Common use of Adjustments to Closing Date Balance Sheet Clause in Contracts

Adjustments to Closing Date Balance Sheet. (a) Seller and its accountants shall have thirty (30) days after the delivery of the Closing Working Capital Statement and Section 481 Inventory Adjustment to review the Closing Working Capital and Section 481 Inventory Adjustment. In reviewing the Closing Working Capital Statement and Section 481 Inventory Adjustment (and response to the Objection by Purchaser, if applicable), Seller and its accountants shall have reasonable access to the work papers of Purchaser and its accountants (subject to the reviewing parties executing any necessary waivers or indemnifications required by Purchaser’s accountants) as well as the accountants, finance personnel and other books and records of Purchaser relevant to the review of the Closing Working Capital Statement and Section 481 Inventory Adjustment. If Seller reasonably determines that the Closing Working Capital Statement and/or the Section 481 Inventory Adjustment have not been prepared in the manner set forth in Section 3.01 of the Disclosure Letter for the Closing Working Capital Statement or Section 8.06(k) for the Section 481 Inventory Adjustment, Seller shall inform Purchaser in writing (an “Objection”), setting forth a specific description of the basis of the Objection and the adjustments to the amount of the Closing Working Capital or change in the Section 481 Inventory Adjustment that Seller believes should be made, which Objection must be delivered to Purchaser on or before the last day of such 30-day period. Purchaser shall then have thirty (30) days to review and respond to the Objection. The parties shall attempt in good faith to reach an agreement with respect to any matters in dispute. If the parties are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following the delivery of Purchaser’s response to the Objection, they shall refer their remaining differences to a nationally recognized independent public accounting firm as mutually agreed to by the parties (the “CPA Firm”), which shall, acting as experts and not as arbitrators, determine in accordance with this Agreement, and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Working Capital or change in the Section 481 Inventory Adjustment requires adjustment. Each party shall submit to the CPA Firm its position with respect to the adjustments to the amount of the Closing Working Capital and/or the change in the Section 481 Inventory Adjustment, as applicable. The parties shall direct the CPA Firm to use its best efforts to render its determination within thirty (30) days after such submission. The CPA Firm’s determination shall be conclusive and binding upon Purchaser and Seller. Seller shall pay a portion of the fees and disbursements of the CPA Firm equal to 100% multiplied by a fraction the numerator of which is the dollar amount of the Objections submitted to the CPA Firm that are resolved in favor of Purchaser (that being the difference between the CPA Firm’s determination and Seller’s determination) and the denominator of which is the total amount of Objections submitted to the CPA Firm (that being the sum total by which Purchaser’s determination and Seller’s determination differ from the determination of the CPA Firm). Purchaser shall pay that portion of the fees and disbursements of the CPA Firm that Seller is not required to pay hereunder. Purchaser and Seller shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants (subject to the CPA Firm executing any such waivers or indemnifications required by the parties’ accountants)) relating to the Closing Working Capital Statement and all other items reasonably requested by the CPA Firm. The “Final Working Capital Statement” shall be deemed to be (i) the Closing Working Capital Statement if no Objection is delivered by Seller with respect thereto during the thirty-day period specified above, or (ii) if an Objection is delivered by Seller with respect thereto within the 30-day period following delivery of the Closing Balance Sheet by Purchaser to Seller, the Closing Working Capital Statement, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm; and the “Final Section 481 Inventory Adjustment” shall be deemed to be (i) the Section 481 Inventory Adjustment as determined by Purchaser if no Objection is delivered by Seller with respect thereto during the thirty-day period specified above, or (ii) if an Objection is delivered by Seller with respect thereto within the 30-day period following delivery of the Closing Balance Sheet by Purchaser to Seller, the Section 481 Inventory Adjustment, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm. (b) In reviewing any Objection, Purchaser and its accountants shall have access to the work papers of Seller and its accountants (subject to the reviewing party executing any necessary waivers or indemnifications required by Seller’s accountants). (c) If the Closing Working Capital as reflected on the Final Working Capital Statement is less than the Target Working Capital, then the Purchase Price will be decreased by the shortfall in the Closing Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Seller shall make payment in immediately available funds to Purchaser equal to such shortfall. If the Closing Working Capital as reflected on the Final Working Capital Statement is more than the Target Working Capital, then the Purchase Price will be increased by such excess of the Closing Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Purchaser shall make payment in immediately available funds to Seller equal to such excess. (d) The parties agree that any obligations that will be paid by Seller or its Affiliates (other than the Company), including any obligations specifically retained by Seller or its Affiliates (other than the Company) under the terms of this Agreement, shall be excluded from the Closing Date Balance Sheet, the Closing Working Capital Statement and the Final Working Capital Statement, and shall therefore be excluded from the determination of Closing Working Capital.

