and issue a report thereonNet Working Capital as of the Measurement Time (the “Estimated Net Working Capital”), and together with reasonably detailed supporting information, (ii) certify in writing to Parent the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital (the “Estimated Net Working Capital Excess”), (iii) the amount, if any, by which the Target Net Working Capital exceeds Estimated Net Working Capital (the “Estimated Net Working Capital Deficiency”), (iv) the estimated amount of Cash on Hand as of the Measurement Time (“Estimated Closing Cash”), (v) the Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”), (vi) the Company Indebtedness (the “Estimated Company Indebtedness”) and Purchaser that such audit was conducted (vii) the resulting Initial Purchase Price calculated in accordance with Section 2.2(a) (Purchase Price) using the terms hereofforegoing amounts as inputs; provided, and Purchaser however, that any Estimated Seller Transaction Expense or Estimated Company Indebtedness that has been taken into account in the calculation of Estimated Closing Cash shall cause such report and such certificate to not be produced no later than 120 days following each Closing Datedouble counted. The Accounting Expert Initial Purchase Price shall be provided reasonable access adjusted after Closing pursuant to the books, records and other relevant information Section 2.3(b) (Post-Closing Purchase Price Reconciliation). Following delivery of the Target Companies, Purchaser, Parent and their respective RepresentativesEstimated Closing Statement, to the extent necessary reasonably requested by Xxxxx, Seller shall make available to complete its audit of Buyer supporting documentation used in preparing the Final Estimated Closing Statement, and Purchaser and Parent shall, and . Seller shall cause their Representatives (including consider in good faith Xxxxx’s comments to the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Estimated Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access make such modifications to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert Estimated Closing Statement as Seller determines in connection good faith are necessary to achieve conformity with the preparation and audit requirements of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentthis Agreement.

Purchase Price Adjustment. (a) Determination of Net Worth. As used herein, the "Net Worth" of -------------------------- --------- the Company as of any particular date shall mean an amount equal to the tangible net worth of the Company and its consolidated Subsidiaries determined by subtracting total liabilities of the Company and its consolidated Subsidiaries as at such date from the total tangible assets of the Company and its consolidated Subsidiaries as at such date, in each case as shown on the balance sheet of the Company as at such date; provided, however, that for the purposes -------- ------- of the Preliminary Closing Balance Sheet and Audited Closing Balance Sheet, Net Worth shall be calculated for the period from December 31, 1997 to the Closing Date, using the depreciation methods set forth on Schedule 1.2(b). --------------- (b) Preparation of Closing Adjusted Net Worth Schedule. As soon as reasonably -------------------------------------------------- practicable, following each the Sellers or their designee shall prepare (based on data and financial statements supplied by the Company) on a basis consistent with the preparation of the Balance Sheet (as defined in Section 4.4) and as contemplated by Schedule 1.2(b), and deliver to the Buyer and PricewaterhouseCoopers LLP, a --------------- consolidated balance sheet of the Company as of the close of business on the Closing Date (the "Preliminary Closing Balance Sheet"). The Sellers shall cause --------------------------------- the Preliminary Closing Balance Sheet to be audited by PricewaterhouseCoopers LLP (the "Audited Closing Balance Sheet") which firm shall deliver an opinion ----------------------------- stating that the Audited Closing Balance Sheet presents fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries at the Closing Date in accordance with GAAP applied on a basis consistent with the Balance Sheet. The Preliminary Closing Balance Sheet and the Audited Closing Balance Sheet shall (i) not include (x) the assets of the Company or any Subsidiary and the liabilities relating thereto set forth in Schedule 1.2(b) --------------- (the "Excluded Assets and Liabilities"), (y) any expenses, amounts or ------------------------------- prepayment penalties incurred in connection with the prepayment or repayment of any indebtedness of the Company or any Subsidiary at Closing except for any such prepayment penalties in excess of $18,750 in the aggregate and (z) any amount the Buyer is obligated to pay pursuant to this Agreement (other than amounts referred to in clause (ii) below) or any amount the Sellers are obligated to pay pursuant to Section 6.4 and (ii) include the principal amount of and interest due on all indebtedness of the Company or any of its Subsidiaries as of the Closing Date (whether or not such amounts are repaid by the Buyer on such date). The Audited Closing Balance Sheet shall include a schedule (the "Closing ------- Adjusted Net Worth Schedule"), prepared by PricewaterhouseCoopers LLP, --------------------------- calculating the Net Worth of the Company and its consolidated Subsidiaries as of the close of business on the Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared as adjusted in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm provisions of international reputation which is mutually acceptable to Parent and PurchaserSchedule 1.2(a) (as so adjusted and as set forth on the “Accounting Expert”) Closing --------------- Adjusted Net Worth Schedule, the "Closing Adjusted Net Worth"). The Audited -------------------------- Closing Balance Sheet and the Closing Adjusted Net Worth Schedule shall be provided by the Sellers to (i) audit the Final Closing Statement Buyer promptly upon the availability thereof and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 any event within 75 days following each the Closing Date. The Accounting Expert shall be provided reasonable Buyer will (and will cause the Company to) provide the Sellers or their designee and PricewaterhouseCoopers LLP full access to the books, ledgers, files, reports and operating records and other relevant information of the Target Companies, Purchaser, Parent Company and their respective Representatives, to the extent necessary to complete its audit then current employees of the Final Closing Statement, Company and Purchaser and Parent shall, and shall cause their Representatives (including will fully cooperate in the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the Sellers' preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target CompaniesPreliminary Closing Balance Sheet, Purchaser, and their respective Representatives (including the working papers of Parent Audited Closing Balance Sheet and the Accounting Expert Closing Adjusted Net Worth Schedule. The fees and expenses incurred in connection with the preparation and audit of the applicable Final Preliminary Closing Statement)Balance Sheet, the Audited Closing Balance Sheet and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement Adjusted Net Worth Schedule shall be final and binding and shall be used in determining paid by the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentSellers.

Purchase Price Adjustment. The Cash Payment amount due at Closing or any other amount otherwise due Sellers hereunder shall be adjusted downward if the Company's "Net Current Asset Value" (aas defined herein) As soon as reasonably practicableof the Closing Date is less than the Company's average Net Current Asset Value for the three (3) month period ending March 31, 2005. For this purpose, the term "Net Current Asset Value" means the book value of the Company's current assets as of the applicable measurement date minus the Company's current liabilities as of the same date, each of which shall be determined in accordance with GAAP. Within ninety (90) days following each the Closing, Buyer shall provide Sellers with a Schedule prepared by Buyer in good faith showing (i) the Net Current Asset Value as of the Closing Date, Purchaser shall prepare(ii) the average Net Current Asset Value for the three month period ended March 31, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon2005, and (iiiii) certify an estimate of the amount of the adjustment to the Purchase Price, if any ("Buyer's Adjustment Schedule"). In order for Buyer to prepare its Buyer's Adjustment Schedule, the Sellers shall provide Buyer a copy of the Company's April 2005 financial statements on or before May 31, 2005. Unless Sellers shall provide Buyer with written objection to the Buyer's Adjustment Schedule within thirty (30) days following Sellers' receipt thereof, the Buyer's Adjustment Schedule shall become final, binding and conclusive upon the parties for purposes of this Agreement and Buyer shall be entitled to have the Purchase Price adjustment amount reflected in writing the Buyer's Adjustment Schedule released to Parent and Purchaser that such audit was conducted in accordance with Buyer from the terms hereofEscrow Amount or otherwise. If Sellers timely provide said objection to the Buyer's Adjustment Schedule, and Purchaser shall cause such report and such certificate the parties are unable to be produced no later than 120 reach a mutual agreement as to the Purchase Price adjustment amount within a period of thirty (30) days following each Closing Date. The Accounting Expert such objection by Sellers, then within seven (7) days thereafter, the calculation of the Purchase Price adjustment shall be provided reasonable access submitted to an independent certified public accountant mutually selected, in writing, by the parties for such purpose ("Independent Accountant"). Each party shall thereupon furnish to the books, records Independent Accountant such work papers and other relevant documents and information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting ExpertIndependent Accountant. Parent The Independent Accountant shall determine the Purchase Price adjustment within thirty (30) days following the date of its appointment, which determination shall be provided reasonable access to the booksfinal, records and other relevant information of the Target Companies, Purchaserbinding, and their respective Representatives (including conclusive upon the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parentparties. The Final Closing Statement parties shall be final and binding and shall be used in determining the Adjustment Amountbear all costs, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentIndependent Accountant equally.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Estimated Closing Statement. Parent shall prepare in good faith and shall provide to Buyer no later than three (3) Business Days prior to the Closing Date, Purchaser a written statement (the “Estimated Closing Statement”), together with reasonably detailed supporting information, setting forth Parent’s good faith estimates of (i) the aggregate amount of all Indebtedness outstanding and unpaid as of the Closing (the “Estimated Closing Indebtedness”), including a breakdown of the amount and obligee with respect to each item of Indebtedness; (ii) the aggregate amount of all Transaction Expenses outstanding and unpaid as of the Closing (the “Estimated Transaction Expenses”), including a breakdown of the amount and obligee with respect to each Transaction Expense; (iii) the aggregate amount of all Pass Card Liabilities as of the Closing (the “Estimated Pass Card Liability Amount”); (iv) the aggregate amount of all Film Equipment Expenses unpaid (whether or not then due and payable) as of the Closing (the “Estimated Film Equipment Expenses”), including a breakdown of the amount and obligee with respect to each Film Equipment Expense; (v) the aggregate amount of all New Theatre Development Expenses (the “Estimated New Theatre Development Expenses”); (vi) the Concession Inventory Amount as of the Closing (the “Estimated Concession Inventory Amount”); (vii) the aggregate amount of all Repair Amounts as of the Closing (the “Estimated Repair Amounts”); (viii) the aggregate amount of all NCM Buyout Obligations (the “Estimated NCM Buyout Amount”), provided that the Estimated NCM Buyout Amount shall prepare, or shall cause to not exceed (but may be preparedless than) the NCM Buyout Obligation Cap; and (ix) based on clauses (i) through (viii), a Final calculation of the resulting Estimated Cash Purchase Price. The Estimated Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was shall be prepared in accordance with the Agreed applicable Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable Principles. Prior to Closing, Parent and Purchaser) (shall consider in good faith any proposed changes to the “Accounting Expert”) to (i) audit the Final Estimated Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made proposed by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentBuyer.

