Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. (a) Not later than 10 Business Days prior to the Closing Date, (i) Hippo shall submit to Rhino a certificate (the “HippoRx Estimate Certificate”) of an authorized officer of Hippo setting forth its good faith estimate of the HippoRx Working Capital (the “Estimated HippoRx Working Capital”) and (ii) Rhino shall submit to Hippo a certificate (the “RhinoRx Estimate Certificate”) of an authorized officer of Rhino setting forth its good faith estimate of the RhinoRx Working Capital (the “Estimated RhinoRx Working Capital”). The amounts set forth on the HippoRx Estimate Certificate and the RhinoRx Estimate Certificate, as the case may be, shall be calculated in accordance with GAAP on a basis consistent with the applicable audited financial statements in the Registration Statement and shall be accompanied by appropriate information and documentation in reasonable detail supporting the calculations of the Estimated HippoRx Working Capital and the Estimated RhinoRx Working Capital, as the case may be. (b) Following receipt of the HippoRx Estimate Certificate by Rhino and the RhinoRx Estimate Certificate by Hippo, Hippo and Rhino shall work in good faith to mutually agree on the amounts of the HippoRx Working Capital and the RhinoRx Working Capital. If Hippo and Rhino are unable to agree on the amounts of the HippoRx Working Capital or the RhinoRx Working Capital, as the case may be, within 3 Business Days following delivery of both certificates, each of Hippo and Rhino shall submit a notice (each such notice, a “Disagreement Notice”) to a mutually satisfactory nationally recognized accounting firm (the “Accounting Referee”) specifying those items or amounts as to which they each disagree. The Disagreement Notices shall set forth the nature and basis for each disagreement with respect to the HippoRx Working Capital or the RhinoRx Working Capital, as the case may be. Rhino shall be deemed to have agreed with all items and amounts on the HippoRx Estimate Certificate (as such items and amounts may have been modified by mutual agreement of Hippo and Rhino) that Rhino does not contest in its Disagreement Notice. Hippo shall be deemed to have agreed with all items and amounts on the RhinoRx Estimate Certificate (as such items and amounts may have been modified by mutual agreement of Hippo and Rhino) that Hippo does not contest in its Disagreement Notice. (c) Hippo and Rhino shall use their reasonable best efforts to cause the Accounting Referee to promptly review this Agreement and the disputed items or amounts for the purpose of determining the HippoRx Working Capital and the RhinoRx Working Capital. The Accounting Referee shall deliver to Hippo and Rhino, as promptly as practicable (but in no event more than 5 Business Days after its receipt of the Disagreement Notices), a report setting forth its determination of the HippoRx Working Capital and the RhinoRx Working

Adjustment Procedures. (a) Not later than 10 At least seven Business Days prior to the Closing Dateapplicable Closing, (i) Hippo EQT Corporation shall submit prepare and deliver to Rhino EQM a certificate (the “HippoRx Estimate Certificate”) of an authorized officer of Hippo statement setting forth its good faith estimate calculation of the HippoRx adjustments pursuant to Section 2.6, including the estimated Working Capital (Adjustment for the “Estimated HippoRx Working Capital”) and (ii) Rhino shall submit to Hippo a certificate (the “RhinoRx Estimate Certificate”) of an authorized officer of Rhino setting forth its good faith estimate applicable Subject Company as of the RhinoRx Working Capital (the “Estimated RhinoRx Working Capital”). The amounts set forth on the HippoRx Estimate Certificate applicable Effective Date, together with reasonably sufficient detail to support such calculation, and the RhinoRx Estimate Certificate, as the case may be, shall be calculated in accordance with GAAP on a basis consistent with the applicable audited financial statements in the Registration Statement EQM and shall be accompanied by appropriate information and documentation in reasonable detail supporting the calculations of the Estimated HippoRx Working Capital and the Estimated RhinoRx Working Capital, as the case may be. (b) Following receipt of the HippoRx Estimate Certificate by Rhino and the RhinoRx Estimate Certificate by Hippo, Hippo and Rhino EQT Corporation shall work in good faith to mutually agree on the amounts amount of such calculation, including the HippoRx estimated Working Capital Adjustment (the “Closing Working Capital Adjustment”), by the applicable Closing, and the RhinoRx Working Capital. If Hippo amount as so agreed shall be referred to as the “Closing Adjustment;” provided, that if EQM and Rhino EQT Corporation are unable to agree on such calculation, then EQT Corporation’s original calculation thereof shall be the amounts Closing Adjustment. (b) EQM shall notify EQT Corporation in writing no later than one Business Day prior to the Closing (the “Dispute Deadline”) of any disagreements or disputes with respect to the HippoRx Working Capital or the RhinoRx Working Capital, as the case may be, within 3 Business Days following delivery of both certificates, each of Hippo and Rhino shall submit a notice Closing Adjustment (each such notice, a “Disagreement Dispute”). If EQM does not give written notice to EQT Corporation of a Dispute (a “Dispute