Adjustments to Closing Date Balance Sheet. (a) Seller and its accountants Sellers' Representative shall have 30 days from the date of submission of the Closing Date Balance Sheet to review the Closing Date Balance Sheet. The Closing Date Balance Sheet, as delivered to Sellers' Representative, will be deemed conclusive and binding on the Parties and will be deemed to reflect the agreed upon Net Working Capital as of the Closing Date upon which the adjustment to the Purchase Price set forth in Section 2A(c) below will be based, unless, within the thirty (30) day period following submission of the Closing Date Balance Sheet to Sellers' Representative, Sellers' Representative notifies Buyer in writing that, in the Sellers' Representative's reasonable judgment, the Closing Date Balance Sheet was not prepared in accordance with Section 2A(a) (the "Dispute Notice"). The Dispute Notice shall identify each proposed adjustment to the Closing Date Balance Sheet, stating with reasonable specificity the reasons for any disagreement and the amounts in dispute. However, Sellers' Representative shall not dispute any amounts reflected on the Closing Date Balance Sheet unless Sellers' Representative can demonstrate that the Closing Date Balance Sheet was not prepared in accordance with GAAP applied on a consistent basis with the preparation of the Most Recent Balance Sheet. During the 30-day period following Sellers' Representative's delivery of the Dispute Notice to Buyer, Buyer and Sellers' Representative shall use their best efforts to resolve and agree upon any proposed adjustments set forth in the Dispute Notice. If, after a period of 30 days following Sellers' Representative's delivery of the Dispute Notice to Buyer, any adjustment still remains disputed, then (i) Sellers or Buyer, as the case may be, immediately shall pay to the other Party the amount, if any, not subject to the dispute and (ii) Sellers' Representative and Buyer will submit the disputed items for determination to Ernst & Young LLP, or if Ernst & Young LLP is not available, to KPMG LLP, or if KPMG LLP is not available and Buyer and Sellers' Representative are unable to agree upon the selection of an Audit Firm within five (5) business days after expiration of such 30-day period, the Audit Firm shall be appointed by the AAA (the "Audit Firm"). Such submission shall be accompanied by a statement from each of the Buyer and the Sellers' Representative setting forth the proposed calculation by each such party of the items in dispute (each, a "Last Offer") and may propose the procedures to be followed by the Audit Firm in resolving the dispute. Buyer and Sellers' Representative will use reasonable efforts to cause the Audit Firm to render its decision as soon as practicable thereafter (but in no event later than thirty (30) days after the delivery submission to the Audit Firm of the Closing Working Capital Statement notice of disagreement and Section 481 Inventory Adjustment to review Last Offers), including without limitation by promptly complying with all reasonable requests by the Closing Working Capital Audit Firm for information, books, records and Section 481 Inventory Adjustmentsimilar items. In reviewing the Closing Working Capital Statement and Section 481 Inventory Adjustment (and response The Audit Firm shall establish such procedures as give due regard to the Objection intention of Sellers' Representative and Buyer to resolve disputes as quickly, efficiently and inexpensively as practicable, which procedures may be, but not need be, those proposed by Purchasereither Sellers' Representative or Buyer. The Audit Firm will make a determination as to which of the Last Offers presented to it is, if applicablein the aggregate, more accurate, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Audit Firm (but in no event later than 30 days thereafter), Seller and its accountants shall have reasonable access to (C) made in accordance with GAAP applied on a consistent basis with the work papers of Purchaser and its accountants (subject to the reviewing parties executing any necessary waivers or indemnifications required by Purchaser’s accountants) as well as the accountants, finance personnel and other books and records of Purchaser relevant to the review preparation of the Closing Working Capital Statement Most Recent Balance Sheet and Section 481 Inventory Adjustment. If Seller reasonably determines that the Closing Working Capital Statement and/or the Section 481 Inventory Adjustment have not been prepared in the manner set forth in Section 3.01 of the Disclosure Letter for the Closing Working Capital Statement or Section 8.06(k) for the Section 481 Inventory Adjustment, Seller shall inform Purchaser in writing (an “Objection”), setting forth a specific description of the basis of the Objection and the adjustments to the amount of the Closing Working Capital or change in the Section 481 Inventory Adjustment that Seller believes should be made, which Objection must be delivered to Purchaser on or before the last day of such 30-day period. Purchaser shall then have thirty (30) days to review and respond to the Objection. The parties shall attempt in good faith to reach an agreement with respect to any matters in dispute. If the parties are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following the delivery of Purchaser’s response to the