Common use of Adjustment Procedure Clause in Contracts

Adjustment Procedure. (a) Buyer shall prepare a Closing Balance Sheet (“Closing Balance Sheet”) of the Business as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet.

Adjustment Procedure. (a) Buyer shall The Sellers’ Representative will prepare and will cause Txxx Xxxxxx, CPA, the Company’s certified public accountant, to review (as the Company’s expense), a Closing Balance Sheet balance sheet (“Closing Balance Sheet”) of the Business Company as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as and a calculation of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance SheetAdjustment Amount. Buyer shall Sellers will deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers Buyer within forty-five thirty (4530) days following clays after the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying Following the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Closing, Buyer shall provide Sellers with the Sellers’ Representative access to all (i) work papers the records and written procedures used to prepare employees of the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel Company to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review for the preparation of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation shall cooperate and cause the Company and the employees of the Closing Net Asset Value. By way of clarification and amplification Company to cooperate with respect to Buyer’s preparation of the Sellers’ Representative, the accounting firm reviewing the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed “Closing Balance Sheet Accounting Principles as was done by Sellers Firm”) in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding connection with respect to its preparation and review of the Closing Balance Sheet, which cooperation shall include executing and delivery to the Closing Balance Sheet Accounting Firm such management representation letters and engagement letters as may be requested by the Closing Balance Sheet Accounting Firm and taking all such reasonable actions necessary to permit completion of the review of the Closing Balance Sheet. If within ten (10) days following delivery of the Closing Balance Sheet, Buyer has not given Sellers’ Representative notice of its objection to Sellers’ Representative’s calculation of the Adjustment Amount (such notice must contain a statement of the basis of Buyer’s objection), then such Adjustment Amount will be deemed to be the final Adjustment Amount for all purposes hereunder. If Buyer gives such notice of objection, then, within three (3) business days of delivery of such notice of objection, the issues in dispute with respect to the calculation of the Adjustment Amount will be submitted to BDO Sxxxxxx, certified public accountants, or such other certified public accountants as Buyer and the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in Representative may agree (the Initial Balance Sheet“Accountants’’), (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereoffor resolution, and (Ci) each party will not contest or otherwise propose any change furnish to the reserves established in connection with any Asset Accountants such workpapers and valuation thereof in the Initial Balance Sheet except other documents and information relating to the extent disputed issues as the Accountants may request and are available to that party, and will be afforded the opportunity to present to the Accountants any further reserves as material relating to such Asset the determination and valuation thereof are clearly required to discuss the determination with the Accountants; (ii) the determination by application the Accountants of the Agreed Accounting Principles Adjustment Amount, as set forth in a result notice delivered to both parties by the Accountants within twenty (20) days of the passage of time or changes in conditionsdate such dispute is referred to the Accountants, facts or circumstances since will be binding and conclusive on the date parties; and (in) Buyer and Sellers will each bear 50% of the Initial Balance Sheetfees of the Accountants for such determination. The date on which the Adjustment Amount is finally determined in accordance with this Section 2.6(a) is hereinafter referred to as the “Determination Date.”

Adjustment Procedure. (a) Buyer shall will prepare or will cause PricewaterhouseCoopers ("PWC") to prepare a consolidated statement for working capital accounts (all current assets and current liabilities defined by GAAP, excluding debt or intercompany amounts) ("Closing Balance Sheet (“Closing Balance Sheet”Working Capital Statement") of the Business Company as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The Closing Balance Sheet Working Capital Statement will fairly present the current assets and current liabilities of the Company as at the Closing Date (excluding debt or intercompany amounts), and will reflect the application of accounting principles consistent with those applied by the Company prior to the Closing Date. Buyer will deliver the Closing Working Capital Statement to Seller within sixty days after the Closing Date and shall cause PWC to allow Seller access to all information and documents upon which the Closing Working Capital Statement is based. If within thirty days following delivery of the Closing Working Capital Statement, Seller has not given Buyer notice of its objection to the Closing Working Capital Statement (such notice must contain a statement of the basis of Seller's objection), then the amounts reflected in the Closing Working Capital Statement will be used in computing the Adjustment Amount. If Seller gives such notice of objection, then the issues in dispute will be submitted to Ernst & Young LLP, certified public accountants (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will not account for furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or reflect in its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any manner any assets that do not constitute Assets material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will account for be binding and reflect all Assumed Liabilities that are required to be accounted for or reflected conclusive on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers parties; and their independent auditors (iii) Buyer and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination Seller will each bear 50% of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review fees of the Closing Balance Sheet and Accountants for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheetdetermination.

Adjustment Procedure. (a) At least 2 business days prior to the Closing, Sellers shall deliver to Buyer shall prepare a Closing Balance Sheet (“Closing Balance Sheet”) certificate containing a good faith estimate of the Business SE of each Acquired Company as of the Closing Date applying (the Agreed Accounting Principles"Certificate"). Buyer shall then determine Sellers will prepare and will cause Coopers & Xxxxxxx L.L.P., Coopers & Xxxxxxx Australia, and Coopers & Xxxxxxx Italy (collectively "C&L") to audit the Net Asset Value separate financial statements of the Acquired Companies as of the Effective Time (Closing Date and for the “Closing Net Asset Value”) based upon period from the date of the Balance Sheet through the Closing Balance SheetDate ("Closing Financial Statements"), prepared in accordance with GAAP, including a footnote in the Xxxxxx US Closing Financial Statements of the computation of SE (for all of the Acquired Companies) as of the Closing Date, and consistent with SCHEDULE 1.5; PROVIDED that the Closing Financial Statements shall be prepared in accordance with SECTION 2.4. Buyer's auditors will be allowed to observe C&L's observation of Sellers' physical inventory, and C&L will keep Buyer's auditors reasonably informed as to matters relating to the audit. At Buyer's expense, Sellers or C&L will provide Buyer's auditors with such access to information as Buyer's auditors may reasonably need to be able to render an unqualified opinion to Buyer shall with respect to the Closing Financial Statements. Sellers will deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value Financial Statements to Sellers Buyer within forty-five (45) 60 days following after the Closing Date. The If within 60 days following delivery of the Closing Balance Sheet Financial Statements, Buyer has not given Sellers written notice of its objection to the Closing Financial Statements (such notice must contain a statement of the basis of Buyer's objection), or the objection is based upon a difference of US$250,000 or less between C&L and Buyer's auditors' calculations with respect to the SE reflected in the Closing Financial Statements, then the SE reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. Sellers shall cause C&L to cooperate fully with Buyer and its accountants to the extent required by Buyer and its accountants to review the Closing Financial Statements (including, without limitation, providing reasonable access upon and following the delivery of the Closing Financial Statements to Buyer to review the workpapers of C&L relating to its audit of the Closing Financial Statements). If Buyer gives a notice of objection, Buyer's and Sellers' accountants shall attempt in good faith to resolve their differences, and any resolution by them as to any disputed amount shall be final, binding and conclusive on Buyer and Sellers. If the parties' accountants are unable to resolve any such dispute within fifteen days of the date of Sellers' receipt of Buyer's notice of objection, then either party may submit the issues in dispute to one of the other "Big Six" certified public accounting firms (the "Accountants"), agreeable to both parties, for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will not account for furnish to the Accountants access to such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or reflect in its Related Persons (or its independent public accountants), and each party will be afforded the opportunity to present to the Accountants any manner any assets that do not constitute Assets material relating to the determination and to discuss the determination with the Accountants, (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared conclusive on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereofparties, and (Ciii) will not contest or otherwise propose any change to the reserves established Accountants shall award the party prevailing in connection with any Asset and valuation thereof such dispute its reasonable costs for such proceeding, taking into consideration the results of the proceeding. (The balance sheet included in the Initial Balance Sheet except Closing Financial Statements as adjusted, if necessary, to reflect the extent that any further reserves final Adjustment Amount, is sometimes referred to herein as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial "Closing Balance Sheet").