Purchase Price Adjustment. (a) As soon as reasonably practicable, Within 90 days following each the Closing Date, Purchaser Buyer shall prepare, or shall cause deliver to be prepared, Parent a Final Closing Statement for each final adjustments spreadsheet showing Buyer’s good faith calculation of unpaid Target Business Segment that is the subject of such Closing and a certificate Transaction Expenses as of the chief financial officer directly overseeing Closing, Target Debt, Net Working Capital (including reasonably detailed work papers that support the Target Companies comprising such Target Business Segment certifying that Net Working Capital calculation, and the Final resultant Working Capital Surplus or Working Capital Shortfall), and Closing Statement was Cash, in each case, prepared using the same basis and methodologies and in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be same principles used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit calculations set forth in the Initial Adjustments Spreadsheet (the “Final Adjustments Spreadsheet”). If Parent objects to all or part of the applicable Final Closing StatementAdjustments Spreadsheet as delivered by Buyer, Parent must deliver written notice of such objections (the “Objection Notice”) to Buyer not more than 45 days after the date Parent receives such Final Adjustments Spreadsheet from Buyer. Any Objection Notice shall specify, in reasonable detail, the nature and amount of any and all items in dispute, the amounts of any proposed adjustments and the basis for Parent’s proposed adjustments. If Parent does not deliver an Objection Notice to Buyer within such 45-day period, Parent shall be deemed to have accepted the Final Adjustments Spreadsheet delivered by the Buyer. If Parent delivers an Objection Notice to Buyer within such 45-day period, Buyer and Parent shall use commercially reasonable efforts to resolve all objections relating to the Final Adjustments Spreadsheet. If Buyer and Parent do not reach a final resolution of all such objections within 30 days after delivery of all objections in accordance with this Section 2.5(a), and Purchaser Buyer and Parent shallshall submit all unresolved objections to an “Independent Accountant,” to be mutually agreed upon between Buyer and Parent, to review and make a determination solely as to the subject matter of such disagreement. The Independent Accountant shall determine only the unresolved objections so submitted by Buyer or Parent to the Independent Accountant, and shall cause their Representatives (including the Subject Companies) to, not make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used an independent review of all items included in the Final Closing Statement Adjustments Spreadsheet. Any documents submitted by a party to the Independent Accountant, either unilaterally or at the Independent Accountant’s request, shall be simultaneously submitted to the other party. Buyer and Parent shall provide all such documents and records as the Independent Accountant shall reasonably request to be furnished. The determination of the Independent Accountant shall be set forth in order to respond to inquiries made by Parentwriting and shall be conclusive and binding. The Final Closing Statement Adjustments Spreadsheet shall be final revised by Buyer and binding Parent reflecting the numbers established in the resolution of any such objections between the parties or by the Independent Accountant in accordance with this Section 2.5(a). Buyer and its advisors shall be used make available to Parent and its advisors from the time the Final Adjustments Spreadsheet is delivered to Parent until the Final Purchase Price is determined, and to the Independent Accountant in determining the Adjustment Amountevent any unresolved objections to the Final Adjustments Spreadsheet are submitted to the Independent Accountant any supporting documentation, absent manifest error. The fees information and expenses of calculations reasonably requested by Parent and/or the Accounting Expert shall be borne by ParentIndependent Accountant, as applicable.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each practicable but within thirty (30) days after the Closing Date, Purchaser shall preparethe Sellers, or at their own expense, shall cause Xxxxxx X. Xxxxx, an independent certified public accountant, to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate prepare combined balance sheets of the chief financial officer directly overseeing Companies immediately prior to the Target Effective Time (the "Effective Time Balance Sheet") setting forth the tangible net worth of the Companies comprising such Target Business Segment certifying that using accrual accounting and in conformance with generally accepted accounting principles (the Final Closing Statement was prepared in accordance "Tangible Net Worth"). A copy of the Effective Time Balance Sheet shall be promptly furnished to the Buyer. If the Buyer disagrees with the Agreed Accounting Principles and Tangible Net Worth, the Buyer shall engage Deloitte and Touche LLP (or such other registered an independent public accounting firm, at its expense, to audit the Effective Time Balance Sheet and deliver a certified written report to the Seller confirming the Tangible Net Worth ("Audited Tangible Net Worth"). If the Seller fails to notify the Buyer within fifteen (15) days after receiving the report from the accounting firm selected by the Buyer, such report shall be deemed accepted for purposes of international reputation which calculating Tangible Net Worth. If the Seller should so notify the Buyer of a dispute concerning Audited Tangible Net Worth, the Buyer shall then engage another big-five independent accounting firm that is mutually acceptable to Parent the Buyer and Purchaser) (the “Accounting Expert”) Seller to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that resolve such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report dispute and such certificate to be produced no later than 120 days following each Closing Datefirm shall notify the Buyer and the Seller of its resolution of such dispute within two weeks of its engagement by the Buyer. The Accounting Expert cost of services provided by such big-five accounting firm shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made borne equally by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent Buyer and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by ParentSeller. The Final Closing Statement Any such resolution shall be final and binding and on all parties hereto for the purposes of calculating Tangible Net Worth. In the event the Tangible Net Worth is less than $1,705,000, the Sellers shall be used in determining pay such deficit portion to the Adjustment Amount, absent manifest error. The fees and expenses Buyer within thirty (30) days following the later of its determination of the Accounting Expert Tangible Net Worth, the Buyer's audit or the resolution of any dispute by such big-five accounting firm on a dollar-for-dollar basis. In the event the Tangible Net Worth is greater than $1,705,000, the Buyer shall be borne by Parent.pay the excess amount, on a dollar-for-dollar basis, to the Sellers within thirty (30) days following the later of either Xxxxxx X. Xxxxx'x determination of the Tangible Net Worth or the determination

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each At least three (3) Business Days prior to the Closing Date, Purchaser Company shall preparein good faith prepare and deliver to Buyer a written estimate of the amount of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), including any Estimated Net Working Capital Deficit or shall cause to be preparedEstimated Net Working Capital Surplus, (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (iii) the Closing Loan Indebtedness (the “Estimated Closing Loan Indebtedness”), (iv) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (v) the Estimated Purchase Price, each calculated as of the Effective Time, together with an estimated balance sheet of the Acquired Companies, on a Final consolidated basis, as of the Effective Time (the “Estimated Closing Balance Sheet”, and together with the items set forth in clauses (i) through (v), the “Estimated Closing Statement”). The Estimated Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was shall be prepared in accordance with the Agreed Company’s Accounting Principles and engage Deloitte consistent with Exhibit C, provided that in the event of any conflict between the Company’s Accounting Principles and Touche LLP Exhibit C, the Company’s Accounting Principles shall govern. At such time, the Company shall also deliver a draft of the Funds Flow Statement. As promptly as practicable but not later than one (or 1) Business Day prior to the Closing, Buyer shall identify any adjustments that it believes are required to the Estimated Closing Statement. If Shareholder Representative disputes any such other registered public accounting firm of international reputation adjustments, then Buyer and Shareholder Representative shall use reasonable best efforts to resolve such dispute, after which is mutually acceptable the Company shall re-deliver to Parent and Purchaser) (Buyer the “Accounting Expert”) to (i) audit the Final Estimated Closing Statement and issue a report thereon, Funds Flow Statement with such adjustments as the parties have agreed are appropriate. Buyer shall be entitled to rely in full on the information provided by the Company in the Estimated Closing Statement and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing DateFunds Flow Statement. The Accounting Expert Initial Purchase Price minus the Estimated Net Working Capital Deficit (if any), plus the Estimated Net Working Capital Surplus (if any), plus the Estimated Closing Cash Amount, minus the Estimated Closing Loan Indebtedness, minus the Estimated Closing Transaction Expenses shall be provided reasonable access to the books“Estimated Purchase Price.” Notwithstanding anything else in this Agreement, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Estimated Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Estimated Closing Statement Balance Sheet and in order to respond to inquiries made by turn the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information calculation of the Target Companiesamounts set forth therein shall not reflect any liabilities or assets related to actions taken on the Closing Date by Buyer or its Affiliates, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with any financing or transfer of cash into the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Acquired Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. (ai) As soon as reasonably practicable, Within sixty (60) days following each the Closing Date, Purchaser Buyer shall prepareprepare and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s calculation (together with reasonable supporting detail of each such calculation) of the Closing Cash, or shall cause to be prepared, a Closing Net Working Capital and the resulting Final Purchase Price. The Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was shall be prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP definitions in this Agreement. During the sixty (or such other registered public accounting firm 60) days immediately following Seller’s receipt of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonany period of dispute thereafter with respect to such Closing Statement, Buyer shall, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report the Company and such certificate to be produced no later than 120 days following each its Subsidiaries to, (a) assist Seller in the review of the Closing Date. The Accounting Expert shall be provided Statement and provide Seller and its Representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other relevant information documents, and the right to make copies of such books and records), supporting data, facilities and employees of the Target CompaniesCompany and its Subsidiaries for purposes of their review of the Closing Statement, Purchaserand (b) cooperate with Seller and its Representatives in connection with such review, Parent including by providing on a timely basis material other information necessary or useful in connection with the review of the Closing Statement and their respective Representativesaccess to the Company’s and its Subsidiaries’ accountants and advisors. The Closing Statement (including the Closing Cash, Closing Net Working Capital and Final Purchase Price set forth thereon) shall become final and binding upon the Parties sixty (60) days following Seller’s receipt thereof unless Seller gives written notice of its disagreement containing particulars of specific items objected to (a “Notice of Disagreement”) to Buyer prior to such date; provided that the Closing Statement shall alternatively become final and binding upon the Parties upon Seller’s delivery, prior to the expiration of such sixty (60)-day period, of written notice to Buyer of its acceptance of the Closing Statement delivered by Buyer. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted. (ii) If a timely Notice of Disagreement is delivered by Seller, then the Closing Statement (as revised in accordance with this Section 2C(ii)), and the Closing Cash, Closing Net Working Capital and Final Purchase Price set forth thereon shall become final and binding upon the Parties on the earlier of (a) the date all matters specified in the Notice of Disagreement are finally resolved in writing by Seller and Buyer and (b) the date all matters specified in the Notice of Disagreement not resolved in writing by Seller and Buyer are finally resolved in writing by a nationally recognized accounting, consulting or valuation firm (other than a so-called “Big Four” accounting firm) mutually selected by Seller and Buyer (such firm, the “Arbiter”, or absent such agreement then upon written notice to the other Party, each Party shall each have five (5) Business Days to select a nationally recognized accounting, consulting or valuation firm (other than a so-called “Big-Four” accounting firm) and such selected firms shall together select the Arbiter, and if any Party does not select a such a firm, then the firm selected by the other Party shall be the Arbiter) in accordance with this Section 2C(ii). The Closing Statement shall be revised to the extent necessary to complete its audit of the Final Closing Statement, reflect any mutual resolution in writing by Seller and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries Buyer and/or any final resolution made by the Accounting ExpertArbiter in accordance with this Section 2C(ii). During the thirty (30) days immediately following the delivery of a Notice of Disagreement, or such longer period as Seller and Buyer may agree in writing, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.all such