Objection, they shall refer their remaining differences to a nationally recognized independent public accounting firm as mutually agreed to by the parties (the “CPA Firm”), which shall, acting as experts and not as arbitrators, determine otherwise in accordance with this Agreement, and only (D) conclusive and binding upon the Parties hereto. Nothing herein will be construed to authorize or permit the Audit Firm to determine any question or matter whatsoever under or in connection with this Agreement, except as set forth in the immediately preceding sentence. The fees and expenses of the Audit Firm with respect to the remaining differences so submitteddispute referred to in this Section 2A(b) will be paid by the Party whose Last Offer is not selected by the Audit Firm hereunder. No Party will disclose to the Audit Firm, whether and to what extentthe Audit Firm will not consider for any purpose, if anyany settlement discussions or settlement offer (other than the Last Offer) made by any Party. Upon final resolution of all disputed issues, the Closing Audit Firm shall issue a report showing the calculation of the Net Working Capital or change in the Section 481 Inventory Adjustment requires adjustment. Each party shall submit to the CPA Firm its position with respect to the adjustments to the amount as of the Closing Working Capital and/or the change in the Date based on its determinations pursuant to this Section 481 Inventory Adjustment, as applicableSection 2A(b). The parties resolution of the dispute by the Audit Firm shall direct be final and binding on the CPA Firm to use its best efforts to render its determination within thirty (30) days after such submissionParties and there shall be no right of appeal therefrom. The CPA Firm’s determination final net working capital (the "Closing Net Working Capital") shall be conclusive and binding upon Purchaser and Seller. Seller shall pay a portion of the fees and disbursements of the CPA Firm equal to 100% multiplied by a fraction the numerator of which is the dollar amount of the Objections submitted to the CPA Firm that are resolved in favor of Purchaser (that being the difference between the CPA Firm’s determination and Seller’s determination) and the denominator of which is the total amount of Objections submitted to the CPA Firm (that being the sum total by which Purchaser’s determination and Seller’s determination differ from the determination of the CPA Firm). Purchaser shall pay that portion of the fees and disbursements of the CPA Firm that Seller is not required to pay hereunder. Purchaser and Seller shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants (subject to the CPA Firm executing any such waivers or indemnifications required by the parties’ accountants)) relating to the Closing Working Capital Statement and all other items reasonably requested by the CPA Firm. The “Final Working Capital Statement” shall be deemed to be (i) the Closing Net Working Capital Statement if no Objection is delivered agreed upon by Seller with respect thereto during the thirty-day period specified aboveParties or as determined by the Audit Firm in the event of a Dispute Notice, or (ii) if an Objection is delivered by Seller with respect thereto within the 30-day period following delivery of the Closing Balance Sheet by Purchaser to Seller, the Closing Working Capital Statement, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm; and the “Final Section 481 Inventory Adjustment” shall be deemed to be (i) the Section 481 Inventory Adjustment as determined by Purchaser if no Objection is delivered by Seller with respect thereto during the thirty-day period specified above, or (ii) if an Objection is delivered by Seller with respect thereto within the 30-day period following delivery of the Closing Balance Sheet by Purchaser to Seller, the Section 481 Inventory Adjustment, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm. (b) In reviewing any Objection, Purchaser and its accountants shall have access to the work papers of Seller and its accountants (subject to the reviewing party executing any necessary waivers or indemnifications required by Seller’s accountants). (c) If the Closing Working Capital as reflected on the Final Working Capital Statement is less than the Target Working Capital, then the Purchase Price will be decreased by the shortfall in the Closing Net Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Seller shall make payment in immediately available funds to Purchaser equal to such shortfall. If the Closing Working Capital as reflected on the Final Working Capital Statement is more than the Target Working Capital, then the Purchase Price will be increased by such excess of the Closing Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Purchaser shall make payment in immediately available funds to Seller equal to such excess. (d) The parties agree that any obligations that will be paid by Seller or its Affiliates (other than the Company), including any obligations specifically retained by Seller or its Affiliates (other than the Company) under the terms of this Agreement, shall be excluded from the Closing Date Balance Sheet, Sheet as prepared by Buyer in the Closing Working Capital Statement and the Final Working Capital Statement, and shall therefore be excluded from the determination of Closing Working Capitalevent there is no Dispute Notice.

