Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60) calendar days after the Closing Date, prepare (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 90 days after the Closing Date, Mergeparty shall prepare and deliver to American Tower (in the event that the Tower Distribution has been consummated) or American Tower Sub (in the event that Tower Merger has been consummated), as applicable (the "Tower Entity") (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance SheetsSheet") of American and its Subsidiaries (other than the Tower Subsidiaries) (the "Post-Closing American Group"). For Purchase Price adjustment considerations, prepared from the books and records of the Post-Closing American Group, and (ii) a statement (the "Closing Statement") setting forth (A) Working Capital (as defined below) as of the Effective Time ("Closing Working Capital") and (B) Net Debt (as defined below) as of the Effective Time ("Closing Net Debt"), together with a certificate of Mergeparty's chief financial officer that the Closing Balance Sheets shall be Statement has been prepared on a consistent basis in accordance with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in 6.18. During the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing 45-day period following the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date Tower Entity's receipt of the Closing Balance SheetStatement, the Tower Entity shall be permitted to review (and make copies of) the working papers of Mergeparty relating to the Closing Statement. In the event of a dispute between The Closing Statement shall become final and binding upon the parties regarding on the preparation forty-sixth day following delivery thereof, unless the Tower Entity gives written notice of its disagreement with the Closing Statement ("Notice of Disagreement") to Mergeparty 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 6.18 and (iii) be accompanied by a certificate of the Closing Balance Sheets, which dispute cannot be reconciled Tower Entity's chief financial officer that he or she concurs with each of the positions taken by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (Tower Entity in the absence Notice of fraudDisagreement. If a Notice of Disagreement is received by Mergeparty in a timely manner, bad faith, undue influence, then the Closing Statement (as revised in accordance with clause (A) or the like, or manifest error(B) be below) shall become final and binding on all the earlier of (A) the date Mergeparty and the Tower Entity 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 Firm (as defined below). During the 30-day period following delivery of a Notice of Disagreement, Mergeparty and the Tower Entity 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 Mergeparty shall have access to (and shall be permitted to make copies of) the working papers of the parties heretoTower Entity prepared in connection with the Notice of Disagreement. All feesAt the end of such 30-day period, costs Mergeparty and expenses incurred in retaining such the Tower Entity 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 Mergeparty and Tower Entity shall submit a memorandum setting forth in reasonable detail the basis for its positions. The Accounting Firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually a nationally recognized independent public accounting firm agreed upon Closing Balance Sheets by Mergeparty and the Tower Entity in writing. Mergeparty and the Tower Entity shall jointly use all reasonable efforts to cause the Accounting Firm to render a decision within thirty (30) days following submission or (ii) as promptly thereafter as is practicable. Mergeparty and the resolution Tower Entity agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any dispute relating thereto submitted resolution (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment this Section 6.18 shall be paid borne by Mergeparty and the Tower Entity in inverse proportion as they may prevail on matters resolved by the parties: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. If the Buyer and the Sellers and Buyers shall jointlyare unable to mutually agree on the Estimated Purchase Price pursuant to Section 2.1(c), then within sixty ten (6010) calendar days after following the Closing DateDate the Buyer shall provide the Sellers Representative written notice of the components of the Purchase Price to which the Buyer objects and its proposed calculation of such components (the “Objection Notice”); provided, prepare however, that (a) the Buyer shall only be entitled to object to any component of the Purchase Price to the extent it objected to such component pursuant to Section 2.1(c). For purposes of clarity, the Parties acknowledge and agree that the Buyer shall not be permitted to object to (i) a consolidated balance sheet of Sellers as of the Purchase Price unless the Buyer objected to the Purchase Price prior to the Closing Date, pursuant to Section 2.1(c) and (ii) a consolidating balance sheet of Sellers as any component of the Purchase Price (A) that the Buyer did not object to prior to the Closing Date, pursuant to Section 2.1(c) or (B) to which the Buyer and the Sellers reached an agreement pursuant to Section 2.1(c). The Buyer and the Sellers shall be deemed to have agreed upon all items and amounts that are not disputed by the Buyer in the Objection Notice. The Parties shall use reasonable efforts to resolve in good faith during the thirty (iii30) a balance sheet of each Seller as days following delivery of the Closing Date Objection Notice any dispute properly asserted in the Objection Notice. If the Parties are unable to resolve any disputed items within thirty (30) days following delivery of the Objection Notice, the disagreement may be submitted for resolution to a firm of independent accountants of national standing to which the Buyer and the Sellers agree (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates“Independent Accountants”), which firm shall make an independent a final and binding determination as to only those components of the disputed item Purchase Price in dispute with respect to this Section 2.5 on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement or modify previously agreed to items consistent with among the criteria Parties. The costs and expenses of the Independent Accountants shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Independent Accountants. If the Buyer does not provide an Objection Notice within the time period and in the manner set forth in this Section 3.01(b). Such independent determination shall (2.5, the Estimated Purchase Price Purchase Price set forth in the absence of fraud, bad faith, undue influence, or the like, or manifest error) Estimated Purchase Price Statement shall be final and binding on the Parties for all of purposes hereunder. If the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Buyer pursuant to Section 2.3(a)(i), exceeds the Purchase Price that would have been paid had the amounts of the components determined by the Independent Accountants been used to determine the Purchase Price, the Sellers shall (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Buyer to the Sellers concurrently with the delivery of the Objection Notice) pay the Buyer, an amount equal to such excess.

Purchase Price Adjustment. Sellers (i) Prior to the Closing, Buyer shall engage Regis Corporation to conduct a physical count of Net Inventory at the Closing. Absent manifest error on the part of Regis Corporation, Seller and Buyers Buyer shall jointlybe bound, within sixty (60) calendar and shall not dispute, the results of the physical inventory conducted by Regis Corporation. Within 30 days after the Closing, Seller shall deliver to Buyer a certificate setting forth the Net Inventory (the “Closing Date, prepare Inventory Calculation”) and the Cash Portion calculated therefrom (i) a consolidated balance sheet of Sellers as the “Final Cash Portion”). Seller shall give Buyer reasonable access to Seller’s books and records and shall cooperate with Buyer in connection with Buyer’s review of the Closing Date, (ii) a consolidating balance sheet of Sellers as Inventory Calculation. Following Buyer’s receipt of the Closing DateInventory Calculation and until the Net Inventory and the resulting Cash Portion is finally determined pursuant to this Section 2.3(c), Buyer and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets its representatives and agents shall be prepared on a consistent basis with the accounting practices permitted to review Seller’s books and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating records related to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the Seller’s preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of Inventory Calculation. The Closing Inventory Calculation shall become final and binding upon the parties within fifteen thirty (1530) business days after one following Buyer’s receipt thereof, unless Buyer gives written notice of its disagreement (“Notice of Disagreement”) to Seller 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 Seller, then the Closing Inventory Calculation (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties has notified on the other party thereof, 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 PricewaterhouseCoopers LLP (the “Accounting Firm”). During the thirty (30) days following delivery of a Notice of Disagreement, Buyer and Seller shall together select a mutually acceptable Big Six public accounting firm (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, Buyer shall be unrelated topermitted to review Seller’s working papers relating to the Notice of Disagreement. At the end of such 30-day period, Buyer and Seller shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) which remain in dispute, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm Accounting Firm shall make an independent a final determination of the disputed item or items consistent Net Inventory and the resulting Cash Portion in accordance with the criteria guidelines and procedures set forth in this Section 3.01(bAgreement. Buyer and Seller will cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm’s determination of the Net Inventory and the resulting Cash Portion shall be based solely on written presentations submitted by Buyer and Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Such independent determination The Accounting Firm shall (consider only the disputed matters that were included in the absence Notice of fraudDisagreement and the Accounting Firm may not assign a value to any item in dispute greater than the greatest value assigned by Buyer, bad faith, undue influenceon the one hand, or Seller, on the likeother hand, or manifest error) be less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. The Closing Inventory Calculation shall become final and binding on all the Parties on the date the Accounting Firm delivers its final resolution in writing to the Parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the parties heretoAccounting Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party in the written presentation to the Accounting Firm. All feesFor example, if Buyer submits a Notice of Disagreement for $1,000, and if Seller contests only $500 of the amount claimed by Buyer, and if the Accounting Firm ultimately resolves the dispute by awarding Seller $200 of the $500 contested, then the costs and expenses incurred in retaining such independent accounting firm shall of the Accounting Firm will be paid in equal shares by Buyers allocated 40% (i.e., 200/500) to Buyer and Sellers. Within ten 60% (10i.e., 300/500) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Seller.

Purchase Price Adjustment. Sellers (a) In the event that circumstances exist that require the parties to negotiate in good faith cooperative arrangements under Section 2.12 or potential amendments to this Agreement pursuant to Sections 8.5 and Buyers shall jointly, within sixty 9.5 (60) calendar days dealing with possible subsequent transfers of Transferred Assets after the Closing Datein the event of certain injunctions) or potential amendments to the Management Agreement referred to in Section 2.15, prepare (i) a consolidated balance sheet of Sellers as or to negotiate in good faith equitable adjustments in the Purchase Price pursuant to the provisions of the foregoing Sections, or the provisions of Section 8.6 (respecting the condition of title to interests in real property) (Sections 2.12, 2.15, 8.5, 8.6 and 9.5 being collectively referred to as the "Adjustment Sections"), then and in any of such events, such negotiations, and the resolution of disagreements arising therefrom, shall be conducted in accordance with the provisions of this Section 2.14. The parties shall negotiate such cooperative arrangements, potential amendments and equitable adjustments in the Purchase Price in good faith prior to any scheduled Closing Date (as may be extended by mutual agreement of the parties), and, in connection with an adjustment to the Purchase Price, shall also negotiate appropriate amendments to the Allocation Schedule arising therefrom, provided that any adjustment in the Purchase Price shall be consistent with the original Allocation Schedule. If the parties are unable to agree by the day prior to such scheduled Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the then such scheduled Closing Date (and the "Closing Balance Sheets"). For Purchase Price adjustment considerationsTermination Date, the Closing Balance Sheets if necessary) shall be prepared on a consistent basis with extended for up to 15 business days to provide for the accounting practices and procedures applied by Sellers in opportunity to resolve such disagreement pursuant to the preparation of the Interim Balance Sheet and, for purposes provisions of this Section 3.01(b2.14. On the day the Closing would have occurred but for the absence of agreement between the parties, each party shall designate an individual (who may not be a present or former officer, director, partner or employee of the party or of any present or former investment banker, accounting firm, law firm or attorney regularly used by the party) to mediate such disagreement, and advise the other party in writing of the identity of such individual, which advice shall be accompanied by a list of up to ten suggested neutral individuals to serve as a third mediator. The mediators originally designated by each party shall promptly confer about the selection of a third mediator from such lists, and within five business days following the originally scheduled Closing Date (or Termination Date, as the case may be), the originally designated mediators shall agree upon and (subject to availability) select the third mediator from the lists submitted by the parties or otherwise, provided that if the originally designated mediators cannot agree upon a third mediator by such date, the third mediator shall be designated by the Alternative Dispute Resolution Service of NHLA/AAHA, Inc. The three mediators so selected are herein referred to as the "Panel". Within two business days following the designation of the third mediator, each party shall submit to the Panel, in writing, its proposed cooperative arrangements, amendments to this Agreement, amendments to the Management Agreements and/or equitable adjustments in the Purchase Price in the absence of manifest error any such cooperative arrangements or amendments, except that the parties need only submit their proposed adjustments to the Purchase Price (which shall not include any matters relating and proposed amendments to practices the Allocation Schedule) in the case of disagreements about adjustments for certain acquisitions and procedures applied by Sellers in preparing the Interim Balance Sheetmodifications under Section 2.12(b), the only adjustments to accounting reserves and accruals reflected therein or imperfections of title under Section 8.6). Such proposals shall be those materially in accordance with the last proposals made by such party to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereofduring the course of the aforementioned good faith negotiations between the parties. The parties shall additionally submit such memoranda, arguments, briefs and evidence in support of their respective positions, and in accordance with such procedures, as a majority of the Panel may determine. Within seven business days following the designation of the third mediator, the parties shall together Panel shall, by majority vote, select a mutually acceptable Big Six public accounting firm (which shall be unrelated tothe proposed cooperative arrangements, and not in any manner affiliated with, either Buyers amendments or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination adjustments of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraudPurchase Price, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever as the case may be, proposed by one of the following Purchase Price Adjustment parties, it being agreed that the Panel may modify such proposal in any way which is not otherwise inconsistent with the terms of this Agreement. Thereafter, the parties shall, subject to the terms and conditions of this Agreement, consummate the Transactions on the basis of such selected cooperative arrangements, amendments or adjustments at a mutually agreeable time and place or places, in accordance with the provisions of Section 2.13, which shall be paid by no later than the parties:15th business day following the originally scheduled Closing Date or such later date as the parties may agree upon. Subject to the foregoing, the Panel may determine the issues in dispute following such procedures, consistent with the language of this Agreement, as it deems appropriate to the circumstances and with reference to the amounts in issue. No particular procedures are intended to be imposed upon the Panel, it being the desire of the parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable. No member of the Panel shall have any liability to the parties in connection with service on the Panel, and the parties shall provide such indemnities to the members of the Panel as they shall request.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 90 days after the Closing Date, Mergeparty shall prepare and deliver to American Tower (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance SheetsSheet") of American and its Subsidiaries (other than the Tower Subsidiaries) (the "Post-Closing American Group"). For Purchase Price adjustment considerations, prepared from the books and records of the Post-Closing American Group, and (ii) a statement (the "Closing Statement") setting forth (A) Working Capital (as defined below) as of the Effective Time ("Closing Working Capital") and (B) Net Debt (as defined below) as of the Effective Time ("Closing Net Debt"), together with a certificate of Mergeparty's chief financial officer that the Closing Balance Sheets shall be Statement has been prepared on a consistent basis in accordance with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in 6.18. During the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date 45-day period following American Tower's receipt of the Closing Balance SheetStatement, American Tower shall be permitted to review (and make copies of) the working papers of Mergeparty relating to the Closing Statement. In the event of a dispute between The Closing Statement shall become final and binding upon the parties regarding on the preparation forty-sixth day following delivery thereof, unless American Tower gives written notice of its disagreement with the Closing Statement ("Notice of Disagreement") to Mergeparty 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 6.18 and (iii) be accompanied by a certificate of American Tower's chief financial officer that he or she concurs with each of the Closing Balance Sheets, which dispute cannot be reconciled positions taken by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (American Tower in the absence Notice of fraudDisagreement. If a Notice of Disagreement is received by Mergeparty in a timely manner, bad faith, undue influence, then the Closing Statement (as revised in accordance with clause (A) or the like, or manifest error(B) be immediately following) shall become final and binding on all the earlier of (A) the parties heretodate Mergeparty 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 Firm (as defined below). All feesDuring the 30-day period following delivery of a Notice of Disagreement, costs Mergeparty and expenses incurred American Tower shall seek in retaining 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 Mergeparty shall have access to (and shall be permitted to make copies of) the working papers of American Tower prepared in connection with the Notice of Disagreement. At the end of such 30-day period, Mergeparty and 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 Mergeparty and American Tower shall submit a memorandum setting forth in reasonable detail the basis for its positions. The Accounting Firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually a nationally recognized independent public accounting firm agreed upon Closing Balance Sheets by Mergeparty and American Tower in writing. Mergeparty 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 (ii) as promptly thereafter as is practicable. Mergeparty and American Tower agree that judgment may be entered upon the resolution determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any dispute relating thereto submitted resolution (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment this Section 6.18 shall be paid borne by Mergeparty and American Tower in inverse proportion as they may prevail on matters resolved by the parties: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. Sellers and Buyers shall jointly, within sixty (60) calendar days after the Closing Date, prepare (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include --------------- any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall --------------- (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:

Purchase Price Adjustment. Sellers and Buyers shall jointly, within (a) Within sixty (60) calendar days after following the Closing Date, Buyers shall prepare and deliver to Sellers’ Representative a statement (the “Closing Statement”) setting forth Buyers’ calculation of the CDM Purchase Price and the CDE Purchase Price and each of their respective components. The CDM Purchase Price and the CDE Purchase Price and each of their respective components shall each be calculated in accordance with the Agreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. The Closing Statement shall specify in reasonable detail the nature and amount of any difference between the Estimated Closing Statement and the Closing Statement, and for each such difference, Buyers shall provide supporting documentation, including calculations, working papers and similar documents. During the thirty (30) days immediately following Sellers’ Representative’s receipt of the Closing Statement, Buyers shall (i) a consolidated balance sheet provide Sellers’ Representative and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior written notice to the books and records of Sellers as the Business and to senior management personnel of Buyers, in each case to the extent reasonably requested by Sellers’ Representative or any of its Representatives in connection with their review of the Closing DateStatement, and (ii) cooperate with Sellers’ Representative and its Representatives in connection with their review of the Closing Statement. (b) The Closing Statement, the CDM Purchase Price, the CDE Purchase Price and each of their respective components set forth thereon shall become final and binding upon the parties thirty (30) days following Sellers’ Representative’s receipt thereof unless Sellers’ Representative gives written notice of its disagreement (a “Notice of Disagreement”) to Buyers prior to such date; provided that (i) the CDM Purchase Price and the CDE Purchase Price and each of their respective components set forth thereon shall become final and binding upon the parties upon Sellers’ Representative’s delivery, prior to the expiration of such thirty (30)-day period, of written notice to Buyers of its acceptance of the CDM Purchase Price and the CDE Purchase Price and each of their respective components set forth thereon, (ii) except to the extent addressed by a consolidating balance sheet duly delivered Notice of Sellers as Disagreement prior to the expiration of such thirty (30)- day period, the Closing DateStatement, the CDM Purchase Price, the CDE Purchase Price and each of their respective components set forth thereon, shall become final and binding upon the parties upon Sellers’ Representative’s delivery of a Notice of Disagreement, and (iii) a balance sheet Notice of each Seller as Disagreement may only include disagreements based on (A) the failure of the CDM Closing Date (the "Cash-on-Hand, CDM Closing Balance Sheets"). For Purchase Price adjustment considerationsIndebtedness, Closing Net Working Capital, CDE Closing Cash-on-Hand or CDE Closing Indebtedness in each case as reflected on the Closing Balance Sheets shall Statement, to be prepared on a consistent basis calculated in accordance with the accounting practices Agreed Accounting Principles and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth applicable definitions contained in this Section 3.01(b). Such independent determination shall Agreement and/or (B) mathematical errors in the absence computation of fraudthe CDM Closing Cash-on-Hand, bad faithCDM Closing Indebtedness, undue influenceClosing Net Working Capital, CDE Closing Cash-on-Hand, CDE Closing Indebtedness, the CDM Purchase Price or the like, or manifest error) be final CDE Purchase Price. Any Notice of Disagreement shall specify in reasonable detail the nature and binding on all amount of any disagreement so asserted for each disputed item within each component of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Closing

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 90 days after the Closing Date, CBS shall at its expense prepare and deliver to Purchaser a statement of Working Capital (ithe "Statement --------- of Working Capital") and a consolidated balance sheet statement of Sellers Net Assets (the "Statement of Net ------------------ ---------------- Assets") as of the close of business on the Closing DateDate setting forth Working Capital (as defined below) and Net Assets (as defined below), respectively, together with separate special-purpose reports of CBS's independent auditors to the effect that the Statement of Working Capital and the Statement of Net Assets have been prepared and audited in compliance with the requirements of this Section 2.5. The Statement of Working Capital and Statement of Net Assets are collectively the "Statements." ----------- During the 60-day period following Purchaser's receipt of the Statements, Purchaser and its independent auditors shall be permitted to review and make copies reasonably required of the working papers of CBS and its independent auditors relating to the Statements and shall have reasonable access to CBS representatives and its independent auditors. The Statement of Working Capital shall become final and binding upon the parties on the 60/th/ day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Statement of Working Capital ("Notice of Disagreement") to ---------------------- CBS prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted, (iiB) only include disagreements based on mathematical errors or based on Working Capital not being calculated in accordance with this Section 2.5, (C) only include disagreements based on the Statement of Working Capital, (D) be accompanied by a consolidating balance sheet of Sellers as of signed written confirmation by Purchaser that it has complied with the Closing Datecovenants set forth in Section 2.5(e), and (iiiE) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis if Purchaser's independent auditors are engaged by Purchaser in connection with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet andNotice of Disagreement, for purposes be accompanied by a written confirmation of this Section 3.01(b), Purchaser's independent auditors that they concur with each of the positions taken by Purchaser in the absence Notice of manifest error Disagreement. If a Notice of Disagreement complying with the preceding sentence is received by CBS in the period specified, then the Statement of Working Capital (as revised in accordance with clause (I) and (II) below) shall become final and binding upon the parties on the earlier of (I) the date CBS and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 60-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, CBS and Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, CBS and its independent auditors shall not include any matters be permitted to review and make copies reasonably required of the working papers of Purchaser and shall have reasonable access to its representatives and its independent auditors, including their working papers and make copies reasonably required relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance SheetsNotice of Disagreement. If, which dispute canat the end of such 60-day period, CBS and Purchaser have not be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereofso resolved such differences, the parties CBS and Purchaser shall together select a mutually acceptable Big Six public submit to an independent accounting firm (the "Accounting Firm") --------------- mutually acceptable to the parties for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. CBS and Purchaser shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Accounting Firm. CBS and Purchaser agree that judgment may be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within entered upon the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.5 shall be borne by CBS and Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and expenses of CBS's independent auditors incurred in connection with the criteria set forth issuance of their special- purpose reportS relating to the Statements and review of any Notice of Disagreement shall be borne by CBS, and the fees and expenses of Purchaser's independent auditors incurred in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all connection with their review of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm Statements shall be paid in equal shares borne by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Purchaser.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60i) calendar Within 90 days after the Closing Date, Westinghouse shall at its expense prepare and deliver to Buyer a statement (ithe "Statement") a consolidated balance sheet of Sellers setting forth Net Assets (as defined below) as of the Closing Date, (ii) a consolidating balance sheet close of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of business on the Closing Date (the "Closing Balance SheetsNet Assets"), together with an audited special purpose report of Westinghouse's independent auditors that the Statement has been prepared in compliance with the requirements of this Section 2(d). For Purchase Price adjustment considerationsBuyer shall cause the Sold Subsidiaries and their respective employees to assist Westinghouse in the prepara tion of the Statement and shall provide Westinghouse and its independent auditors on-site access at all reasonable times to the personnel, properties, books and records of the Sold Subsidiaries for such purpose. Buyer acknowledges that Westinghouse shall have the primary responsibility and authority for preparing the Statement. A physical inventory (exclusive of fixed assets) shall be conducted by the Sold Subsidiaries consistent with past practice on or before the Closing Balance Sheets Date for the purpose of preparing the Statement, and each of Westinghouse and Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. During the 60-day period following Buyer's receipt of the Statement, Buyer and its independent auditors shall be prepared permitted to review and make copies reasonably required of (i) the working papers of Westinghouse and its independent auditors relating to the Statement and (ii) any supporting schedules, analyses and other documentation relating to the Statement. The Statement shall become final and binding upon the parties on a consistent basis the sixtieth day following delivery thereof, unless Buyer gives written notice of its disagreement with the accounting practices Statement ("Notice of Disagreement") to Westinghouse prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted, (B) only include disagreements based on mathematical errors or based on Closing Net Assets not being calculated in accordance with this Section 2(d), (C) be accompanied by a certificate of Buyer that it has complied with the covenants set forth in Section 2(d)(iv) and procedures applied (D) if Buyer's independent auditors are engaged by Sellers Buyer in connection with the preparation of the Interim Balance Sheet andNotice of Disagreement, for purposes be accompanied by a certificate of this Section 3.01(b), Buyer's independent auditors that they concur with each of the positions taken by Buyer in the absence Notice of manifest error Disagreement. If a Notice of Disagreement complying with the preceding sentence is received by Westinghouse in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon the parties on the earlier of (I) the date Westinghouse and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 60-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, Westinghouse and Buyer 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 Westinghouse and its independent auditors shall not include any matters have reasonable on-site access during normal business hours to the personnel, properties, books, records, schedules, analyses and working papers of the Sold Subsidiaries and shall be permitted to review and make copies reasonably required of the working papers of Buyer and its independent auditors (if any) relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance SheetsNotice of Disagreement. If, at the end of such 60-day period, Westinghouse and Buyer have not so resolved such differences, Westinghouse and Buyer shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute cannot and which were properly included in the Notice of Disagreement. The Accounting Firm shall be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six internationally recognized independent public accounting firm (which agreed upon by the parties hereto in writing. Westinghouse and Buyer 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. Westinghouse and Buyer agree that judgment may be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within entered upon the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2(d) shall be borne by Westinghouse and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate alloca tions 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. The fees and expenses of Westinghouse's independent auditors incurred in connec tion with the criteria set forth issuance of their audited special purpose report relating to the Statement and review of any Notice of Disagreement shall be borne by Westinghouse, and the fees and expenses of Buyer's independent auditors incurred in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all connection with their review of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm Statement shall be paid in equal shares borne by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Buyer.