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each a)No later than three Business Days prior to the Closing Date, Purchaser the Seller shall prepare, or shall cause deliver to be prepared, the Buyer a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was statement prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaserthis Section 2.4(a) (the “Accounting ExpertEstimated Closing Statement”) to (i) audit the Final ). The Estimated Closing Statement shall be prepared and issue calculated in a report thereonmanner consistent with the applicable definitions contained in this Agreement, the Sample Calculation and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing DateAccounting Principles. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Estimated Closing Statement shall set forth the Seller’s good faith estimate of: (i) the Closing Working Capital (such estimate, the “Estimated Closing Working Capital”); (ii) the Closing Cash (such estimate, the “Estimated Closing Cash”); (iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”); (iv) the Closing Transaction Costs (such estimate, the “Estimated Closing Transaction Costs”); (v) the Escrow Amount (which, for the avoidance of doubt, shall not be final and binding and an estimate, but shall be used the amount set forth in this Agreement); and (vi) the resulting Closing Payment. The Estimated Closing Statement shall also include instructions that identify (A) the bank account(s) for the Seller and the amount of the Closing Payment to be paid to the Seller’s bank account(s) and (B) the bank accounts designated to facilitate direct payment by the Buyer of the Estimated Closing Indebtedness, the Estimated Closing Transaction Costs, and the Escrow Amount to the applicable payees on behalf of the Seller and the Company Entities. The Estimated Closing Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness and the Estimated Closing Transaction Costs (as set forth in the Estimated Closing Statement delivered by the Seller to the Buyer) shall be binding on the Parties for the purposes of determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentClosing Payment.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each Within 120 days after the Closing Date, the Purchaser shall prepare, or shall cause prepare and deliver to be prepared, the Shareholders Representative a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) statement (the “Accounting ExpertStatement”) setting forth in reasonable detail its calculation of the Closing Company Cash, the unpaid Transaction Expenses, the Closing Indebtedness Amount, the Net Working Capital Amount and the Net Working Capital Adjustment Amount and its resulting calculation of the Aggregate Purchase Price. The Closing Company Cash, the unpaid Transaction Expenses, the Closing Indebtedness Amount, the Net Working Capital Amount and the Net Working Capital Adjustment Amount, in each case as finally determined pursuant to this Section 1.4 are referred to herein as the “Closing Company Cash,” the “Closing Transaction Expenses,” the “Closing Indebtedness Amount,” the “Closing Net Working Capital,” and the “Closing Net Working Capital Adjustment Amount,” respectively. (ib) audit During the Final Closing 45-day period following the Shareholders Representative’s receipt of the Statement (the “Shareholders Representative Review Period”), the Shareholders Representative and its accountants shall be permitted to review the working papers of the Purchaser relating to the Statement and issue a report thereonPurchaser will provide the Shareholders Representative and its advisors reasonable access to the relevant financial records of the Company, including relevant work papers and back-up material, in each case that are relevant to the determination of the amounts set forth in the Statement (ii) certify in writing subject to Parent and Purchaser that such audit was conducted in accordance with the terms hereofexecution of customary access letters), and Purchaser shall cause such report reasonably cooperate with the Shareholders Representative to provide it with other information used in preparing the Statement reasonably requested by the Shareholders Representative. The Statement shall become final and such certificate binding upon the Selling Shareholders and the Shareholders Representative upon conclusion of the Shareholders Representative Review Period unless the Shareholders Representative gives written notice of its disagreement with the Statement a (“Notice of Disagreement”) to be produced no the Purchaser before the expiration of the Shareholders Representative Review Period. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and only include disagreements based on mathematical errors or based on the amount of the Closing Company Cash, the unpaid Transaction Expenses, the Closing Indebtedness Amount, the Net Working Capital Amount, the Net Working Capital Adjustment Amount or the resulting calculation of the Aggregate Purchase Price not being calculated in accordance with this Agreement. No later than 120 30 days following each Closing Date. The Accounting Expert shall be provided reasonable access after Purchaser’s receipt of the Notice of Disagreement, the Purchaser may (but is not required) prepare and deliver to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, Shareholders Representative a reply setting forth alternative positions with respect to the extent necessary to complete its audit issues raised in the Statement or the Notice of Disagreement (the Final Closing “Reply”). If a Notice of Disagreement is received by Purchaser within the Shareholders Representative Review Period, then the amounts set forth in the Statement, as revised and updated in accordance with this Section 1.4(b), shall become final and binding upon the Selling Shareholders, the Optionholders, the Shareholders Representative and the Purchaser on the earlier of (A) the date the Shareholders Representative and Parent shall, the Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and shall cause their Representatives accordingly update (including if applicable) the Subject Companiesamounts set forth in the Statement based on such resolutions or (B) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and date any disputed matters are finally resolved in order to respond to inquiries made writing by the Accounting ExpertFirm and the amounts set forth in the Statement are updated accordingly based on such resolutions (if applicable). During the 30-day period following the delivery of a Notice of Disagreement (the “Negotiation Period”), the Shareholders Representative and the Purchaser shall cause the Subject Companies negotiate in good faith to prepare and deliver customary management representation letters as resolve in writing any differences that they may be requested by the Accounting Expert. Parent shall be provided reasonable access have with respect to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used matters specified in the Final Closing Statement in order to respond to inquiries made by ParentNotice of Disagreement. The Final Closing Statement shall be final and binding and shall be used in determining During such period the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.7

Purchase Price Adjustment. Immediately prior to Closing, the Company shall provide KIT with a final version of Schedule 2.3(e) (a) As soon as reasonably practicablewhich will include, following each Closing Date, Purchaser shall prepare, or shall cause to be preparedwithout limitation, a Final Closing Statement for each Target Business Segment that is the subject list of such Closing all Third Party Expenses and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such all other registered public accounting firm of international reputation which is mutually acceptable to Parent and PurchaserLiabilities payable at Closing) (the “Accounting ExpertKnown Pre-Closing Liabilities Statement”) ). The Known Pre-Closing Liabilities Statement shall be subject to Purchaser’s reasonable approval, which approval shall not be unreasonably withheld or delayed. The Base Purchase Price payable at the Closing shall be decreased by the amount set forth on the Known Pre-Closing Liabilities Statement and increased by an amount equal to the sum of (i) audit the Final Closing Statement Company’s cash and issue a report thereonliquid investments, and (ii) certify in writing current and collectible accounts receivables, (iii) billed but collectible revenues related to Parent completed work and Purchaser that (iv) short-term inventory (at current depreciated value) (such audit was conducted adjusted amount, the “Adjusted Base Purchase Price”). With the exception of the Xxxxxx Claim which shall be subject to settlement in accordance with Section 5.6, KIT agrees to remit payments (in immediately available funds or, if agreed upon by a creditor, shares of KIT common stock) and/or reach a settlement agreement with each of the entities set forth on Schedule 2.3(e) 75 days from Closing (it being understood and agreed that the Assumed Liabilities on Schedule 2.3(e) will be paid by KIT in accordance with their terms hereofand, if due and Purchaser shall cause such report and such certificate to payable at Closing, will be produced paid by KIT by no later than 120 the 40-days following each Closing Dateafter the First Anniversary. The Accounting Expert shall be provided reasonable access to Notwithstanding whether an Assumed Liability is listed on Schedule 2.3(e) and the books, records and other relevant information requirements of the Target Companiesprior sentence, Purchaserif such Assumed Liability is also listed on either Schedule 2.3(f) or Schedule 2.3(g), Parent and their respective Representatives, to the extent necessary to complete its audit then KIT agrees that it shall pay or otherwise enter into a settlement agreement for each of the Final Closing StatementAssumed Liabilities set forth in Schedule 2.3(f) by 4th January 2012; and for the Assumed Liabilities set forth in Schedule 2.3(g) within 7 Business Days of Closing. Each entity set forth on Schedule 2.3(e) and Schedule 2.3(f) and Schedule 2.3(g) is an intended third party beneficiary of this Agreement, and Purchaser any shares issued to such entities by KIT pursuant to this Section 2.6(g) will be registered for re-sale by KIT (through the filing of a registration statement which KIT will file and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary have declared effective as soon as practically possible after KIT has filed its Annual Report on Form 10-K for the preparation ofyear ended December 31, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection 2011 with the preparation U.S. Securities and audit of the applicable Final Closing StatementExchange Commission in March 2011), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. (ai) As soon as reasonably practicable, following each Within ninety (90) days after the Closing Date, Purchaser shall preparedeliver to Sellers a closing statement (the “Closing Statement”), or shall cause in a form substantially similar to be preparedthe Estimated Closing Statement, a Final setting forth in reasonable detail Purchaser’s good faith calculation and determination of the (A) the Closing Financial Debt, (B) the Closing Cash, (C) the Closing Net Working Capital Adjustment, (D) the Transaction Expenses, and (E) the Purchase Price calculated therefrom (the “Reviewed Items”). The Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was shall be prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance Policies. If Sellers disagree with the terms hereofcalculation and determination of any of the Reviewed Items set forth in the Closing Statement, Sellers may, within thirty (30) days after the Sellers’ receipt of the Closing Statement, provide written notice to Purchaser setting forth Sellers’ disagreement therewith and Purchaser shall cause Sellers’ calculation of the Reviewed Items that Sellers propose to adjust (such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert notice, a “Seller Notice of Disagreement”), which shall be provided prepared reasonably and in good faith by Sellers. During the thirty (30) day period following Sellers’ receipt of the Closing Statement, Sellers and their accountants shall, at Sellers’ expense, be permitted reasonable access to review the work papers, books, records and other relevant information applicable personnel of the Target Companies, Purchaser, Parent and their respective Representatives, to Company used in the extent necessary to complete its audit preparation of the Final Closing Statement, during normal business hours at the Company’s offices, upon reasonable prior notice and Purchaser and Parent shall, and shall cause their Representatives (including solely for purposes of reviewing the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order the Reviewed Items. Purchaser agrees that, following the Closing Date through the date that the Closing Statement becomes final and binding, it will not take or permit to respond be taken, any actions with respect to inquiries made by any accounting books, records, policies or procedures on which the Abbreviated Financials or the Closing Statement is based, that are inconsistent with the Accounting ExpertPolicies or that would or would reasonably be expected to materially impede or delay the determination of the amount of the Closing Financial Debt, the Closing Cash, the Closing Net Working Capital Adjustment, the Transaction Expenses, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with Purchase Price calculated therefrom or the preparation and audit of any Seller Notice of Disagreement or the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order the manner and utilizing the methods provided by this Agreement. Any Seller Notice of Disagreement shall specify in reasonable detail those Reviewed Items as to respond which Sellers disagree, the nature and extent of such disagreement and Sellers’ resulting calculation of the Purchase Price. Sellers shall be deemed to inquiries made by Parenthave agreed with all other Reviewed Items contained in the Closing Statement but not reflected in the Seller Notice of Disagreement. The Final If Seller does not deliver a Seller Notice of Disagreement within such thirty (30) day period, Sellers shall be deemed to have accepted the Closing Statement with respect to all Reviewed Items set forth therein, and the determination of the Purchase Price set forth in the Closing Statement shall be final and binding and shall be used in determining upon the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentParties.