Adjustments to Closing Date Balance Sheet. The parties acknowledge that the Closing Date Balance Sheet (aas defined in Section 7.17) Seller may reflect reasonable estimates of certain assets and its accountants shall have thirty (30) liabilities which may not be entirely accurate. As soon as practicable and in any event within ten business days after the delivery Closing Date, the Buyer shall cause to be prepared and deliver to Seller (or, at Seller's direction, Fearxxxxxxx) xx updated Closing Date Balance Sheet which shall correct the amounts of any estimates utilized in preparing the Closing Working Capital Statement Date Balance Sheet and Section 481 Inventory Adjustment to review correct any bookkeeping errors or omissions discovered after the Closing Working Capital and Section 481 Inventory Adjustment. In reviewing that affect the Closing Working Capital Statement and Section 481 Inventory Adjustment (and response to Date Balance Sheet. The Closing Date Balance Sheet, as so adjusted, shall be deemed the Objection by Purchaser"Final Closing Date Balance Sheet", if applicable), Seller and its accountants shall have reasonable access to the work papers of Purchaser and its accountants (subject to the reviewing parties executing any necessary waivers dispute resolution mechanism described below. The Buyer or indemnifications required by Purchaser’s accountants) as well as Seller (or, at Seller's election, Fearxxxxxxx), xs the accountantscase may be, finance personnel and other books and records of Purchaser relevant shall (except to the review extent the dispute mechanism described below is utilized), not later than the 30th day after the Closing Date, pay to the other an amount equal to the net adjustment, if any, required to be made to reflect the difference between the tangible net worth of the Closing Working Capital Statement and Section 481 Inventory Adjustment. If Seller reasonably determines that as reflected on the Closing Working Capital Statement and/or Date Balance Sheet and the Section 481 Inventory Adjustment have not been prepared in the manner set forth in Section 3.01 tangible net worth of the Disclosure Letter for Seller as reflected on the Final Closing Working Capital Statement Date Balance Sheet. Such payment shall be made through delivery of Common Shares valued at the Average Closing Price. By delivery of such Common Shares by (i) the Seller (or Section 8.06(k) for Fearxxxxxxx, xx the Section 481 Inventory Adjustment, Seller shall inform Purchaser in writing (an “Objection”case may be), setting forth a specific description the Seller (or Fearxxxxxxx, xx the case may be) represents to the Buyer that such Common Shares are free and clear of all Liens and (ii) the Buyer, the - 32 - 41 Buyer represents to Fearxxxxxxx xxxt such Common Shares are validly issued, fully paid, non-assessable and free and clear of all Liens and covenants that Buyer will cause such Common Shares to be treated as USTC Shares for purposes of the basis Agreement to Deliver and Register Shares of even date among U.S. Trust, the Seller and Fearxxxxxxx. If, within ten business days after receipt of the Objection and Final Closing Date Balance Sheet, the adjustments to Seller or Fearxxxxxxx xxxifies the Buyer that it or she disputes the Final Closing Date Balance Sheet or the amount of tangible net worth derived therefrom, then the Closing Working Capital or change in the Section 481 Inventory Adjustment that Seller believes should be madeparties shall, which Objection must be delivered to Purchaser on or before the last day of such 30-day period. Purchaser shall then have thirty (30) days to review and respond to the Objection. The parties shall attempt in good faith, seek to resolve their differences. If, despite such good faith to reach an agreement with respect to any matters in dispute. If efforts, the parties are unable to resolve all of their disagreements with respect to the determination differences within ten business days after delivery of the foregoing items within thirty (30) days following the delivery notice of Purchaser’s response to the Objection, they shall refer their remaining differences to a nationally recognized independent public accounting firm as mutually agreed to dispute by the parties (Seller or Fearxxxxxxx xx the “CPA Firm”)Buyer, which shall, acting as experts and not as arbitrators, determine in accordance with this