Purchase Price Adjustment. Sellers and Buyers The Draft Closing Balance Sheet shall jointlybe adjusted to reflect the resolution of all disputes pursuant to Section 1.4(b) (as so adjusted, within sixty (60) calendar days after the Closing Date, prepare (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance SheetsSheet"). For Purchase Price adjustment considerations, the The Closing Balance Sheets Sheet shall be prepared on a consistent basis with deemed final for the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes purpose of this Section 3.01(b), in 1.4(c) upon the absence earlier of manifest error (which shall not include any matters relating i) the failure of Sellers' Representative to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event notify Buyer of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one Business Days of Buyer's delivery of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Draft Closing Balance Sheets or Sheet to Sellers' Representative and (ii) the resolution of any dispute relating thereto submitted all disputes pursuant to an independent Big Six public accounting firmthe provisions of Section 1.4(b). In the event that $877,868.43 exceeds Working Capital, whichever then the case may be, the following Purchase Price Adjustment shall be paid adjusted downward in an amount equal to such excess and Sellers shall pay within five (5) Business Days following the Closing Balance Sheet being deemed final, such amount to Buyer by wire transfer of immediately available funds to the parties:account designated by Buyer. As used herein, "Working Capital" means the aggregate net book value as of the Closing Date of the Company's current assets as reflected in the Closing Balance Sheet (including, but not limited to, accounts receivable, inventory and prepaid assets, but expressly excluding, however, positive cash balances, marketable securities and deferred tax assets), minus the net book value as of the Closing Date of the Company's current liabilities as reflected in the Closing Balance Sheet (including, but not limited to, trade accounts payable, accrued expenses, accrued payroll and taxes and negative cash balances or other current borrowings, but expressly excluding, however, accruals or obligations for payments of bonuses or profit sharing payable to or on behalf of employees of the Company and notes or other indebtedness payable to shareholders of the Company).

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar days As soon as practicable (but not later than one-hundred twenty (120) days) after the Closing DateClosing, prepare (i) a consolidated balance sheet Purchaser shall provide the Sellers, by notice in writing, with its calculation of Sellers as of the Closing DateWorking Capital, (ii) a consolidating balance sheet of Sellers in reasonable detail as of the Closing Date, and during such period Sellers shall cooperate fully with any reasonable requests by Purchaser for information concerning Working Capital or the components thereof. If Sellers do not object thereto within thirty (iii30) days after receipt, by notice stating such objections in reasonable detail, the same shall be deemed the “Definitive Closing Working Capital.” If such notice is timely given by Sellers, the Parties shall use their reasonable efforts to reconcile such objections for a balance sheet period of each Seller thirty (30) days thereafter, and if they do so, their agreement as to Working Capital shall be deemed the Definitive Closing Working Capital. If the Parties are unable to do so, either Party may submit the items in dispute for determination as promptly as practicable to Xxxxx Xxxxxxxx LLP, or if such firm is unavailable, an internationally recognized accounting firm with no connection to Purchaser, the Company or Sellers (i) to be agreed upon by Purchaser and Sellers, or if they cannot so agree within fifteen days from a request by either Purchaser or Sellers, (ii) appointed by the American Arbitration Association (the “Arbitrating Accountants”). The costs of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets Arbitrating Accountants shall be prepared on a consistent basis with allocated between the accounting practices Sellers and procedures applied by Sellers the Purchaser in the preparation same proportion that the aggregate amount of disputed items that were determined in favor of the Interim Balance Sheet andother Party (as finally determined by the Arbitrating Accountants) bears to the total amount of disputed items submitted by the Parties, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with Arbitrating Accountants shall be deemed the criteria set forth in this Section 3.01(b). Such independent determination Definitive Closing Working Capital which shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties heretoParties and may be entered in and enforced by any court having jurisdiction. All feesEach Party shall bear its own legal fees and costs in connection with such arbitration. For purposes hereof, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:“

Purchase Price Adjustment. Sellers Within the seventy-five (75) days after Closing or sooner if possible, Buyer and Buyers Seller shall jointlymutually determine the actual number of Purchased Subscribers actually transferred to Buyer. If the number of Purchased Subscribers transferred to Buyer is less than 21,972, then Seller shall deliver a written instruction to Escrow Agent within sixty five business days of Closing instructing Escrow Agent to release to Buyer from the Seller Escrow Deposit an amount equal to $117.50 per Purchased Subscriber for the deficiency and the Purchase Price shall be reduced accordingly. In the event a Purchased Subscriber is not successfully transferred to Buyer as a result of subsection (60iii) calendar days below, then the amount released to Buyer from the Seller Escrow Deposit for each such Purchased Subscriber will be $117.50 less any monies received by Buyer for the first successful billing by Buyer in the first month after the Closing. For purposes of determining the number of Purchased Subscribers transferred to Buyer for this Section 2.3(d), a Purchased Subscriber shall be deemed to have been transferred to Buyer only if (i) such Purchased Subscriber was successfully billed by Buyer in the first month after the Closing Date, prepare (i) a consolidated balance sheet and Seller was not aware of Sellers as of anything which would reasonably lead Seller to believe that the Closing Dateamount billed to such Purchased Subscriber on such xxxx was uncollectible, (ii) Buyer has not received a consolidating balance sheet written or telephonic notice from or on behalf of Sellers as of the Closing Datesuch Purchased Subscriber or a clearinghouse indicating that such Purchased Subscriber intends to cancel or has cancelled, and (iii) where such Purchased Subscriber is billed by AT&T or would otherwise be subject to the October 29, 2009 letter directive from AT&T Billing Solutions attached hereto as Exhibit 2.3(d) (the “AT&T Guidelines”), such Purchased Subscriber was successfully billed by Buyer in the second month after the Closing or, if not successfully billed, then only if such failure to xxxx was as a balance sheet of each Seller as result the enforcement of the Closing Date (the "Closing Balance Sheets")AT&T Guidelines or an expansion of such AT&T Guidelines in any manner. For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b)Furthermore, in the absence of manifest error event a Purchased Subscriber is successfully billed by Buyer, in accordance with the immediately preceding sentence, but such successful billing is subsequently challenged or denied by a carrier (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet)e.g., the only adjustments to accounting reserves and accruals reflected therein AT&T) and/or Buyer is informed that a carrier will no longer accept billing for such Purchased Subscriber, then such Purchased Subscriber shall be those made excluded from the number of Purchased Subscribers transferred to reflect changes in such reserves and accruals between Buyer for this Section 2.3(d). Finally, on the date of that Seller presents Buyer with satisfactory evidence that the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria exceptions set forth in this Section 3.01(b). Such independent determination on Schedule 2.1 have been removed and discharged, provided such date is no later than January 15, 2010, Buyer shall (in instruct the absence of fraud, bad faith, undue influence, or Escrow Agent to release $883,750 from the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Seller Escrow Deposit.

Purchase Price Adjustment. Sellers and Buyers If the Final Purchase Price calculated using the results of the Physical Inventory is greater than the Estimated Purchase Price, then Buyer shall jointlypay the difference between such amounts to Seller. If the Final Purchase Price is less than the Estimated Purchase Price, then Seller shall pay the difference between such amounts to Buyer. Such payment shall be made by wire transfer in immediately available funds to an account designated by the recipient. The payment of the Purchase Price Adjustment shall be made within ten (10) days following the final determination of the Physical Inventory. In order to determine the Physical Inventory, within sixty (60) calendar days after following the Closing Date, prepare (i) a consolidated balance sheet of Sellers as of Seller shall cause the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, Physical Inventory to be calculated and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets such calculation shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating delivered to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and SellersBuyer. Within ten (10) calendar days after of Buyer's receipt of Seller's calculation of Physical Inventory, Buyer shall, in writing, either (i) advise Seller that Buyer agrees with Seller's calculation of the completion of mutually agreed upon Closing Balance Sheets Physical Inventory; or (ii) advise Seller, in reasonable detail, of the resolution nature and extent of any dispute relating thereto submitted disagreement with Seller's calculation of the Physical Inventory. If, after good faith negotiations, Buyer and Seller are unable to an independent Big Six resolve any such disagreement within ten (10) days after Buyer's notice to Seller, the parties shall submit the determination of any disputed items to a national certified public accounting firmfirm reasonably acceptable to both parties (the "Accounting Arbitrator"). The Accounting Arbitrator shall determine which of the positions asserted, whichever either that asserted by Buyer or that asserted by Seller is correct. The Accounting Arbitrator's decision on the case may be, the following Purchase Price Adjustment disputed items shall be paid by final and binding on the parties:parties and shall not be appealable to any court. Each party shall bear the fees and expenses of its own representatives in connection with the determination of the Physical Inventory, and shall share equally the fees and expense of the Accounting Arbitrator.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty 5.3.1. Within thirty (6030) calendar days after the Closing Date, Buyer shall prepare (i) and deliver to Seller a consolidated balance sheet of Sellers statement setting forth Buyer’s calculation, as of the Closing Date, (ii) a consolidating balance sheet of Sellers as that portion of the Inventory which consists of finished goods (the “Closing DateInventory”) prepared in accordance with generally accepted (i.e., GAAP) inventory valuation principles and methodologies. Seller shall have ten (10) days after receipt of Xxxxx’s Closing Inventory calculation to notify Buyer of any disputes regarding the Closing Inventory calculation. During the 10-day review period, Seller shall have full access to Xxxxx’s work papers and to the persons who prepared the Closing Inventory calculation. If Seller notifies Buyer of any good faith disputes in accordance with this Section 5.3.1, then the Parties will negotiate in good faith in an effort to resolve those disputes. If the Parties are unable to resolve any dispute within thirty (30) days after Xxxxx receives notice, then either party may submit that dispute for resolution to an accountant with an independent accounting firm of recognized national or regional standing mutually acceptable to Buyer and Seller and, unless the parties otherwise agree, which accountant is not then providing, and (iii) a balance sheet of each Seller as of has not provided at any time during the period commencing two years prior to the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between through the date of the Interim Balance Sheet and the date its determination pursuant to this Section 5.3.1, services to any of the Closing Balance Sheet. In the event Buyer, Seller, or any of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged . The resolution of any dispute by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent that accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten rendered within thirty (1030) calendar days after (i) submission of the completion dispute to the accounting firm and shall be conclusive and binding upon the Parties. The substantially non-prevailing Party shall be responsible for the fees and costs of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:.

Purchase Price Adjustment. Sellers and Buyers shall jointly(a) As soon as reasonably practical after the Closing Date, but in any event within sixty (60) calendar days thereafter, the Buyers shall prepare and deliver to Seller a statement (the “Adjustment Amount Statement”) setting forth Buyers’ good faith calculation of the Adjustment Amount, including the Pre-Paid Amount, the Outstanding Fuel and O&M Costs, the Extraordinary Costs, and the Outstanding Prorated Property Taxes, together with reasonably detailed supporting information. Buyers shall prepare the Adjustment Amount Statement in accordance with the Adjustment Methodology as set forth on Schedule 3.1(b). Seller shall have forty-five (45) days from the date of its receipt of the Adjustment Amount Statement to review the Adjustment Amount Statement as to the calculation and amount of the Adjustment Amount reflected thereon. The Buyers shall provide to Seller and its accountants and Representatives reasonable access to all work papers, documentation and data prepared or used by Buyers and their representatives in connection with preparation of the Adjustment Amount Statement. Within forty-five (45) days after Seller’s receipt of the Closing DateAdjustment Amount Statement, prepare Seller shall notify the Buyers in writing if Seller disagrees with all or any portion of the Adjustment Amount Statement (i) the “Notice of Disagreement”). If the Buyers do not receive a consolidated balance sheet Notice of Sellers Disagreement within such 45-day period, it shall be deemed that Seller has accepted the Adjustment Amount Statement with respect to all items set forth therein as of the Closing Date, (ii) a consolidating balance sheet expiration of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two45-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:day period.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 60 days after the Closing Date, Seller shall prepare (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) deliver to Buyer a balance sheet of each Seller the Division as of the close of business on the Closing Date comprising the Assets and the outstanding Assumed Liabilities (the "Closing Balance SheetsSheet"). For Purchase Price adjustment considerations, purposes of preparing the Closing Balance Sheets Sheet, Buyer shall be prepared on a consistent basis with the accounting practices make Division Employees available to Seller (without charge) and procedures applied by Sellers in the preparation of the Interim Balance Sheet andsuch employees shall, for purposes the purpose of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers assisting Seller in preparing the Interim Closing Balance Sheet), be instructed by Buyer to act at Seller's direction. During the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date 30 days immediately following Buyer's receipt of the Closing Balance Sheet, Buyer shall be entitled to review the Closing Balance Sheet and Seller's working papers relating to the Closing Balance Sheet, and Seller shall provide Buyer access at all reasonable times to its personnel, properties, books and records to the extent relevant and not comprising Assets. In the event of a dispute between The Closing Balance Sheet shall become final and binding upon the parties regarding on the preparation thirtieth day following delivery thereof unless Buyer gives written notice to Seller of its disagreement with the method of presentation of the Closing Balance SheetsSheet (a "Notice of Disagreement") 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 Seller with respect to the Closing Balance Sheet, which then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters properly in dispute cannot be reconciled are finally resolved in writing by the mutual agreement Accounting Firm (as defined below). During the 30 days immediately following the delivery of the parties within fifteen (15) business days after one any Notice of the parties has notified Disagreement, 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 such Notice of Disagreement. During such period, Buyer and Seller shall each have access to the other party thereofparty's working papers prepared in connection with the other party's preparation of a Notice of Disagreement. At the end of such 30-day period, the parties Seller and Buyer shall together select a mutually acceptable Big Six public submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which shall be unrelated toremain in dispute and which were properly included in any Notice of Disagreement, and not the Accounting Firm shall reach a final, binding resolution of all matters which remain in any manner affiliated withdispute. The Closing Balance Sheet, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within with such adjustments necessary to reflect the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination Accounting Firm's resolution of the disputed item or items consistent with the criteria set forth matters in this Section 3.01(b). Such independent determination dispute, shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be become final and binding on all Buyer and Seller on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be Xxxxxx Xxxxxxxx, or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The cost of any arbitration (including the fees and expenses of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm Accounting Firm) pursuant to this Section 2.5 shall be paid in equal shares borne 50% by Buyers Buyer and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid 50% by the parties:Seller.

Purchase Price Adjustment. Sellers At least 120 days prior to the last day on which such tax return can be timely filed (taking into account all available extensions of time to file), the Stockholders shall deliver, or cause to be delivered, to Purchaser a copy of the proposed final corporate income tax return for Seller (along with supporting materials and Buyers shall jointly, within sixty (60work papers) calendar days after that has been prepared for the taxable year of Seller in which the Closing Date, prepare (i) occurs and which has been prepared in a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date manner consistent with Seller's past practices (the "Closing Balance SheetsFinal Tax Return"), and a statement setting forth a detailed calculation of the amount of taxable income reflected on the Final Tax Return that is attributable to the period ending on June 30, 1999 (the "Short-Period Amount"). For Purchase Price adjustment considerations, the Closing Balance Sheets The Final Tax Return shall be prepared on a consistent basis filed with the accounting practices and procedures applied by Sellers Internal Revenue Service as provided in the preparation subsection (c) below. Within thirty (30) days after delivery of the Interim Balance Sheet andFinal Tax Return, Purchaser may dispute all or any portion of the Final Tax Return or the calculation of the Short-Period Amount by giving written notice (a "Notice of Disagreement") to the Stockholders setting forth in reasonable detail the basis for purposes any such dispute (any such dispute being hereinafter called a "Disagreement"). If Purchaser does not deliver a Notice of this Section 3.01(b)Disagreement within such thirty (30) day period, in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein it shall be those made deemed to reflect changes in such reserves have irrevocably accepted the Final Tax Return and accruals between the date calculation of the Interim Balance Sheet Short-Period Amount as prepared and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled delivered by the mutual agreement Stockholders. If Purchaser shall deliver a Notice of the parties Disagreement within fifteen such thirty (1530) business days after one of the parties has notified the other party thereofday period, the parties shall together select promptly commence good faith negotiations with a view to resolving all such Disagreements. If Purchaser shall deliver a Notice of Disagreement and the Stockholders shall not dispute all or any portion of such Notice of Disagreement by giving written notice to Purchaser setting forth the basis for such disputes within thirty (30) days following delivery of such Notice of Disagreement, the Stockholders shall be deemed to have irrevocably accepted the Final Tax Return and the calculation of the Short-Period Amount as modified in the manner described in the Notice of Disagreement. If the Stockholders dispute all or any portion of the Notice of Disagreement within the thirty (30) day period described in the previous sentence, and within thirty (30) days following the delivery to Purchaser of the notice of such dispute the Stockholders and Purchaser do not resolve the Disagreement (as evidenced by a written agreement between the Stockholders and Purchaser), such Disagreement shall thereafter be referred by either of Purchaser or the Stockholders to a mutually acceptable Big Six public agreeable independent accounting firm (which for a resolution of such Disagreement in accordance with the terms of this Agreement. The determinations of such firm with respect to any Disagreement shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or rendered within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination thirty (30) days after referral of the disputed item Disagreement to such firm or items consistent with as soon thereafter as practicable, shall be final and binding upon the criteria parties, the amount so determined shall be used to complete the Final Tax Return and to calculate the Short-Period Amount and the parties agree that the procedures set forth in this Section 3.01(b)2.3(b) shall be the sole and exclusive remedy for the Disagreement. Such independent determination Purchaser and the Stockholders each shall (in use all commercially reasonable efforts to cause the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm to render its determination within the thirty (30) day period described in the previous sentence, and each shall cooperate with such firm and provide such firm with access to the books, records, personnel and representatives of it and such other information as such firm may require in order to render its determination. The fees and expenses of any independent accounting firm retained pursuant to this Section 2.3(b) shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid half by the parties:Stockholders and half by Purchaser.