Adjustment Procedure. (a) Buyer shall Sellers will prepare or cause to be prepared, on a basis consistent with the customary method used in the preparation of the Company's month end financial statements, unaudited consolidated financial statements ("Closing Balance Sheet (“Closing Balance Sheet”Financial Statements") of the Business Company as of the Closing Date applying in accordance with GAAP applied on a consistent basis for the Agreed Accounting Principles. Buyer shall then determine period from January 1, 2002 through the Closing Date, including a computation of Net Asset Book Value as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The fees and expenses of Sellers (including the fees and expenses of Sellers' counsel, accountants, brokers, investment bankers, financial advisors, representatives and other agents), to the extent paid or to be paid by Company as permitted hereunder, shall be reflected either as a reduction in cash or as a liability in the Closing Balance Sheet Financial Statements, and no fees or expenses of Sellers shall be paid by the Company after the Closing that are not reflected as liabilities on the Closing Financial Statements. Sellers will deliver to Buyer within thirty days after the Closing Date (i) will not account consolidated financial statements for or reflect the most recently completed fiscal year ending December 31, 2002 in any manner any assets an SEC reporting format together with an unqualified audit opinion of the Sellers' accountants that do not constitute Assets the statements present fairly the financial condition and the results of operations, changes in stockholders' equity and cash flows of the Company for the period and have been prepared in accordance with GAAP applied on a consistent basis (the "2002 Audited Financial Statements"), and (ii) the Closing Financial Statements, which financial statements will account for fairly present and reflect all Assumed Liabilities that are required to be accounted the financial condition and the results of operations, changes in stockholders' equity, and cash flows of the Company for or reflected the period then ended and will have been prepared in accordance with GAAP applied on such Closing Balance Sheet applying the Agreed Accounting Principlesa consistent basis. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination If within thirty days following Buyer's receipt of the Closing Financial Statements, Buyer has not given Sellers notice of its objection to the Closing Financial Statements (such notice must contain a statement of the basis of Buyer's objection), then the Net Asset Book Value when received reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Buyer gives such notice of objection and Buyer shall provide and the Sellers cannot agree with access regard to all such objection within 14 days thereafter, then the issues in dispute will be submitted to nationally recognized certified public accountants mutually agreed upon by the parties (which have not been engaged by either party or their respective subsidiaries or affiliates for at least two years prior to the date of delivery to Buyer of the Closing Financial Statements) (the "Independent Accountants"), for resolution. If issues in dispute are submitted to the Independent Accountants for resolution, (i) within 15 business days after request, each party will furnish to the Independent Accountants such work papers and written procedures used other documents and information relating to prepare the Closing Balance Sheet disputed issues as the Independent Accountants may request and are available to that party (or its independent public accountants), and will be afforded the determination of Closing Net Asset Value opportunity to present to and discuss with the Independent Accountants any material relating to the dispute prior to the Independent Accountants' determination; (ii) books the determination by the Independent Accountants, as set forth in a notice delivered to Buyer and Records the Sellers by the Independent Accountants, will be binding and personnel to conclusive on parties in the extent necessary to enable Sellers absence of manifest error; and their independent auditors (iii) the fees and other Representatives to conduct a full review disbursements of the Closing Balance Sheet Independent Accountants shall be allocated between Buyer and for them to fully evaluate Sellers so that Buyer’s calculation 's share of such fees and disbursements shall be in the same proportion that the aggregate amount of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared Adjustment Amount based on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet.the