Purchase Price Adjustment. (a) As soon as reasonably practicableThe Company shall in good faith prepare and deliver, following each or cause to be prepared and delivered, to Purchaser not later than three (3) Business Days prior to the Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final written statement (the “Estimated Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate Statement”) setting forth (i) an estimated unaudited consolidated balance sheet of the chief financial officer directly overseeing Acquired Companies as of the Target Effective Time (the “Estimated Closing Balance Sheet”), (ii) its good faith estimate of (A) the Closing Working Capital (“Estimated Closing Net Working Capital”), (B) the Closing Date Cash (“Estimated Closing Cash”), (C) the Closing Date Indebtedness (the “Estimated Closing Indebtedness”) and (D) the Transaction Expenses (listed by payee) (the “Estimated Closing Transaction Expenses”), and (iii) the Company’s calculation of the Estimated Adjustment Amount, together with any information that Purchaser has reasonably requested to verify the amounts reflected in the Estimated Closing Statement. The Estimated Closing Balance Sheet shall be prepared using the same accounting practices, policies and methodologies used in the preparation of the audited balance sheet of the Combined Companies comprising for the fiscal year ended December 31, 2014, in a manner and on a basis consistent with the sample balance sheet set forth in Section 2.7(a) of the Company Disclosure Schedule (which, solely for purposes of illustration, assumes the Closing occurred on December 31, 2014), except that such Target Business Segment certifying that Estimated Closing Balance Sheet shall exclude all deferred income Taxes (other than with respect to DBFC), the Final Retained Assets and Retained Liabilities and Closing Statement was prepared Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses shall be determined in accordance with the Agreed Accounting Principles definitions contained in this Agreement. The Sellers shall provide Purchaser and engage Deloitte its representatives reasonable and Touche LLP (or such other registered public accounting firm prompt access to the work papers used in the preparation of international reputation which is mutually acceptable the Estimated Closing Statement upon Purchaser’s request. Purchaser shall have the right to Parent and Purchaser) (review the “Accounting Expert”) to (i) audit the Final Estimated Closing Statement and issue a report thereonobject to any elements thereof, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereofCompany, on the one hand, and Purchaser Purchaser, on the other hand, shall cause cooperate in good faith to resolve any such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access objections prior to the books, records Closing and other relevant information of update the Target Companies, Purchaser, Parent and their respective RepresentativesEstimated Closing Balance Sheet accordingly; provided that, to the extent necessary such objections are not resolved prior to complete its audit of Closing, the Final Estimated Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made Balance Sheet delivered by the Accounting Expert, and Purchaser Company in accordance with this Section 2.7(a) shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent control but shall be provided reasonable access subject to adjustment after the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information pursuant to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentthis Section 2.7.

Purchase Price Adjustment. 2.12.1. The Company will prepare in good faith and will provide to the Buyer Parties no later than five (a5) As soon Business Days prior to the Closing Date an estimated consolidated balance sheet of the Group Companies as reasonably practicableof the Designated Time (as the same may be adjusted in response to any comments of the Buyer Parties provided prior to the Closing, following the “Estimated Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its good faith estimates of the Closing Cash and Cash Equivalents, Closing Debt Amount, and Closing Net Working Capital, each as derived from the Estimated Closing DateBalance Sheet, Purchaser shall prepareand the Company Transaction Expenses (as the same may be adjusted in response to any comments of the Buyer Parties provided prior to the Closing, or shall cause to be prepared, a Final the “Estimated Closing Statement”). The Estimated Closing Balance Sheet and the good faith estimate of Closing Net Working Capital contained in the Estimated Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was will be prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such Principles, other registered public accounting firm of international reputation than with respect to Taxes, which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted will be determined in accordance with applicable Legal Requirements and, for the terms hereofavoidance of doubt, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Datewill take into account the Contemplated Transactions. The Accounting Expert shall good faith estimate of Closing Net Working Capital will consist solely of the line items set forth in the Net Working Capital Calculation Schedule and no assets or liabilities included in the Net Working Capital Calculation Schedule will be provided reclassified to a different line item in the good faith estimate of Closing Net Working Capital. Following the delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, the Company will provide the Buyer Parties and their respective Representatives reasonable access to the books, records work papers and other relevant information books and records of the Target Companies, Purchaser, Parent and their respective Representatives, to Group Companies for purposes of assisting the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Buyer Parties and their respective Representatives (including in their review of the working papers of Parent Estimated Closing Balance Sheet and the Accounting Expert Estimated Closing Statement. Prior to Closing, the parties will cooperate in good faith to answer any questions and resolve any issues raised by the Buyer Parties and their respective Representatives in connection with the preparation and audit their review of the applicable Final Estimated Closing Balance Sheet and the Estimated Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. (a) As soon promptly as reasonably practicablepracticable after Closing, but in no event later than 60 days following each the Closing Date, Purchaser Buyer shall prepare, or shall cause deliver to be prepared, the Seller Parties a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) statement (the “Accounting ExpertClosing Statement”) setting forth a calculation, with supporting detail, of the Net Working Capital and the Purchase Price, together with Buyer’s determination of the Closing Date Balance Sheet. Buyer and its accountants shall be permitted to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance discuss with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent Seller Parties and their respective Representatives, to accountants the extent necessary to complete its audit of the Final proposed Closing Date Balance Sheet and Closing Statement, and Purchaser shall have access upon reasonable notice at all reasonable times during normal business hours to the work papers and Parent shallsupporting records of the Seller Parties. If the Seller Parties have any objections to the Closing Statement or Closing Date Balance Sheet as prepared by Buyer, the Seller Parties must, within 20 days after the Seller Parties’ receipt thereof, give written notice (the “Notice”) to Buyer specifying in reasonable detail such objections. During such 20-day period after the Seller Parties’ receipt of the Closing Statement, the Seller Parties and their accountants shall be permitted to discuss with Buyer and its accountants the proposed Closing Date Balance Sheet and Closing Statement, and shall cause their Representatives (including have access upon reasonable notice at all reasonable times during normal business hours to the Subject Companies) towork papers and supporting records of Buyer. If the Seller Parties do not deliver the Notice within such 20-day period, make reasonably available their respective personnel directly responsible for and knowledgeable about Buyer’s determination of the information to be used in, and reasonably necessary for amounts set forth on the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent Closing Date Balance Sheet shall be provided reasonable access final, binding and conclusive on the Seller Parties and Buyer. With respect to any disputed amounts, the books, records Seller Parties and other relevant information Buyer shall negotiate in good faith during the 30-day period (the “Resolution Period”) after the date of Buyer’s receipt of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Notice to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentresolve any such disputes.