Purchase Price Adjustment. Sellers and Buyers shall jointly, As soon as practicable but within sixty (60) calendar days after the Closing Effective Date, the Seller, at his expense, shall cause Xxxxx Xxxxxx & Company, L.L.C., an independent certified public accountant, to prepare (i) a consolidated combined balance sheet of Sellers as sheets of the Closing Date, (ii) a consolidating balance sheet of Sellers as of Companies immediately prior to the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date Effective Time (the "Closing Effective Time Balance SheetsSheet") setting forth the tangible net worth of the Company using accrual accounting and in conformance with generally accepted accounting principles (the "Tangible Net Worth"). For Purchase Price adjustment considerationsA copy of the Effective Time Balance Sheet shall be promptly furnished to the Buyer. If the Buyer disagrees with the Tangible Net Worth, the Closing Balance Sheets Buyer shall be prepared on a consistent basis with engage an independent public accounting firm, at its expense, to audit the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Effective Time Balance Sheet and deliver a certified written report to the date of Seller confirming the Closing Balance SheetTangible Net Worth ("Audited Tangible Net Worth"). In If the event Seller fails to notify the Buyer of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties concerning Audited Tangible Net Worth within fifteen (15) business days after one receiving the report from the accounting firm selected by the Buyer, such report shall be deemed accepted for purposes of calculating Tangible Net Worth. If the parties has notified Seller should so notify the other party thereofBuyer of a dispute concerning Audited Tangible Net Worth, the parties Buyer shall together select a then engage another big-five independent accounting firm that is mutually acceptable Big Six public to the Buyer and the Seller to resolve such dispute and such firm shall notify the Buyer and the Seller of its resolution of such dispute within two weeks of its engagement by the Buyer. The cost of services provided by such big-five accounting firm (which shall be unrelated to, borne equally by the Buyer and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm Seller. Any such resolution shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all parties hereto for the purposes of calculating Tangible Net Worth. In the event the Tangible Net Worth is less than $500,000, the Seller shall pay such deficit portion to the Buyer within thirty (30) days following the later of Xxxxx Xxxxxx & Company, L.L.C.'s determination of the parties hereto. All feesTangible Net Worth, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion determination of mutually agreed upon Closing Balance Sheets the Audited Tangible Net Worth or (ii) the resolution of any dispute relating thereto submitted by such big-five accounting firm on a dollar-for-dollar basis. In the event the Tangible Net Worth is greater than $500,000, the Buyer shall pay the excess amount, on a dollar-for-dollar basis, to an independent Big Six public the Seller within thirty (30) days following the later of Xxxxx Xxxxxx & Company, L.L.C.'s determination of the Tangible Net Worth, the determination of Audited Tangible Net Worth, or the resolution of any dispute by such big-five accounting firm. For purposes of this Section 1.3, whichever "Tangible Net Worth" shall mean the case may be, net book value of the following Purchase Price Adjustment Companies at the Effective Time determined in accordance with generally accepted accounting principles applied on a consistent basis. Net book value shall be paid calculated by subtracting the parties:book value of all of the liabilities of the Companies from the book value of all tangible assets of the Companies.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 60 days after the Closing Date, Buyer shall prepare (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) deliver to MagneTek a balance sheet of each Seller the Columbus Business as of the close of business on the Closing Date comprising the Assets and the outstanding Assumed Liabilities (the "Closing Balance SheetsSheet"). For Purchase Price adjustment considerations, purposes of preparing the Closing Balance Sheets Sheet, MagneTek shall be prepared on a consistent basis with the make its accounting practices personnel available to Buyer (without charge) and procedures applied by Sellers in the preparation of the Interim Balance Sheet andsuch employees shall, for purposes the purpose of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers assisting Buyer in preparing the Interim Closing Balance Sheet), be instructed by MagneTek to act at Buyer's direction. During the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date 30 days immediately following MagneTek's receipt of the Closing Balance Sheet, MagneTek shall be entitled to review the Closing Balance Sheet and Buyer's working papers relating to the Closing Balance Sheet, and Buyer shall provide MagneTek access at all reasonable times to its personnel, properties, books and records to the extent relevant. In the event of a dispute between The Closing Balance Sheet shall become final and binding upon the parties regarding on the 30th day following delivery thereof unless MagneTek gives written notice to Buyer of its disagreement with the Closing Balance Sheet (a "Notice of Disagreement") 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 Buyer with respect to the Closing Balance Sheet, then the Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days immediately following the delivery of any Notice of Disagreement, MagneTek and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement. During such period, Buyer and MagneTek shall each have access to the other party's working papers prepared in connection with the other party's preparation of the Closing Balance SheetsSheet or a Notice of Disagreement. At the end of such 30-day period, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties MagneTek and Buyer shall together select a mutually acceptable Big Six public submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters which shall be unrelated toremain in dispute and which were properly included in any Notice of Disagreement, and not the Accounting Firm shall reach a final, binding resolution of all matters which remain in any manner affiliated withdispute. The Closing Balance Sheet, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within with such adjustments necessary to reflect the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination Accounting Firm's resolution of the disputed item or items consistent with the criteria set forth matters in this Section 3.01(b). Such independent determination dispute, shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be become final and binding on all Buyer and MagneTek on the date the Accounting Firm delivers its final resolution to the parties. The Accounting Firm shall be Xxxxxx Xxxxxxxx, or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm with offices in Columbus, Ohio, as shall be agreed upon by the parties hereto in writing. The cost of any arbitration (including the fees and expenses of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm Accounting Firm) pursuant to this Section 2.5 shall be paid in equal shares borne 50% by Buyers Buyer and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid 50% by the parties:MagneTek.

Purchase Price Adjustment. Each of the parties hereto acknowledges and agrees that in the ordinary course of business, certain of the railcars or locomotives included as part of the Purchased Assets may be sold by a Seller to a third party or may be materially damaged or completely destroyed as a result of third party negligence or otherwise. In addition, in the ordinary course of business, the Sellers and Buyers shall jointlymay acquire additional railcars or locomotives that, within sixty (60) calendar days after by operation of the terms of this Agreement, will be included as part of the Purchased Assets. As a result, one business day prior to the Closing Date, prepare Sellers shall provide Buyer Parties with an updated Schedule 3.7(C) identifying (i) any railcars or locomotives that have been sold or suffered material damage or destruction that will be excluded from the Purchased Assets, and (ii) any additional railcars or locomotives acquired by Sellers in the ordinary course of business that will be included as part of the Purchased Assets, in each case since delivery of the immediately preceding Schedule 3.7(C). Upon delivery of the updated Schedule to Buyer Parties in accordance with the preceding sentence (and completion of Buyer Parties' review thereof to the extent practicable), the Purchase Price payable at Closing shall be adjusted to reflect such additions and deletions in the composition and quantity of the Purchased Assets in accordance with the formula (the "Adjustment Formula") set forth on Exhibit P. Within ten (10) business days following the Closing, Sellers shall deliver to Buyer Parties a consolidated balance sheet of Sellers final updated Schedule 3.7(C) as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of . Rather than the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerationsAdjustment Formula, the Closing Balance Sheets Stipulated Loss Value for each affected railcar or locomotive shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet to such final updated Schedule 3.7(C), and, for purposes to the extent of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes change in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between Schedule that is undisputed by the parties regarding the preparation of the Closing Balance Sheetshereto, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen ten (1510) business days after one delivery to Buyer Parties of such Schedule, if such change results in a decrease of the parties Purchase Price, Sellers shall pay to Buyer Parties the amount by which the Purchase Price has notified decreased, and if such change results in an increase of the other party thereofPurchase Price, Buyer Parties shall pay the parties shall together select a mutually acceptable Big Six public accounting firm (amount by which the Purchase Price has increased. Resolution of disputed items in such updated Schedule shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within addressed pursuant to the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination provisions of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Article VIII hereof.

Purchase Price Adjustment. Sellers and Buyers (a) No less than two Business Days prior to the Closing Date, Seller shall jointly, within sixty deliver a notice to Purchaser which sets forth Seller's good faith estimate of Working Capital as of the close of business on the day immediately preceding the Closing Date (60) calendar the "Estimated Closing Working Capital"). Within 30 days after the Closing Date, Purchaser shall prepare (i) and deliver to Seller a consolidated balance sheet of Sellers statement setting forth Working Capital as of the Closing Date, (ii) a consolidating balance sheet close of Sellers as of business on the Closing Date, and (iii) a balance sheet of each Seller as of day immediately preceding the Closing Date (the "Closing Balance SheetsInitial WC Statement"). For Purchase Price adjustment considerationsDuring the 30 days immediately following Seller's receipt of the Initial WC Statement, Seller will be permitted to review Purchaser's working papers relating to the Closing Balance Sheets Initial WC Statement, all of Purchaser's and each Company's books and records with respect thereto and such other books and records of Purchaser and each Company as Seller may reasonably request in connection with such review. The Initial WC Statement shall be prepared become final and binding upon the parties (and shall thereupon become the Final 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 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 parties, and shall thereupon become the "Final WC Statement", on the earlier of (x) the date on which the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, and 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 are properly in dispute by providing each of the parties hereto with a Final WC Statement. During the 30 days immediately following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing (and thereby agree on a consistent basis Final WC Statement) any differences which they may have with the accounting practices and procedures applied by Sellers respect to any matter specified in the Notice of Disagreement. During such period, Purchaser shall have access to the working papers of Seller prepared in connection with Seller's preparation of the Interim Balance Sheet Notice of Disagreement. At the end of such 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 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, for purposes within 30 days of this Section 3.01(b), in its receipt of the absence Submitted Notice of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet)Disagreement, the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm Accounting Firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of frauda final determination, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto, of Working Capital as of the close of business on the day immediately preceding the Closing Date. All fees, costs Purchaser and expenses incurred in retaining such independent accounting firm Seller shall be paid in equal shares by Buyers share equally the cost of the Accounting Firm's review and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:determination.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60i) calendar Within 60 days after the Closing Date, prepare (i) Sellers shall cause to be prepared and delivered to Buyer a consolidated balance sheet of Sellers PHC as of the close of business on the day immediately prior to the Closing Date (such balance sheet, in its final and binding form, the "Closing Net Book Value Statement"). The Closing Net Book Value Statement shall be prepared in accordance with the Applicable Accounting Principles in a manner consistent with the preparation of the Initial Net Book Value Statement (without regard to any purchase accounting adjustments arising out of the consummation of the transactions contemplated hereby) and the principles set forth on Schedule 2(b) hereto (the "Adjustment Principles") which, in the event of a conflict with the Applicable Accounting Principles, shall control. The parties agree that the adjustment contemplated by this Section 2(b) is solely intended to show changes in the assets and the liabilities reflected in Net Book Value from June 29, 1996 (as reflected on the Initial Net Book Value Statement) to the close of business on the day immediately prior to the Closing and that any such change can only be measured if the Closing Net Book Value Statement is prepared using the same methodologies, practices and principles (subject to the immediately preceding sentence) as were used in connection with the preparation of the Initial Net Book Value Statement. During the preparation of the Closing Net Book Value Statement and the period of any dispute with respect thereto, Buyer shall (A) provide Sellers and Sellers' representatives with full access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of PHC, (B) provide Sellers as promptly as practicable following the Closing Date (but in no event later than 15 days after the Closing Date, (ii) a consolidating balance sheet of Sellers with normal year-end closing financial information for PHC for the period ending as of the close of business on the day immediately prior to the Closing Date, and (iiiC) a balance sheet of each Seller as of cooperate fully with Sellers and Sellers' representatives, including the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared provision on a consistent timely basis of all information necessary or useful in connection with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Net

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60i) calendar Within 60 days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (ithe "STATEMENT"), certified by an independent, nationally recognized accounting firm retained by Seller ("SELLER'S ACCOUNTANTS") a consolidated balance sheet of Sellers to the effect that the Statement has been prepared in compliance with this Section 1.02(d), setting forth Working Capital (as defined below) as of the Closing Date, (ii) a consolidating balance sheet close of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of business on the Closing Date ("CLOSING WORKING CAPITAL") and a certificate of Seller that the "Closing Balance Sheets"Statement has been prepared in compliance with the requirements of this Section 1.02(d). For Purchase Price adjustment considerations, Buyer shall cause the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices Transferred Subsidiaries and procedures applied by Sellers their employees to assist Seller and Seller's Accountants in the preparation of the Interim Balance Sheet andStatement. Buyer or an independent, for purposes of this Section 3.01(b), nationally recognized accounting firm retained by Buyer ("BUYER'S ACCOUNTANTS") may participate in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Statement; PROVIDED, HOWEVER, that Buyer acknowledges that Seller shall have the primary responsibility and authority for preparing the Statement and Seller's Accountants shall have the primary responsibility and authority for certifying the Statement. During the 30-day period following Buyer's receipt of the Statement, Buyer and Buyer's Accountants shall be permitted to review the working papers of Seller and Seller's Accountants relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, unless Buyer gives written notice of its disagreement with the Statement ("NOTICE OF DISAGREEMENT") to Seller on or prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted, (B) only include disagreements based on mathematical errors or based on Closing Balance SheetsWorking Capital not being calculated in accordance with this Section 1.02(d), (C) be accompanied by a certificate of Buyer that it has complied with the covenants set forth in Section 1.02(d)(iv) and (D) be accompanied by a certificate of Buyer's Accountants that the Notice of Disagreement has been prepared in compliance with this Section 1.02(d) (which dispute cannot certificate may be reconciled qualified or limited in a manner that is substantially similar to any qualification or limitation contained in the certificate delivered by Seller's Accountants in connection with the Statement). If a Notice of Disagreement is received by Seller in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon Seller and Buyer on the earlier of (I) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the mutual agreement Accounting Firm (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the parties within fifteen (15) business days after one matters specified in the Notice of Disagreement. During such period Seller and Seller's Accountants shall have access to the parties has notified working papers of Buyer and Buyer's Accountants relating to the other party thereofNotice of Disagreement. At the end of such 30-day period, the parties Seller and Buyer shall together select submit to a mutually acceptable Big Six United States office of a nationally recognized independent public 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. The Accounting Firm shall be unrelated toKPMG Peat Marwick LLP or, if such firm is unable or unwilling to act, such other United States office of a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Seller and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, Buyer shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to it within 30 days following such submission. Seller and not currently or within Buyer agree that judgment may be entered upon the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with Accounting Firm in any court having jurisdiction over the criteria set forth in party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.01(b)1.02(d) shall be borne 50% by Seller and 50% by Buyer. Such independent determination shall (The fees and disbursements of Seller's Accountants incurred in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all connection with their certification of the parties hereto. All feesStatement and review of any Notice of Disagreement shall be borne by Seller, costs and expenses the fees and disbursements of Buyer's Accountants incurred in retaining such independent accounting firm connection with their review of the Statement and certification of any Notice of Disagreement shall be paid in equal shares borne by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Buyer.

Purchase Price Adjustment. Sellers and Buyers shall jointly(a) As soon as possible, but in any case within sixty (60) calendar 20 days after following the Closing Date, the Seller shall prepare (i) and deliver to the Buyer a consolidated balance sheet of Sellers for the Company as of the Closing Date, (ii) a consolidating balance sheet close of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of business on the Closing Date (the "Closing Balance SheetsCLOSING DATE BALANCE SHEET"). For Purchase Price adjustment considerations, the The Closing Date Balance Sheets Sheet shall be prepared on a consistent basis in accordance with the accounting practices and procedures GAAP, applied by Sellers in the preparation of same manner used by the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers Company in preparing the Interim Financial Statements. At the Seller's option, such Closing Date Balance SheetSheet may be audited at the Seller's sole cost and expense. The Buyer shall notify the Seller in writing within 30 days following delivery of the Closing Date Balance Sheet if the Buyer disputes any item therein (the "PURCHASE PRICE ADJUSTMENT NOTICE"), and if the only adjustments to accounting reserves and accruals reflected therein Purchase Price Adjustment Notice is not delivered within such time period, the Buyer shall be those made deemed to reflect changes in such reserves and accruals between have accepted the date of the Interim Closing Date Balance Sheet and it shall be final and binding upon all the date of parties hereto. If the Buyer timely disputes any item in the Closing Date Balance Sheet, the Seller and the Buyer agree to use their best efforts to reach agreement upon any disputed items in the Closing Date Balance Sheet (the "DISPUTED ITEMS"). In Any Disputed Items remaining unresolved on the event 30th day after delivery by the Buyer of a dispute between Purchase Price Adjustment Notice shall forthwith be submitted to the parties regarding Arbitrator. The Seller and the preparation of Buyer shall promptly present their positions with respect to the Closing Balance SheetsDisputed Items to the Arbitrator, which dispute cannot be reconciled together with such other materials as the Arbitrator may deem appropriate. Any determination by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties Arbitrator with respect to any Disputed Item shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all each party. The cost of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm Arbitrator shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid borne 50% by the parties:Seller and 50% by the Buyer.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within (i) Within sixty (60) calendar days after of the Closing Date, prepare (i) a consolidated balance sheet of Sellers and determined as of the Closing DateClosing, (ii) Seller shall at its expense cause an audit for the purpose of preparing a consolidating balance sheet statement of Sellers as of the Closing Date, Subject Assets acquired and (iii) a balance sheet of each Seller as of the Closing Date Assumed Liabilities (the "Closing Balance SheetsStatement of Assets and Liabilities") in the form attached hereto as Exhibit 1.3. Within five (5) days following completion of such audit, Seller shall prepare and deliver the Closing Statement of Assets and Liabilities to Buyer. The Closing Statement of Assets and Liabilities shall be accompanied by a check or wire transfer of an amount equal to the "Net Worth Difference" (as defined below), if any, together with interest as described in Section 1.3(a)(iv). For It is understood by the parties hereto that any such payment may not represent payment in full of the final Purchase Price, which such final Purchase Price adjustment considerationsshall be determined as provided in this Section 1.3. Said Statement shall (x) be complete and correct in all material respects, (y) represent a fair statement of the Closing Balance Sheets shall Subject Assets and Assumed Liabilities in all material respects and (z) be prepared on a consistent basis the same basis, and in accordance with generally accepted accounting principles using the accounting practices same methods and procedures applied by Sellers in on a basis consistent with the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices methods and procedures applied by Sellers in preparing used to prepare the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Base Balance Sheet. In the event of a dispute between the parties regarding the preparation of addition, in preparing the Closing Statement of Assets and Liabilities, reserve levels, including reserves and allowances for accounts receivables, inventories, warranty claims, and other items, 5 11 shall be determined on a basis consistent with that used to determine such reserves in the Base Balance SheetsSheet, which dispute cannot be reconciled by adjusted only for changes in circumstances, such as known bad debts, increases in dollar amount or quantities, or identified potential liabilities. Notwithstanding the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereofforegoing, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after hereto agree as follows: (i) the completion "Accrued warranty reserve" on the Closing Statement of mutually agreed upon Closing Balance Sheets or Assets and Liabilities shall remain at $219,630 and not be reduced; (ii) the resolution "Obsolescense reserve" on the Closing Statement of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment Assets and Liabilities shall be paid the sum of $591,992 from the Base Balance Sheet plus $439,000 that was recorded during the quarter ended June 30, 1997; (iii) the inventory accounts on the Closing Statement of Assets and Liabilities shall not be adjusted upward by $165,000 which Seller and Stockholder have indicated they believe is an amount by which such accounts in the parties:aggregate were understated on the Base Balance Sheet on account of overhead; and (iv) the fixed asset depreciation accounts on the Closing Statement of Assets and Liabilities shall not be adjusted downward by $35,000 which amount Seller and Stockholder have indicated they believe is an amount by which such accounts in the aggregate were overstated on the Base Balance Sheet. Buyer's accountants will be provided reasonable and timely access to the audit working papers of Seller's accountants documenting the procedures they performed in forming their opinion on the Closing Statement of Assets and Liabilities.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 90 days after following the Closing Date, Buyer shall prepare and deliver to Seller its calculation (ito be made in accordance with the terms of Section 1.2) a consolidated balance sheet of Sellers as of the Closing DateCash Obligation Liabilities Excess Amount (if any), (ii) a consolidating balance sheet of Sellers as of the Closing Date, Cash Amount and (iii) a balance sheet of each Seller as of the Closing Date Accrued Unfunded Pension Liability (the "“Proposed Closing Balance Sheets"Statement” and, in its final and binding form after resolution of any disputes pursuant to this Section 1.4(a). For , the “Actual Closing Statement”) and the adjusted Closing Purchase Price adjustment considerationsresulting from the Proposed Closing Statement, the Closing Balance Sheets shall be prepared on together with a consistent basis with the accounting practices copy of all supporting work papers (including schedules, memoranda and procedures applied by Sellers other documents) utilized in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet Proposed Closing Statement and the date calculation of the Closing Balance Sheet. In Purchase Price, and Seller shall have a period of 30 days (the event of a dispute between the parties regarding the preparation “Objection Period”) after delivery of the Proposed Closing Balance SheetsStatement in which to provide written notice to Buyer of any objections thereto (the “Objection Notice”), which dispute cannot be reconciled by setting forth the mutual agreement specific item of the parties within fifteen (15) business days after one of Proposed Closing Statement to which each such objection relates and the parties has notified basis for each such objection in reasonable detail. The Proposed Closing Statement and the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which resulting Closing Purchase Price shall be unrelated todeemed to be accepted by Seller, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be become final and binding on all the parties, on the later of the expiration of the Objection Period or the date on which all objections have been resolved by the parties heretoor the Accountant (as defined below) pursuant to this Section 1.4(a). All feesIf Seller gives any such Objection Notice within the Objection Period, costs then Seller and expenses incurred Buyer shall attempt in retaining good faith to resolve any dispute concerning the item(s) subject to such independent accounting firm Objection Notice as soon as practicable. If Seller and Buyer do not resolve any dispute arising in connection with the Proposed Closing Statement within the time period specified below, such dispute shall be paid resolved in equal shares by Buyers and Sellers. Within ten (10accordance with the procedures set forth in Section 1.4(b) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:below.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within (i) Within sixty (60) calendar days after of the Closing Date, prepare (i) a consolidated balance sheet of Sellers and determined as of the Closing DateClosing, (ii) Seller shall at its expense cause an audit for the purpose of preparing a consolidating balance sheet statement of Sellers as of the Closing Date, Subject Assets acquired and (iii) a balance sheet of each Seller as of the Closing Date Assumed Liabilities (the "Closing Balance SheetsStatement of Assets and Liabilities") in the form attached hereto as Exhibit 1.3. Within five (5) days following completion of such audit, Seller shall prepare and deliver the Closing Statement of Assets and Liabilities to Buyer. The Closing Statement of Assets and Liabilities shall be accompanied by a check or wire transfer of an amount equal to the "Net Worth Difference" (as defined below), if any, together with interest as described in Section 1.3(a)(iv). For It is understood by the parties hereto that any such payment may not represent payment in full of the final Purchase Price, which such final Purchase Price adjustment considerationsshall be determined as provided in this Section 1.3. Said Statement shall (x) be complete and correct in all material respects, (y) represent a fair statement of the Closing Balance Sheets shall Subject Assets and Assumed Liabilities in all material respects and (z) be prepared on a consistent basis the same basis, and in accordance with generally accepted accounting principles using the accounting practices same methods and procedures applied by Sellers in on a basis consistent with the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices methods and procedures applied by Sellers in preparing used to prepare the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Base Balance Sheet. In the event of a dispute between the parties regarding the preparation of addition, in preparing the Closing Statement of Assets and Liabilities, reserve levels, including reserves and allowances for accounts receivables, inventories, warranty claims, and other items, shall be determined on a basis consistent with that used to determine such reserves in the Base Balance SheetsSheet, which dispute cannot be reconciled by adjusted only for changes in circumstances, such as known bad debts, increases in dollar amount or quantities, or identified potential liabilities. Notwithstanding the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereofforegoing, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after hereto agree as follows: (i) the completion "Accrued warranty reserve" on the Closing Statement of mutually agreed upon Closing Balance Sheets or Assets and Liabilities shall remain at $219,630 and not be reduced; (ii) the resolution "Obsolescense reserve" on the Closing Statement of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment Assets and Liabilities shall be paid the sum of $591,992 from the Base Balance Sheet plus $439,000 that was recorded during the quarter ended June 30, 1997; (iii) the inventory accounts on the Closing Statement of Assets and Liabilities shall not be adjusted upward by $165,000 which Seller and Stockholder have indicated they believe is an amount by which such accounts in the parties:aggregate were understated on the Base Balance Sheet on account of overhead; and (iv) the fixed asset depreciation accounts on the Closing Statement of Assets and Liabilities shall not be adjusted downward by $35,000 which amount Seller and Stockholder have indicated they believe is an amount by which such accounts in the aggregate were overstated on the Base Balance Sheet. Buyer's accountants will be provided reasonable and timely access to the audit working papers of Seller's accountants documenting the procedures they performed in forming their opinion on the Closing Statement of Assets and Liabilities.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60i) calendar Within forty-five (45) days after the Closing Date, Seller shall prepare and deliver to Buyer a statement (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, in its final and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerationsbinding form, the Closing Balance Sheets shall be prepared on a consistent basis “Statement”) setting forth the Inventory Amount. In connection with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet andStatement, for purposes Seller and Buyer shall jointly take and prepare a physical count of this Section 3.01(b)the Transferred Inventory which shall take into account any Inventory sold between the Effective Time and such physical count. During the thirty (30) days immediately following Buyer’s receipt of the Statement, Buyer shall be permitted to review the final working papers relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth (30th) day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted; provided, that no such Notice of Disagreement shall be provided unless the aggregate amount of disagreements noticed is at least $100,000. If a timely Notice of Disagreement is received by Seller, then the Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the absence Notice of manifest error Disagreement or (which shall not include y) the date any matters relating to practices and procedures applied properly in dispute are finally resolved in writing by Sellers in preparing the Interim Balance Sheet), Firm. During the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between thirty (30) days immediately following the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event delivery of a dispute between Notice of Disagreement, 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 parties regarding Notice of Disagreement. During such period, Seller shall have full access to the final working papers of Buyer prepared in connection with Buyer’s preparation of the Closing Balance SheetsNotice of Disagreement. At the end of such thirty (30)-day period, Seller and Buyer shall submit to Deloitte LLP (the “Firm”) for review and resolution of any and all matters which remain in dispute cannot be reconciled by and which were properly included in the mutual agreement Notice of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated toDisagreement, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm Firm shall make an independent a final determination of the disputed item or items consistent with Inventory Amount, which determination shall be binding on the criteria set forth parties (it being understood, however, that the Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Seller (and not by independent review), only those matters which remain in this Section 3.01(bdispute and which were properly included in the Notice of Disagreement). Such independent determination The Statement shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be become final and binding on all Buyer and Seller on the date the Firm delivers its final resolution to the parties (which final resolution shall be delivered as soon as practicable following the selection of the Firm). The Firm shall be selected by Seller and Buyer or, if the parties heretoare unable to agree, by Seller’s and Buyer’s independent accountants. All fees, costs The fees and expenses incurred in retaining such independent accounting firm of the Firm pursuant to this Section 2(b) shall be paid in equal shares borne fifty percent (50%) by Buyers Buyer and Sellers. Within ten fifty percent (1050%) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Seller.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60) calendar days Promptly after the Closing DateFinal Determination Date (as defined below), prepare (iif a payment is to be made to the Buyer in accordance with Section 3.1(e) a consolidated balance sheet of Sellers as of the Closing DatePurchase Agreement, (iithen the Buyer and the Sellers’ Representative shall jointly instruct the Escrow Agent in writing to pay to the Buyer, from the Escrow Fund, the amount payable to the Buyer pursuant to Section 3.1(e) a consolidating balance sheet of Sellers as of the Closing DatePurchase Agreement, and the Escrow Agent shall promptly (iiiand in any event within five business days following the Escrow Agent’s receipt of such joint written instruction) a balance sheet of each Seller as pay such amount to the Buyer or the Buyer’s designee. If the amount paid to the Buyer or the Buyer’s designee pursuant to the preceding sentence (which shall equal zero if no amount is paid to the Buyer or the Buyer’s designee) is less than the amount of the Closing Date Working Capital Deficiency Adjustment Fund, then the Buyer and the Sellers’ Representative shall jointly instruct the Escrow Agent in writing to pay to or as instructed by the Sellers’ Representative, from the Escrow Fund, an amount equal to the difference thereof, and the Escrow Agent shall promptly (and in any event within five business days following the "Closing Balance Sheets")Escrow Agent’s receipt of such joint written instruction) pay such amount to or as instructed by the Sellers’ Representative. For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet3(a), the only adjustments term “Final Determination Date” means the earliest to accounting reserves and accruals reflected therein shall be those made occur of: (A) the thirty-first (31st) day following the receipt of the Proposed Closing Statement by the Sellers’ Representative if a Notice of Disagreement has not been delivered to reflect changes in such reserves and accruals between the Buyer by the Sellers’ Representative, (B) the date that a written resolution is executed pursuant to Section 3.1(d)(v) or Section 3.1(d)(vi) of the Interim Balance Sheet Purchase Agreement, if all outstanding matters are resolved through such resolution, and (C) the date that the Accounting Firm delivers its final, binding resolution pursuant to Section 3.1(d)(vi) of the Purchase Agreement. The Escrow Agent shall have no duty to establish the Final Determination Date or to determine whether any Notice of Disagreement has been delivered, but shall rely conclusively and without further inquiry on joint written instructions furnished by the Buyer and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent Sellers’ Representative with the criteria set forth in respect to distributions pursuant to this Section 3.01(b3(a). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:.