Adjustment Procedure. (a) Buyer Seller Shareholder shall prepare the Closing Financial Statement (as defined below) and shall cause Ernst & Young, LLP to undertake a Closing balance sheet audit (the "Balance Sheet (“Closing Balance Sheet”Audit") of with respect to the Retail Store Business and the Meat Processing Business as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine and compute the Net Asset Value Working Capital of Sellers as of the Effective Time (Closing Date with respect to the “Closing Net Asset Value”) based upon Retail Store Business and the Closing Balance Sheet. Meat Processing Business and the adjustment, if any, to the Purchase Price required by Section 1.4, and Ernst & Young LLP shall, and Seller Shareholder shall cause Ernst & Young, LLP to, deliver to Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers Parties, within forty-five (45) days following of the Closing Date, a detailed written statement with reasonable supporting documentation (the "Closing Financial Statement") reflecting the result of its audit. Buyers and Sellers shall have access to, and will have the opportunity to present to Ernst & Young, LLP any material relating to, the Closing Financial Statement, and to discuss the audit of the Closing Financial Statement with Ernst & Young, LLP. The Closing Balance Sheet parties agree that with respect to the audit contemplated by this Agreement and by Section 1.4(a) of the Share Purchase Agreement, (i) will the Seller Shareholder's cost shall not account for or reflect exceed, in the aggregate, Thirty Five Thousand Dollars ($35,000) and that any manner any assets that do not constitute Assets amount in excess of $35,000 shall be the obligation of Buyers, and (ii) will account the Seller Shareholder shall cause Ernst & Young LLP to limit the scope of such audit upon receiving a reasonable written request from Buyers setting forth the scope of such restrictions within five (5) days of Ernst & Young LLP commencing such audit. For the avoidance of doubt, other than (A) the adjustment of the Purchase Price to reflect changes in the Preliminary Net Working Capital pursuant to Section 1.4 and (B) claims for breaches of the representations and reflect all Assumed Liabilities warranties contained in this Agreement that are required require the Seller Parties to indemnify Buyers pursuant to Article X , the Balance Sheet Audit shall have no effect on any adjustment to the Purchase Price. If within thirty (30) days following delivery of the Closing Financial Statement Buyer Parties have not given Seller Shareholder notice of their objection to the Closing Financial Statement (which notice must contain a reasonable statement of the basis of the objection), then the Closing Financial Statement shall be deemed to be accounted the "Final Closing Financial Statement" and the Net Working Capital amount set forth therein shall be deemed to be the "Final Net Working Capital". If Buyer Parties give such notice of objection, then the issues in dispute will be submitted to one of the "Big Four" national accounting firms (other than Ernst & Young, LLP) mutually acceptable to Buyer Parties and Seller Parties (the "Accountants") for or reflected on resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors work papers and other Representatives shall documents and information relating to the 3 <PAGE> disputed issues as the Accountants may reasonably request and are available to that party (or its independent public accountants), 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) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer Parties will bear fifty percent (50%) and Seller Parties will bear fifty percent (50%) of the fees of the Accountants for such determination. If Buyer Parties have the right to review and verify given a notice of objection in accordance with this Section 1.5(a), the Closing Balance Sheet Financial Statement, as modified by resolution of any such disputes with respect thereto by the Accountants, shall be the "Final Closing Financial Statement" and the Net Working Capital amount set forth therein shall be the "Final Net Working Capital". (b) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Final Net Asset Value when received Working Capital is greater than the Preliminary Net Working Capital, Buyers will pay such difference to Sellers in immediately available funds and Buyer the Escrow Agent shall, and Buyers shall provide cause the Escrow Agent to, deliver to Sellers One Million Dollars ($1,000,000) from the Escrow Payment in accordance with access the Escrow Agreement. (c) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Final Net Working Capital is less than the Preliminary Net Working Capital (such difference, the "Difference") and such Difference is less than or equal to all One Million Dollars (i$1,000,000), Sellers shall direct the Escrow Agent to deliver to Buyers, from the Escrow Payment, the Difference, and Buyers shall direct the Escrow Agent to deliver to Sellers, from the Escrow Payment, One Million Dollars ($1,000,000) work papers less the Difference in accordance with the Escrow Agreement. (d) On the fifth (5th) business day following the final determination of the Final Closing Financial Statement, if the Difference is greater than One Million Dollars ($1,000,000), Sellers shall direct the Escrow Agent to deliver to Buyers, from the Escrow Payment, One Million Dollars ($1,000,000) and written procedures used Seller Parties shall pay to prepare Buyers, in immediately available funds, the Closing Difference less One Million Dollars ($1,000,000) in accordance with the Escrow Agreement. (e) Unless otherwise specifically provided for herein or in the Share Purchase Agreement, any item which is contained within the Final Net Working Capital or the Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review Audit or that has been reviewed as part of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of adjustment process in arriving at the Closing Final Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will Working Capital shall not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles serve as a result basis for an indemnification claim for a breach of the passage of time a representation, warranty, covenant or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet.agreement under this Agreement. 1.6

Adjustment Procedure. (a) Buyer shall Sellers' Representative will prepare a Closing Balance Sheet the consolidated balance sheet (“"Closing Balance Sheet”") of the Business Company as of 11:59 p.m. local time on the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value Date, including a computation of consolidated stockholders' equity as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following 11:59 p.m. local time on the Closing Date. The Closing Balance Sheet Sheet, including the computation of consolidated stockholders' equity of the Acquired Companies as of the Closing, shall reflect the exercise of the Warrant and of all Options exercised at or before the Closing (including any exercise of the Warrant or Options that is contingent upon the Closing) and shall also reflect all other transactions relating to the Acquired Companies that occur on the Closing Date, except that (i) will any transaction relating to the Acquired Companies that Buyer causes to occur on the Closing Date after the actual signing of the Closing documents shall be deemed to occur after the Closing on the Closing Date and shall not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer (ii) no adjustment shall provide Sellers with access be made to all (i) work papers and written procedures used to prepare the Closing Balance Sheet by reason of the sale of the Tendered Shares by Sellers to Buyer or a reduction in liabilities by reason of the payoff of the Closing Debt. Subject to Section 2.5, the Closing Balance Sheet (including the computation of consolidated stockholders' equity of the Acquired Companies as of the Closing) shall be prepared in accordance with GAAP consistent with the principles, practices and procedures used in preparation of the determination of Balance Sheet. Sellers' Representative will deliver the Closing Net Asset Value Balance Sheet to Buyer within sixty (60) days after the Closing Date. Buyer, the Acquired Companies and (ii) their officers and employees shall provide Sellers, their officers and employees with access to the books and Records records of each Acquired Company, and personnel to will cooperate and assist in the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review preparation of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset ValueSheet. By way of clarification and amplification with respect to Buyer’s preparation If within thirty (30) days following delivery of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet"Review Period"), special mention is made of, and Buyer (A) understands and accepts as binding with respect has not given Sellers' Representative notice of its objection to its preparation of the Closing Balance Sheet (such notice must contain a statement of the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts basis of Buyer's objection), then the consolidated stockholders' equity reflected in the Initial Closing Balance Sheet will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the issues in dispute will be submitted to the Accountants (as hereinafter defined) for resolution in accordance with the terms of this Agreement. The Memphis, Tennessee office of Ernst & Young, certified public accountants, shall serve as the "Accountants", provided, that at such time, Ernst & Young has no actual or perceived conflict of interest; and provided, further, that if Ernst & Young is unable to serve as the Accountants, then the Accountants shall be another independent certified public accounting firm of recognized regional or national standing mutually agreeable to Buyer and Sellers' Representative. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), 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) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination, provided that Sellers' portion of such fees shall be paid first by deducting such amount from the Adjustment Amount and, if Sellers' portion has not been fully satisfied, second by each Seller paying its Pro Rata Share of such fees. The consolidated stockholders' equity reflected in the Closing Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change as revised to give effect to the reserves established Accountants' resolution of any disputed issues submitted to it, will be used in connection with any Asset and valuation thereof in computing the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheetfinal Adjustment Amount.