Purchase Price Adjustment. a. The 1st Tier Earn-Out will be reduced by the amount, if any, by which the Target Working Capital exceeds the Closing Working Capital, or will be increased by the amount, if any, by which Closing Working Capital exceeds $41,800,000 as determined in accordance with this Section 7. After the Closing, the Purchase Price will be recalculated (aas recalculated, the “Final Purchase Price”) As soon based on the Closing Working Capital determined in accordance with this Section 7. All adjustments to the Purchase Price made pursuant to this Section 7 will be consistently treated by both the Buyer and Seller as reasonably practicableadjustments to purchase price for United States federal, state and local Tax purposes. b. No later than forty five (45) calendar days following each the Closing Date, Purchaser shall prepare, or shall cause Buyer will prepare and deliver to be prepared, Seller a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate balance sheet of the chief financial officer directly overseeing Business as of the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was Date prepared in accordance with US GAAP (excluding footnotes) on the Agreed Accounting Principles same basis and engage Deloitte applying the same accounting principles, policies and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) practices that were used in preparing the Interim Balance Sheet (the “Accounting ExpertClosing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth Buyer’s determination of the Closing Working Capital. c. During the thirty (30) calendar day period immediately following the date of delivery to the Seller of the Closing Balance Sheet and the Closing Statement, the Seller’s representatives (i) audit will be permitted to review, during normal business hours and with reasonable prior notice, the Final books and records of Buyer relating to the Business and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement and issue a report thereon(including the determinations included therein), and (ii) certify in writing to Parent will be given reasonable access, during normal business hours and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representativesprior notice, to the extent necessary to complete its audit knowledgeable employees and accounting professionals of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and Buyer in order to respond to inquiries made by facilitate the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information Seller’s review of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.Balance Sheet and

Purchase Price Adjustment. (a) As soon No less than two Business Days prior to the Closing Date, Seller shall deliver a notice to Purchaser which sets forth Seller's good faith estimate of Working Capital as reasonably practicable, following each of the close of business on the day immediately preceding the Closing Date (the "Estimated Closing Working Capital"). Such notice shall be accompanied by appropriate information supporting the Estimated Closing Working Capital. Within 60 days after the Closing Date, Purchaser shall prepare, or shall cause prepare and deliver to be prepared, Seller a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate statement setting forth Working Capital as of the chief financial officer directly overseeing close of business on the Target Companies comprising day immediately preceding the Closing Date (the "Initial WC Statement"). During the 30 days immediately following Seller's receipt of the Initial WC Statement, Seller will be permitted to review Purchaser's and its auditors' working papers, if any, relating to the Initial WC Statement, all of Purchaser's books and records with respect thereto and such Target Business Segment certifying that other books and records of Purchaser as Seller may reasonably request in connection with such review and shall be provided with reasonable access to individuals involved in preparing or reviewing the Initial WC Statement. The Initial WC Statement shall become final and binding upon the parties (and shall thereupon become the Final Closing WC Statement) on the 31st day following receipt thereof by Seller, unless Seller shall provide a written notice (the "Notice of Disagreement") of its disagreement with the Initial WC Statement was prepared to Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Purchaser, then the Initial WC Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonparties, and shall thereupon become the "Final WC Statement", on the earlier of (iix) certify the date on which the parties hereto resolve in writing any differences they have with respect to Parent any matter specified in the Notice of Disagreement, and Purchaser agree upon a Final WC Statement, or (y) the date on which the Accounting Firm finally resolves in writing any matters with respect to the Initial WC Statement that such audit was conducted are properly in accordance dispute by providing each of the parties hereto with a Final WC Statement. During the terms hereof30 days immediately following the delivery of a Notice of Disagreement, Seller and Purchaser shall cause seek in good faith to resolve in writing (and thereby agree on a Final WC Statement) any differences which they may have with respect to any matter specified in the Notice of Disagreement. During such report period, Purchaser shall have access to the working papers of Seller and its auditors, if any, prepared in connection with Seller's preparation of the Notice of Disagreement and Purchaser shall be provided with reasonable access to individuals involved in preparing or reviewing the Notice of Disagreement. At the end of such certificate 30-day period, Seller and Purchaser shall submit to the Accounting Firm for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement (the Initial WC Statement, as it may be produced no later than 120 modified by Purchaser prior to submission to the Accounting Firm, being the "Submitted WC Statement", and the Notice of Disagreement, as it may be modified by Seller prior to submission to the Accounting Firm, being the "Submitted Notice of Disagreement"), and, within 30 days following each of its receipt of the Submitted WC Statement and the Submitted Notice of Disagreement, the Accounting Firm shall make a final determination, binding on the parties hereto, of Working Capital as of the close of business on the day immediately preceding the Closing Date. The Accounting Expert Firm's determination as to any given matter in dispute shall be provided reasonable access to within the books, records and other relevant information of range for such matter set forth in the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Submitted WC Statement, on the one hand, and the Submitted Notice of Disagreement, on the other hand. Purchaser and Parent shall, and Seller shall cause their Representatives (including share equally the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses cost of the Accounting Expert shall be borne by ParentFirm's review and determination.

Purchase Price Adjustment. The Purchase Price shall be reduced, on a ------------------------- dollar-for-dollar basis, (the "Purchase Price Reduction") by the amount, if any, by which the net book value of Roche as shown on the Closing Balance Sheet is less than Nine Million Nine Hundred Twenty-Five Thousand US dollars (US $9,925,000) ("NBV Target"). The Purchase Price shall be increased, on a dollar- for-dollar basis, (the "Purchase Price Increase") by the amount, if any, by which the net book value of Roche as shown on the Closing Balance Sheet is more than the NBV Target. For the purposes hereof, the net book value of Roche shall be converted to US dollars based on the daily noon spot rate of the Bank of Canada on December 31, 1998, being Cdn $1.5305, or US $0.6534. Any Purchase Price Reduction shall be payable by Vendors to Purchaser solely by compensation (deduction and set off) against (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause any First EBIT Payment payable to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonVendors, and (iib) certify in writing if the First EBIT Payment is insufficient to Parent cover all or any of the Purchase Price Reduction, then against any Second EBIT Payment payable to Vendors. For greater certainty, if no First EBIT Payment and Second EBIT Payment are payable hereunder, any Purchase Price Reduction shall not be payable by Vendors. Any Purchase Price Increase shall be payable by Purchaser that such audit was conducted in accordance to Vendors by certified cheque, bank draft or wire transfer to the Collection Account on the date the First EBIT Payment is required to be made or, if no First EBIT Payment is made, on the date the First EBIT Payment would have been paid had it been payable. For the purposes hereof and the Closing Balance Sheet, net book value shall (a) exclude the Management Pension Plan Surplus, any assets associated with the terms Pembroke Project and any associated liabilities to the extent assumed and paid by Vendors up to the date hereof, and Purchaser shall cause such report any current and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to deferred income Taxes associated with the booksPembroke Project, records and other relevant information (b) exclude the effects of the Target CompaniesReorganization, Purchaser, Parent and their respective Representatives, (c) include the reserve for disputed Pembroke-related claims referred to in Section 3.1.36 (if still outstanding on the extent necessary to complete its audit date of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing StatementBalance Sheet), and Purchaser and Parent shallan equivalent credit in recognition of Vendors' assumption of such claims, (d) include the litigation reserves set forth in Schedule -------- 3.1.26, and shall cause their Representatives (including e) incorporate the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used principles set forth in the Final Closing Statement in order to respond to inquiries made by ParentSchedule 2.4. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.------ ------------

Purchase Price Adjustment. Within three (a3) As soon business days after the determination of the Net Working Capital, Closing Cash Amount, Indebtedness and Seller Transaction Expenses in accordance with this Section 1.3, the adjustment or adjustments of the Purchase Price shall be made as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a follows: (i) in the event Final Closing Statement for each Target Business Segment that Cash Amount Preliminary Closing Cash Amount an amount equal to such excess, (ii) in the event the Final Closing Cash Amount is less than the subject of Preliminary Closing Cash Amount, then the Purchase Price shall be adjusted downwards in an amount equal to such Closing and a certificate of shortfall, (iii) in the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying event that the Final Closing Statement was prepared Net Working Capital Adjustment as finally determined in accordance with this S ection 1.3 exceeds the Agreed Accounting Principles and engage Deloitte and Touche LLP Estimated Net Working Capital Adjustment, then the Purchase Price shall also be adjusted upward in an amount equal to such excess, (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaseriv) (in the “Accounting Expert”) to (i) audit event that the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted Net Working Capital Adjustment as finally determined in accordance with this Section 1.3 is less than the terms hereofEstimated Net Working Capital Adjustment, then the Purchase Price shall also be adjusted downward in an amount equal to such deficiency, (v) in the event that the Indebtedness as finally Final Indebtedness Preliminary Indebtedness amount equal to such shortfall, (vi) in the event that the Preliminary Indebtedness exceeds Final Indebtedness, then the Purchase Price shall be adjusted upwards in an amount equal to such excess, (vii) Final Seller Transaction Expenses P reliminary Seller Transaction Expenses downwards in an amount equal to such shortfall and (viii) in the event that the Preliminary Seller Transaction Expenses exceeds Final Seller Transaction Expenses, then the Purchase Price shall be adjusted upwards in an amount equal to such excess. If the net result of the adjustments in the previous sentence is an increase in the Purchase Price, Buyer shall pay to the Rollover Sellers the amount of such increase by wire transfer of immediately available funds, of which 50% shall be payable to Cascade, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert of which 50% shall be provided reasonable access payable to MPCHPA; and if the net result of such adjustments is a decrease in the Purchase Price, such deficiency will be paid to Buyer by the Rollover Sellers, severally (and not jointly) of which 50% shall be payable by Cascade, and of which 50% shall be payable by MPCHPA; provided, however, that if there is a dispute and it is evident that one Party will owe the other an amount but such amount is uncertain, the undisputed amount shall be paid within three (3) business days of such agreement. Any payment made pursuant to this Section 1.3 shall be deemed an adjustment to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentPurchase Price.