Agreementthen the Final Closing Balance Sheet, and only with respect to the remaining differences so submittedtangible net worth derived therefrom, whether and to what extent, if any, the Closing Working Capital or change in the Section 481 Inventory Adjustment requires adjustment. Each party shall submit to the CPA Firm its position with respect to the adjustments to the amount of the Closing Working Capital and/or the change in the Section 481 Inventory Adjustment, as applicable. The parties shall direct the CPA Firm to use its best efforts to render its determination within thirty (30) days after such submission. The CPA Firm’s determination shall be conclusive and binding upon Purchaser and Seller. Seller shall pay a portion of the fees and disbursements of the CPA Firm equal to 100% multiplied by a fraction the numerator of which is the dollar amount of the Objections submitted to the CPA Firm that are resolved in favor of Purchaser (that being the difference between the CPA Firm’s determination and Seller’s determination) and the denominator of which is the total amount of Objections submitted to the CPA Firm (that being the sum total by which Purchaser’s determination and Seller’s determination differ from the determination of the CPA Firm). Purchaser shall pay that portion of the fees and disbursements of the CPA Firm that Seller is not required to pay hereunder. Purchaser and Seller shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants (subject to the CPA Firm executing any such waivers or indemnifications required by the parties’ accountants)) relating to the Closing Working Capital Statement and all other items reasonably requested by the CPA Firm. The “Final Working Capital Statement” shall be deemed to be determined (i) jointly by two accounting firms, one selected by Fearxxxxxxx xx the Closing Working Capital Statement if no Objection is delivered Seller and one selected by Seller with respect thereto during the thirty-day period specified aboveBuyer, or (ii) if an Objection is delivered the two accounting firms cannot agree on such determination, by Seller with respect thereto within a third accounting firm selected by the 30-day period following delivery original two accounting firms, whose determination shall be final and binding upon the parties. The cost of such accounting firms shall be shared equally by the Closing Balance Sheet by Purchaser to Seller, the Closing Working Capital Statement, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm; Buyer and the “Final Section 481 Inventory Adjustment” shall be deemed to be (i) the Section 481 Inventory Adjustment as determined by Purchaser if no Objection is delivered by Seller with respect thereto during the thirty-day period specified above, or (ii) if an Objection is delivered by Seller with respect thereto within the 30-day period following delivery of the Closing Balance Sheet by Purchaser to Seller, the Section 481 Inventory Adjustment, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm. (b) In reviewing any Objection, Purchaser and its accountants shall have access to the work papers of Seller and its accountants (subject to the reviewing party executing any necessary waivers or indemnifications required by Seller’s accountants). (c) If the Closing Working Capital as reflected on the Final Working Capital Statement is less than the Target Working Capital, then the Purchase Price will be decreased by the shortfall in the Closing Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Seller shall make payment in immediately available funds to Purchaser equal to such shortfall. If the Closing Working Capital as reflected on the Final Working Capital Statement is more than the Target Working Capital, then the Purchase Price will be increased by such excess of the Closing Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Purchaser shall make payment in immediately available funds to Seller equal to such excess. (d) The parties agree that any obligations that will be paid by Seller or its Affiliates (other than the Company), including any obligations specifically retained by Seller or its Affiliates (other than the Company) under the terms of this Agreement, shall be excluded from the Closing Date Balance Sheet, the Closing Working Capital Statement and the Final Working Capital Statement, and shall therefore be excluded from the determination of Closing Working Capital.