Purchase Price Adjustment. Sellers Within the seventy-five (75) days after Closing or sooner if possible, Buyer and Buyers Seller shall jointlymutually determine the actual number of Purchased Subscribers actually transferred to Buyer, within sixty based upon the criteria (60i) calendar days through (iii) set forth below. If the number of Purchased Subscribers transferred to Buyer is less than 26,000, then Seller shall reduce the Purchase Price payable to Seller by an amount equal to $85 for each Purchased Subscriber less than 26,000. For purposes of determining the number of Purchased Subscribers transferred to Buyer for this Section 2.3(d), a Purchased Subscriber shall be deemed to have been transferred to Buyer only if (i) such Purchased Subscriber was successfully billed by Buyer in the first month after the Closing Date, prepare (i) a consolidated balance sheet and Seller was not aware of Sellers as of anything which would reasonably lead Seller to believe that the Closing Dateamount billed to such Purchased Subscriber on such xxxx was uncollectible, (ii) Buyer has not received a consolidating balance sheet written or telephonic notice from or on behalf of Sellers as of the Closing Datesuch Purchased Subscriber or a clearinghouse indicating that such Purchased Subscriber intends to cancel or has cancelled, and (iii) where a balance sheet of each Seller Purchased Subscriber is successfully billed by Buyer, in accordance with the immediately preceding sentence, such successful billing is not subsequently challenged or denied by a carrier (e.g., Verizon) and/or Buyer is not informed that a carrier will no longer accept billing for such Purchased Subscriber as a result of the Closing Date (historical billing relationship of such Purchased Subscribers, such as its historical relationship with other billing entities, then such Purchased Subscriber shall be excluded from the "Closing Balance Sheets"). For number of Purchased Subscribers transferred to Buyer for this Section 2.3(d) and the Purchase Price adjustment considerations, the Closing Balance Sheets shall will be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:reduced accordingly.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60) calendar days after As of the Closing Effective Date, prepare the Companies and Commercial Solutions, Inc. (icollectively, the “Acquired Companies”) must have a consolidated balance sheet of Sellers as of the Closing Datetotal net worth (total assets minus total liabilities) determined in accordance with United States generally accepted accounting principles, consistent with past practice in an amount equal to Thirteen Million Five Hundred Thousand Dollars (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"$13,500,000.00). For Purchase Price adjustment considerations, If the Closing Balance Sheets shall be prepared on Acquired Companies have a consistent basis with the accounting practices and procedures applied by Sellers total net worth in the preparation excess of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error Thirteen Million Five Hundred Thousand Dollars (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet$13,500,000.00), the only adjustments to accounting reserves and accruals reflected therein Purchase Price shall be those made to reflect changes increased dollar-for-dollar in such reserves and accruals between the date amount of the Interim Balance Sheet and excess. If the date Acquired Companies have a total net worth that is less than Thirteen Million Five Hundred Thousand Dollars ($13,500,000.00), the Purchase Price shall be reduced dollar-for-dollar in the amount of the deficiency (collectively the “Purchase Price Adjustment”). The Seller shall cause its outside accountants to review the Acquired Companies’ books and records as soon as reasonably possible following the Closing Balance Sheet(as herein defined). In As part of the event review, the outside accountants will calculate the Acquired Companies’ total net worth as of November 30, 2008 in accordance with United States generally accepted accounting principles in a dispute between manner consistent with those principles used by the Seller. The outside accountants’ calculation of the Acquired Companies’ net worth shall be final and binding upon the parties regarding unless the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties Buyer objects to such calculation within fifteen (15) business days after one of the parties has notified the other party receipt thereof, in which case, the parties Buyer and the Seller shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not follow the procedures described in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within Section 9.4 to resolve the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination disagreement. Promptly upon the calculation of the disputed item or items consistent with Purchase Price Adjustment, the criteria set forth in this Section 3.01(b)Seller and the Buyer shall cancel the original Promissory Note and the Buyer shall execute and deliver a new Promissory Note to the Seller. Such independent determination The new Promissory Note shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on contain all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm terms of the original Promissory Note except the principal amount shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) adjusted to reflect the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Adjustment.

Purchase Price Adjustment. Sellers (a) On the Closing Date, Seller shall conduct a physical count of the Inventories; provided, that if the Closing shall occur in the period between December 27, 2010 and Buyers December 31, 2010, such physical count shall jointlybe conducted as promptly as reasonably practicable after the Closing Date and, within sixty in any event, shall be reconciled to the amount of Inventories as of the Closing Date. Purchaser's representatives shall be allowed to be present when such physical count is taken. Within ninety (6090) calendar days after the Closing Date, prepare (i) a consolidated balance sheet Seller shall deliver to Purchaser an unaudited statement of Sellers the Closing Date Inventories as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Dateincluding detail by SKU and expiration date(s), and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared calculated on a basis consistent basis with the Seller’s accounting practices and procedures applied using standard cost as set forth on Schedule 2.6(a) (the “Inventories Statement”). Purchaser shall provide Seller, and any Person designated by Sellers Seller in writing, with access to the preparation books and records of the Interim Balance Sheet andBusiness constituting Purchased Assets as may reasonably be requested by Seller to prepare the Inventories Statement. Subject to the provisions of Section 7.1, Purchaser shall be permitted to review the books and records of Seller relating to, and physical inventories of, the Products during the seventy-five (75) day period following the Closing. For purposes of determining the Inventories Statement only, any Inventory that is determined by Purchaser to be defective or not fit for sale or adulterated within the meaning set forth in any applicable Law shall be disregarded; provided, however, Purchaser shall notify Seller promptly in writing, but in no event later than seventy-five (75) days immediately following the Closing, of any such Inventory that Purchaser deems adulterated, defective or not fit for sale in accordance with this Section 2.6(a) and describing with specificity the SKU and batch, the manner in which it is adulterated, defective or not fit for sale, and such other information as reasonably requested by Seller. For purposes of Section 2.6(b), any such notice shall be deemed a “Disputed Item” and shall be subject to the terms and conditions of Section 2.6(b). The failure of Purchaser to give notice to Seller of any Inventory that Purchaser deems to be adulterated, defective or not fit for sale within such seventy-five (75) day period immediately following the Closing shall not limit or prevent in any way Purchaser from making an otherwise available claim pursuant to Section 8.1 in respect of any breach of any representation, warranty or covenant of Seller contained herein. During the sixty (60)-day period following Purchaser’s receipt of the Inventories Statement, Purchaser shall be permitted to review the working papers and other books and records of Seller and its Affiliates relating to the Inventories Statement, and shall be given access to the employees of Seller and its Affiliates for purposes of this Section 3.01(bevaluating the Inventories Statement. Purchaser may dispute the amounts or items reflected on or omitted from the Inventories Statement (each, a “Disputed Item”); provided, however, that Purchaser shall notify Seller in writing of each Disputed Item, and specify the absence of manifest error amount thereof in dispute and the basis therefor, within sixty (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date 60)-days after receipt of the Interim Balance Sheet and Inventories Statement. The failure by Purchaser to provide a notice of Disputed Items to Seller within such sixty (60)-day period shall constitute Purchaser’s acceptance of all the date of items reflected on the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Inventories Statement.

Purchase Price Adjustment. Sellers The Purchase Price shall be subject to adjustment ("Purchase Price Adjustment") for the amount by which the value of (i) Inventory on the Closing Date is less than the aggregate value of the minimum Inventory stipulated and Buyers agreed by Seller and Purchaser and set forth on Schedule 2.04(i) ("Minimum Inventory Value"); and (ii) Spares and Stores on the Closing Date is less than the aggregate value of the minimum Spares and Stores stipulated and agreed by Seller and Purchaser and set forth on Schedule 2.04(ii) ("Minimum Spares and Stores Value"), which Inventory and Spares and Stores shall jointlyfor all determinations provided for in this Section 2.04 be valued in the manner set forth in Schedule 2.04(i) and Schedule 2.04(ii), within sixty respectively. Inventory and Spares and Stores on hand at Closing and covered by the Conveyance Instrument shall each be estimated and valued by Seller (60"Estimated Value") calendar not later than two Business Days prior to Closing, and Seller shall on or prior to such date notify Purchaser of such determination. The cash payment due from Purchaser to Seller at Closing provided for in Section 2.01(d) shall be reduced by the amount, if any, by which the sum of the Minimum Inventory Value plus the Minimum Spares and Stores Value exceeds the sum of the respective Estimated Values ("Shortage"). Not later than thirty (30) days after following the Closing Date, Purchaser shall prepare (i) a consolidated balance sheet of Sellers and deliver to Seller schedules reflecting the actual Inventory and Spares and Stores as of the opening of business on the Closing Date, valued as set forth on Schedule 2.04(i) and Schedule 2.04(ii), respectively, and the respective values thereof ("Actual Value"). Seller shall have ten days following receipt to review such schedules and to discuss with Purchaser any issues therein. If Seller and Purchaser agree on all matters in such schedules, then (i) the net amount by which the respective Actual Values are less than the respective Estimated Values shall be paid by Seller to Purchaser by wire transfer of immediately available funds to Purchaser's account at Bank of America, Illinois, ABA No. 07100 0039, for the account of Purchaser, Account No. 77-85593, or (ii) a consolidating balance sheet of Sellers as to the extent the sum of the Closing Daterespective Actual Values exceeds the sum of the respective Estimated Values (the difference being herein called "Excess Value"), then Purchaser shall pay to Seller the lesser of (a) the Excess Value, and (iiib) a balance sheet an amount equal to the Shortage. Such payment shall be made by Purchaser to Seller by wire transfer of each immediately available funds to Seller's account designated in Section 2.01. Any such payment by Seller as or Purchaser shall be made within five days after determination of the amount due, together with interest thereon at 9% per annum (but not to exceed the maximum lawful rate) from the Closing Date (until the "Closing Balance Sheets")date paid. For Purchase Price adjustment considerations, the Closing Balance Sheets If Purchaser and Seller shall be prepared unable to agree on a consistent basis with the accounting practices and procedures applied by Sellers any component in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with Actual Values, such dispute shall be resolved by Arthxx Xxxexxxx XXX and Deloitte & Touche LLP acting jointly in the criteria set forth matter or, if such independent accountants are unable to agree on the matters in this Section 3.01(b). Such question, by any other nationally recognized independent accounting firm mutually selected by the Parties, whose determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties heretoSeller and Purchaser. All fees, costs and expenses incurred in retaining fees of such independent accounting firm accountants shall be paid in equal shares shared equally by Buyers Purchaser and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Seller.

Purchase Price Adjustment. Sellers and Buyers shall jointly(a) As soon as reasonably practicable, within sixty (60) calendar but in no event later than 90 days after following the Closing Date, Purchaser shall prepare (iin good faith and in accordance with this Agreement) and deliver to Seller the Proposed Final Closing Statement along with a consolidated balance sheet of Sellers the Company as of the Closing Date. If Purchaser fails to deliver the Proposed Final Closing Statement by the end of such 90-day period, Purchaser shall be deemed to have accepted the Estimated Closing Statement and the Purchase Price (ii) a consolidating balance sheet of Sellers as and related amounts of the Closing Date, and (iiiAdjustment Items) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected set forth therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on and shall constitute the Final Purchase Price and Final Adjustment Items for all purposes of this Agreement. If Purchaser delivers a Proposed Final Closing Statement, during the 60-day period immediately following Seller’s receipt of the parties hereto. All feesProposed Final Closing Statement (the “Review Period”), costs Seller and expenses incurred in retaining such independent accounting firm its Representatives shall be paid provided reasonable access during normal business hours and upon reasonable advance notice to the books, records, work papers prepared by Purchaser or its Representatives (subject to the execution of reasonable and customary third-party access and confidentiality agreements in equal shares by Buyers form and Sellerssubstance acceptable to such Representatives, if requested) and other relevant information of Purchaser and its Representatives (including the Company) to the extent relating to the Proposed Final Closing Statement and reasonably necessary, provided that granting such access does not unreasonably disrupt the operations of Purchaser or the Company. Within ten During the Review Period, Purchaser shall provide reasonable access during normal business hours upon reasonable advance notice to such personnel of Purchaser and its Affiliates (10including the Company) calendar days after (i) knowledgeable about the completion of mutually agreed upon Closing Balance Sheets or (ii) information used in, and the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may bepreparation of, the following Purchase Price Adjustment shall be paid Proposed Final Closing Statement in order to respond to reasonable inquiries made by the parties:Seller and its Representatives.

Purchase Price Adjustment. Sellers Within twenty-one (21) days after Closing or sooner if possible, Buyer and Buyers Seller shall jointlymutually determine the actual number of Purchased Subscribers actually transferred to Buyer, within sixty based upon the criteria (60i) calendar days through (iii) set forth below. If the number of Purchased Subscribers transferred to Buyer is less than 10,000, then Seller shall reduce the Purchase Price payable to Seller by an amount equal to $110 for each Purchased Subscriber less than 10,000. For purposes of determining the number of Purchased Subscribers transferred to Buyer for this Section 2.3(d), a Purchased Subscriber shall be deemed to have been transferred to Buyer only if (i) such Purchased Subscriber was successfully billed by Buyer in the first month after the Closing Date, prepare (i) a consolidated balance sheet and Seller was not aware of Sellers as of anything which would reasonably lead Seller to believe that the Closing Dateamount billed to such Purchased Subscriber on such xxxx was uncollectible, (ii) Buyer has not received a consolidating balance sheet written or telephonic notice from or on behalf of Sellers as of the Closing Datesuch Purchased Subscriber or a clearinghouse indicating that such Purchased Subscriber intends to cancel or has cancelled, and (iii) where a balance sheet of each Seller Purchased Subscriber is successfully billed by Buyer, in accordance with the immediately preceding sentence, such successful billing is not subsequently challenged or denied by a carrier (e.g., Verizon) and/or Buyer is not informed that a carrier will no longer accept billing for such Purchased Subscriber as a result of the Closing Date (historical billing relationship of such Purchased Subscribers, such as its historical relationship with other billing entities, then such Purchased Subscriber shall be excluded from the "Closing Balance Sheets"). For number of Purchased Subscribers transferred to Buyer for this Section 2.3(d) and the Purchase Price adjustment considerations, the Closing Balance Sheets shall will be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:reduced accordingly.

Purchase Price Adjustment. Sellers In the event there shall be an inaccuracy in any of the representations or warranties of Seller or a breach by Seller of one or more covenants to be performed by Seller prior to Closing, which inaccuracy or breach is Material and Buyers such inaccuracy or breach does not constitute a failure of the conditions to Buyer's obligation to close as set forth in Section 12.02(a), or there shall jointlybe a Material loss or damage to any of the Assets as a result of fire or other casualty and Seller does not elect to restore such Assets as provided in Section 8.09, within sixty (60) calendar days after the Parties shall use all reasonable efforts to agree prior to Closing to a downward adjustment to the Purchase Price in an amount equal to the decline in value of any of the Assets resulting from such inaccuracy, breach, loss or damage. In this regard, the decline in value shall be on a dollar-for-dollar basis for balance sheet items and, with respect to other items affecting value, shall be as mutually agreed by the Parties. If the Parties are unable to agree on the amount of the Purchase Price adjustment prior to Closing, and all of the conditions to the obligations of the Parties to close have been satisfied or waived, the Parties shall proceed to close the transaction contemplated hereby and the disagreement regarding the amount of the Purchase Price adjustment shall be resolved in accordance with the dispute resolution procedure described in Section 3.05(b), with the 30-day period referred to in the first sentence thereof beginning on the Closing Date. Once such disagreement is resolved, prepare (iSeller shall then pay to Buyer the amount of such adjustment, if any, with interest at the rate provided in Section 3.05(d)(i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of from the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between through the date of payment. Notwithstanding anything herein to the Interim Balance Sheet and contrary, no downward adjustment in the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which Purchase Price shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within made under this Section 3.08 to the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of extent that the disputed item or items consistent with amount thereof is subject to adjustment under the criteria set forth Inventory evaluation procedures elsewhere in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Article 3.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within ninety (90) days after the Closing Date, prepare (i) Buyer shall deliver to Parent a consolidated statement of Closing Working Capital and a statement of Closing Debt and the balance sheet of Sellers the Business as of the Closing Date, (ii) a consolidating balance sheet close of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of business on the Closing Date (collectively, the "“Closing Balance Sheets"Statements”). For Purchase Price adjustment considerationsThe Closing Statements shall be reviewed by KPMG LLP or, if KPMG LLP is unavailable, another accounting firm of recognized international standing upon which Parent and Buyer shall mutually agree (the “Closing Balance Sheets Statement Firm”), with the cost of such review to be shared equally by Buyer and Parent, and shall be prepared on a consistent basis in accordance with the accounting practices principles set forth on Schedule 2.8(a) (the “Accounting Principles”). The Closing Statements shall be accompanied by an agreed upon procedures report duly executed by the Closing Statement Firm. Parent and Buyer shall work together in good faith to agree within fifteen (15) Business Days of the date hereof upon the procedures applied to be followed by the Closing Statement Firm in its review of the Closing Statements. During the preparation of the Closing Statements by Buyer and the period of any dispute with respect to the application of this Section 2.8, Parent shall, and shall cause the Subsidiary Sellers and their respective Affiliates to, (i) provide Buyer and Buyer’s accountants, advisors and other representatives with reasonable access during normal business hours to the Books and Records, properties and personnel of Parent to the extent relevant to the preparation of the Closing Statements and (ii) assist Buyer and Buyer’s accountants, advisors and other representatives in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Statements.

