Final Closing Statement Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Parent a written report (the "Final Closing Statement") setting forth Purchaser's final determination of Closing Net Liabilities, Closing Subscribers and Purchase Price to the extent not previously agreed upon pursuant to Section 2.8(a), determined in accordance with Section 2.7 and in accordance with the methodologies and the accounting policies and practices described in Section 2.7. The Final Closing Statement shall be prepared by Purchaser in good faith and shall be certified by Purchaser to be, as of the date prepared, its good faith determination of the Closing Net Liabilities, Closing Subscribers and Purchase Price, as so adjusted as applicable. Purchaser shall allow Parent and its agents access at all reasonable times after the Closing Date to copies of the books, records and accounts of the Avalon Companies and Avalon Subsidiaries and make available to Parent such information as Parent reasonably requests to allow Parent to examine the accuracy of the Final Closing Statement. Within thirty (30) days after the date that the Final Closing Statement is delivered by Purchaser to Parent, Parent shall complete its examination thereof and may deliver to Purchaser a written report setting forth any proposed adjustments to any amounts set forth in the Final Closing Statement; provided, however, that if Purchaser does not comply with its obligations pursuant to the preceding sentence, such thirty (30) day period shall run from the day after the date on which Purchaser complies with such obligations. After submission of the Final Closing Statement, Purchaser shall have no right to raise further adjustments in its favor and after submission of Parent's report of any proposed adjustments, Parent shall have no right to raise further adjustments in its favor. If Parent notifies Purchaser of its acceptance of the amounts set forth in the Final Closing Statement, or if Parent fails to deliver its report of any proposed adjustments within the period specified in the second preceding sentence, the amounts set forth in the Final Closing Statement shall be conclusive, final and binding on the parties as of the last day of such period. Purchaser and Parent shall use good faith efforts to resolve any dispute involving the amounts set forth in the Final Closing Statement. If Parent and Purchaser fail to agree on any amount set forth in the Final Closing Statement within fifteen (15) days after Purchaser receives Parent's report pursuant to this Section 2.8(c), then Parent and Purchaser shall retain the firm of Ernst & Young LLP (or its successor)(the "Referee") to make the final determination, under the terms of this Agreement, of any amounts under dispute. The Referee shall endeavor to resolve the dispute as promptly as practicable and the Referee's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. The costs and expenses of the Referee and its services rendered pursuant to this Section 2.8(c) shall be borne one-half by Purchaser and one-half by Parent.