Adjustment Procedure. (a) As promptly as possible after the Closing Date, but in no event more than sixty (60) days after the Closing Date, Buyer Parent shall prepare deliver to Target a Closing Balance Sheet (“Closing Balance Sheet”) proposed closing balance sheet of the Business Target prepared as of the Closing Date applying in accordance with GAAP and on a basis consistent with the Agreed Accounting Principles. Buyer accounting policies, practices, procedures and principles used in preparing the Balance Sheets (as such term is defined in Section 2.4), which proposed balance sheet shall then determine the Net Asset Value as include reasonably detailed documentation of the Effective Time components of the Adjustment Amount set forth in Section 1.5(a)(ii) (the “Closing Net Asset Value”) based upon the Proposed Closing Balance Sheet”). Target shall deliver to Buyer Parent within thirty (30) days after receiving the Proposed Closing Balance Sheet a detailed statement describing all of its objections (if any) thereto, including any objection to the calculation of the components of the Adjustment Amount and a reasonably detailed description of the basis therefor. Failure of Target to so object within such thirty (30) day period to the Proposed Closing Balance Sheet shall constitute acceptance thereof, whereupon such Proposed Closing Balance Sheet shall be deemed to be the“Final Closing Balance Sheet.” All items on the Final Closing Balance Sheet, including the components of the Adjustment Amount, shall be determined and computed in accordance with GAAP and on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Balance Sheets, except to the extent contemplated in the definition of Net Working Capital. Buyer Parent and Target shall deliver use reasonable commercial efforts to resolve any such objections, but if they do not reach a final resolution within thirty (30) days after Buyer Parent has received the statement of objections, Buyer Parent and Target shall select a nationally-recognized independent accounting firm, other than an accounting firm that regularly performs services for Buyer Parent, Target or any of their respective Affiliates, mutually acceptable to them (the “Neutral Auditors”) to resolve any remaining objections. If Buyer Parent and Target are unable to agree on the choice of Neutral Auditors, they shall select as Neutral Auditors a nationally-recognized accounting firm by lot (after excluding any accounting firm that regularly performs services for Buyer Parent, Target and their Affiliates). The Neutral Auditors shall determine, within sixty (60) days after their appointment whether the objections (on an objection by objection basis) raised by Target are valid. The Proposed Closing Balance Sheet and its determination documentation of the Closing Net Asset Value to Sellers within forty-five (45) days following Adjustment Amount contained therein that is the Closing Date. The Closing Balance Sheet (i) will not account for or reflect subject of such objections by Target shall be adjusted in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying accordance with the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives Neutral Auditors’ determination and, as so adjusted, shall have become the right to review and verify the Final Closing Balance Sheet and determination documentation of the Closing Net Asset Value when received Adjustment Amount. Such determination by the Neutral Auditors shall be conclusive and binding upon Buyer Parent and Target. Buyer Parent and Target shall provide Sellers with access to all (i) work papers share equally the fees and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review expenses of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance SheetNeutral Auditors.

Adjustment Procedure. (a) Buyer shall The Stockholder Representative will prepare a and will cause the Company's certified public accountants to review consolidated financial statements ("Closing Balance Sheet (“Closing Balance Sheet”Financial Statements") of the Business Company as of the Closing Date applying and for the Agreed Accounting Principles. Buyer shall then determine period from the date of the Interim Balance Sheet (as defined in Section 3.6 below) through the Closing Date, including a computation of the Company's cash and cash equivalents (the "Final Cash Amount"), Net Asset Value Working Capital, Assumed Debt and Benefit Expense Proration as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The Stockholder Representative will deliver the Closing Balance Sheet Financial Statements (together with detail and working papers reasonably required for Buyer's review including tax accruals for the short tax period ending at the Closing) to the Buyer within sixty days after the Closing Date. If, within thirty days following delivery of the Closing Financial Statements, the Buyer has not given the Stockholder Representative notice of its objection to the Closing Financial Statements (such notice must contain a detailed statement of the basis of the Buyer's objection), then the Company's Final Cash Amount and Net Working Capital and Assumed Debt and Benefit Expense Proration reflected in the Closing Financial Statements will be used in computing the amount to be paid by Buyer for the Company's cash and cash equivalents and the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration amount. If the Buyer gives such notice of objection, then the issues in dispute will be submitted to such nationally recognized accounting firm (other than Artxxx Xxdxxxxx) xs the Parties may designate (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) the Buyer and the Stockholder Representative each will not account for furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to the Stockholder Representative and the Buyer or reflect in its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any manner any assets that do not constitute Assets materials relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to the Stockholder Representative and the Buyer by the Accountants, will account for be made within sixty days of submission and reflect all Assumed Liabilities that are required to will be accounted for or reflected binding and conclusive on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers Buyer and their independent auditors the Company Stockholders; and other Representatives shall have (iii) the right to review Buyer and verify the Closing Balance Sheet and determination Company Stockholders will each bear one-half of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review fees of the Closing Balance Sheet and Accountants for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheetdetermination.

Adjustment Procedure. (a) Buyer Seller Shareholder shall prepare the Closing Financial Statement (as defined below) and shall cause Ernst & Young, LLP to undertake a Closing balance sheet audit (the "Balance Sheet (“Closing Balance Sheet”Audit") of with respect to the Retail Store Business and the Meat Processing Business as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine and compute the Net Asset Value Working Capital of Sellers as of the Effective Time (Closing Date with respect to the “Closing Net Asset Value”) based upon Retail Store Business and the Closing Balance Sheet. Meat Processing Business and the adjustment, if any, to the Purchase Price required by Section 1.4, and Ernst & Young LLP shall, and Seller Shareholder shall cause Ernst & Young, LLP to, deliver to Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers Parties, within forty-five (45) days following of the Closing Date, a detailed written statement with reasonable supporting documentation (the "Closing Financial Statement") reflecting the result of its audit. Buyers and Sellers shall have access to, and will have the opportunity to present to Ernst & Young, LLP any material relating to, the Closing Financial Statement, and to discuss the audit of the Closing Financial Statement with Ernst & Young, LLP. The Closing Balance Sheet parties agree that with respect to the audit contemplated by this Agreement and by Section 1.4(a) of the Share Purchase Agreement, (i) will the Seller Shareholder's cost shall not account for or reflect exceed, in the aggregate, Thirty Five Thousand Dollars ($35,000) and that any manner any assets that do not constitute Assets amount in excess of $35,000 shall be the obligation of Buyers, and (ii) will account the Seller Shareholder shall cause Ernst & Young LLP to limit the scope of such audit upon receiving a reasonable written request from Buyers setting forth the scope of such restrictions within five (5) days of Ernst & Young LLP commencing such audit. For the avoidance of doubt, other than (A) the adjustment of the Purchase Price to reflect changes in the Preliminary Net Working Capital pursuant to Section 1.4 and (B) claims for breaches of the representations and reflect all Assumed Liabilities warranties contained in this Agreement that are required require the Seller Parties to be accounted for or reflected on such Closing indemnify Buyers pursuant to Article X , the Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives Audit shall have no effect on any adjustment to the right to review and verify the Closing Balance Sheet and determination Purchase Price. If within thirty (30) days following delivery of the Closing Financial Statement Buyer Parties have not given Seller Shareholder notice of their objection to the Closing Financial Statement (which notice must contain a reasonable statement of the basis of the objection), then the Closing Financial Statement shall be deemed to be the "Final Closing Financial Statement" and the Net Asset Value when received Working Capital amount set forth therein shall be deemed to be the "Final Net Working Capital". If Buyer Parties give such notice of objection, then the issues in dispute will be submitted to one of the "Big Four" national accounting firms (other than Ernst & Young, LLP) mutually acceptable to Buyer Parties and Buyer shall provide Sellers with access Seller Parties (the "Accountants") for resolution. If issues in dispute are submitted to all the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and written procedures used other documents and information relating to prepare the Closing Balance Sheet disputed issues as the Accountants may reasonably request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination of Closing Net Asset Value and to discuss the determination with the Accountants; (ii) books the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and Records conclusive on the parties; and personnel to the extent necessary to enable Sellers (iii) Buyer Parties will bear fifty percent (50%) and their independent auditors and other Representatives to conduct a full review Seller Parties will bear fifty percent (50%) of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation fees of the Accountants for such determination. If Buyer Parties have given a notice of objection in accordance with this Section 1.5(a), the Closing Net Asset Value. By way Financial Statement, as modified by resolution of clarification and amplification any such disputes with respect to Buyer’s preparation of thereto by the Accountants, shall be the "Final Closing Balance Sheet (Financial Statement" and to ensure that it is prepared on the same basis and applying Net Working Capital amount set forth therein shall be the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet"Final Net Working Capital".