Notice”) on or prior to the Dispute Deadline, the Closing Adjustment for such Subject Company shall be deemed accepted and agreed to by EQM and shall be final and binding upon the parties hereto with no further adjustments thereto. If EQM has a mutually satisfactory Dispute, EQM shall deliver to EQT Corporation a Dispute Notice prior to the Dispute Deadline, setting forth, in reasonable detail, the elements and amounts with which it disagrees and the reasons therefor. During the 15-day period following the delivery of the Dispute Notice, EQM and EQT Corporation shall use commercially reasonable efforts to resolve the Dispute and agree in writing upon the adjusted Closing Adjustment for such Subject Company (the “Estimated Final Adjustment”). If EQM and EQT Corporation agree as to the Estimated Final Adjustment for such Subject Company within such 15-day period, such Estimated Final Adjustment for such Subject Company as so agreed shall be final and binding upon the parties hereto. (c) If EQM and EQT Corporation are unable to resolve any Dispute within the 15-day period after EQM’s delivery of a Dispute Notice, EQM and EQT Corporation shall jointly engage the Pittsburgh, Pennsylvania office of PricewaterhouseCoopers LLP or another nationally recognized accounting firm (the “Accounting RefereeArbitrating Accountant”) specifying those items or amounts as arbitrator to which they each disagreepromptly resolve any Disputes. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The Disagreement Notices Arbitrating Accountant’s sole function shall be to resolve the Dispute as specifically set forth in reasonable detail in the nature and basis for each disagreement Dispute Notice with respect to the HippoRx Working Capital or determination of the RhinoRx Working CapitalEstimated Final Adjustment for such Subject Company consistent with the calculation of the Closing Adjustment for such Subject Company. The Arbitrating Accountant shall allow EQM and EQT Corporation to present their respective positions regarding the Dispute. The Arbitrating Accountant may, as at its discretion, conduct a conference concerning the case may beDispute, at which conference each of EQM and EQT Corporation shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. Rhino In connection with such process, there shall be deemed to have agreed with all items and amounts no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings. The Arbitrating Accountant shall thereafter promptly render its determination on the HippoRx Estimate Certificate Dispute in writing and finalize the Estimated Final Adjustment for such Subject Company; provided, that such written determination shall provide for the Estimated Final Adjustment to be no less than the amount proposed by EQM and no higher than the amount proposed by EQT Corporation (the “WC Dispute Range”). Such written determination shall be final and binding upon the parties hereto, and judgment may be entered on the award. The fees and expenses of the Arbitrating Accountant shall be allocated between EQM and EQT Corporation so that EQM’s share of such fees and expenses shall be equal to the product of (i) and (ii), where (i) is the aggregate amount of such fees and expenses, and where (ii) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by EQM (as determined by the Arbitrating Accountant), and the denominator of which is the total value in dispute, and EQT Corporation’s share of such items fees and amounts may have been modified by mutual agreement of Hippo and Rhino) that Rhino does not contest in its Disagreement Notice. Hippo expenses shall be deemed to have agreed with all items and amounts on the RhinoRx Estimate Certificate (as such items and amounts may have been modified by mutual agreement of Hippo and Rhino) that Hippo does not contest in its Disagreement Noticeremainder. (cd) Hippo The Estimated Final Adjustment for such Subject Company that is final and Rhino shall use their reasonable best efforts to cause binding on the Accounting Referee to promptly review this Agreement and parties hereto as determined in accordance with the disputed items terms of Section 2.7(b) or amounts for the purpose of determining the HippoRx Working Capital and the RhinoRx Working Capital. The Accounting Referee shall deliver to Hippo and RhinoSection 2.7(c), as promptly as practicable (but in no event more than 5 applicable, shall be the “Final Adjustment,” with such Final Adjustment not being outside of the WC Dispute Range. Within ten Business Days after its receipt of the Disagreement Notices), a report setting forth its determination of the HippoRx Working Capital and Final Adjustment for such Subject Company: (i) if the RhinoRx WorkingFinal Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, exceeds the Closing Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, then EQM shall pay, by wire transfer of immediately available funds to an account designated in writing by EQT Corporation, the amount of such excess; (ii) if the Closing Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, exceeds the Final Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, then EQT Corporation shall pay, by wire transfer of immediately available funds to an account designated in writing by EQM, the amount of such excess; or (iii) if the Final Adjustment for such Subject Company is equal to the Closing Adjustment for such Subject Company, then no adjustment or payment shall be made.