Purchase Price Adjustment. Sellers and Buyers (a) No less than two ------------------------- Business Days prior to the Closing Date, Seller shall jointly, within sixty deliver a notice to Purchaser which sets forth Seller's good faith estimate of Working Capital as of the close of business on the day immediately preceding the Closing Date (60) calendar the "Estimated Closing Working Capital"). Within 30 days after the Closing Date, --------------------------------- Purchaser shall prepare (i) and deliver to Seller a consolidated balance sheet of Sellers statement setting forth Working Capital as of the Closing Date, (ii) a consolidating balance sheet close of Sellers as of business on the Closing Date, and (iii) a balance sheet of each Seller as of day immediately preceding the Closing Date (the "Closing Balance SheetsInitial WC Statement"). For Purchase Price adjustment considerationsDuring the 30 days immediately following --------------------- Seller's receipt of the Initial WC Statement, Seller will be permitted to review Purchaser's working papers relating to the Closing Balance Sheets Initial WC Statement, all of Purchaser's and each Company's books and records with respect thereto and such other books and records of Purchaser and each Company as Seller may reasonably request in connection with such review. The Initial WC Statement shall be prepared become final and binding upon the parties (and shall thereupon become the Final 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 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 parties, and shall thereupon become the "Final WC Statement", on the earlier of (x) the date on ------------------ which the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, and 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 are properly in dispute by providing each of the parties hereto with a Final WC Statement. During the 30 days immediately following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing (and thereby agree on a consistent basis Final WC Statement) any differences which they may have with the accounting practices and procedures applied by Sellers respect to any matter specified in the Notice of Disagreement. During such period, Purchaser shall have access to the working papers of Seller prepared in connection with Seller 's preparation of the Interim Balance Sheet Notice of Disagreement. At the end of such 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 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, for purposes within 30 -------------------------------- days of this Section 3.01(b), in its receipt of the absence Submitted Notice of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet)Disagreement, the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm Accounting Firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of frauda final determination, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto, of Working Capital as of the close of business on the day immediately preceding the Closing Date. All fees, costs Purchaser and expenses incurred in retaining such independent accounting firm Seller shall be paid in equal shares by Buyers share equally the cost of the Accounting Firm's review and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:determination.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Post-Closing Adjustment for Operating Income. Within 90 days -------------------------------------------- after the Closing Date, prepare (i) the Purchaser and its auditors will conduct a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date review (the "Closing Balance SheetsReview"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation ) of the Interim Balance Sheet andOperating Income from August 31, for purposes 1997 through the -------------- later of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon calendar month end occurring prior to the Closing Balance Sheets or and (ii) January 31, 1998 (the "Operating Income Adjustment Amount") and will prepare and ---------------------------------- deliver to a Representative a computation of the Operating Income Adjustment Amount as of the close of business on the later of (i) the calendar month end occurring prior to the Closing and (ii) January 31, 1998 (the "Draft ----- Computation"). The Purchaser and its auditors will give the Representatives and their auditors an opportunity to observe the Closing Review and will make available to such Persons all records and work papers used in preparing the Draft Computation. If the Representatives disagree with the computation of the Operating Income Adjustment Amount reflected on the Draft Computation, the Representatives may, within thirty (30) days after receipt of the Draft Computation, deliver a notice (an "Objection Notice") to the Purchaser setting ---------------- forth the Representatives' calculation of the amount of the Operating Income Adjustment Amount. The Purchaser and the Representatives will use reasonable efforts to resolve any disagreements as to the computation of the Operating Income Adjustment Amount, but if they do not obtain a final resolution of any dispute relating thereto submitted to within 30 days after the Purchaser has received the Objection Notice, the Purchaser and a Representative will jointly retain an independent Big Six public accounting firm, whichever firm of recognized national or regional standing (the case may be"Firm") to resolve any remaining ---- disagreements. If the Purchaser and a Representative are unable to agree on the choice of the Firm, the following Purchase Price Adjustment shall Firm will be paid a so-called "big-six" accounting firm (or successor thereto) selected by lot (after excluding one firm designated by the parties:Purchaser and one firm designated by a Representative). The Purchaser and a Representative will direct the Firm to render a determination within 15 days of its retention and the Purchaser, the Representatives and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Computation set forth in the Objection Notice which the Purchaser and the Representatives are unable to resolve. The Firm's determination will be based on the definition of Operating Income included herein. The determination of the Firm will be conclusive and binding upon the Purchaser and the Sellers. The Purchaser and the Sellers shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. The amount of the Operating Income Adjustment Amount, as finally determined pursuant to this Section 2.3(a), is referred to herein as the "Actual Operating Income Adjustment --------------------------------- Amount." If the Actual Operating Income Amount is greater than zero, Purchaser ------ shall pay to the Sellers an amount equal to the Actual Operating Income Amount by wire transfer or delivery of other immediately available funds, within two (2) Business Days after the date on which the Actual Operating Income Adjustment Amount is finally determined.

Purchase Price Adjustment. The Purchase Price shall be reduced, dollar for dollar, by the Assumed Value of any Owned Car that is not purchased by Purchaser at the Closing in accordance with Section 2.4(a) hereof. Notwithstanding anything to the contrary contained in this Agreement but subject to such reduction having been made on the Closing Date, the reduction to Purchase Price described in this Section 2.3 shall be the sole and exclusive remedy of Purchaser with respect to the events described in Section 2.4(a) hereof and Purchaser shall not have any other right or remedy against any Seller for any breach of this Agreement as a result of such Seller’s failure to convey any Owned Car to Purchaser at the Closing as a result of any such event. Removal of Owned Cars; Insurance Payments . If, prior to the Closing Date, any Owned Car suffers a Casualty Occurrence of which any Seller has knowledge, such Seller shall promptly, but in no event later than one Business Day after such Seller has knowledge of the Casualty Occurrence, notify Purchaser in writing of the Casualty Occurrence. Unless otherwise requested in writing by Purchaser, any Owned Car that suffers a Casualty Occurrence shall be deemed eliminated from Schedule 1.8 hereto and Purchaser shall have no obligation to purchase such Owned Car at the Closing. The Seller holding title to any such Owned Car shall retain all rights to receive any casualty proceeds or other payments under the terms of any applicable Sellers and Buyers Insurance Policies or from any third party or under any third party insurance policy in respect of the Casualty Occurrence (collectively, the "Casualty Proceeds"). Notwithstanding the foregoing, Purchaser shall jointlypurchase all Owned Cars that may suffer a Partial Casualty Occurrence prior to the Closing Date; provided that Sellers shall promptly pay to Purchaser upon receipt (whether before, within sixty (60) calendar days on or after the Closing Date, prepare and without deduction or offset) any Casualty Proceeds (iincluding, without limitation, any Casualty Proceeds received from any Obligor or any other third party) a consolidated balance sheet in respect of such Partial Casualty Occurrence to the extent not used by Sellers as of to make repairs to any such Owned Car prior to the date hereof. If, on or after the Closing Date, (ii) either party discovers that an Owned Car had suffered a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of Casualty Occurrence prior to the Closing Date (and the "Closing Balance Sheets"). For Owned Car was purchased by the Purchaser at the Closing, neither this Agreement nor the Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared adjusted. Instead, Purchaser shall be entitled to receive all Casualty Proceeds paid or receivable in respect of the Casualty Occurrence and shall have the sole and exclusive right to exercise any rights or remedies with respect to such Casualty Proceeds; provided, however that if the aggregate amount of Casualty Proceeds is less than the Assumed Value of such Owned Car, and the Obligor under the applicable Owned Car Lease Contract (if any) is not otherwise responsible or liable to Purchaser for the Casualty Occurrence, Sellers shall pay to Purchaser on a consistent basis demand the amount of the difference. The right to receive Casualty Proceeds, and any additional amounts from Sellers in accordance with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet andimmediately foregoing proviso, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made the sole and exclusive remedy of Purchaser with respect to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth events described in this Section 3.01(b). Such independent determination 2.4(b) and Purchaser shall (in the absence not have any other right or remedy against any Seller for any breach of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:this Agreement as a result thereof.

Purchase Price Adjustment. Sellers At least two days prior to the Closing Date, the Company and Buyers Republic shall jointlyestimate by mutual agreement the amount of the Purchase Price Adjustment, within sixty if any, as of the Effective Date for purposes of determining the number of Republic Shares to be delivered by Republic to the Shareholders at the Closing (60) calendar which estimated amount is referred to herein as the "Estimated Amount"). Within 30 days after the Closing Date, Republic shall prepare and deliver to the Shareholders (iin accordance with Section 12.1) a consolidated balance sheet determination (the "Determination") of Sellers the actual amount of the Purchase Price Adjustment as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Effective Date (which actual value is referred to herein as the "Closing Balance SheetsActual Amount"). For Purchase Price adjustment considerationsIf, within 30 days after the date on which a Determination is delivered to the Shareholders, the Closing Balance Sheets Shareholders shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers not have given written notice to Republic setting forth in the preparation detail any objection of the Interim Balance Sheet andShareholders to such Determination, for purposes of this Section 3.01(b), in the absence of manifest error (which then such Determination shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All feesIn the event the Shareholders give written notice of any objection to such Determination within the 30-day period, Republic and the Shareholders shall use all reasonable efforts to resolve the dispute within the 30-day period following the delivery of the written notice. If the parties are unable to reach an agreement within such 30-day period, the matter shall be submitted to Arthxx Xxxexxxx XXX for determination of the Actual Amount which shall be final and binding upon Republic and the Shareholders. Republic and the Shareholders shall contribute equally to costs (including fees and expenses incurred charged by Arthxx Xxxexxxx XXX in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) connection with the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firmsuch dispute). If the Actual Amount is greater than the Estimated Amount, whichever the case may be, the following Purchase Price Adjustment such amount shall be paid by deemed to be Indemnifiable Damages under Article VIII hereof and Republic may set off against the parties:Held Back Shares the difference between the Actual Amount and the Estimated Amount (assuming a value per share for purposes of such calculation equal to the Closing Sale Price); provided, that any and all such Indemnifiable Damages shall not be applied against or subject to the Indemnification Threshold (as such term is defined in Article VIII hereof).

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60i) calendar Within 45 days after the Closing Date, Seller shall prepare and deliver to Designated Buyer together with supporting information, and its outside accountants will issue a report in accordance with the standards specified in such report on the following: (iA) a consolidated balance sheet of Sellers as computation of the Closing Date, Final Purchase Price and (iiB) a consolidating balance sheet of Sellers as working capital statement (the "Closing Working Capital Statement") of the Closing Date, and (iii) a balance sheet Business setting forth its determination of each Seller the Working Capital Balance as of the Closing Date (the "Closing Balance SheetsWorking Capital Balance"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on ) and (C) a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date capital expenditure statement of the Closing Balance SheetDate ("Closing Capital Expenditure Statement") of the Business setting forth Approved Capital Expenditures (the "Closing Approved Capital Expenditures"), all as defined in this Agreement. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheetseach case (A), which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15B) business days after one of the parties has notified the other party thereofand (C) above, the parties information will be prepared in accordance with GAAP consistent with the financial statements prepared by Seller and furnished in accordance with Section 3.5. Within 30 days following receipt, Designated Buyer shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers notify Seller whether it accepts or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within disputes the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item Final Purchase Price. If Designated Buyer disputes the Final Purchase Price, Designated Buyer shall concurrently with such notification furnish Seller with a reasonably detailed explanation in writing of its reasons for the dispute. Seller's and Designated Buyer's respective outside accountants shall meet to resolve the dispute. If Seller's and Designated Buyer's respective outside accountants are not able to resolve the dispute within 30 days, such dispute shall be referred to Price Waterhouse or items consistent with if Price Waterhouse is unavailable or unwilling to perform such services, then an accounting firm of national reputation which does not provide material services to either Party (the criteria set forth in this Section 3.01(b)"Independent Accountants") for resolution. Such independent The Independent Accountant's determination of the dispute shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be made within 30 days and shall be final and binding on all the parties. Designated Buyer and Seller shall each bear the fees and expenses of its outside accountants, and shall evenly split the fees and expenses of the parties heretoIndependent Accountants. All fees, costs Seller and expenses incurred Designated Buyer shall cooperate in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever involving the case may be, the following Final Purchase Price Adjustment and shall provide each other's outside accountants and the Independent Accountants access to their respective books and records and facilities. The review by Designated Buyer's outside accountants and the Independent Accountants will be limited to determining whether GAAP has been followed and whether any difference for any general ledger item exceeds by $5,000 or more Seller's accountant's determination (any lesser difference shall be paid by the parties:disregarded).

Purchase Price Adjustment. Sellers Schedule 2.07 sets forth each Customer Contract for which consent to assignment is required (each an “Assignment Consent Customer”) and Buyers each Customer of Seller for which Buyer shall jointlyprovide services pursuant to a Subcontract for which consent to subcontract is required (each a “Subcontract Consent Customer” and together with the Assignment Consent Customers, within sixty the “Consent Customers”) and for which such consent to assignment or subcontract has not been delivered to Buyer as of the date hereof, together with the estimated 2006 fiscal year annual revenues of each such Consent Customer (60) calendar days after the Closing “Consent Revenue”). If Seller fails to deliver to Buyer the Consent of any Consent Customer to the assignment to Buyer of the Customer Contract of such Consent Customer or to the subcontracting of services to be provided by Buyer to such Consent Customer, as applicable (each a “Non-Consenting Customer”), on or prior to the Final Consent Date, prepare then the Purchase Price shall be reduced by an amount equal to the total of all Consent Revenue associated with such Non-Consenting Customers. For the purpose of this Section 2.07, (a) with respect to any Assignment Consent Customer, Consent shall mean: (i) the receipt by Buyer of payment for services rendered from an Assignment Consent Customer pursuant to a consolidated balance sheet of Sellers as of the Closing DateCustomer Contract, (ii) the written acknowledgement by an Assignment Consent Customer, in a consolidating balance sheet form reasonably acceptable to Buyer (which may include e-mail or other form of Sellers as electronic communication), whereby such Assignment Consent Customer agrees to the assignment of the Closing DateCustomer Contract, (iii) any subsequent award to Buyer of a contract put out to bid by an Assignment Consent Customer pursuant to which Buyer shall perform services substantially similar to services provided pursuant to the applicable Customer Contract, or (iv) the Consent by an Assignment Consent Customer to the subcontracting of such Customer Contract to Buyer (in the manner provided for in subparagraph (b) below) and the execution of a Subcontract by the parties hereto, and (iiib) with respect to any Subcontract Consent Customer, Consent shall mean the consent of a balance sheet of each Seller as Subcontract Consent Customer in the form required pursuant to the applicable contract. The amount of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets reduction pursuant to this Section 2.07 shall be prepared on a consistent basis with withheld from the accounting practices and procedures applied by Sellers in the preparation payment of the Interim Balance Sheet and, for purposes Consent Holdback as provided in Section 2.06(b) and in no event shall the amount of this Section 3.01(b), in such Purchase Price reduction exceed the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date amount of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Consent Holdback.

Purchase Price Adjustment. Sellers and Buyers shall jointlyAs soon as practicable, within sixty but in no event later than ninety (6090) calendar days after the Closing DateClosing, Buyer or Parent shall prepare and deliver to the Shareholder Representative Committee a statement (ithe “Statement”) a consolidated balance sheet of Sellers setting forth the Net Working Capital as of the Closing Date, derived from financial statements prepared in accordance with GAAP and setting forth in reasonable detail the calculation thereof. The Shareholder Representative Committee shall have fifteen (ii15) a consolidating balance sheet of Sellers as calendar days following receipt of the Closing DateStatement during which to dispute in writing any item contained in the Statement. Written notice of any such dispute shall set forth in reasonable detail the items disputed, the basis for such dispute and the Shareholder Representative Committee’s proposed adjustment to such items. If the Shareholder Representative Committee fails to notify Buyer or Parent in writing of any such dispute within such 15-day period, the Statement shall be the “Final Statement.” If Buyer or Parent timely notifies Seller in writing of any such dispute, then the Shareholder Representative Committee and Parent shall attempt in good faith to resolve such dispute in a mutually acceptable manner. If Parent and the Shareholder Representative Committee cannot resolve any such dispute within thirty (iii30) calendar days after receipt by the Shareholder Representative Committee of such notice of dispute, such dispute shall be promptly referred to and resolved by a balance sheet of each Seller as U.S. nationally recognized independent accounting firm mutually selected by Parent and the Shareholder Representative Committee (the “Independent Accounting Firm”). The determination of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets Independent Accounting Firm shall be prepared made as promptly as practicable and shall be final and binding on a consistent basis with Parent and the accounting practices Shareholder Representative Committee. The fees and procedures applied expenses of the Independent Accounting Firm incurred in resolving the disputed matter shall be equitably apportioned by Sellers the Independent Accounting Firm based on the extent to which Parent, on the one hand, or the Shareholder Representative Committee, on the other hand, is determined by the Independent Accounting Firm to be the prevailing party in the preparation resolution of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheetdisputed matters. In the event of a dispute between dispute, the parties regarding Statement, as modified by resolution by Parent and the preparation of the Closing Balance SheetsShareholder Representative Committee, which dispute cannot be reconciled or by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereofIndependent Accounting Firm, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated tothe “Final Statement.” If the Net Working Capital, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria as set forth in this Section 3.01(b). Such independent determination the Final Statement, is less than the Net Working Capital Target, Parent shall be entitled to withdraw from the Escrow Account (as defined in the absence of fraud, bad faith, undue influence, or Escrow Agreement) in accordance with the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred Escrow Agreement an amount equal to such difference in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within cash no later than ten (10) calendar days after Business Days from the date of such Final Statement. If the Net Working Capital, as set forth in the Final Statement, is greater than the Net Working Capital Target, then Parent and/or Buyer shall pay such excess to the Shareholder Representative Committee by wire transfer of immediately available funds, not later than ten (i10) Business Days from the completion date of mutually agreed upon Closing Balance Sheets such Final Statement. For tax purposes, any payment by the Buyer or (iiParent, on the one hand, or the Selling Shareholders and the Option Holders, on the other hand, under this Section 1.2(g) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by treated as an adjustment to the parties:Purchase Price.