Adjustment Procedure. (a) Buyer shall The Sellers’ Representative will prepare and will cause Xxxx Xxxxxx, CPA, the Company’s certified public accountant, to review (as the Company’s expense), a Closing Balance Sheet balance sheet (“Closing Balance Sheet”) of the Business Company as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as and a calculation of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance SheetAdjustment Amount. Buyer shall Sellers will deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers Buyer within forty-five thirty (4530) days following clays after the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying Following the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Closing, Buyer shall provide Sellers with the Sellers’ Representative access to all (i) work papers the records and written procedures used to prepare employees of the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel Company to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review for the preparation of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation shall cooperate and cause the Company and the employees of the Closing Net Asset Value. By way of clarification and amplification Company to cooperate with respect to Buyer’s preparation of the Sellers’ Representative, the accounting firm reviewing the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed “Closing Balance Sheet Accounting Principles as was done by Sellers Firm”) in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding connection with respect to its preparation and review of the Closing Balance Sheet, which cooperation shall include executing and delivery to the Closing Balance Sheet Accounting Firm such management representation letters and engagement letters as may be requested by the Closing Balance Sheet Accounting Firm and taking all such reasonable actions necessary to permit completion of the review of the Closing Balance Sheet. If within ten (10) days following delivery of the Closing Balance Sheet, Buyer has not given Sellers’ Representative notice of its objection to Sellers’ Representative’s calculation of the Adjustment Amount (such notice must contain a statement of the basis of Buyer’s objection), then such Adjustment Amount will be deemed to be the final Adjustment Amount for all purposes hereunder. If Buyer gives such notice of objection, then, within three (3) business days of delivery of such notice of objection, the issues in dispute with respect to the calculation of the Adjustment Amount will be submitted to BDO Xxxxxxx, certified public accountants, or such other certified public accountants as Buyer and the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in Representative may agree (the Initial Balance Sheet“Accountants’’), (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereoffor resolution, and (Ci) each party will not contest or otherwise propose any change furnish to the reserves established in connection with any Asset Accountants such workpapers and valuation thereof in the Initial Balance Sheet except other documents and information relating to the extent disputed issues as the Accountants may request and are available to that party, and will be afforded the opportunity to present to the Accountants any further reserves as material relating to such Asset the determination and valuation thereof are clearly required to discuss the determination with the Accountants; (ii) the determination by application the Accountants of the Agreed Accounting Principles Adjustment Amount, as set forth in a result notice delivered to both parties by the Accountants within twenty (20) days of the passage of time or changes in conditionsdate such dispute is referred to the Accountants, facts or circumstances since will be binding and conclusive on the date parties; and (in) Buyer and Sellers will each bear 50% of the Initial Balance Sheetfees of the Accountants for such determination. The date on which the Adjustment Amount is finally determined in accordance with this Section 2.6(a) is hereinafter referred to as the “DeterminationDate.”

Adjustment Procedure. (a) The “Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Reference Working Capital from the Working Capital and multiplying that remainder by a fraction, the numerator of which is the Gross Consideration minus the Contribution Value, and the denominator of which is the Gross Consideration. For purposes of computing the Adjustment Amount, the “Reference Working Capital” shall be $1,728,622. (b) Buyer shall prepare a Closing Balance Sheet financial statements (the “Closing Balance SheetFinancial Statements”) of the Business as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value Acquired Assets and Assumed Liabilities as of the Effective Time (using the “Closing Net Asset Value”) same methodology as Seller’s past practices. Buyer shall then, using the same methodology as was used to calculate the Estimated Working Capital, determine the Working Capital based upon the Closing Balance SheetFinancial Statements. Buyer shall deliver the Closing Balance Sheet Financial Statements and its determination of Working Capital and the Closing Net Asset Value Adjustment Amount to Sellers Seller within forty-five (45) 90 days following the Closing Date. (c) If within 30 days following delivery to Seller of the Closing Financial Statements and, based thereon, Buyer’s determination of Working Capital and the Adjustment Amount Seller has not given Buyer written notice of Seller’s objection to Buyer’s determination of Working Capital and the Adjustment Amount (which notice shall state the basis of Seller’s objection in reasonable detail) (an “Objection Notice”), then Working Capital and the Adjustment Amount as so determined by Buyer shall be binding and conclusive on the Parties. (d) If Seller duly gives Buyer such notice of objection, and if Seller and Buyer fail to agree on the Adjustment Amount within 30 days of Buyer’s receipt of the objection notice from Seller, either Seller or Buyer may at any time thereafter elect, by written notice to the other Party, to have the Adjustment Amount determined by the Independent Accountants. Upon delivery of such written notice, each of Seller and Buyer shall promptly (and, in any case, no later than 10 days thereafter) deliver to the Independent Accountants and to the other Party its proposed Closing Financial Statements and, based thereon, its determination of Working Capital and the Adjustment Amount. The Closing Balance Sheet Independent Accountants will act as an arbitrator to determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues still in dispute with respect to the Objection Notice; provided that in its determination of any disputed item the Independent Accountants may not assign a value to such item that is greater than the greatest value for such item claimed by Buyer or Seller or less than the lowest value for such item claimed by Buyer or Seller. Buyer and Seller will instruct the Independent Accountants to render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accountants as to each item in dispute and the resulting Working Capital and Adjustment Amount. Buyer and Seller will each use their commercially reasonable efforts to cause the Independent Accountants to render its determination within 30 days after referral of the items to such firm or as soon thereafter as reasonably practicable. In resolving such dispute, the Independent Accountants will apply the provisions of this Agreement concerning determination of the amounts set forth in the Objection Notice and the decision of the Independent Accountants will be solely based on (A) whether such disputed item was prepared in accordance with the guidelines set forth in this Agreement concerning determination of the amounts set forth in the Objection Notice and (B) whether the item objected to contains a mathematical or clerical error. There will be no ex parte communication between any of Buyer or Seller or their respective Representatives, on the one hand, and the Independent Accountants, on the other hand. The Independent Accountants’ determination of the Working Capital and Adjustment Amount as set forth in its report will, absent fraud or manifest error, be final, conclusive and binding on the Parties for purposes of this Agreement. The Independent Accountants will determine the allocation of its fees and expenses to the respective Parties based on the inverse of the percentage that the Independent Accountants’ resolution of the disputed items (before such allocation) bears to the total amount of the disputed items as originally submitted to the Independent Accountants. (For example, if the total amount of the disputed items as originally submitted to the Independent Accountants equals $1,000 and the Independent Accountants awards $600 in favor of Seller’s position, sixty percent (60%) of the fees and expenses of the Independent Accountants would be borne by Buyer and forty percent (40%) of the fees and expenses of the Independent Accountants would be borne by Seller). (e) If the Adjustment Amount as finally determined is: (i) will not less than the Estimated Adjustment Amount, then, within three Business Days after such determination, Seller shall pay or cause to be paid such deficiency to Buyer by wire transfer of immediately available funds to such bank account for of Buyer as Buyer shall specify to Seller in writing; or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required greater than the Estimated Adjustment Amount, then Buyer shall, within three Business Days after such determination, pay to be accounted for or reflected on as directed by Seller the amount of such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination excess by wire transfer of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining immediately available funds to such bank account or accounts as Seller shall specify to Buyer in writing. The Cash Purchase Price as adjusted by the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of Adjustment Amount is referred to herein as the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheet“Adjusted Cash Purchase Price.” 2.9