Adjustments to Closing Date Balance Sheet. (a) Seller and its accountants shall Purchaser will have thirty (30) 45 days after from the date of delivery of the Closing Working Capital Statement and Section 481 Inventory Adjustment Date Balance Sheet to review the Closing Date Balance Sheet and the Closing Net Working Capital and Section 481 Inventory AdjustmentStatement. In reviewing If, in Purchaser’s reasonable judgment, the Closing Date Balance Sheet and the Closing Net Working Capital Statement and were not prepared in accordance with Section 481 Inventory Adjustment (and response 3.01, Purchaser will have the right to suggest adjustments to the Objection by Purchaser, if applicable), Seller Closing Date Balance Sheet and its accountants shall have reasonable access to the work papers of Purchaser and its accountants (subject to the reviewing parties executing any necessary waivers or indemnifications required by Purchaser’s accountants) as well as the accountants, finance personnel and other books and records of Purchaser relevant to the review of the Closing Net Working Capital Statement and Section 481 Inventory Adjustment. If Seller reasonably determines that the Closing Working Capital Statement and/or the Section 481 Inventory Adjustment have not been prepared in the manner set forth in Section 3.01 of the Disclosure Letter for the Closing Working Capital Statement or Section 8.06(k) for the Section 481 Inventory Adjustment, Seller shall inform Purchaser in writing (an “Objection”), setting forth a specific description of the basis of the Objection and the adjustments to the amount of the Closing Working Capital or change in the Section 481 Inventory Adjustment that Seller believes should be made, which Objection must be delivered to Purchaser on or before the last day of within such 3045-day period. However, Purchaser shall then have thirty (30) days to review may not dispute any amounts reflected on the Closing Date Balance Sheet and respond to the ObjectionClosing Net Working Capital Statement except on the basis that the Closing Date Balance Sheet and the Closing Net Working Capital Statement were not prepared in accordance with AAP applied on a basis consistent with Section 3.01. The parties shall attempt Purchaser will notify Sellers in good faith to reach an agreement with respect to any matters writing of each disputed item, specifying the amount thereof in dispute, within the 45-day review period set forth in this Section 3.03. If the parties are unable Within 45 days of any notice of a disputed item by Purchaser, Purchaser and Sellers will use their Best Efforts to resolve all and agree upon any such proposed adjustments. If, after a period of their disagreements with respect to the determination of the foregoing items within thirty (30) 30 days following the delivery date on which notice of Purchaser’s response to the Objectionany proposed adjustment is given, they shall refer their remaining differences to a nationally any adjustment still remains disputed, then Sellers and Purchaser will engage by mutual agreement an internationally recognized independent public accounting firm as mutually agreed to by the parties resolve any remaining disputes (the “CPA Firm”). The decision of the CPA Firm will be final and binding on the parties. The scope of the CPA Firm’s engagement (which shall not be an audit) shall be limited to the resolution of the items contained in the notice of dispute, which shalland the recalculation, if any, of the Closing Net Working Capital in light of such resolution, and such firm shall be deemed to be acting as experts and not as arbitrators, determine in accordance with this Agreement, and only with respect to the remaining differences so submitted, whether and to what extent, if any, . In its review of the Closing Date Balance Sheet and the Closing Net Working Capital or change in the Section 481 Inventory Adjustment requires adjustment. Each party shall submit to Statement, the CPA Firm its position with respect will be limited, as to the adjustments each item in dispute, to the amount resolving such item either in favor of the Closing Working Capital and/or Sellers or in favor of the change in the Section 481 Inventory Adjustment, as applicablePurchaser. The parties shall direct the CPA Firm to use its best efforts to render its determination within thirty (30) days after such submission. The CPA Firm’s determination shall be conclusive and binding upon Purchaser and Seller. Seller shall pay a portion of the fees and disbursements expenses of the CPA Firm will be allocated between Purchaser, on the one hand, and the Sellers, on the other, so that the Purchaser’s share of such fees and expenses shall be equal to 100% multiplied by a fraction the numerator of which is the dollar amount percentage of the Objections submitted disputed amount that is unsuccessfully disputed by the Purchaser, and the Seller’s share of such fees and expenses shall be equal to the CPA Firm that are resolved in favor of Purchaser (that being the difference between the CPA Firm’s determination and Seller’s determination) and the denominator of which is the total amount of Objections submitted to the CPA Firm (that being the sum total by which Purchaser’s determination and Seller’s determination differ from the determination percentage of the CPA Firm). Purchaser shall pay disputed amount that portion of the fees and disbursements of the CPA Firm that Seller is not required to pay hereunder. Purchaser and Seller shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants (subject to the CPA Firm executing any such waivers or indemnifications required unsuccessfully disputed by the parties’ accountants)) relating to the Closing Working Capital Statement and all other items reasonably requested Sellers, in each case as finally determined by the CPA Firm. For purposes of complying with the terms set forth in this Section 3.03, each party shall cooperate with and make