Purchase Price Adjustment. Sellers At or prior to the Closing, Seller shall deliver to Buyer an executed assignment and Buyers consent in the form attached hereto as Exhibit A or otherwise acceptable in form and substance to Buyer (each, a "CUSTOMER CONSENT") from each of the customers set forth on Schedule 1.1(a). In the event that one or more of the customer consents is not delivered to Buyer at or prior to the Closing, there shall jointlybe calculated the "PURCHASE PRICE ADJUSTMENT" equal to the product of (a) the quotient of (1) the sum of the "POINTS" set forth opposite the name of each customer set forth on Schedule 1.1(a) for which a customer consent is not delivered to Buyer prior to the Closing divided by (2) 100 multiplied by (b) $1,875,000. The principal amount of the Note shall be reduced, subject to readjustment as set forth below, such that it shall be reduced by the Purchase Price Adjustment. In the event that a Customer Consent not delivered to Buyer at or prior to the Closing is delivered to Buyer by Seller within sixty (60) calendar days six months after the Closing Date, prepare the principal amount of the Note shall be increased by an amount in cash equal to the product of (ix) the number of Points set forth opposite the name of the respective customer on Schedule 1.1(a) multiplied by (y) $18,750, provided that such customer has not terminated or failed to renew, and is not in breach of the terms of, its respective contract, unless consented to in writing by Buyer. In the event that a consolidated balance sheet Customer Consent not delivered to Buyer on or prior to the six month anniversary of Sellers as the Closing is delivered to Buyer by Seller within one year after the Closing Date, the principal amount of the Note shall be increased by an amount in cash equal to the product of (x) the number of Points set forth on Schedule 1.1(a) multiplied by (y) $14,063, provided that such customer has not terminated or failed to renew, and is not in breach of the terms of, its respective contract, unless consented to in writing by Buyer. Buyer shall not be obligated to make any payments to Seller with respect to, and the principal amount of the Note shall not be increased in connection with, Customer Consents delivered after the one-year anniversary of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 90 days after following the Closing Date, Buyer shall prepare and deliver to Seller its calculation (ito be made in accordance with the terms of Section 1.2) a consolidated balance sheet of Sellers as of the Closing DateCash Obligation Liabilities Excess Amount (if any), (ii) a consolidating balance sheet of Sellers as of the Closing Date, Cash Amount and (iii) a balance sheet of each Seller as of the Closing Date Accrued Unfunded Pension Liability (the "Proposed Closing Balance SheetsStatement" and, in its final and binding form after resolution of any disputes pursuant to this Section, the "). For Actual Closing Statement") and the adjusted Closing Purchase Price adjustment considerationsresulting from the Proposed Closing Statement, the Closing Balance Sheets shall be prepared on together with a consistent basis with the accounting practices copy of all supporting work papers (including schedules, memoranda and procedures applied by Sellers other documents) utilized in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet Proposed Closing Statement and the date calculation of the Closing Balance Sheet. In Purchase Price, and Seller shall have a period of 30 days (the event of a dispute between the parties regarding the preparation "Objection Period") after delivery of the Proposed Closing Balance SheetsStatement in which to provide written notice to Buyer of any objections thereto (the "Objection Notice"), which dispute cannot be reconciled by setting forth the mutual agreement specific item of the parties within fifteen (15) business days after one of Proposed Closing Statement to which each such objection relates and the parties has notified basis for each such objection in reasonable detail. The Proposed Closing Statement and the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which resulting Closing Purchase Price shall be unrelated todeemed to be accepted by Seller, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be become final and binding on all the parties, on the later of the expiration of the Objection Period or the date on which all objections have been resolved by the parties heretoor the Accountant (as defined below) pursuant to this Section. All feesIf Seller gives any such Objection Notice within the Objection Period, costs then Seller and expenses incurred Buyer shall attempt in retaining good faith to resolve any dispute concerning the item(s) subject to such independent accounting firm Objection Notice as soon as practicable. If Seller and Buyer do not resolve any dispute arising in connection with the Proposed Closing Statement within the time period specified below, such dispute shall be paid resolved in equal shares by Buyers and Sellers. Within ten (10accordance with the procedures set forth in Section 1.4(b) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:below.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar days after Pre-Closing Statement. No later than five Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a written statement together with any relevant supporting materials (the “Pre-Closing Statement”) setting forth (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller the Business as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim “Estimated Balance Sheet), the only adjustments to accounting reserves ”) and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution Seller’s calculation of a good-faith estimate of (A) the Closing Working Capital as derived therefrom (the “Estimated Working Capital”), and (B) the Closing Purchase Price as adjusted as provided below to give effect to the Estimated Working Capital. The Estimated Balance Sheet (and the Estimated Working Capital derived therefrom) shall be prepared in accordance with the Accounting Methods. The Seller shall consider in good faith any comments or objections to any amounts set forth in the Pre-Closing Statement notified to it by the Buyer prior to the Closing, and if, prior to the Closing, the Seller and the Buyer agree to make any modification to the Pre-Closing Statement, then the Pre-Closing Statement as so modified shall be deemed to be the Pre-Closing Statement for purposes of calculating the Closing Purchase Price; provided that (x) the Seller shall be under no obligation to accept any proposed modifications that the Seller determines in good faith are not appropriate and (y) it is hereby acknowledged that the acceptance of any dispute relating thereto submitted such proposed modifications shall not constitute a condition to an independent Big Six public accounting firmthe Buyer’s obligations to consummate the transactions contemplated by this Agreement. If the Seller and the Buyer fail to agree upon the amounts set forth in the Pre-Closing Statement at least two days prior to the Closing Date, whichever then the case may be, Pre-Closing Statement as provided by the following Seller shall be used for purposes of calculating the Closing Purchase Price Adjustment without prejudice to the Buyer’s rights to assert such objections thereto pursuant to Section 2.5(c), and such failure of the Seller and the Buyer to agree shall have no effect on the Parties’ respective obligation to consummate the transactions contemplated by this Agreement or require that the contemplated Closing Date be postponed or otherwise delayed. No failure by the Buyer to raise any objection or dispute pursuant to this Section 2.5(a) shall prejudice the Buyer’s right to raise any matter pursuant to Section 2.5(c). If the Estimated Working Capital (as set forth in the Pre-Closing Statement) is less than the Target Working Capital, then the Closing Purchase Price shall be paid adjusted downward by an amount equal to the parties:amount of the deficiency between the Target Working Capital and the Estimated Working Capital. If the Estimated Working Capital (as set forth in the Pre-Closing Statement) is greater than the Target Working Capital, then the Closing Purchase Price shall be adjusted upward by an amount equal to the amount of the excess between the Estimated Working Capital and the Target Working Capital. If the Estimated Working Capital is equal to the Target Working Capital, then no adjustment shall be made to the Closing Purchase Price with respect to the Estimated Working Capital.

Purchase Price Adjustment. Sellers (a) Physical Inventory; Closing of Books; Audit of Seller's Post-Closing Balance Sheet. On the day after the Closing Date, Buyer shall direct its independent certified public accountants ("Buyer's Accountants") to conduct a physical inventory (consistent with year-end closing practices) of all of the Inventory of the Business (including, but not limited to, all "offshore" inventory), such physical inventory to be completed as promptly as practicable but in any event not later than 10 days after the Closing Date. Seller shall cooperate with Buyer and Buyers Xxxxx's Accountants to afford all access and provide all information necessary to facilitate such physical inventory. On the day after the Closing Date, Seller shall jointlyinitiate and shall take all actions necessary to effect a closing (effective as of the Closing Date) of Seller's (with respect to the Business) and Company's books of account (including, within sixty but not limited to, the closing of all variance accounts (60) calendar i.e., all unfavorable variances on open projects shall be written off)). As promptly as practicable but in any event not later than 30 days after the Closing Date, Seller shall prepare (i) and deliver to Buyer a consolidated balance sheet of Sellers for the Business as of the Closing Date, (ii) a consolidating which balance sheet of Sellers shall have been prepared in conformity with GAAP applied on a basis consistent with the balance sheet for the Business as of March 31, 1997 referred to in Section 2.3 (provided that in the Closing Dateevent of any conflict between those principles required under GAAP and those principles required for consistency, and (iiithe principles required under GAAP shall control) a balance sheet which shall not reflect the results of each Seller as or otherwise give effect to Buyer's purchase of the Stock and the accounting treatment thereof, which shall reflect the closing of all variance accounts as required above (such balance sheet, as so prepared, being "Seller's Post-Closing Date Balance Sheet") and a notice setting forth Seller's good faith calculation of the Adjustment Amount (the "Closing Balance SheetsRevised Adjustment Amount"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on ) together with a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set schedule setting forth in this Section 3.01(b)detail the calculations supporting Seller's computation thereof. Such independent determination shall (in the absence of fraudAt Buyer's election, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:promptly

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within ninety (90) days after the Closing Date, prepare (i) a consolidated balance sheet Seller shall deliver to Inventory Purchaser an unaudited statement of Sellers its good faith estimate of the Inventories as of the Closing Date, determined in accordance with GAAP and the agreed price per unit set forth on Schedule 2.1(b) (iithe "Inventories Statement"). For purposes of determining the Inventories Statement only, any Inventory that is determined by Seller or Inventory Purchaser to be Damaged Inventory shall be disregarded; provided, however, that Inventory Purchaser shall notify Seller promptly in writing, but in no event later than forty-five (45) a consolidating balance sheet of Sellers as of days immediately following the Closing Date, of any such Inventory that Inventory Purchaser deems to be Damaged Inventory in accordance with this Section 2.7(a) and describing with specificity the SKU and batch, the reason such Inventory is considered Damaged Inventory and such other information as reasonably requested by Seller. The failure by Inventory Purchaser to provide such notice to Seller within such forty-five (iii45) day period shall constitute Inventory Purchaser's acceptance of all the items reflected on the Inventories Statement as Inventory that is not Damaged Inventory. For purposes of Section 2.7(c), any such notice shall be deemed a balance sheet "Disputed Item" and shall be subject to the terms and conditions of each Section 2.7(c). Inventory Purchaser and Seller as shall provide the other and its representatives (including accountants), and any Person designated by Seller in writing, with reasonable access during regular business hours to the Inventories and such books and records of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall Business constituting Purchased Assets as may be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in reasonably requested to facilitate the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet Inventories Statement and the date calculation of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Final Inventories.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 60 days after the Closing Date, prepare (i) Buyer at its own expense shall prepare, as provided in Section 2.1(c), and deliver to MagneTek a consolidated pro forma balance sheet of Sellers the Division as of the Closing Date, (ii) a consolidating balance sheet close of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of business on the Closing Date after giving effect to the transaction contemplated hereby and by the Other Agreements (the "Closing Balance SheetsSheet"). For Purchase Price adjustment considerations, purposes of preparing the Closing Balance Sheets Sheet, Buyer and its accountants shall be prepared on a consistent basis with have access to MagneTek's Records relating to the accounting practices and procedures applied by Sellers in Division or otherwise relevant to the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Closing Balance Sheet), and MagneTek shall make the only adjustments appropriate personnel reasonably available to accounting reserves and accruals reflected therein shall respond to appropriate inquiries from the Buyer and its accountants. During the 30 days immediately following MagneTek's receipt of the Closing Balance Sheet, MagneTek shall be those made entitled to reflect changes in such reserves and accruals between review the date of the Interim Closing Balance Sheet and Buyer's working papers relating to the Closing Balance Sheet, and Buyer shall provide MagneTek reasonable access to its personnel, properties and Records (to the extent comprising Assets) for such purpose. The Closing Balance Sheet shall become final and binding upon the parties on the thirtieth day following delivery thereof unless MagneTek gives written notice to Buyer of its disagreement with the method of presentation thereof or with the determination of any amount thereon (a "Notice of Disagreement") 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 Buyer with respect to the Closing Balance Sheet, then such Closing Balance Sheet (as revised in accordance with clause (x) or (y) below), shall become final and binding upon the parties on the earlier of (x) the date the parties resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days immediately following the delivery of any Notice of Disagreement, MagneTek and Buyer shall seek in good faith to resolve in writing any differences, which they may have with respect to any matter specified in such Notice of Disagreement. During such period and during any subsequent period of arbitration by the Accounting Firm, MagneTek shall have access to Buyer's working papers relating to the Closing Balance Sheet and to Buyer's Records to the extent comprising Assets, and Buyer shall have access to MagneTek's working papers relating to the Notice of Disagreement and to MagneTek's Records related to the Division or otherwise relevant to the preparation of the Closing Balance Sheet. In At the event end of a dispute between the parties regarding the preparation of the Closing Balance Sheetssuch 30-day period (or such longer period on which MagneTek and Buyer may from time to time agree in writing), which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties MagneTek and Buyer shall together select a mutually acceptable Big Six public submit to an independent accounting firm (the "Accounting Firm") for review and resolution any and all matters that remain in dispute and which shall be unrelated towere properly included in any Notice of Disagreement, and not the Accounting Firm shall reach a final, binding resolution of all matters which remain in any manner affiliated withdispute. The Closing Balance Sheet, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliatesadjusted in accordance with the parties' mutual written agreement, and not currently or within with such adjustments necessary to reflect the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination Accounting Firm's resolution of the disputed item or items consistent with the criteria set forth matters in this Section 3.01(b). Such independent determination dispute, shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be become final and binding on all of the parties heretoon the date the Accounting Firm delivers its final resolution to the parties. All feesThe Accounting Firm shall be a nationally-recognized independent accounting firm mutually agreed upon by the parties hereto in writing, costs provided that in the event that the parties are unable to agree on such a firm, they shall each select an accounting firm and expenses incurred in retaining those two accounting firms shall select a third accounting firm which has no present or past experience with either party and such independent accounting firm shall be paid in equal shares by Buyers and Sellersthe Accounting Firm. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution The cost of any dispute relating thereto submitted arbitration (including the fees and expenses of the Accounting Firm) pursuant to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment this Article II shall be paid borne 50% by the parties:Buyer and 50% by MagneTek.

Purchase Price Adjustment. Sellers Within the seventy-five (75) days after Closing or sooner if possible, Buyer and Buyers Seller shall jointlymutually determine the actual number of Purchased Subscribers actually transferred to Buyer. If the number of Purchased Subscribers transferred to Buyer is less than 8,032, then Seller shall deliver a written instruction to Escrow Agent within sixty five business days of Closing instructing Escrow Agent to release to Buyer from the Seller Escrow Deposit an amount equal to $100 per Purchased Subscriber for the deficiency and the Purchase Price shall be reduced accordingly. In the event a Purchased Subscriber is not successfully transferred to Buyer as a result of subsection (60iii) calendar days below, then the amount released to Buyer from the Seller Escrow Deposit for each such Purchased Subscriber will be $100 less any monies received by Buyer for the first successful billing by Buyer in the first month after the Closing. For purposes of determining the number of Purchased Subscribers transferred to Buyer for this Section 2.3(d), a Purchased Subscriber shall be deemed to have been transferred to Buyer only if (i) such Purchased Subscriber was successfully billed by Buyer in the first month after the Closing Date, prepare (i) a consolidated balance sheet and Seller was not aware of Sellers as of anything which would reasonably lead Seller to believe that the Closing Dateamount billed to such Purchased Subscriber on such xxxx was uncollectible, (ii) Buyer has not received a consolidating balance sheet written or telephonic notice from or on behalf of Sellers as of the Closing Datesuch Purchased Subscriber or a clearinghouse indicating that such Purchased Subscriber intends to cancel or has cancelled, and (iii) where such Purchased Subscriber is billed by AT&T or would otherwise be subject to the October 29, 2009 letter directive from AT&T Billing Solutions attached hereto as Exhibit 2.3(d) (the “AT&T Guidelines”), such Purchased Subscriber was successfully billed by Buyer in the second month after the Closing or, if not successfully billed, then only if such failure to xxxx was as a balance sheet of each Seller as result the enforcement of the Closing Date (the "Closing Balance Sheets")AT&T Guidelines or an expansion of such AT&T Guidelines in any manner. For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b)Furthermore, in the absence of manifest error event a Purchased Subscriber is successfully billed by Buyer, in accordance with the immediately preceding sentence, but such successful billing is subsequently challenged or denied by a carrier (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet)e.g., the only adjustments to accounting reserves and accruals reflected therein AT&T) and/or Buyer is informed that a carrier will no longer accept billing for such Purchased Subscriber, then such Purchased Subscriber shall be those made excluded from the number of Purchased Subscribers transferred to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in Buyer for this Section 3.01(b2.3(d). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:.

Purchase Price Adjustment. Sellers (a) No later than 120 days following the Closing Date, the Company shall, and Buyers the Purchaser shall jointlycause the Company to, prepare and deliver to Holdco a statement (the “Preliminary Working Capital Schedule”), which sets forth the Purchaser’s calculation of (i) the Net Working Capital and (ii) the Working Capital Surplus, if any, or the Working Capital Deficit, if any. The Preliminary Working Capital Schedule shall be determined and calculated in accordance with this Agreement and Working Capital Guidelines. If the Preliminary Working Capital Schedule is not delivered to Holdco within sixty (60) calendar 120 days after the Closing Date, prepare (i) a consolidated balance sheet then Holdco, with the reasonable assistance of Sellers as those employees of the Closing DateCompany performing the functions of a chief accounting or financial officer for the Company and those individuals who, directly or indirectly, report to such chief financial or accounting officer (iicollectively, the “Finance Employees”), may prepare and present the Preliminary Working Capital Schedule within an additional thirty (30) a consolidating balance sheet of Sellers days thereafter. If Holdco prepares the Preliminary Working Capital Schedule in accordance with the immediately preceding sentence, then, with respect to such Preliminary Working Capital Schedule, all references in Section 3.7(a) through Section 3.7(d) to Holdco and the Purchaser (or the Company), respectively, shall be read as of references to the Purchaser (or the Company) and Holdco, respectively. The Purchaser agrees that, following the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between until the date of on which the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be Final Working Capital Schedule becomes final and binding on all the Parties in accordance with the terms of this Agreement, the Purchaser will not intentionally take, and will not intentionally permit the Company to take, any actions with respect to any accounting books, records, policies or procedures on which the Net Working Capital is to be based, or from which it is to be derived, for the intent of materially impeding or delaying, or otherwise intentionally making unavailable information required for, the determination of the parties hereto. All fees, costs Net Working Capital in the manner and expenses incurred in retaining such independent accounting firm shall be paid in equal shares utilizing the methods contemplated by Buyers this Agreement and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Working Capital Guidelines.

Purchase Price Adjustment. Sellers Purchaser and Buyers Seller agree that the Purchase Price shall jointly, within sixty be adjusted (60the “Purchase Price Adjustment”) calendar days after the Closing Date, prepare by an amount equal to (i) a consolidated balance sheet of Sellers ten million dollars ($10,000,000), LESS (ii) costs incurred by Seller prior to the Closing Date as of set forth on Schedule 3.4(A), which may be amended by Purchaser and Seller in writing prior to the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Datebut specifically excluding those costs set forth on Schedule 3.4(B), and which will not be deducted from (i)), LESS (iii) a balance sheet of each Seller as of if the Closing Date occurs after July 31, 2008, an amount equal to (a) one million dollars ($1,000,000) multiplied by (b) the "number of full calendar months plus the fractional portion of any calendar month occurring after July 31, 2008 and prior to the date on which the Closing Balance Sheets")Date occurs. For Purchase Price adjustment considerationsthe avoidance of doubt, nothing in this Section 3.4 shall affect in any manner the parties’ rights and obligations set forth in Article IV with respect to the Closing Balance Sheets shall be prepared on a consistent basis Date and termination of this Agreement. The amount calculated in accordance with the accounting practices and procedures applied by Sellers in the preparation clause (iii) of the Interim Balance Sheet and, for purposes first sentence of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein 3.4 shall be those made zero if the primary reason for the Closing Date occurring after July 31, 2008 is (1) Seller’s breach of this Agreement, (2) pursuant to reflect changes Purchaser’s exercise of the Purchaser Extension in Section 4.3 and the Closing occurring on or before August 31, 2008, or (3) Purchaser’s inability to satisfy the condition specified in Section 9.1(g) hereof; provided, that Purchaser makes any required filings to initiate the process of applying for such reserves and accruals between Permits within three (3) Business Days after the date of this Agreement and uses its commercially reasonable efforts to obtain such Permits. Notwithstanding any other provision of this Agreement, in no event shall the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen amount calculated in accordance with such clause (15iii) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm exceed five million dollars (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b$5,000,000). Such independent determination shall (in If the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by is a positive number, then the parties:Purchase Price Adjustment will reduce the Purchase Price pursuant to the calculation in Sections 3.1 and 3.2. If the Purchase Price Adjustment is a negative number, then the absolute value of the Purchase Price Adjustment will increase the Purchase Price pursuant to the calculation in Sections 3.1 and 3.2.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60i) calendar days after Within five (5) Business Days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (ithe “Inventory Statement”) a consolidated balance sheet setting forth Seller’s determination of Sellers the value of the Inventory transferred to Buyer as of the Closing (as of 11:59 P.M., local time, on the Closing Date) (the “Closing Inventory”), (ii) a consolidating balance sheet Seller’s determination of Sellers Prepaid Inventory transferred to Buyer as of the Closing Date, and (iii) a balance sheet of each Seller as of 11:59 P.M., local time, on the Closing Date Date) and a calculation of the amount, if any, payable pursuant to clause (the "Closing Balance Sheets")g) of this Section 1.3. For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis In connection with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet andInventory Statement, for Buyer shall (A) assist, and shall cause its Affiliates to assist, Seller, its accountants, advisors and other representatives in its preparation of the Inventory Statement and (B) afford to Seller, its accountants, advisors and other representatives, reasonable access during normal business hours to the personnel, properties, books and records of the Business to the extent relevant to the preparation of the Inventory Statement (including any taking and preparing with Buyer’s participation of physical counts of Inventory). For purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet)1.3, the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date value of the Interim Balance Sheet Inventory transferred to Buyer will be determined by reference to the price for each Product and the date other type or item of the Closing Balance Sheet. In the event Inventory as set forth on Schedule 1.3 to this Agreement shall include only Inventory that (A) has been approved and released by Seller or such applicable Selling Affiliate appointed qualified person in compliance with applicable Laws, (B) has an unexpired shelf life of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen less than twelve (1512) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officersmonths, or Affiliatessuch lesser period as may be agreed by Buyer and Seller on a Product-by-Product basis, (C) has not been damaged, recalled and/or incorrectly packaged or labeled and not currently or within the two(D) consists of active pharmaceutical ingredients, spare parts, raw materials, containers, packaging and packaging supplies and work-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:in-process.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 90 days after the Closing Date, the Purchaser shall prepare and deliver to the Lead Stockholder a statement, duly certified by the Purchaser as accurately setting forth the Purchaser’s good faith determination of (i) the Adjustment Amount and each component thereof as of the Measurement Time, including reasonable supporting documentation used in the preparation thereof, (ii) the Working Capital, (iii) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller XXXX Entities as of the Closing Date (without giving effect to the "Closing Balance Sheets"Transactions), and a certificate of the Chief Financial Officer of the Purchaser certifying that such balance sheet was prepared only in accordance with the Calculation Principles, and (iv) the Purchase Price based on the foregoing, without regard to any Earn-Out Payments that may become payable pursuant to Section 2.5 (such statement, the “Adjustment Statement”). For Purchase Price adjustment considerationsIf the Purchaser fails to timely deliver the Adjustment Statement within 90 days after the Closing, the Closing Balance Sheets shall be prepared on Lead Stockholder may send the Purchaser a consistent basis written notice to cure such failure. If the Purchaser fails to deliver the Adjustment Statement within 30 days after receiving a written notice from the Lead Stockholder in accordance with the accounting practices and procedures applied by Sellers previous sentence, then the Closing Statement will be conclusively deemed to be the Adjustment Statement; provided that the Lead Stockholder may elect to deliver a Dispute Notice with respect thereto in accordance with Section 2.4(b). (b) If the Lead Stockholder disagrees with any item set forth in the preparation Adjustment Statement, Lead Stockholder may, within 45 days after receipt of the Interim Balance Sheet and, for purposes of this Section 3.01(bAdjustment Statement (the “Review Period”), in deliver a written notice (the absence “Dispute Notice”) to the Purchaser setting forth the Lead Stockholder’s calculation of manifest error each disputed amount (which each an “Item of Dispute”). The Lead Stockholder and its Representatives shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) have reasonable access during normal business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated hours to, and not in the Purchaser shall use commercially reasonable efforts to provide the Lead Stockholder with electronic copies of, all books and records and work papers (including those of the Purchaser’s and the XXXX Entities’ accountants and auditors) relating to the Adjustment Statement and all other items and Representatives of the Purchaser reasonably requested by the Lead Stockholder or its Representatives, as applicable, for the limited purpose of the Lead Stockholder’s review and confirmation of the same (subject to compliance with accountants’ customary procedures for release and subject to any manner affiliated withlimitations that are reasonably required to preserve any applicable attorney-client privilege, either Buyers protect any proprietary or Sellers or Parent or their respective shareholders, officersconfidential information, or comply with third-party confidentiality obligations); provided, that any such access shall be conducted in such a manner as not to unreasonably interfere with the normal operations of the business of the Purchaser or any of its Affiliates, and including, after the Closing, the XXXX Entities. (c) If the Purchaser does not currently or receive a Dispute Notice within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholdersReview Period, officers, or Affiliates), which firm the Adjustment Statement shall make an independent determination be conclusive and binding upon each of the disputed item or items consistent Parties. If the Purchaser receives a Dispute Notice from the Lead Stockholder within the Review Period, the Purchaser and the Lead Stockholder shall use reasonable efforts to resolve each Item of Dispute, and, if any Item of Dispute is so resolved, the Adjustment Statement shall be modified to the extent necessary to reflect such resolution. (d) If any Item of Dispute remains unresolved as of the 45th day after delivery by the Lead Stockholder of the Dispute Notice, the Purchaser and Lead Stockholder shall jointly retain a mutually agreeable dispute resolution firm with the criteria requisite experience (the “Arbiter”) to resolve such remaining disagreement, it being understood that any item not included as an Item of Dispute in the Dispute Notice shall be conclusive and binding upon each of the Parties as set forth in this Section 3.01(b)the Adjustment Statement. Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:The