Adjustment Procedure. (a) Seller will prepare and shall cause Xxxxxx, Xxxxxx & Associates ("W&M"), Seller's independent certified public accountants, to audit the balance sheet of Seller at June 30, 1998 (the "EFFECTIVE DATE BALANCE SHEET"), prepared in accordance with GAAP, and to compute the Acquired Net Assets. Buyer's independent certified public accountants, Deloitte & Touche LLP ("D&T") and representatives of Buyer shall prepare a Closing Balance Sheet (“Closing Balance Sheet”) review the audit conducted by W&M. Seller and Shareholder will arrange for D&T's and Buyer's representatives to have full access to the W&M audit workpapers and files. The depreciated value of various tangible personal property purchased by Seller and currently used in the Acquired Business as which were not reflected properly on the books of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as of Seller prior to the Effective Time (including, without limitation, certain angle iron cutting equipment at each branch location) shall be included in the “Closing calculation of the Acquired Net Asset Value”) based upon Assets (consistent with the Closing requirements of GAAP). In conducting the audit of the Effective Date Balance Sheet. Buyer shall deliver , if W&M determines that the Closing Balance Sheet and its determination depreciated value of the Closing Net Asset Value fixed assets stated on the balance sheet of Seller prior to Sellers within forty-five (45) days following the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives Effective Time is overstated, then Seller shall have the right to review the depreciated value of certain fixed assets purchased more than five years ago and verify still used in the Closing Balance Sheet Acquired Business but not reflected on Seller's financial statements and determination of to add their depreciated value to the Closing Net Asset Value when received and Buyer net fixed asset account (consistent with GAAP) to make up for any such additional depreciation allowance deemed required by W&M. Seller shall provide Sellers with access to all (i) work papers and written procedures used to prepare deliver the Closing Effective Date Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review computation of the Closing Acquired Net Assets to Buyer at the Closing. If, within thirty (30) days following delivery to Buyer of the Effective Date Balance Sheet and for them to fully evaluate Buyer’s calculation the computation of the Closing Acquired Net Asset Value. By way Assets, Buyer has not given Seller notice of clarification and amplification with respect Buyer's objection to Buyer’s preparation the Effective Date Balance Sheet or the computation of the Closing Acquired Net Assets (such notice, if given, must contain a statement of the basis of Buyer's objection), then the Effective Date Balance Sheet and the computation of the Acquired Net Assets, shall be deemed to have been finally determined for purposes of this Agreement, and the Acquired Net Assets as so determined will be used in computing the Adjustment Amount. If Buyer gives such notice of an objection, then the matters as to which Buyer has objected will be submitted to D&T and W&M (the "ACCOUNTANTS") for resolution, and the Accountants shall attempt to resolve such matters and determine the Acquired Net Assets. If the Accountants are unable to agree as to the resolution of such matters and determine the Acquired Net Assets within thirty (30) days after such matters are submitted to the Accountants, the Accountants shall select another "Big Five" accounting firm (New York City or Dallas office) (the "OTHER ACCOUNTANTS") which will resolve such matters and determine the Acquired Net Assets. Each party will furnish to the Accountants (and, if applicable, the Other Accountants) such workpapers and other documents and information relating to the disputed matters as the Accountants or the Other Accountants may request and are available to that party (or its independent public accountants), and each party will be afforded the opportunity to present to the Accountants and the Other Accountants any material relating to such disputed issues and to ensure that it is prepared discuss such issues with the Accountants and the Other Accountants. The resolution of such issues under this Section 2.3(a) by the Accountants or Other Accountants, as the case may be, as set forth in a notice delivered to both parties by the Accountants or Other Accountants shall be deemed to be a final determination thereof for purposes of this Agreement, shall be binding and conclusive on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made ofparties, and the Acquired Net Assets, as finally determined by the Accountants or Other Accountants, will be used in computing the Adjustment Amount. Buyer (A) understands and accepts as binding with respect to its preparation Seller shall each bear one-half of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application fees of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established Other Accountants in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application resolution or attempted resolution of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheetdisputed matters.

Adjustment Procedure. (a) Buyer shall The Shareholder Representative will prepare a and will cause the Company's certified public accountants to review consolidated financial statements ("Closing Balance Sheet (“Closing Balance Sheet”Financial Statements") of the Business Company as of the Closing Date applying and for the Agreed Accounting Principles. Buyer shall then determine period from the date of the Interim Balance Sheet (as defined in Section 3.6 below) through the Closing Date, including a computation of the Company's cash and cash equivalents (the "Final Cash Amount"), Net Asset Value Working Capital, Assumed Debt and Benefit Expense Proration as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The Shareholder Representative will deliver the Closing Balance Sheet Financial Statements (together with detail and working papers reasonably required for Buyer's review including tax accruals for the short tax period ending at the Closing) to the Buyer within sixty days after the Closing Date. If, within thirty days following delivery of the Closing Financial Statements, the Buyer has not given the Shareholder Representative notice of its objection to the Closing Financial Statements (such notice must contain a detailed statement of the basis of the Buyer's objection), then the Company's Final Cash Amount and Net Working Capital and Assumed Debt and Benefit Expense Proration reflected in the Closing Financial Statements will be used in computing the amount to be paid by Buyer for the Company's cash and cash equivalents and the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration amount. If the Buyer gives such notice of objection, then the issues in dispute will be submitted to such nationally recognized accounting firm (other than Artxxx Xxdxxxxx) xs the Parties may designate (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) the Buyer and the Shareholder Representative each will not account for furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to the Shareholder Representative and the Buyer or reflect in its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any manner any assets that do not constitute Assets materials relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to the Shareholder Representative and the Buyer by the Accountants, will account for be made within sixty days of submission and reflect all Assumed Liabilities that are required to will be accounted for or reflected binding and conclusive on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers Buyer and their independent auditors the Company Shareholders; and other Representatives shall have (iii) the right to review Buyer and verify the Closing Balance Sheet and determination Company Shareholders will each bear one-half of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review fees of the Closing Balance Sheet and Accountants for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance Sheetdetermination.