Purchase Price Adjustment. Buyer and Sellers agree to make an adjustment to the Initial Cash Price (a) As soon as reasonably practicablethe "Purchase Price Adjustment"), following each Closing Datewhich may be a positive or negative number, Purchaser shall prepare, based upon the dollar for dollar variance between the balance sheet items listed below compared to any increase or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate decrease of the chief financial officer directly overseeing balance sheet of the Target Companies comprising such Target Business Segment certifying that Company as of the Final Closing Statement was Date (the "Closing Date Balance Sheet"), prepared in accordance with GAAP, applied on a basis consistent with the Agreed Accounting Principles Company's accounting practices. Within sixty (60) days after the Closing Date, Buyer shall, at its sole cost and engage Deloitte expense, prepare and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable deliver to Parent Buyer and Purchaser) (the “Accounting Expert”) to Sellers (i) audit the Final Closing Statement and issue a report thereon, Balance Sheet and (ii) certify in writing to Parent a written statement (the "Adjustment Statement") prepared by the Vice President of Finance and Purchaser that Administration of Buyer certifying the amount of the Purchase Price Adjustment and setting forth the calculation of such audit was conducted in accordance with the terms hereof, amount. The balance sheet items and Purchaser shall cause such report and such certificate amounts to be produced no later than 120 days following each compared to the Closing Date. The Accounting Expert Balance Sheet for calculation of the Purchase Price Adjustment shall be provided reasonable access to the booksas follows: ASSETS: NOT LESS THAN: Accounts Receivable $100,000 Machinery and equipment, records and other relevant information net $50,000 Inventory $150,000 Due from Barzell 0 Due from Whitmore 0 LIABILITIES: NOT MORE THAN: Accrued Pension Payable 0 Note Payable - Barzell 0 Note Payable - Whitmore 0 Note Payable - Wilson 0 Total Notes Payable $250,000 Total Liabilities $300,000 TOTAL STOCKHOLDERS' EQUITY NOT LESS THAN ZERO Adjustments for any of the Target Companies, Purchaser, Parent and their respective Representatives, above balance sheet items shall only be made to the extent necessary not already included in the Purchase Price Adjustment. For example, if Notes Payable equal $260,000 and Total Liabilities equal $340,000, then the resulting adjustment for these two items combined would be a reduction in the Purchase Price of $40,000. In addition, the Purchase Price Adjustment shall reflect (and the Purchase Price shall be reduced by) the amount of any severance payments due and owing to complete its audit employees of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters Company as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information a result of the Target Companies, Purchaser, and their respective Representatives (including the working papers any termination of Parent and the Accounting Expert employment in connection with the preparation transactions contemplated by this Agreement, which severance payments are made at or after the Closing Date by Buyer. Notwithstanding the foregoing, if Sellers repay the NTB Obligations prior to the Closing Date, then the Initial Cash Price payable at Closing shall be increased by the amount of such payment and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used not included in the Final post-Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.Purchase Price

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each On the business day immediately preceding the Closing Date, Purchaser Seller shall prepareprepare and deliver to PRGI, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject an estimated cash flow statement of such Closing and a certificate total cash received by Seller in respect of the chief financial officer directly overseeing Business less total cash disbursements for the Target Companies comprising such Target Business Segment certifying that period from and including the Final Effective Date to and including the day immediately preceding the Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) Date (the “Accounting Expert”) "Interim Period Cash Flow"), detailing all such amounts by category of payment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Seller during said period (but not including the distribution of any cash or cash equivalents in the Business as of the close of business on August 31, 1998) exceed the commissions paid to Seller for audit and related management counseling services performed by Seller prior to the Final Effective Date solely in his capacity as an auditor in connection with claims submitted to suppliers of customers prior to Closing Statement and issue a report thereon, and (ii) certify any amounts paid during the period from and including the Effective Date to and including the Closing Date in writing respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate Business to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the booksBusiness to be acquired by PRGI pursuant hereto), records and other relevant information (D) commissions payable as of the Target Companies, Purchaser, Parent and their respective Representatives, Effective Date in respect of accounts receivable collected by Seller prior to the extent necessary Effective Date; (E) all amounts owed to complete its audit of Seller under the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives Principal Agreement or otherwise (including except for advances used to pay normal trade payables directly relating to the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Business to be used in, acquired by PRGI incurred on or after the Effective Date or for commissions owed to Seller for audit and reasonably necessary for the preparation of, such Final Closing Statement and related management counseling services performed by Seller solely in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters his capacity as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert an auditor in connection with the preparation and audit claims submitted to suppliers of the applicable Final Closing StatementCustomers prior to Closing), and Purchaser and Parent shall, and shall cause their Representatives (including F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information Business to be used acquired by PRGI pursuant hereto incurred in the Final Closing Statement in order ordinary course of business) (collectively, the "Interim Period Reimbursable Liabilities," which, together with Interim Period Cash Flow, is referred to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining herein as the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent"Reimbursable Cash").

Purchase Price Adjustment. No later than ninety (a90) As soon as reasonably practicable, following each days after the Closing Date, Purchaser Parent shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is with the subject of such Closing participation and a certificate cooperation of the chief financial officer directly overseeing Purchaser, and deliver to the Target Companies comprising such Target Business Segment certifying that Purchaser (A) a statement (the Final "Closing Statement was prepared Date Balance Sheet") setting forth (i) the accounts receivable of the Seller included in the Acquired Assets as of close of business on the Closing Date, as determined in accordance with GAAP, except (x) that any accounts receivable which are not collected in full by the Agreed Accounting Principles Purchaser within thirty (30) days following the due date of that account receivable having the latest payment due date shall be valued at the amount collected, and engage Deloitte (y) any receivable described in subsection (x) immediately above shall be assigned to the Seller for collection and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) excluded from the Closing Date Balance Sheet (the “Accounting Expert”"Closing Receivables"), (ii) the net inventories calculated on a first-in, first-out basis of the Seller included in the Acquired Assets as the close of business on the Closing Date, as determined in accordance with GAAP (the "Closing Inventory"), and (iii) the net book value of the fixed assets of the Seller with respect to the Business as of June 30, 2003, as determined in accordance with GAAP, but adjusted for any additions or deletions (other than depreciation) with respect to the period between June 30, 2003, and the Closing Date (the "Net Asset Value"), and (B) a separate statement showing any calculations with respect to any necessary Purchase Price Adjustment (the "Final Adjustment Schedule"). At Closing, and periodically thereafter until the completion of the Closing Date Balance Sheet and the Final Adjustment Schedule, the Seller shall provide to the Purchaser a list of those accounts receivable of the Business which may contain Excluded Assets. For the purpose of preparing the Closing Date Balance Sheet and Final Adjustment Schedule, and valuing the Closing Receivables thereunder, (i) audit to the Final extent that it is not clear from the face of an account receivable whether it constitutes a Closing Statement Receivable, the Parties shall use their commercially reasonable efforts to identify those accounts receivable which relate to the Business and issue a report thereonconstitute Acquired Assets, and those accounts receivable which constitute Excluded Assets, and (ii) certify in writing the Purchaser shall use its commercially reasonable efforts to collect the Closing Receivables. The Purchaser shall, within thirty (30) days following its receipt of the Closing Date Balance Sheet and the Final Adjustment Schedule, accept or reject the Purchase Price Adjustment submitted by Parent. If the Purchaser disagrees with such calculation, it shall give written notice to Parent of such disagreement and any reason therefor within such thirty (30) day period. Should the Purchaser fail to notify Parent of a disagreement within such thirty (30) day period, the Purchaser shall be deemed to agree with Parent's calculation. Any disagreement with respect to the determination of any Purchase Price Adjustment shall be referred to the DeCosimo CPA Firm (the "Arbitrator"). The Arbitrator shall act as an arbitrator and shall issue its report as to the contents of the Closing Date Balance Sheet and the determination of the Purchase Price Adjustment reflected in the Final Adjustment Schedule within sixty (60) days after such dispute is referred to the Arbitrator. The Parent on the one hand, and the Purchaser on the other hand, shall bear all costs and expenses incurred by it in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be borne by the Parent and the Purchaser in such audit was conducted proportion as the Arbitrator shall determine based on the relative merit of the position of the Parties. This provision for arbitration shall be specifically enforceable by the Parties and the decision of the Arbitrator in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement provisions hereof shall be final and binding with respect to the matters so arbitrated and there shall be used no right of appeal therefrom. If, based on the Final Adjustment Schedule as finally determined: the Closing Receivables are less than the Closing Receivables set forth on the Estimated Purchase Price Schedule, the Parent shall pay to the Purchaser such deficit, and if the Closing Receivables are greater than the Closing Receivables set forth on the Estimated Purchase Price Schedule, the Purchaser shall pay to the Parent such excess; the Closing Inventory is less than the Closing Inventory set forth on the Estimated Purchase Price Schedule, the Parent shall pay to the Purchaser such deficit, and if the Closing Inventory is greater than the Closing Inventory set forth on the Estimated Purchase Price Schedule, the Purchaser shall pay to Parent such excess; and the Net Asset Value is less than the Net Asset Value set forth on the Estimated Purchase Price Schedule, the Parent shall pay to the Purchaser such deficit. In the event that the Final Adjustment Schedule shall reflect amounts due to both Parent and the Purchaser, such amounts shall be netted to reflect one payment which shall be due and payable to either Parent or the Purchaser, as the case may be. Final amounts due hereunder shall be paid no later than five (5) business days following the Purchaser's agreement with the Parent's calculation of the Purchase Price Adjustment, or in determining the event of a disagreement, following the resolution of such disagreement by written agreement of the Purchaser and the Parent, or the determination of the Arbitrator pursuant to Section 2.7(c) above. In addition to the payments due under the Final Adjustment Amount, absent manifest errorSchedule: Seller shall reimburse the Purchaser for the amount of any Closing Receivables reflected on the Closing Date Balance Sheet and the Final Adjustment Schedule which are not collected by the Purchaser within the earlier of sixty (60) days after their due date or one hundred twenty (120) days from the date of the Final Adjustment Schedule. The fees Purchaser shall reassign to Seller all rights to Closing Receivables for which reimbursement has been paid. To the extent that the Final Adjustment Schedule as finally determined herein shall either (x) identify an account receivable as a Closing Receivable which is later discovered to be an Excluded Asset, or (y) omit to include a Closing Receivable which is an Acquired Asset and expenses collected or collectible, the Party identifying such discrepancy shall notify the other Parties of the Accounting Expert same, and propose any required amendment to the Final Adjustment Schedule and amounts due hereunder in accordance with the procedures set forth in Section 2.7(c) above. Any dispute with the Final Adjustment Schedule so amended shall be borne resolved as contemplated by ParentSection 2.7(c) above.