Adjustment Procedures. (a) Not Within fourteen (14) calendar days from the date hereof, the Company shall prepare and deliver to Parent (i) a schedule of the calculation of the Baseline Revenues showing the revenues generated by each Baseline Client included therein (the “Baseline Schedule”) and (ii) a schedule of the calculation of the Net Working Capital of the Company as of the close of business on March 30, 2012 (the “Net Working Capital Baseline”) prepared on a basis consistent with the unaudited consolidated balance sheet of the Company as of March 31, 2012 included in the Financial Statements (the “Net Working Capital Baseline Schedule”). Following delivery of the Baseline Schedule and Net Working Capital Baseline Schedule to Parent, the Company shall provide to Parent such backup documentation as may reasonably be requested by Parent with respect thereto within seven (7) calendar days from the date of delivery thereof. The calculation of the Baseline Revenues and the Net Working Capital Baseline shall be reviewed by Parent who shall, not later than 10 twenty-one (21) calendar days after the later of receipt thereof and any backup documentation, deliver a written report thereon (the “Adjustment Report”) to the Company. The Adjustment Report shall list those items included in the Company’s calculation of the Baseline Revenues and the Net Working Capital Baseline, if any, which Parent disputes and Parent’s proposed adjustment to such disputed items. If Parent fails to deliver the Adjustment Report to the Company within twenty-one (21) calendar days following the later of receipt of the Baseline Schedule and the Net Working Capital Baseline Schedule and any backup documentation, Parent shall be deemed to have accepted the calculation of the Baseline Revenues and Net Working Capital Baseline for the purposes of any adjustment to the Purchase Price under this Article IV. Further, Parent shall be deemed to have accepted the calculation of the Baseline Revenues and Net Working Capital Baseline with respect to all matters it has not disputed in the Adjustment Report for the purposes of any adjustment to the Purchase Price under this Article IV. If the Company does not give Parent notice of its objections to the Adjustment Report within twenty-one (21) calendar days following receipt of the Adjustment Report, the Company shall be deemed to have accepted the Baseline Schedule and the Net Working Capital Baseline Schedule as adjusted by Parent in the Adjustment Report for the purposes of any adjustment to the Purchase Price under this Article IV. If the Company gives Parent notice of its objections to the Adjustment Report, and if the Company and the Securityholders’ Representative are unable, within fourteen (14) calendar days after receipt by the Company of such notice of objections, to resolve the disputed items, such disputed items will be referred to Citrin Xxxxxxxxx or, if Citrin Xxxxxxxxx is unable or unwilling to be engaged in respect thereof, another nationally recognized firm of independent certified public accountants mutually acceptable to Parent and the Securityholders’ Representative (the “Independent Accounting Firm”) for resolution. The Independent Accounting Firm shall, within twenty-eight (28) calendar days following its selection, deliver to Parent and the Securityholders’ Representative a written report setting forth its determination as to such disputed items (and only such disputed items), and its determinations will be conclusive and binding upon the Parties for the purposes of any adjustment to the Purchase Price under this Article IV. In no event shall the Independent Accounting Firm’s determination as to a disputed item be an amount that is greater than or less than the amount that Parent or the Securityholders’ Representative proposes with respect to such disputed item. The fees and disbursements of the Independent Accounting Firm acting under this Section 4.3(a) shall be apportioned, as calculated by the Independent Accounting Firm, between the Company, on one hand, and Parent, on the other hand, based on the total dollar value of all disputed items resolved in favor of each such Party, with the Company, on one hand, and Parent, on the other hand, bearing such percentage of the fees and disbursements of the Independent Accounting Firm as the aggregate disputed items resolved against that Party bears to the total dollar value of all disputed items considered by the Independent Accounting Firm. For the avoidance of doubt, the delivery and timing of receipt of any document sent by the Parties pursuant to this Section 4.3(a) shall be governed by the provisions set forth in Section 14.9 hereof. (b) No later than ten (10) Business Days prior to the Closing Date, the Company shall deliver to Parent a schedule (the “Approval Schedule”) setting forth the Delivered Baseline Client Revenues and the Delivered New Client Revenues (based on the Required Client Approvals then obtained or assumed to have been obtained by negative consent and based on the assumption at that time that each Client will remain a Client through the Closing Date), which Approval Schedule, (i) Hippo shall submit to Rhino a certificate (in the “HippoRx Estimate Certificate”) of an authorized officer of Hippo setting forth its good faith estimate case of the HippoRx Working Capital Delivered Baseline Client Revenues, shall separately indicate, for each Continuing Baseline Client that has added or withdrawn assets, the aggregate amounts of such additions and withdrawals, the net amount thereof and the increase to or decrease from the Baseline