Adjustment Procedure. Promptly following the first anniversary of the Closing Date, but in no event later than 90 (ninety) Business Days following such anniversary, Purchaser shall (a) Buyer shall prepare a Closing Balance Sheet calculate the Proposed Final EBIT in accordance with Italian GAAP, on the basis of Exhibit 2.04, consistently applied with the practices used in the preparation Historical EBIT, (“Closing Balance Sheet”b) submit to Sellers, the Proposed Final EBIT and (c) allow access to such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT, including, without limitation, the financial statements and the management accounts of the Business Company as well as the respective audit reports as Sellers shall reasonably request. In the event Sellers dispute the correctness of the Closing Date applying Proposed Final EBIT, Sellers shall notify Purchaser of their objections within 20 (twenty) Business Days after receipt of Purchaser's calculation of the Agreed Accounting PrinciplesProposed Final EBIT and shall set forth in writing and in reasonable detail, the reasons for Sellers' Objection. Buyer If Sellers fail to deliver such notice of Sellers' Objection within such time, Sellers shall be deemed to have accepted the Proposed Final EBIT, which shall then be binding for the Parties and shall constitute the final and binding Final EBIT for purpose of determining whether the Earn Out Amount shall be due. Sellers and Purchaser shall endeavor in good faith to resolve Sellers' Objection within 15 (fifteen) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection. If they are unable to do so, each of the Parties shall be entitled to retain the Expert as expert arbitrator to independently determine the Net Asset Value as Final EBIT, in accordance with this Section and Exhibit 2.04 by notifying the other Party of such retention and by providing to the Expert such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT. The Expert shall within 20 (twenty) Business Days of receipt of the Effective Time (notice of its appointment or such other period as the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall Expert reasonably determines deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value Final EBIT to Sellers within fortythe Parties for purposes of determination of whether the Earn-five (45) days following the Closing DateOut Amount is due. The Closing Balance Sheet Expert shall determine the procedure in accordance with the principles of due process of law. In the event that the Proposed Final EBIT was less than the EBIT Threshold and the Expert determines that the Final EBIT is more than the EBIT Threshold, the costs and expenses of the Expert shall be borne by the Purchaser. In the event that either (i) will not account for the Proposed Final EBIT was greater than the EBIT Threshold or reflect in any manner any assets that do not constitute Assets and (ii) will account for the Proposed Final EBIT was less than the EBIT Threshold and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers Final EBIT as determined by the Expert is less than the EBIT Threshold, the costs and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination expenses of the Closing Net Asset Value when received and Buyer Expert shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done be borne by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation . Should neither Party retain the Expert within 30 (thirty) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection, the Proposed Final EBIT shall be the binding and reserve matters pertaining to such accounts in Final EBIT for purposes of determining whether the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance SheetEarn-Out Amount is due.

Adjustment Procedure. (a) Buyer shall The Sellers’ Representative will prepare and will cause Txxx Xxxxxx, CPA, the Company’s certified public accountant, to review (as the Company’s expense), a Closing Balance Sheet balance sheet (“Closing Balance Sheet”) of the Business Company as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as and a calculation of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance SheetAdjustment Amount. Buyer shall Sellers will deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers Buyer within forty-five thirty (4530) days following clays after the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying Following the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Closing, Buyer shall provide Sellers with the Sellers’ Representative access to all (i) work papers the records and written procedures used to prepare employees of the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel Company to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review for the preparation of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation shall cooperate and cause the Company and the employees of the Closing Net Asset Value. By way of clarification and amplification Company to cooperate with respect to Buyer’s preparation of the Sellers’ Representative, the accounting firm reviewing the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed “Closing Balance Sheet Accounting Principles as was done by Sellers Firm”) in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding connection with respect to its preparation and review of the Closing Balance Sheet, which cooperation shall include executing and delivery to the Closing Balance Sheet Accounting Firm such management representation letters and engagement letters as may be requested by the Closing Balance Sheet Accounting Firm and taking all such reasonable actions necessary to permit completion of the review of the Closing Balance Sheet. If within ten (10) days following delivery of the Closing Balance Sheet, Buyer has not given Sellers’ Representative notice of its objection to Sellers’ Representative’s calculation of the Adjustment Amount (such notice must contain a statement of the basis of Buyer’s objection), then such Adjustment Amount will be deemed to be the final Adjustment Amount for all purposes hereunder. If Buyer gives such notice of objection, then, within three (3) business days of delivery of such notice of objection, the issues in dispute with respect to the calculation of the Adjustment Amount will be submitted to BDO Sxxxxxx, certified public accountants, or such other certified public accountants as Buyer and the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in Representative may agree (the Initial Balance Sheet“Accountants’’), (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereoffor resolution, and (Ci) each party will not contest or otherwise propose any change furnish to the reserves established in connection with any Asset Accountants such workpapers and valuation thereof in the Initial Balance Sheet except other documents and information relating to the extent disputed issues as the Accountants may request and are available to that party, and will be afforded the opportunity to present to the Accountants any further reserves as material relating to such Asset the determination and valuation thereof are clearly required to discuss the determination with the Accountants; (ii) the determination by application the Accountants of the Agreed Accounting Principles Adjustment Amount, as set forth in a result notice delivered to both parties by the Accountants within twenty (20) days of the passage of time or changes in conditionsdate such dispute is referred to the Accountants, facts or circumstances since will be binding and conclusive on the date parties; and (in) Buyer and Sellers will each bear 50% of the Initial Balance Sheetfees of the Accountants for such determination. The date on which the Adjustment Amount is finally determined in accordance with this Section 2.6(a) is hereinafter referred to as the “DeterminationDate.”