Purchase Price Adjustment. Sellers (a) Buyer and Buyers Seller hereby agree that upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions set forth herein, Seller shall jointlysell, within sixty transfer and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances, the Interests for a purchase price (60the "Purchase Price") calendar equal to the sum of Six Million Five Hundred Thousand U.S. Dollars ($6,500,000), subject to adjustment as set forth in subsections (c) - (g) below, and payable as set forth in subsection (b) below. (b) Buyer shall deliver to Seller, upon the signing of this Agreement (the "Signing"), $200,000 in immediately available funds (the "Cash Deposit"). In the event the transactions contemplated in this Agreement do not close by the Termination Date because either of CEC or Seller receives notice that Xxxxxxxx Xxxxx has elected to exercise the Right of First Refusal (the "Notice of Exercise"), Seller shall refund the Cash Deposit to Buyer, without any interest. In the event the transactions contemplated in this Agreement do not close by the Termination Date for any other reason, Seller shall be entitled to retain the Cash Deposit. In the event the transactions contemplated in this Agreement do close, Seller shall be entitled to retain the Cash Deposit and Buyer shall pay the balance of the Purchase Price in immediately available funds (the "Deferred Purchase Price"), as follows: (i) On the Closing Date, Buyer shall pay to Seller $100,000. (ii) Not later than 210 days after the Closing Date, prepare Buyer shall pay to Seller $400,000. (iiii) a consolidated balance sheet of Sellers as of Not later than 270 days after the Closing Date, Buyer shall pay to Seller $5,800,000, as adjusted in accordance with subsections (iic) a consolidating balance sheet of Sellers as of - (g) below (the "Final Payment"). (c) Not later than ten (10) days after the Closing Date, Seller shall deliver to Buyer a statement ("Seller's Statement") of the difference between (i) the value of the net working capital, inventory and fuel on-hand of CEC on March 15, 2002, which is set forth in Schedule 2.2(c) to this Agreement (the "Interim Value") and (iiiii) a balance sheet the value of each Seller the net working capital, inventory and fuel on-hand of CEC as of the Closing Date (the "Closing Balance SheetsValue"). For To the extent the Closing Value is less than the Interim Value, the Purchase Price adjustment considerationsshall be decreased dollar-for-dollar by the difference; to the extent the Closing Value is greater than the Interim Value, the Purchase Price shall be increased dollar-for-dollar by the difference. Any adjustment to Purchase Price pursuant to this Section shall be effected by a corresponding change to the amount of the Final Payment. 6 <PAGE> (d) Buyer shall have the opportunity to review Seller's Statement, which shall be binding and conclusive upon, and deemed accepted by, Buyer unless Buyer shall have notified Seller in writing within ten (10) days after delivery of Seller's Statement of any good faith objection thereto ("Buyer's Objection"). Buyer's Objection shall set forth a specific description of the basis of Buyer's Objection and the specific adjustments to the Closing Balance Sheets Value reflected on Seller's Statement which Buyer believes should be made. Any items not disputed in Buyer's Objection shall be deemed to have been accepted by Seller. (e) Seller's Statement, and all other financial information of CEC required or permitted to be provided hereunder, shall be prepared on a consistent basis in accordance with United States generally accepted accounting principles and the accounting practices and procedures policies of CEC, consistently applied by Sellers in the preparation ("U.S. GAAP"). (f) If Buyer and Seller are unable to resolve all of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating their disputes with respect to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties Seller's Statement within fifteen (15) business days after one following Seller's receipt of Buyer's Objection, they shall refer their remaining differences to Deloitte & Touche LLP or another internationally recognized firm of independent public accountants as to which Buyer and Seller mutually agree (the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates)"CPA Firm") for decision, which firm decision shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all the parties upon delivery of the parties heretowritten opinion set forth in sub-clause (iii) below. All feesEach of Buyer and Seller hereby represents that Deloitte & Touche LLP has not been retained by Buyer, costs Seller or any of their affiliates for a period of five years prior to the date hereof. The procedure and expenses incurred in retaining such independent accounting firm schedule under which any dispute shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after submitted to the CPA Firm shall be as follows: (i) Within fifteen (15) days following appointment of the completion CPA Firm, Buyer shall submit any unresolved elements of mutually agreed its objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon Closing Balance Sheets or which it relies. (ii) Within fifteen (15) days following Buyer's submission of the resolution unresolved elements of Buyer's Objection as specified in sub-clause (i) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Buyer), supported by any documents and/or affidavits upon which it relies. (iii) The CPA Firm shall deliver its written opinion within twenty (20) days following its receipt of the information provided for in sub-clause (ii) above, or such longer period of time as the CPA Firm determines is necessary, not to exceed thirty (30) days. The scope of the disputes to be resolved by the CPA Firm is limited to the unresolved portion of Seller's Objection. Seller and Buyer shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties' respective accountants) relating to the Closing Value and all other items reasonably requested by the CPA Firm. Any expenses relating to the engagement of the CPA Firm shall be shared equally between Seller and Buyer. Seller and Buyer shall each bear the fees of their respective accountants incurred in connection with the determination and review of the Closing Value and Seller's Statement. 7 <PAGE> (g) Seller's Statement shall become final and binding on the parties upon the earliest of (i) if no Buyer's Objection has been given, the expiration of the period within which Buyer must make its objection pursuant to Subsection (d) hereof, (ii) agreement in writing by Buyer and Seller that Seller's Statement, together with any modifications thereto agreed by Buyer and Seller, shall be final and binding and (iii) the date on which the CPA Firm shall issue its written determination with respect to any dispute relating thereto to Seller's Statement. Seller's Statement as submitted by Seller, if no timely Seller's Objection has been given, or as adjusted pursuant to an independent Big Six public accounting firmany agreement between the parties or as determined pursuant to the decision of the CPA Firm, whichever is herein referred to as the case may be, the following Purchase Price Adjustment shall be paid by the parties:"Final Closing Statement." Section 2.3

Purchase Price Adjustment. Sellers In the event there shall be an inaccuracy in any of the representations or warranties of Seller or a breach by Seller of one or more covenants to be performed by Seller prior to Closing or an inaccuracy in any of the representations or warranties of any Subsidiary of Seller or a breach by a Subsidiary of Seller of one or more covenants to be performed by such Subsidiary herein or in any documents executed by such Subsidiary in connection with the transactions contemplated hereby, which inaccuracy or breach is Material and Buyers such inaccuracy or breach does not constitute a failure of the conditions to Buyer's or its Subsidiaries' obligations to close as set forth in Section 12.02(a), or there shall jointlybe a Material loss or damage to any of the Assets as a result of fire or other casualty and Seller does not elect to restore such Assets as provided in Section 8.09, within sixty (60) calendar days after the Parties shall use all reasonable efforts to agree prior to Closing to a downward adjustment to the Purchase Price in an amount equal to the decline in value of any of the Assets resulting from such inaccuracy, breach, loss or damage. In this regard, the decline in value shall be on a dollar-for-dollar basis for balance sheet items and, with respect to other items affecting value, shall be as mutually agreed by the Parties. If the Parties are unable to agree on the amount of the Purchase Price adjustment prior to Closing, and all of the conditions to the obligations of the Parties to close have been satisfied or waived, the Parties shall proceed to close the transaction contemplated hereby and the disagreement regarding the amount of the Purchase Price adjustment shall be resolved in accordance with the dispute resolution procedure described in Section 3.05(b), with the 30-day period referred to in the first sentence thereof beginning on the Closing Date. Once such disagreement is resolved, prepare (i) a consolidated balance sheet of Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officersSeller, or Affiliatesits Subsidiary, and not currently or within as the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholderscase may be, officersshall then pay to Buyer, or Affiliates)its Subsidiary, which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever as the case may be, the following amount of such adjustment, if any, with interest at the rate provided in Section 3.05(d)(i) from the Closing Date through the date of payment. Notwithstanding anything herein to the contrary, no downward adjustment in the Purchase Price Adjustment shall be paid by made under this Section 3.08 to the parties:extent that the amount thereof is subject to adjustment under the Inventory evaluation procedures elsewhere in this Article 3.

Purchase Price Adjustment. Sellers (a) The Sellers' Trade Receivables, Trade Payables, and Buyers shall jointlyTransferrable Prepaid Expenses as of December 31, within sixty (60) calendar days after 1996 were approximately $9,984,325, $3,262,459 and $2,190,660, respectively. On or prior to the Closing Date, prepare the Company shall provide to the Purchasers a schedule (the "Preliminary Statement") along with a certificate signed by the chief executive officer of the Company setting forth in reasonable detail the Company's good faith estimate of the Trade Receivables, the Trade Payables, and the prepaid expenses that relate to the Assets that are to be transferred to the Purchasers ("Transferrable Prepaid Expenses"), which schedule shall be prepared in a manner consistent with the Company Financial Statements. Based on the Preliminary Statement, at the Closing, the Purchasers shall increase the Cash Consideration to be paid to the Sellers by the difference between the (i) sum of the Trade Receivables and Transferrable Prepaid Expenses and (ii) the Trade Payables if it is a consolidated balance sheet of positive number or shall reduce the Cash Consideration by such amount if the difference is a negative number. As promptly as possible following the Closing, the Sellers shall prepare and provide to the Purchasers a schedule (the "Final Statement") showing the Trade Receivables, the Trade Payables, and the Transferrable Prepaid Expenses as of the Closing Date, (ii) a consolidating balance sheet close of Sellers as of business on the Closing Date, and . Within thirty (iii30) a balance sheet days of each Seller as receipt of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerationsFinal Statement, the Closing Balance Sheets Purchasers shall be prepared on a consistent basis with notify the accounting practices and procedures applied by Sellers in the preparation if they dispute any aspect of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in Final Statement or accept it. If the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing Purchasers dispute the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereofFinal Statement, the parties shall work together select a mutually acceptable Big Six public in good faith to resolve the dispute. If they are unable to resolve the dispute, the dispute shall be referred to such nationally recognized accounting firm (which as the Bankruptcy Court may approve. The Purchasers shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within good faith use all commercially reasonable efforts to collect the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of Trade Receivables following the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Date.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar Within 90 days after the Closing Date, CBS shall at its expense prepare and deliver to Purchaser a statement of Working Capital (ithe "Statement --------- of Working Capital") and a consolidated balance sheet statement of Sellers Net Assets (the "Statement of Net ------------------ ---------------- Assets") as of the close of business on the Closing DateDate setting forth Working ------ Capital (as defined below), and Net Assets (as defined below), respectively, together with separate special-purpose reports of CBS's independent auditors to the effect that the Statement of Working Capital and the Statement of Net Assets have been prepared and audited in compliance with the requirements of this Section 2.5. The Statement of Working Capital and Statement of Net Assets are collectively the "Statements." ---------- During the 60-day period following Purchaser's receipt of the Statements, Purchaser and its independent auditors shall be permitted to review and make copies reasonably required of the working papers of CBS and its independent auditors relating to the Statements and shall have reasonable access to CBS representatives and its independent auditors. The Statement of Working Capital shall become final and binding upon the parties on the 60/th/ day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Statement of Working Capital ("Notice of Disagreement") to ---------------------- CBS prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted, (iiB) only include disagreements based on mathematical errors or based on Working Capital not being calculated in accordance with this Section 2.5, (C) only include disagreements based on the Statement of Working Capital, (D) be accompanied by a consolidating balance sheet of Sellers as of signed written confirmation by Purchaser that it has complied with the Closing Datecovenants set forth in Section 2.5(e), and (iiiE) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis if Purchaser's independent auditors are engaged by Purchaser in connection with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet andNotice of Disagreement, for purposes be accompanied by a written confirmation of this Section 3.01(b), Purchaser's independent auditors that they concur with each of the positions taken by Purchaser in the absence Notice of manifest error Disagreement. If a Notice of Disagreement complying with the preceding sentence is received by CBS in the period specified, then the Statement of Working Capital (as revised in accordance with clause (I) and (II) below) shall become final and binding upon the parties on the earlier of (I) the date CBS and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 60-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, CBS and Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, CBS and its independent auditors shall not include any matters be permitted to review and make copies reasonably required of the working papers of Purchaser and shall have reasonable access to its representatives and its independent auditors, including their working papers and make copies reasonably required relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance SheetsNotice of Disagreement. If, which dispute canat the end of such 60-day period, CBS and Purchaser have not be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereofso resolved such differences, the parties CBS and Purchaser shall together select a mutually acceptable Big Six public submit to an independent accounting firm (the "Accounting Firm") --------------- mutually acceptable to the parties for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. CBS and Purchaser shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Accounting Firm. CBS and Purchaser agree that judgment may be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within entered upon the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.5 shall be borne by CBS and Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and expenses of CBS's independent auditors incurred in connection with the criteria set forth issuance of their special- purpose reportS relating to the Statements and review of any Notice of Disagreement shall be borne by CBS, and the fees and expenses of Purchaser's independent auditors incurred in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all connection with their review of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm Statements shall be paid in equal shares borne by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Purchaser.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) calendar days after Within fifty-five Business Days following the Closing Date, Purchaser shall cause the Company to prepare (i) and deliver to Sellers the Closing Balance Sheet, together with a consolidated balance sheet of Sellers as calculation of the Closing Date, (ii) Equity. The Closing Balance Sheet shall be audited by a consolidating balance sheet nationally recognized public accounting firm selected by Purchaser. Sellers and their representatives shall have the right to review all work papers and procedures of Sellers as Purchaser and its outside accountants used to prepare the Closing Balance Sheet and the calculation of the Closing DateEquity and shall have the right to perform any other reasonable procedures necessary to verify the accuracy thereof. Unless Sellers, and (iii) a balance sheet of each Seller as within forty-five Business Days after delivery to Sellers of the Closing Date (Balance Sheet and the "calculation of the Closing Balance Sheets"). For Purchase Price adjustment considerationsEquity, notify the Company in writing that Sellers object to the Closing Balance Sheets shall be prepared on a consistent basis with Sheet or the accounting practices and procedures applied by Sellers in the preparation calculation of the Interim Closing Equity, and specify the basis for such objection, such Closing Balance Sheet and, and the calculation of the Closing Equity shall become final and binding upon the parties for the purposes of this Section 3.01(b)2.05. If Sellers and the Company are unable to resolve all of Sellers' objections within 25 Business Days after any such notification has been given, all remaining matters in the absence of manifest error (which dispute shall be submitted to Ernst & Young or if Ernst & Young is not include any matters relating to practices and procedures applied available, another nationally recognized public accounting firm mutually agreed upon by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance SheetCompany. In the event the Company and Sellers are unable to agree upon the selection of a dispute between the parties regarding the preparation such an accounting firm within five Business Days after expiration of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereofsuch 25 Business Day period, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid appointed by the AAA. Such accounting firm shall make a final determination as to all remaining matters in equal shares by Buyers dispute that shall be conclusive and binding on the Company and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of The Company and Sellers agree to cooperate with each other and with each other's authorized representatives in order to resolve any and all matters in dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:as soon as practicable.

Purchase Price Adjustment. Sellers (a) On or before February 15, 2015, Purchaser shall prepare and Buyers shall jointly, within sixty (60) calendar days after the Closing Date, prepare (i) deliver to Seller a consolidated balance sheet of Sellers as good faith statement setting forth its calculation of the Closing Dateamount of Assumed Liabilities under subsections 1.2(d)(1), (ii1.2(d)(2) a consolidating balance sheet of Sellers as of the Closing Date, and (iii1.2(d)(3) a balance sheet of each Seller as of the Closing Date in reasonable detail (the "Closing Balance Sheets")“Assumed Liabilities Statement”) that have been paid by Purchaser and accompanied by reasonable supporting documentation therefor. For Purchase Price adjustment considerations, the Closing Balance Sheets Seller shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers cooperate fully in the preparation of the Interim Balance Sheet andAssumed Liabilities Statement. In addition, Seller and its attorneys and accountants will be entitled to copies of work papers, books and records, and reasonable access to personnel (upon prior written notice, during normal business hours in such a manner so as not to unreasonably interfere with the business of Purchaser) reasonably required to review the Assumed Liabilities Statement provided by Purchaser. Unless Seller notifies Purchaser in writing within 15 days after receipt by Seller of the Assumed Liabilities Statement of any objections thereto (specifying in reasonable detail the item(s) so disputed together with the basis for purposes of this Section 3.01(bsuch dispute) (the “Dispute Notification Period”), in the absence of manifest error (which such Assumed Liabilities Statement shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on for all purposes (it being understood that any item not expressly disputed in writing received by Purchaser within the Dispute Notification Period will become final, binding and conclusive upon the expiration of the parties heretoDispute Notification Period). All feesIf Seller gives such notice of objection (including specific items that Seller disputes), costs and expenses incurred then the issues in retaining such independent accounting firm shall dispute will be paid in equal shares by Buyers and Sellersresolved pursuant to Section 1.5(b) below. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:The “

Purchase Price Adjustment. 2.5.1 Sellers and Buyers Buyer acknowledge and agree that the Purchase Price has been based on (i) Eligible Accounts Receivable (defined below) being $5,400,000 (the “A/R Benchmark”) and (ii) Eligible Inventory (defined below) being $11,930,000 (the “Inventory Benchmark”). The sum of the A/R Benchmark and Inventory Benchmark shall jointly, within sixty (60) calendar be referred to herein as the “Target Amount”. Within 2 days after prior to the Closing Date, prepare (i) Sellers shall deliver to Buyer a consolidated balance sheet statement of Sellers Accounts Receivable and Inventory as of 11:59 p.m. on the day immediately prior to the Closing Date, prepared in accordance with generally accepted accounting principles, consistently applied, and which has been determined on a basis consistent with the methodology employed as of June 30, 2006 in the Borrowing Base Certificates prepared by Sellers and delivered to Wachovia Bank, National Association in its capacity as agent (iithe “DIP Agent”) under the DIP Agreement (each, a consolidating balance sheet “Borrowing Base Certificate”) (it being agreed that notwithstanding anything to the contrary in the foregoing, in determining Eligible Accounts Receivable the Sellers shall deduct chargebacks and other credits reasonably expected to be taken by their customers and relating to events or conditions prior to the Closing (the “Chargebacks”)), through the date when such statement is required to be delivered hereunder, certified by such officer(s) of the Sellers (or applicable Seller) as the DIP Agent shall accept (the “Closing Statement”). Buyer and its representatives shall be permitted to have reasonable access to the Sellers’ offices and their books, records and work papers containing financial information of Sellers as during the period through the Closing Date in order to, among other things, verify the accuracy and completeness of the Closing Date, Statement (including the methodology used in calculating Eligible Accounts Receivable and (iii) a balance sheet of each Seller as Eligible Inventory). The Closing Statement shall be conclusive and binding upon Buyer and Sellers unless Buyer objects in writing to any item or items shown on the Closing Statement within 24 hours after the Buyer’s receipt of the Closing Date (the "Closing Balance Sheets")Statement. For Purchase Price adjustment considerations, Such writing shall assert that the Closing Balance Sheets shall be prepared on a consistent basis with Statement is in error and specify in reasonable detail the accounting practices and procedures applied by Sellers amount in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet dispute and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining basis for such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:dispute.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) Within 45 calendar days after following the Closing DateClosing, Buyer shall prepare and deliver to Seller a statement (ithe "Statement") a consolidated balance sheet of Sellers as of reflecting the Closing DateTrade Payables, (ii) a consolidating balance sheet of Sellers as of the Closing Date, Accounts Receivable and (iii) a balance sheet of each Seller Prepaids as of the Closing Date and the calculation of the adjustment to the Purchase Price pursuant to this Section 3.2 (the "Closing Balance SheetsNegative Working Capital Adjustment"). For Purchase Price adjustment considerationsThe calculation of the Trade Payables, the Closing Balance Sheets Account Receivables and Prepaids shall be prepared on a consistent basis in accordance with GAAP. The Negative Working Capital Adjustment shall equal the accounting practices amount, if any, that the Trade Payables exceed the Accounts Receivable and procedures applied by Sellers Prepaids. Buyer shall provide Seller with access to copies of all work papers and other relevant documents to permit Seller to verify the accuracy of the amounts reflected in the preparation Statement. Seller shall have a period of 30 calendar days after delivery of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Closing Date Balance Sheet and the date of Statement (the Closing Balance Sheet"Review Period") to review it and make any objections it may have in writing to Buyer. In If written objections to the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled Statement are delivered to Buyer by the mutual agreement of the parties Seller within fifteen (15) business 10 days after one of the parties has notified Review Period (the other party thereof"Objection Period"), then Seller and Buyer shall attempt to resolve the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not matter or matters in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or dispute. If no written objections are made by Seller within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholdersObjection Period, officers, or Affiliates), which firm then the Statement shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All feesIf disputes with respect to the Closing Date Balance Sheet or the Statement cannot be resolved by Seller and Buyer within 30 calendar days after the Objection Period, costs then, at the request of Buyer or Seller, the specific matters in dispute shall be submitted to Ernst & Young L.L.P. or such other independent accounting firm as may be approved by Seller and Buyer, which firm shall render its opinion as to such matters. Based on such opinion, such independent accounting firm will then send to Seller and Buyer its determination on the specified matters in dispute, which determination shall be final and binding on the parties hereto. The fees and expenses incurred in retaining of such independent accounting firm shall be paid in equal shares borne one-half by Buyers Seller and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid one-half by the parties:Buyer.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60a) Within 90 calendar days after the Closing Date, the Buyer shall prepare (i) and deliver to the Seller a consolidated balance sheet of Sellers statement as of the Closing Date, Date reflecting the Cash Purchase Price and the calculation thereof (ii) a consolidating balance sheet the "Final Statement"). The elements of Sellers the definition of Cash Purchase Price contained in the Final Statement shall be derived from consolidated financial statements of the Company and the Subsidiaries as of the Closing DateDate and for the period commencing on January 1, 1997 and (iii) a balance sheet of each Seller as of ended on the Closing Date (the "Company's Closing Balance SheetsFinancial Statements"). For Purchase Price adjustment considerations, the Closing Balance Sheets which shall be prepared on a consistent basis in accordance with generally accepted accounting principles applied consistently with those used to prepare the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet andCompany's Financial Statements; provided, however, that, for purposes of this Section 3.01(b), in determining the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet)Cash Purchase Price, the only adjustments assets consisting of any cash and cash equivalents paid by the Company to accounting reserves the Seller pursuant to Section 1.2(d) hereof, any Intercompany Receivable to be forgiven pursuant to Section 1.2(e) hereof and accruals reflected therein the liability consisting of any Intercompany Payable to be forgiven pursuant to Section 1.2(e) hereof shall be those made to reflect changes in such reserves and accruals between excluded from the date of the Interim Balance Sheet and the date of the Company's Closing Balance SheetFinancial Statements. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent The determination of the disputed item or items Cash Purchase Price shall be consistent with the criteria set forth methodology exemplified in Annex A attached hereto and that by this Section 3.01(b)reference is incorporated herein. Such independent determination The Buyer shall (provide the Seller with access to copies of all work papers and other relevant documents to verify the entries contained in the absence Final Statement. The Seller shall have a period of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) 15 calendar days after (i) delivery to it of the completion of mutually agreed upon Closing Balance Sheets Final Statement to review it and make any objections the Seller may have in writing to the Buyer. If written objections to the Final Statement are delivered to the Buyer within such 15 day period, then the Buyer and the Seller shall attempt to resolve the matter or (ii) matters in dispute. If no written objections are made within the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may betime period provided above, the following Buyer shall pay to the Seller, in accordance with Section 1.2(c) hereof, the aggregate amount, if any, by which the Cash Purchase Price Adjustment exceeds the Closing Payment and the Seller shall be paid pay to the Buyer, in accordance with Section 1.2(c) hereof, the aggregate amount, if any, by which the parties:Closing Payment exceeds the Cash Purchase Price, in each case on the third Business Day following the end of such 15 day period.