Revenues resulting therefrom, all in accordance with the definition of Delivered Baseline Client Revenues (the “Estimated HippoRx Working Capital”separately breaking out accounts that have different annual management fee rates) and (ii) Rhino in the case of the Delivered New Client Revenues, shall submit separately indicate, for each New Client, the amount of assets on the date each new Advisory Contract was entered into and the annual management fee rate agreed upon in the applicable Advisory Contract (separately breaking out accounts that have different annual management fee rates), together with, for each New Client that has added or withdrawn assets subsequent thereto, the aggregate amounts of such additions and withdrawals, the net amount thereof and the increase thereto or decrease therefrom, all in accordance with the definition of Delivered New Client Revenues. Following delivery of the Approval Schedule to Hippo Parent, (i) the Company shall provide to Parent such backup documentation as may reasonably be requested by Parent with respect thereto and (ii) the Company shall update the Approval Schedule on a certificate (daily basis for each Business Day up to the “RhinoRx Estimate Certificate”) of an authorized officer of Rhino setting forth its Closing Date and provide such further backup documentation for the updated Approval Schedules as may be reasonably requested by Parent. The Company and Parent agree to work together in good faith estimate of to establish the RhinoRx Working Capital adjustment to the Purchase Price, if any, pursuant to Section 4.1. (the “Estimated RhinoRx Working Capital”). c) The amounts set forth on the HippoRx Estimate Certificate and the RhinoRx Estimate CertificateCompany shall prepare, as the case may be, shall be calculated in accordance with GAAP on a basis consistent with the applicable audited financial statements preparation of the December 31, 2011 and March 30, 2012 balance sheets of the Company and its Subsidiaries, a balance sheet for the Company and its Subsidiaries as of a date that is no more than ten (10) Business Days prior to the Closing Date (the “Pre-Closing Balance Sheet”). Parent and its advisors shall have the right to participate in the Registration Statement and shall be accompanied by appropriate information and documentation in reasonable detail supporting the calculations preparation of the Estimated HippoRx Working Capital Pre-Closing Balance Sheet, and the Estimated RhinoRx Working Capital, as the case may be. (b) Following receipt of the HippoRx Estimate Certificate by Rhino Company and the RhinoRx Estimate Certificate by Hippo, Hippo and Rhino shall Parent agree to work together in good faith to mutually agree on the amounts Pre-Closing Balance Sheet, the Net Working Capital of the HippoRx Company and its Subsidiaries as of the close of business on March 30, 2012, the Net Working Capital of the Company and its Subsidiaries as of the date of the Pre-Closing Balance Sheet, and the RhinoRx Working Capital. adjustment to the Purchase Price, if any, pursuant to Section 4.2. (d) If Hippo the Company and Rhino are unable Parent shall not be able to agree on the amounts adjustment(s) to the Purchase Price, if any, required by Section 4.1 and/or Section 4.2, the adjustment(s), if any, to be applied in determining the Purchase Price shall be established by Parent in good faith using the methodology for any such adjustment required by this Agreement, and Parent shall, on or prior to the Closing Date, provide a written statement to the Securityholders’ Representative setting forth in reasonable detail its calculation of any such adjustment(s). If the HippoRx Working Capital or Securityholders’ Representative shall disagree with the RhinoRx Working Capitaldetermination made by Parent, the Securityholders’ Representative shall be entitled to seek indemnification, up to the amount disputed by the Securityholders’ Representative in good faith (plus interest thereon as may be determined the arbitrator selected in accordance with Section 14.10), as the case may be, within 3 Business Days following delivery of both certificates, each of Hippo and Rhino shall submit a notice (each such notice, a “Disagreement Notice”) an indemnity claim pursuant to a mutually satisfactory nationally recognized accounting firm (the “Accounting Referee”) specifying those items or amounts as to which they each disagree. The Disagreement Notices shall set forth the nature and basis for each disagreement with respect to the HippoRx Working Capital or the RhinoRx Working Capital, as the case may be. Rhino shall be deemed to have agreed with all items and amounts on the HippoRx Estimate Certificate (as such items and amounts may have been modified by mutual agreement of Hippo and Rhino) that Rhino does not contest in its Disagreement Notice. Hippo shall be deemed to have agreed with all items and amounts on the RhinoRx Estimate Certificate (as such items and amounts may have been modified by mutual agreement of Hippo and Rhino) that Hippo does not contest in its Disagreement NoticeSection 10.3(e). (c) Hippo and Rhino shall use their reasonable best efforts to cause the Accounting Referee to promptly review this Agreement and the disputed items or amounts for the purpose of determining the HippoRx Working Capital and the RhinoRx Working Capital. The Accounting Referee shall deliver to Hippo and Rhino, as promptly as practicable (but in no event more than 5 Business Days after its receipt of the Disagreement Notices), a report setting forth its determination of the HippoRx Working Capital and the RhinoRx Working