Purchase Price Adjustment. (a) As soon as reasonably practicable, following each No later than five (5) Business Days prior to the anticipated Closing Date, Purchaser Seller shall prepare, or shall cause deliver to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP Net Working Capital (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaserincluding each component thereof) (the “Accounting ExpertEstimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) audit any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Final Closing Statement and issue a report thereon, Conversion Rate and (ii) certify any Current Assets or Current Liabilities that are denominated in writing to Parent and Purchaser that any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such audit was conducted conversion in accordance with “The Wall Street Journal” dated (x) (in the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information case of the Target Companies, Purchaser, Parent Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and their respective Representatives, to (y) (in the extent necessary to complete its audit case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and Purchaser and Parent shall(B) following the conversion into pound sterling described in clause (A), and shall cause their Representatives (including converted into United States dollars at the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about Conversion Rate. The Pre-Adjusted Purchase Price payable at the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to either (I) increased, if the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used Estimated Net Working Capital as set forth in the Final Closing Statement Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in order to respond to inquiries made by Parent. The the Final Closing Statement shall be final and binding and shall be used in determining Certificate, by an amount equal to the Adjustment Amount, absent manifest error. The fees and expenses amount of the Accounting Expert shall be borne by Parentsuch excess.

Purchase Price Adjustment. (ai) As soon as reasonably practicable, following each At least two (2) business days prior to the Closing Date, Sellers and Purchaser shall prepareagree on a good faith estimate of current assets and current liabilities, or shall cause to be preparedas those terms are defined as of December 31, a Final Closing Statement for each Target Business Segment that is 2003 under generally accepted accounting principles in the subject of such Closing and a certificate United States ("GAAP"), as of the chief financial officer directly overseeing Closing Date (but without giving effect to the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and PurchaserClosing) (the “Accounting Expert”) "Estimated Working Capital Amount"), which Estimated Working Capital Amount shall be used to (i) audit adjust the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with Base Purchase Price on the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert In the event the parties cannot agree, the Estimated Working Capital Amount shall be provided reasonable access reasonably established by Sellers in good faith, after consultation with Purchaser. Without limiting the foregoing, "current assets" for purposes of this Section 1.02(c)(i) shall include cash (other than cash held in escrow with respect to the booksitems set forth on Schedule 1.02(c)(i)), records accounts receivable, income tax receivable, prepaid expenses (including utilities, real estate taxes and other relevant information prepaid items), base stock and other supplies, inventory, deposits, current portion of notes receivable and other miscellaneous current assets of the Target CompaniesCompany and its Subsidiaries (and, for the avoidance of doubt, shall also include any assets of the type excluded in the calculation of Reference Working Capital Amount pursuant to Section 1.02 hereof); and "current liabilities" for purposes of this Section 1.02(c)(i) shall include accounts payable, short-term debt, accrued and unpaid real estate taxes, accrued and unpaid interest on any financings to be assumed by Purchaser, Parent other accrued liabilities such as payroll, vacation, employee benefits and their respective Representativesworkers compensation claims as well as customer deposits, to the extent necessary to complete its audit deferred income and other miscellaneous current liabilities of the Final Closing StatementCompany and its Subsidiaries (and, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation ofavoidance of doubt, such Final shall also include all liabilities of the type excluded in the calculation of Reference Working Capital Amount pursuant to Section 1.02 hereof). If the Estimated Working Capital Amount exceeds the Reference Working Capital Amount as of the Closing Statement and in order to respond to inquiries made Date, the Base Purchase Price shall be increased by the Accounting Expertamount of such difference. If the Estimated Working Capital Amount is less than the Reference Working Capital Amount as of the Closing Date, and Purchaser the Base Purchase Price shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested reduced by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information amount of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parentsuch difference.

Purchase Price Adjustment. 2.5.1. Estimated Balance Sheet and Estimated Closing Statement. The Company will in good faith prepare and deliver, or cause to be prepared and delivered, to the Buyer not later than three (3) Business Days prior to the Closing Date, (a) As soon an estimated consolidated balance sheet of the Company (the “Estimated Closing Balance Sheet”) as reasonably practicableof the Balance Sheet Time, following each and (b) a written statement (the “Estimated Closing DateStatement”) setting forth in reasonable detail the Company’s good faith estimates of (i) Transaction Expenses (listed by payee) (the “Estimated Transaction Expenses”), Purchaser shall prepare(ii) Transaction Bonus Payments (listed by payee) (the “Estimated Transaction Bonus Payments”), or shall cause to be prepared(iii) Company Indebtedness (the “Estimated Company Indebtedness”), a Final (iv) Working Capital (the “Estimated Working Capital Amount”) and (v) Cash on Hand (the “Estimated Cash on Hand Amount”), in the case of clauses (iv) and (v), as of the Balance Sheet Time as derived from the Estimated Closing Balance Sheet in accordance with the Accounting Principles. The Estimated Closing Balance Sheet, Estimated Transaction Bonus Payments, Estimated Transaction Expenses, Estimated Company Indebtedness, Estimated Working Capital Amount and Estimated Cash on Hand Amount set forth in the Estimated Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was (x) will be prepared in accordance with the Agreed definitions thereof and, solely in the case of the Estimated Closing Balance Sheet, Estimated Company Indebtedness, Estimated Working Capital Amount and Estimated Cash on Hand Amount, the Accounting Principles in a manner and engage Deloitte and Touche LLP on a basis consistent with the preparation of the sample balance sheet attached as Schedule 2.5.1(a) hereto (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaserwhich, solely for illustration purposes, assumes the Closing occurred on December 31, 2015) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (iiy) certify in writing will solely be based on facts and circumstances as they exist prior to Parent Closing and Purchaser that such audit was conducted in accordance with disregard any and all effects on the terms hereof, assets and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information liabilities of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit Company as a result of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives Contemplated Transactions (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made any financing arrangements entered into by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information Buyer or any of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert its Affiliates in connection with the preparation and audit of the applicable Final Closing StatementContemplated Transactions), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

Purchase Price Adjustment. Following the closing of Skyworks’ purchase of 66% FilterCo’s stock from Panasonic described in the Stock Purchase Agreement (a) As soon as reasonably practicablethe “Closing”), following each the Purchase Price will be increased or decreased by a post-Closing Date, Purchaser shall prepare, or shall cause to adjustment whereby a Closing net assets calculation will be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared determined in accordance with Schedule III attached hereto (and is made a part of the Agreed Accounting Principles and engage Deloitte and Touche LLP Stock Purchase Agreement as Schedule 2.6(b)) (or such other registered public accounting firm “Purchase Price Adjustment”). Schedule III attached hereto shows the estimated Closing balance sheet of international reputation which is mutually acceptable to Parent and Purchaser) the consolidated Filter Business for this Purchase Price Adjustment calculation (the “Accounting ExpertTarget Closing Balance Sheet for PPA”) to and the target Closing net assets for this Purchase Price Adjustment calculation (ithe “Target Closing Net Assets for PPA”) audit and, as a non-binding reference, an example of a hypothetical actual Closing balance sheet for the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 purpose of this Purchase Price Adjustment calculation. Within 90 calendar days following each the Closing, Skyworks shall deliver the actual Closing Datebalance sheet for this Purchase Price Adjustment calculation (the “Actual Closing Balance Sheet for PPA”) and its calculation of the actual Closing net assets (the “Actual Closing Net Assets for PPA”). The Accounting Expert Stock Purchase Agreement includes an expedited process for resolving disputes with respect to the final determination of the actual Closing net assets with Panasonic having 90 calendar days after its receipt of Skyworks’ calculation of the actual Closing net assets to provide written notice of objection, the parties negotiating in good faith for 30 calendar days following receipt of any such objection and, if no resolution is reached, referral to an independent valuation firm for a binding determination. If the final Actual Closing Net Assets for PPA exceed the Target Closing Net Assets for PPA, Skyworks will pay an amount equal to the excess to Panasonic. If the final Actual Closing Net Assets for PPA are less than the Target Closing Net Assets for PPA, Panasonic will pay to Skyworks an amount equal to the shortfall. The payment of this Purchase Price Adjustment shall be provided reasonable access made in US Dollars as converted from Japanese Yen to US Dollars based on the average exchange rate for the 30 calendar days ending on the date prior to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentClosing.

Purchase Price Adjustment. The aggregate monthly recurring revenue from the Purchased Contracts calculated on the Closing Date is referred to herein as the "Closing MRR". On the one-year anniversary of the Closing Date, Buyer will calculate (using the same methods and procedures used to calculate the Closing MRR) the monthly recurring revenue for the Purchased Contracts that are still active or that have renewed their contract term ("Anniversary MRR"), plus any monthly recurring revenue from new managed service contracts pursuant to the Sales Agency Agreement that are being invoiced at the one year anniversary of the Closing Date ("New MRR") (Anniversary MRR plus New MRR is referred to herein as the "Total MRR"). The Cash Consideration, the amount due under the Note and the number of shares issuable pursuant to the Warrant shall be adjusted as follows: (x) the Cash Consideration shall be decreased on the Closing Date, by the amount of Customer Prepayments, if any; (y) the principal balance of the Note shall be decreased by an amount equal to the product of the MRR Percentage Decrease multiplied by the Multiple Price, and (z) the Warrant Percentage shall be decreased by the MRR Percentage Decrease, if any. For clarity, the Purchase Price shall not be adjusted upward for any increase in monthly recurring revenue after Closing. If (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall preparethe Customer on line 47 of the table provided on Schedule 2.2(a) does not renew its contract, or shall cause (b) a Purchased Contract is not renewed because Buyer failed to be preparedperform required services satisfactorily thereunder, or (c) a Final Closing Statement for each Target Business Segment that is Purchased Contract does not renew because Buyer materially changed the subject of such Closing and a certificate terms of the chief financial officer directly overseeing renewal contract offered to the Target Companies comprising Customer, then, such Target Business Segment certifying that non-renewals shall not be included as revenue lost in the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm calculation of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing DateMRR Percentage Decrease. The Accounting Expert "MRR Percentage Decrease" shall be provided reasonable access equal to one minus the books, records and other relevant information quotient of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Total MRR divided by Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentMRR.