available to the other party and its representatives all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Final Net Working Capital Statement and the resolution of any disputes thereunder. The “Final Net Working Capital Statement” shall be deemed to be the (i) the Closing Net Working Capital Statement if no Objection is delivered by Seller with respect thereto during Purchaser does not notify Sellers of any disputed items within the thirty45-day review period specified above, or (ii) if an Objection is delivered by Seller with respect thereto Purchaser does notify Sellers of any disputed items within the 3045-day review period following delivery of the Closing Balance Sheet by Purchaser to Sellerspecified above, the Closing Net Working Capital Statement, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm; and the “Final Section 481 Inventory Adjustment” shall be deemed to be (i) the Section 481 Inventory Adjustment as determined by Purchaser if no Objection is delivered by Seller with respect thereto during the thirty-day period specified above, or (ii) if an Objection is delivered by Seller with respect thereto within the 30-day period following delivery of the Closing Balance Sheet by Purchaser to Seller, the Section 481 Inventory Adjustment, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm. (b) In reviewing any Objection, Purchaser and its accountants shall have access to the work papers of Seller and its accountants (subject to the reviewing party executing any necessary waivers or indemnifications required by Seller’s accountants). (c) If the Closing Working Capital as reflected on the Final Working Capital Statement is less than the Target Working Capital, then the Purchase Price will be decreased by the shortfall in the Closing Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Seller shall make payment in immediately available funds to Purchaser equal to such shortfall. If the Closing Working Capital as reflected on the Final Working Capital Statement is more than the Target Working Capital, then the Purchase Price will be increased by such excess of the Closing Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Purchaser shall make payment in immediately available funds to Seller equal to such excess. (d) The parties agree that any obligations that will be paid by Seller or its Affiliates (other than the Company), including any obligations specifically retained by Seller or its Affiliates (other than the Company) under the terms of this Agreement, shall be excluded from the Closing Date Balance Sheet, the Closing Working Capital Statement and the Final Working Capital Statement, and shall therefore be excluded from the determination of Closing Working Capital.

Adjustments to Closing Date Balance Sheet. (a) Seller and its accountants The Vendors shall have thirty (30) days after from the delivery date of submission of the Closing Working Capital Statement Date Balance Sheet and Section 481 Inventory Adjustment the Purchaser’s determination of the Actual Closing Payroll to review the Closing Working Capital Date Balance Sheet and Section 481 Inventory Adjustmentthe determination of the Actual Closing Payroll. In reviewing the Closing Working Capital Statement and Section 481 Inventory Adjustment (and response The Purchaser shall provide to the Objection by Purchaser, if applicable), Seller and its accountants shall have reasonable Vendors access to the work papers of Purchaser all information and its accountants (subject to the reviewing parties executing any necessary waivers or indemnifications records required by Purchaser’s accountants) as well as the accountants, finance personnel Vendors to review and other books assess the accuracy and records of Purchaser relevant to the review completeness of the Closing Working Capital Statement Date Balance Sheet and Section 481 Inventory Adjustmentthe Actual Closing Payroll. If Seller reasonably determines that If, in the Vendors’ reasonable judgment, either the Closing Working Capital Statement Date Balance Sheet or the Actual Closing Payroll was not prepared or determined in accordance with Section 2.10, the Vendors or their independent accountants (“Vendors’ Accountants”) shall have the right to object to the Closing Date Balance Sheet and/or the Section 481 Inventory Adjustment have not been prepared in the manner set forth in Section 3.01 of the Disclosure Letter for the Actual Closing Working Capital Statement or Section 8.06(k) for the Section 481 Inventory AdjustmentPayroll, Seller shall inform Purchaser in writing (an “Objection”)as applicable, setting forth a specific description of the basis of the Objection and the adjustments to the amount of the Closing Working Capital or change in the Section 481 Inventory Adjustment that Seller believes should be made, which Objection must be delivered to Purchaser on or before the last day of within such 30-day period. Purchaser shall then have thirty (30) days to review and respond day period. Any such objection (the “Objection Notice”) shall be made in writing to the Objection. The parties Purchaser and shall attempt set forth in good faith reasonable detail those items or amounts as to reach an agreement with respect to any matters in disputewhich the Vendors disagree. If the parties are unable to resolve all of their disagreements with respect Vendors do not deliver the applicable Objection Notice prior to the determination end of the foregoing items within such thirty (30) days following the delivery of Purchaser’s response to the Objectionday period, they shall refer their remaining differences to a nationally recognized independent public accounting firm as mutually agreed to by the parties (the “CPA Firm”), which shall, acting as experts and not as arbitrators, determine in accordance with this Agreement, and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Working Capital or change in the Section 481 Inventory Adjustment requires adjustment. Each party shall