Purchase Price Adjustment. The Purchase Price set forth above assumes that, at Closing, all of the Excluded Assets that are capable of being assigned to Sellers or their Affiliates shall have been so assigned and the Companies will not have any cash or cash equivalents, any accounts receivable, any assets consisting of prepayments, advances or deposits, or any liabilities other than the Assumed Liabilities, which Buyer has agreed to assume as part of the Purchase Price, and that an amount equal to Three Million Six Hundred Thousand Dollars ($3,600,000.00) of non-obsolete Excess Inventory (other than bananas packed in boxes waiting to be shipped) remains in the Colombian Companies. To give effect to such understanding, the cash portion of the Purchase Price payable shall be adjusted by the amounts provided in §2(e)(i) below, and the portion of the Purchase Price corresponding to the Eight Week Excess Inventory Note shall be adjusted by the amounts provided in §2(e)(iii) below (the “Purchase Price Adjustments”). In addition, under §5(n) hereof, Buyer has agreed to cause the Colombian Companies to collect on behalf of, and for the account of, Sellers and Buyers shall jointly, within sixty their Affiliates those Excluded Assets consisting of accounts receivable (60including accounts receivable from those employees retained by the Companies (“Retained Employee Accounts Receivable”)) calendar days after the Closing Date, prepare (i) a consolidated balance sheet of that are not assignable to Sellers as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Dateor their Affiliates, and (iii) a balance sheet of each Seller as of to assign to Sellers or their Affiliates after Closing those accounts receivable that, while assignable, are not in fact assigned on or prior to the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall are not include any matters relating collected prior to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of such assignment. With respect to the Interim Balance Sheet inventory items classified as obsolete, the Parties have agreed that those items constituting spare parts shall remain at Banadex without any purchase price adjustment and the date all other items shall be transferred to Expofrut as part of the Closing Balance SheetExcluded Assets. In Sellers agree that they shall cause Expofrut to provide Banadex with a right of first refusal to purchase all such obsolete items transferred to Expofrut at the event of same price at which Exprofrut proposes to sell such items to a dispute between third party after the parties regarding the preparation Closing. The amount of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15Purchase Price adjustments contemplated in this §2(e) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not determined in any the manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the partiesbelow:

Purchase Price Adjustment. Sellers and Buyers (a) As soon as practicable after the date hereof, until the Closing or earlier termination of this Agreement pursuant to Article VII, the Seller shall jointly, within sixty provide the Purchaser access to each site that contains Acquired Inventory in order to facilitate the Purchaser’s review of the Seller’s estimate of the Inventory Value. Three (603) calendar days after Business Days before the Closing Date, prepare the Seller shall deliver to the Purchaser a good faith estimate (the “Estimate Statement”) of (i) a consolidated balance sheet of Sellers as of the Closing DateInventory Value and the Inventory Adjustment calculated by reference thereto, (ii) a consolidating balance sheet if the amounts of Sellers as of 2014 Adjusted EBITDA and the Closing DateEBITDA Adjustment have become final pursuant to Section 1.05, then 2014 Adjusted EBITDA and the EBITDA Adjustment calculated by reference thereto, and (iii) a balance sheet of each Seller based on the foregoing clauses (i) and (ii), as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerationsapplicable, the Closing Balance Sheets Purchase Price. The Estimate Statement with respect to the Inventory Value and the Inventory Adjustment shall be prepared on a consistent basis in accordance with the accounting practices protocol described in Schedule 1.06(a). The Seller and procedures applied by Sellers the Purchaser shall cooperate in good faith and endeavor to resolve any disputes regarding the calculation of the Estimate Statement; provided, however, that no party shall be entitled to delay the Closing as a result of any such dispute. If the parties agree to any changes to the Estimate Statement, the term “Estimate Statement” as used in this Agreement shall be deemed to reflect such changes. For the avoidance of doubt, if the parties are unable to agree to any changes to the Estimate Statement, the Estimate Statement shall be in the preparation form delivered by the Seller; provided, however, that the estimate of the Interim Balance Sheet and, for purposes Inventory Value set forth on the Estimate Statement (and used to calculate the Inventory Adjustment set forth on the Estimate Statement) shall in no event exceed an amount equal to 110% of this Section 3.01(b), the highest of the values of month-end Inventory recorded in the absence books and records of manifest error the Seller for any of the twelve (12) months ending prior to the month in which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet)Closing occurs, the only adjustments to accounting reserves and accruals reflected therein which month-end values shall be those made reasonably evidenced to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Purchaser.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty The parties acknowledge that the Purchase Price was determined using a multiple of the expected Annual Operating Profit (60as hereinafter defined) calendar days of the Business after the Closing DateClosing, prepare and such expected Annual Operating Profit was based upon the Seller's best good faith estimate thereof. Accordingly, if the average Annual Operating Profit during the period commencing on December 1, 1998 and ending November 30, 2000 (the "APPLICABLE PERIOD") shall be less than $300,000, then the Buyer shall be entitled to receive an amount from the Seller equal to five times (5x) the amount of such deficiency (the "CLAW-BACK PAYMENT"); provided that the Claw-back Payment shall not exceed the amount of the Claw-back Amount. For purposes hereof, the term "ANNUAL OPERATING PROFIT" shall be determined as set forth on Exhibit 3 attached hereto. The parties further acknowledge that they have used their best efforts to determine that the Purchase Price is consistent with the fair market value of the Business and its assets as of the Closing, based in part on the projected future revenues of the Business. The foregoing provisions of this paragraph 3 are intended solely to adjust the Purchase Price, if necessary, to reflect fair market value and not to induce Seller or the Shareholder to refer or influence the referral of any prospective client, customer or patient (collectively, "PROSPECTIVE PATIENTS") to the Business or to recommend the Business to any Prospective Patients. Accordingly, (i) a consolidated balance sheet prior to the Closing, Seller and the Shareholders shall not engage in any marketing activities (including any direct solicitation of Sellers as Prospective Patients) except in the ordinary and usual course of conducting the Closing DateBusiness, consistent with lawful past practices, and (ii) a consolidating balance sheet of Sellers as after the Closing, Seller and Shareholders shall not take any action, directly or indirectly, to induce any Prospective Patients to become patients of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Business.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty The parties acknowledge that the Purchase Price was determined using a multiple of the expected Annual Operating Profit (60as hereinafter defined) calendar days of the Business after the Closing DateClosing, prepare and such expected Annual Operating Profit was based upon the Seller's best good faith estimate thereof. Accordingly, if the average Annual Operating Profit during the period commencing on September 1, 1998 and ending August 31, 2000 (the "APPLICABLE PERIOD") shall be less than $700,000, then the Buyer shall be entitled to receive an amount from the Seller equal to five times (5x) the amount of such deficiency (the "CLAW-BACK PAYMENT"); provided that the Claw-back Payment shall not exceed the Claw- back Amount. For purposes hereof, the term "ANNUAL OPERATING PROFIT" shall be determined as set forth on Exhibit 3 attached hereto. The parties further acknowledge that they have used their best efforts to determine that the Purchase Price is consistent with the fair market value of the Business and its assets as of the Closing, based in part on the projected future revenues of the Business. The foregoing provisions of this paragraph 3 are intended solely to adjust the Purchase Price, if necessary, to reflect fair market value and not to induce Seller or the Shareholders to refer or influence the referral of any prospective client, customer or patient (collectively, "PROSPECTIVE PATIENTS") to the Business or to recommend the Business to any Prospective Patients. Accordingly, (i) a consolidated balance sheet prior to the Closing, Seller and the Shareholders shall not engage in any marketing activities (including any direct solicitation of Sellers as Prospective Patients) except in the ordinary and usual course of conducting the Closing DateBusiness, consistent with lawful past practices, and (ii) a consolidating balance sheet of Sellers as after the Closing, Seller and Shareholders shall not take any action, directly or indirectly, to induce any Prospective Patients to become patients of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets"). For Purchase Price adjustment considerations, the Closing Balance Sheets shall be prepared on a consistent basis with the accounting practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Business.

Purchase Price Adjustment. Sellers and Buyers shall jointlyAs soon as practicable, within sixty (60) calendar but in no ------------------------- event later than 30 days after the Closing DateClosing, prepare (i) Seller shall prepare, in accordance with GAAP and in a consolidated manner consistent with the Balance Sheet furnished in Section 3.8, an unaudited balance sheet of Sellers the Farallon Business as of the Closing Date, (ii) a consolidating balance sheet of Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Effective Date (the "Closing Draft Balance SheetsSheet") and a schedule of Net Assets as of the ------------------- Effective Date (the "Draft Schedule of Net Assets"). For Purchase Price adjustment considerations, the Closing Balance Sheets Seller shall be prepared on provide a consistent basis with the accounting practices and procedures applied by Sellers in the preparation ---------------------------- copy of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Draft Balance Sheet and the date Draft Schedule of Net Assets to Purchaser. Purchaser shall have the right to review the books and records of Seller during the period of 60 days after receipt of the Closing Draft Balance SheetSheet and Draft Schedule of Net Assets to verify and confirm the accuracy of the same. If, after such review, Purchaser disagrees with the computation of the Net Assets on the Draft Schedule of Net Assets, Purchaser shall promptly provide Seller with a detailed statement indicating the basis for its objections, and Purchaser and Seller shall promptly meet and confer in an effort to resolve such disagreement in good faith. If Purchaser and Seller resolve such disagreement, they shall prepare a final schedule of Net Assets in a manner consistent with the Draft Balance Sheet ("Final Schedule of Net Assets"). In the event that Purchaser and ---------------------------- Seller are unable to resolve such disagreement within 30 days after the delivery to Seller of such detailed statement (unless a longer period is agreed to by Purchaser and Seller), such dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot shall be reconciled resolved by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public Accountant unless another accounting firm (which shall be unrelated tois agreed to by Seller and Purchaser, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which decision of such accounting firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all upon the parties. The expense of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid borne equally by the parties:. Such accounting firm shall establish such procedures and take such action as it may deem reasonable and appropriate to enable it to make its determination regarding the dispute and shall, as promptly as may be practicable but in any event within 30 days of being engaged, notify both parties in writing of its determination of Net Assets and shall prepare the Final Schedule of Net Assets. Other than the expense of retaining an accounting firm to resolve a dispute as to the calculation of Net Assets as described above, the expense of preparing the Draft Balance Sheet and Draft Schedule of Net Assets shall be borne by Seller. Based on the Final Schedule of Net Assets, Seller shall refund to Purchaser in cash within three business days the amount, if any, by which the book value of the Net Assets delivered is less than $4,859,000.

Purchase Price Adjustment. Sellers (a) After the Closing, Seller shall prepare a special purpose statement of the operating profit of the Business for the period from January 1, 1997 through December 31, 1997 in accordance with the basis of accounting set forth in a footnote to such financial statement (the "Special Purpose 1997 Financial Statement"). To the extent necessary for Seller to prepare the Special Purpose 1997 Closing Financial Statement, Buyer shall provide Seller and Buyers shall jointlyits accountants full access to the books and records included in the Assets, to any other information in Buyer's possession or control after Closing and to Buyer's employees. Seller will cause its independent public accountants, Xxxxxx Xxxxxxxx, to audit the Special Purpose 1997 Financial Statement in accordance with Generally Accepted Auditing Standards and to issue their auditors' report thereon. Seller will deliver to Buyer the Special Purpose 1997 Financial Statement, together with the Xxxxxx Xxxxxxxx audit report in draft form, within sixty 50 calendar days after Closing. At the same time, Seller will deliver to Buyer a certificate of an officer of Seller in the form set forth as Exhibit D hereto (60the "Certificate") containing a representation and warranty that the 1997 Special Purpose Financial Statement, taken in its entirety, has been prepared on a basis consistent in all material respects with the Sterno Profit and Loss Statement for the year ended 1996 that is set forth as Attachment A to Schedule 3.2 of this Agreement (the "1996 Sterno Profit & Loss Statement"). The Certificate will be delivered by Seller only for the purpose set forth in Section 2.5(c) below. Buyer shall have a 9-calendar day period to review the Special Purpose 1997 Financial Statement to confirm that it has been prepared in accordance with the first sentence of this Section 2.5(a). In connection with such review, Buyer and its accountants shall have the right to review the worksheets and other back-up documentation relating to the preparation of the Special Purpose 1997 Financial Statement and the auditors' work papers thereon, to consult with representatives of Xxxxxx Xxxxxxxx and Seller in connection therewith and to review books and records of Seller relevant to the preparation of the Special Purpose Financial Statement. If, within such 9-day period, Buyer has not given Seller written notice of an objection to such statement, then the Special Purpose 1997 Financial Statement shall be final, binding and conclusive on the parties. If Buyer asserts, in good faith, that the Special Purpose 1997 Financial Statement has not been prepared as described in the first sentence of Section 2.5(a), it must notify Seller in writing in reasonable detail of the issues it disputes (the "Disputed Issues") and the basis therefor within such 9-day period. If Buyer and Seller are unable to reach agreement regarding the Disputed Issues within 5 calendar days after the Closing Dategiving of such notice by Buyer, prepare then the Disputed Issues shall be submitted to Deloitte & Touche LLP, independent public accountants, or such other reputable independent accounting firm as the parties may agree (the "Accountants") for resolution, the Accountants to act as experts and not as arbitrators. The review by the Accountants will be limited to the Disputed Issues. It is expressly agreed by the parties that any issues relating to the consistency of the Special Purpose 1997 Financial Statement with the 1996 Sterno Profit & Loss Statement as represented in the Certificate will not be submitted to the Accountants for resolution. If one or more Disputed Issues are submitted to the Accountants for resolution: (i) a consolidated balance sheet of Sellers as of each party will furnish to the Closing DateAccountants the work papers relating to the Disputed Issues and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants, (ii) a consolidating balance sheet of Sellers as the determination of the Closing DateDisputed Issues by the Accountants, as set forth in a written notice delivered by the Accountants to both parties will be final, binding and conclusive on the parties; and (iii) a balance sheet of Buyer and Seller shall each Seller as bear 50% of the Closing Date (fees of the "Closing Balance Sheets")Accountants for such determination. For Purchase Price adjustment considerationsThe parties will instruct the Accountants to deliver their written determination no later than the tenth calendar day after the Disputed Issues are submitted to the Accountants. Upon delivery of such written determination, the Closing Balance Sheets Special Purpose 1997 Financial Statement, adjusted in accordance with such determination, shall be prepared final, binding and conclusive on a consistent basis with the accounting practices parties. The time periods for preparation, review and procedures applied by Sellers in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of a dispute between the parties resolution regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria 1997 Special Purpose Financial Statement set forth in this Section 3.01(b)2.5(a) are intended to permit Seller to finalize the financial statements to be prepared by it pursuant to Section 5.1(a)(ii) for filing by Parent with the Securities and Exchange Commission without any dispute regarding the 1997 Special Purpose Financial Statement pending between the parties. Such independent determination Buyer acknowledges that Seller shall (not be required to finalize and deliver the financial statements referred to in Section 5.1(a)(ii) while any such dispute is pending. Buyer agrees that any confidential information obtained by it regarding businesses of Seller other than the absence Business pursuant to the review and dispute resolution procedures set forth above in this Section 2.5(a) shall be subject to the confidentiality provisions of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all Section 9.10 of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Transition Agreement.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within Within sixty (60) calendar days after the Closing Date, prepare Buyer shall deliver to Seller (i) a consolidated balance sheet of Sellers as of the Closing Date, Date Balance Sheet and (ii) a consolidating balance sheet of Sellers as Buyer's calculation of the Adjusted Initial Non-Cash Working Capital and the Adjusted Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the "Closing Balance Sheets")Non-Cash Working Capital. For Purchase Price adjustment considerationspurposes of this Section, the Closing Balance Sheets shall inventory will be prepared on a consistent basis with the accounting valued using Seller's standard practices and procedures applied by Sellers in the preparation of the Interim Balance Sheet andincluding specifically those procedures related to obsolete, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to slow moving and off standard inventory. Such practices and procedures applied by Sellers are described in preparing the Interim Balance Sheet)SELLER'S INVENTORY PRACTICES SCHEDULE. Seller may object to Buyer's calculations and Buyer and Seller shall cooperate in good faith and shall use reasonable efforts to resolve any such objections, the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date of the Closing Balance Sheet. In the event of but if they do not obtain a dispute between the parties regarding the preparation of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties final resolution within fifteen sixty (1560) business days after one Buyer has delivered the items described in clauses (i) and (ii) above, Buyer and Seller will select an accounting firm mutually acceptable to them to resolve any remaining objections. If Buyer and Seller are unable to agree on the choice of the parties has notified the other party thereofan accounting firm, the parties shall together they will select a mutually acceptable Big Six public so-called "big six" accounting firm by lot (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(bafter excluding Deloitte & Touche). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs The fees and expenses incurred in retaining of such independent accounting firm shall be paid borne equally by the Parties, and the determination of such accounting firm will be conclusive and binding upon the Parties. If the Adjusted Closing Non-Cash Working Capital is greater than the Adjusted Initial Non-Cash Working Capital, then the Buyer shall remit to Seller the amount of such excess, and if the Adjusted Closing Non-Cash Working Capital is less than the Adjusted Initial Non-Cash Working Capital, then the Seller shall remit to Buyer the amount of such deficiency, in equal shares each case by Buyers and Sellers. Within ten a wire transfer of immediately available funds (10denominated in U.S. dollars) calendar to the recipient's account within three business days after (isuch amounts are finally determined pursuant to this Section 2(e), with interest on such amount from and after the Closing Date through but excluding the date of payment at 8% per annum. Any payments to Buyer pursuant to this Section 2(e) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:Provident Bank, Cincinnati, Ohio, ABA# 042000000, xxedit Day International, Inc., Account# 0847-965.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (60) calendar days As soon as practicable after the Closing Date, prepare but no later than the thirtieth (i30th) a consolidated balance sheet of Sellers as of day after the Closing Date, (ii) Buyer shall prepare and deliver to Seller a consolidating balance sheet calculation of Sellers the Closing Value as of the Closing, certified by Buyer's Chief Financial Officer. Unless Seller delivers a written objection to Buyer by the thirtieth (30th) day after Seller's receipt of the certificate setting forth the Closing DateValue calculation, and (iii) a balance sheet of each Seller as the calculation of the Closing Date (Value delivered in accordance with this § 2.8 will become final and binding upon Buyer and Seller. If Seller objects to the "Closing Balance Sheets"). For Purchase Price adjustment considerations, calculation of the Closing Balance Sheets Value, Buyer and Seller shall, during the thirty (30) day period following such objection, negotiate in good faith to reach agreement on the disputed items or amounts. If, upon expiration of that period, Buyer and Seller are unable to reach agreement, they shall promptly thereafter cause the Accountants to review this Agreement and the disputed items or amounts and all records related thereto for the purpose of calculating the Closing Value; provided that the Accountants may consider only those items, charges, reductions or amounts in the calculation of the Closing Value as to which Buyer and Seller have disagreed. Buyer and Seller shall require the Accountants to deliver to them, as promptly as practicable after submission to the Accountants of the request to review the calculation of the Closing Value, a report setting forth the Accountants' calculations. Such report will be prepared on a consistent basis with final and binding upon Buyer and Seller. Buyer and Seller shall bear the accounting practices costs of the Accountants proportionately in relation to the amount by which the amounts in dispute differ from the Accountants' determination thereof. Buyer and procedures applied by Sellers Seller shall cooperate and assist in the preparation of the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the date calculation of the Closing Balance Sheet. In Value and in the event of a dispute between the parties regarding the preparation conduct of the Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties shall together select a mutually acceptable Big Six public accounting firm (which shall be unrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth reviews referred to in this Section 3.01(b). Such independent determination shall (in § 2.8, including without limitation, making available, to the absence of fraudextent necessary, bad faithall applicable books, undue influencerecords, or the like, or manifest error) be final work papers and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) calendar days after (i) the completion of mutually agreed upon Closing Balance Sheets or (ii) the resolution of any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment shall be paid by the parties:personnel.