Purchase Price Adjustment. Following the Closing, the Purchase Price shall be adjusted as provided in this Section 2.7 to reflect the difference between Final Closing Working Capital and Target Working Capital. · Within ninety (a90) As soon as reasonably practicable, days following each the Closing Date, (i) Purchaser shall prepare, or shall cause the Company to be prepared, prepare a Final consolidated balance sheet of the Company and the Subsidiaries as of the open of business on the Closing Statement for each Target Business Segment that is Date (the subject of such “Closing Balance Sheet”) and a certificate statement of Closing Working Capital derived from the chief financial officer directly overseeing Closing Balance Sheet (the Target Companies comprising “Closing Working Capital Statement”), and such Target Business Segment certifying prepared Closing Balance Sheet and Closing Working Capital Statement shall be delivered to the Stockholder Representative and KPMG, LLP, the Company’s historical auditors and (ii) the Closing Balance Sheet shall be audited by KPMG, LLP, and KPMG, LLP shall perform the agreed-upon procedures as set forth in Schedule 2.7(b) hereto in order to determine that the Final Closing Balance Sheet and the Closing Working Capital Statement was were prepared in accordance with GAAP applied using the Agreed Accounting Principles same accounting methods, practices, principles, policies and engage Deloitte procedures, with consistent classifications, judgments and Touche LLP valuation and estimation methodologies that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end as if such Closing Balance Sheet was as of a fiscal year end (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereonprovided, and (ii) certify in writing to Parent and Purchaser however, that such audit was conducted in accordance preparation and determination shall be subject to the limited adjustments, exceptions and other qualifications as set forth on Schedule 2.7 hereto so that the Closing Working Capital Statement will be determined on a basis consistent with the terms hereof, Company’s historical application and interpretations concerning determination and calculation of working capital). The Company shall (and Purchaser shall cause such the Company to) instruct KPMG, LLP to provide its report and such certificate any required adjustments pursuant to be produced no later than 120 its audit under clause (ii) of the immediately preceding sentence prior to the date that is ninety (90) days following each the Closing Date. The Accounting Expert Purchaser shall be provided reasonable access cause the Company to accept any required adjustments to the booksClosing Balance Sheet and Closing Working Capital Statement as set forth in the report from KPMG, records LLP, and other relevant information each thereof, as so adjusted, shall constitute the final Closing Balance Sheet and Closing Working Capital Statement for purposes hereof. Each of Purchaser, on the one hand, and the Stockholder Representative (on behalf of the Target CompaniesSelling Stockholders), Purchaseron the other hand, Parent and their respective Representatives, to the extent necessary to complete its audit shall pay one-half (1/2) of the Final Closing Statementfees, costs and expenses of KPMG, LLP arising in · connection with such review and audit; provided, however, that Purchaser’s maximum aggregate responsibility for such fees, costs and expenses shall not exceed $30,000. Each of the Company, Selling Stockholders and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) respective representatives and Affiliates to, make reasonably available their respective personnel directly responsible for cooperate and knowledgeable about the information to be used in, and reasonably necessary for assist in the preparation of, such Final of the Closing Balance Sheet and the Closing Working Capital Statement and in order the conduct of the review referred to respond in this Section 2.7(b). Each of Purchaser and the Stockholder Representative shall retain their rights to inquiries made dispute the final Closing Working Capital Statement hereunder if the procedures and substance of this Section 2.7 are not complied with. · The Closing Working Capital as set forth in the Closing Working Capital Statement, as adjusted in respect of the review and audit of KPMG, LLP, shall constitute the “Final Closing Working Capital”. If Final Closing Working Capital is greater than Target Net Working Capital, then the Purchase Price shall be increased by the Accounting Expert, amount of such excess and Purchaser shall cause pay the Subject Companies Stockholder Representative an amount equal to prepare and deliver customary management representation letters as may such excess together with interest thereon from the Closing Date to the date of payment. If Final Closing Working Capital is less than Target Net Working Capital, then the Purchase Price shall be requested decreased by the Accounting Expertamount of such deficiency and the Selling Stockholders, jointly and severally, shall pay Purchaser an amount equal to such deficiency together with interest thereon from the Closing Date to the date of payment. Parent · Any payment to be made pursuant to Section 2.7(c) shall be provided reasonable access made at a mutually convenient time and place within five (5) Business Days after the date on which the applicable amount of such payment has been finally determined. Any such payment shall be made by wire transfer of immediately available funds. For purposes of Section 2.7(c), applicable interest will be payable at the “prime” rate, as announced by The Wall Street Journal, Eastern Edition, from time to time to be in effect, calculated based on a 365 day year and the actual number of days elapsed. Any payment to be made by Purchaser to the booksSelling Stockholders under Section 2.7(c) shall be made to the Stockholder Representative, records and other relevant information for distribution to the Selling Stockholders in accordance with their respective pro rata portion of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by ParentPurchase Price.

Purchase Price Adjustment. (ai) As soon as reasonably practicable, Within one-hundred-twenty (120) days following each the Closing Date, Purchaser the Non-Real Estate Buyer shall preparedeliver to Sellers a statement (in its final and binding form, or shall cause to be preparedthe “Closing Statement”) setting forth the Net Working Capital as of 11:59 p.m. Central Time, a Final on the date immediately preceding the Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) Date (the “Accounting ExpertClosing Net Working Capital”) to (i) audit and the Final Cash Portion calculated therefrom. The Closing Statement shall be prepared (A) using the same quarterly and issue a report thereonyear-end accounting closing practices as those used for Sellers’ consolidated quarterly and year-end accounting closings presented by Sellers to the Non-Real Estate Buyer from the period between January 1, 2010 and June 30, 2011 and (iiB) certify in writing to Parent and Purchaser that such audit was conducted in accordance consistent with the terms hereofaccounting principles, methods, policies, practices, procedures, estimation methods, treatments and Purchaser categorizations (collectively, the “Accounting Principles”) set forth on the Net Working Capital Schedule. Sellers shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided give the Non-Real Estate Buyer reasonable access to the books, Sellers’ books and records and other relevant information of shall cooperate with the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert Non-Real Estate Buyer in connection with the preparation and audit of the applicable Final Closing Statement. Following Sellers’ receipt of the Closing Statement, and until the Closing Net Working Capital and the resulting Cash Portion are finally determined pursuant to this Section 2.7(c), Sellers and Purchaser their representatives and Parent shallagents shall be permitted to review the Non-Real Estate Buyer’s books and records related to the Non-Real Estate Buyer’s preparation of the Closing Statement and determination of the Closing Net Working Capital. The Closing Statement shall become final and binding upon the parties thirty (30) days following Sellers’ receipt thereof, unless Sellers give written notice of their disagreement (a “Notice of Disagreement”) to the Non-Real Estate Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by the Non-Real Estate Buyer, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the parties hereto resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm. During the thirty (30) days following delivery of a Notice of Disagreement, the Non-Real Estate Buyer and Sellers shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, the Non-Real Estate Buyer shall be permitted to review Sellers’ working papers relating to the Notice of Disagreement. At the end of such thirty (30)-day period, the Non-Real Estate Buyer and Sellers shall submit to Xxxxxxxx Xxxxx, Inc. or, if Xxxxxxxx Xxxxx, Inc. is not available, then to Mesirow Financial Holdings, Inc. or, if Mesirow Financial Holdings, Inc. is not available, then to a nationally recognized valuation or consulting firm as is acceptable to Sellers and the Non-Real Estate Buyer (the “Valuation Firm”), for review and resolution of all matters (but only such matters) that remain in dispute, and the Valuation Firm shall cause their Representatives make a final determination of the Closing Net Working Capital and the resulting Cash Portion in accordance with the guidelines and procedures set forth in this Agreement. The Non-Real Estate Buyer and Sellers will cooperate with the Valuation Firm during the term of its engagement. The Valuation Firm’s determination of the Closing Net Working Capital and the resulting Cash Portion shall be based solely on written presentations submitted by the Non-Real Estate Buyer and Sellers which are in accordance with the guidelines and procedures (including the Subject Companiesdefinition of the Net Working Capital) toset forth in this Agreement (i.e., make reasonably available their respective personnel directly responsible for not on the basis of an independent review) and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by ParentNet Working Capital Schedule. The Final Valuation Firm shall consider only the disputed matters that were included in the Notice of Disagreement and the Valuation Firm may not assign a value to any item in dispute greater than the greatest value assigned by the Non-Real Estate Buyer, on the one hand, or Sellers, on the other hand, or less than the smallest value for such item assigned by the Non-Real Estate Buyer, on the one hand, or Sellers, on the other hand. The Closing Statement shall be become final and binding and on the Parties on the date the Valuation Firm delivers its final resolution in writing to the Parties (which the Valuation Firm shall be used in determining the Adjustment Amount, absent manifest errorinstructed to deliver not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the Accounting Expert Valuation Firm shall be borne allocated based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by Parentsuch Party in the written presentation to the Valuation Firm. For example, if the Non-Real Estate Buyer submits a Notice of Disagreement for $1,000, and if Sellers contest only $500 of the amount claimed by the Non-Real Estate Buyer, and if the Valuation Firm ultimately resolves the dispute by awarding Non-Real Estate Buyer $300 of the $500 contested, then the costs and expenses of the Valuation Firm will be allocated 60% (i.e., 300/500) to Sellers and 40% (i.e., 200/500) to the Non-Real Estate Buyer.