submit to the CPA Firm its position with respect to the adjustments to the amount of the Closing Working Capital and/or the change in the Section 481 Inventory Adjustment, as applicable. The parties shall direct the CPA Firm to use its best efforts to render its determination within thirty (30) days after such submission. The CPA Firm’s determination shall be conclusive and binding upon Purchaser and Seller. Seller shall pay a portion of the fees and disbursements of the CPA Firm equal to 100% multiplied by a fraction the numerator of which is the dollar amount of the Objections submitted to the CPA Firm that are resolved in favor of Purchaser (that being the difference between the CPA Firm’s determination and Seller’s determination) and the denominator of which is the total amount of Objections submitted to the CPA Firm (that being the sum total by which Purchaser’s determination and Seller’s determination differ from the determination of the CPA Firm). Purchaser shall pay that portion of the fees and disbursements of the CPA Firm that Seller is not required to pay hereunder. Purchaser and Seller shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants (subject to the CPA Firm executing any such waivers or indemnifications required by the parties’ accountants)) relating to the Closing Working Capital Statement and all other items reasonably requested by the CPA Firm. The “Final Working Capital Statement” shall be deemed to be (i) Working Capital shall equal the Working Capital figure set forth in the Closing Working Capital Statement if no Objection is Date Balance Sheet delivered to the Vendors by Seller with respect thereto during the thirty-day period specified abovePurchaser, or and (ii) if an Objection is delivered by Seller with respect thereto within the 30-day period following delivery of Actual Closing Payroll shall equal the Closing Balance Sheet by Purchaser to Seller, the Closing Working Capital Statement, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm; and the “Final Section 481 Inventory Adjustment” shall be deemed to be (i) the Section 481 Inventory Adjustment as amount determined by Purchaser if no Objection is delivered by Seller with respect thereto during the thirty-day period specified above, or (ii) if an Objection is delivered by Seller with respect thereto within the 30-day period following delivery of the Closing Balance Sheet by Purchaser to Seller, the Section 481 Inventory Adjustment, as adjusted by either (A) the agreement of the parties or (B) the CPA FirmPurchaser. (b) In reviewing any Objection, the event of a dispute or disagreement relating to the Closing Date Balance Sheet and/or the determination of the Actual Closing Payroll which the Purchaser and its accountants the Vendors are unable to resolve within the thirty (30) day period following the delivery of the Objection Notice, the Purchaser and the Vendors shall have access submit those issues in dispute to the work papers office of Seller a nationally recognized Canadian audit firm selected by mutual agreement of Horizon International and the Purchaser, acting reasonably, and who has no prior relationship to any of the Parties (or, if such firm refuses the engagement, to another generally recognized firm in Canada selected by mutual agreement of Horizon International and the Purchaser, acting reasonably (hereinafter, the “Auditor”). The Auditor shall, as soon as practicable but in no event later than forty-five (45) days following submission of the dispute by Horizon International and the Purchaser, provide its accountants (subject to decision regarding any disputed issues and, if necessary, prepare a revised Closing Date Balance Sheet and the reviewing party executing any necessary waivers or indemnifications required by Seller’s accountants). (c) If the Closing calculation of Working Capital and/or the determination of the Actual Closing Payroll, as reflected applicable, which shall be final and binding on the Final Working Capital Statement is less Parties. The Auditor shall be instructed to use every reasonable effort to perform its services as soon as possible, but in no event later than forty-five (45) days following submission of the Target Working Capital, then dispute. The fees and expenses of the Purchase Price will Auditor shall be decreased paid jointly by the shortfall Vendors and the Purchaser. The Purchaser and the Vendors agree that they will, and agree to cause their respective independent accountants, to reasonably cooperate and assist in the Closing Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Seller shall make payment in immediately available funds to Purchaser equal to such shortfall. If the Closing Working Capital as reflected on the Final Working Capital Statement is more than the Target Working Capital, then the Purchase Price will be increased by such excess preparation of the Closing Working Capital on a dollar-for-dollar basis and, within ten (10) Business Days following the date on which the Closing Working Capital Statement is deemed to be the Final Working Capital Statement, Purchaser shall make payment in immediately available funds to Seller equal to such excess. (d) The parties agree that any obligations that will be paid by Seller or its Affiliates (other than the Company), including any obligations specifically retained by Seller or its Affiliates (other than the Company) under the terms of this Agreement, shall be excluded from the Closing Date Balance Sheet, in the Closing calculation of the Working Capital Statement and the Final Working Capital StatementCapital, and shall therefore be excluded from in the determination of the Actual Closing Working CapitalPayroll, in the calculation of any adjustments to the Purchase Price, and in the conduct of the audits and reviews referred to in this Section 2.11, including the making available, during reasonable business hours and to the extent necessary, of books, records, work papers and personnel.