Adjustment Procedure. (a) Buyer shall prepare a Closing and Seller agree that the working capital attributed to the Acquired Companies and the KES Business as of the date of the Balance Sheet (the “Initial Working Capital”) was $7,618,000. This number was calculated based on the Balance Sheet by subtracting the current liabilities (consisting of any accounts and notes payable, accrued expenses, and provisions for Taxes, other than Taxes incurred as a result of the Election) of the Acquired Companies and the KES Business shown on the Balance Sheet from current assets (consisting of any accounts receivable, inventory and prepaid expenses) of the Acquired Companies and the KES Business shown on the Balance Sheet and calculated in accordance with Section 2.3 of Seller’s Disclosure Schedule. Buyer will cause the Company to prepare a consolidated balance sheet (the “Closing Balance Sheet”) of the Business Acquired Companies as of the Closing Date. Buyer will prepare the Closing Balance Sheet in accordance with GAAP, using the same principles used in preparing the Balance Sheet, but only to the extent such principles are in accordance with GAAP, and reflect compensated absences that are fully accrued as of Close. Buyer will then determine working capital as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as of the Effective Time (the “Closing Net Asset ValueWorking Capital”) based upon on the Closing Balance SheetSheet and using the same methodology as was used to calculate the Initial Working Capital, but including cash at Closing. Buyer shall will deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value Working Capital calculation to Sellers Seller within forty-five (45) 60 days following after the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review If within 30 days following delivery of the Closing Balance Sheet and for them Closing Working Capital calculation, Seller does not deliver to fully evaluate Buyer’s calculation Buyer notice of the Closing Net Asset Value. By way of clarification and amplification with respect any objection to Buyer’s preparation of the Closing Balance Sheet or the Closing Working Capital calculation (which notice must contain a reasonably detailed statement of the basis of their objection), then the Closing Working Capital calculated by Buyer will be conclusive and to ensure that it is prepared binding on the same basis parties and applying will be used in computing the Agreed Accounting Principles as was done by Sellers in preparing Adjustment Amount. Notwithstanding the Initial foregoing, for the purpose of calculating the Closing Working Capital, the Accounts Receivable are net of the proper reserves, and Inventories do not include Excess and Obsolete Inventories. For purposes of allowing the review contemplated hereunder, Seller shall have access to all financial records of the Acquired Companies and the KES Business, reasonably necessary to evaluate and verify the Closing Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect . The parties will act in good faith to its preparation of resolve among themselves any objections to the Closing Balance Sheet or Closing Working Capital calculation. If they are unable to do so within 30 days of Buyer’s receipt of the Sellersnotice of objection, then the issues in dispute will be submitted to a mutually acceptable Big Four firm of certified public accountants (the “Accountants”), for resolution applying the principles, policies and practices referred to in Section 2.3(b). Each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss the issues with the Accountants. The resolution of the issues in dispute by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be conclusive and binding on the parties. Buyer and Seller will each bear 50% of the Accountants’ judgments as fees and expenses for such resolution. Buyer will recalculate the Closing Working Capital based on the resolution of the issues in dispute, and such recalculated Closing Working Capital will be used in calculating the Adjustment Amount. The “Adjustment Amount” (which may be a positive or negative number) will be equal to valuation and reserve matters pertaining to such accounts in the Closing Working Capital minus the Initial Balance SheetWorking Capital. On the tenth business day following (i) the expiration of Seller’s objection period in Section 2.3(b), if Seller makes no objection, (Bii) accepts Buyer’s and agrees with Sellers’ application Seller’s resolution of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and all objections pursuant to Section 2.3(c) or (Ciii) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance SheetAccountants’ notice pursuant to Section 2.3(c) (as the case may be), if the Adjustment Amount is positive Buyer will pay that amount to Seller, and if the Adjustment Amount is negative Seller will pay the absolute value of that amount to Buyer. All payments will be made together with interest at 6% per annum, compounded daily beginning on the Closing Date and ending on the date of payment. At Buyer’s discretion, the Adjustment Amount will be paid by (i) wire transfer to an account specified by Buyer (if the Adjustment Amount is negative) or Seller (if the Adjustment Amount is positive), or (ii) a distribution to Buyer or Seller, as the case may be, from the Escrow Agent pursuant to the Escrow Agreement. Notwithstanding anything to the contrary herein, Seller shall not be obligated to indemnify Buyer against any Adverse Consequences as a result of, or based upon, or arising from, a Liability to the extent such Liability is taken into account in determining the Adjustment Amount.

Adjustment Procedure. (a) Within 150 days following the Closing Date, Buyer shall prepare a Closing Balance Sheet (“Closing Balance Sheet”) of recalculate the Business Net Working Capital as of the Closing Date applying (the Agreed Accounting Principles“Final Net Working Capital”), (x) without giving effect to the Contemplated Transactions except as set forth on Schedule 2.5. and (y) omitting from accounts receivable any Accounts Receivable that are not actually collected (after making commercially reasonable efforts to collect such receivables in accordance with CAI’s normal collection policies) between the Closing Date and the date that is 145 days following the Closing Date and omitting from the accrued expenses the related commissions payable for such omitted Accounts Receivable, and notify in writing the Seller of such Final Net Working Capital. Final Net Working Capital shall be calculated pursuant to the formula set forth in Schedule 2.5 hereto and such calculations shall be set forth in the notice to Seller in reasonable detail consistent with Schedule 2.5. Except as set forth on Schedule 2.5, the individual line items included in Final Net Working Capital shall be calculated in accordance with GAAP. Buyer shall then provide the Seller with access to such working papers used by Buyer or its representatives or agents (including, without limitation, all accountants) to determine the Final Net Asset Value Working Capital, as of the Effective Time Seller shall reasonably request. Thirty (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (4530) days following the Closing Date. The Closing Balance Sheet delivery of the Final Net Working Capital (or if the Seller has an objection to the Final Net Working Capital amount, within five Business Days after the final resolution of such objection as set forth in subsection (b) below if later than such date), the Purchase Price shall be recalculated such that the Purchase Price will be (i) will not account for increased by an amount equal to the excess of the Final Net Working Capital or reflect in any manner any assets that do not constitute Assets and the Net Working Capital resulting from subsection (b) below, as the case may be over Target Net Working Capital, if any, or (ii) will account for and reflect all Assumed Liabilities that are required decreased by an amount equal to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination excess of the Closing Target Net Asset Value when received and Buyer shall provide Sellers with access Working Capital over the Final Net Working Capital or the Net Working Capital resulting from subsection (b) below, as the case may be (the Purchase Price, as adjusted pursuant to all the foregoing formula is referred to as the “Final Purchase Price”). At such time as the Final Purchase Price is calculated pursuant to the immediately preceding sentence, (i) work papers and written procedures used the Seller shall pay to prepare Buyer the Closing Balance Sheet and amount, if any, by which the determination of Closing Net Asset Value and Final Purchase Price is less than the Purchase Price or (ii) books and Records and personnel Buyer shall pay to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done Seller, by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to depositing such accounts amount in the Initial Balance SheetEscrow Fund (as if such payment were additional Purchase Price) an amount, (B) accepts and agrees with Sellers’ application of if any, by which the Agreed Accounting Principles including Final Purchase Price exceeds the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances since the date of the Initial Balance SheetPurchase Price.