Common use of Base Purchase Price Adjustment Clause in Contracts

Base Purchase Price Adjustment. (a) For the purpose of determining the Purchase Price and the Base Purchase Price payable at Closing, not less than five (5) Business Days prior to the Closing Date, the Seller shall cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth a good faith estimate of the Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”) and the Estimated Cash, including the components and calculation thereof determined in accordance with this Section 2.05. The Estimated Closing Statement shall be subject to review by Buyer, and the Parties shall cooperate in good faith to resolve any dispute regarding the Estimated Closing Statement prior to the Closing; provided, however, that if any item of dispute regarding the Estimated Closing Statement and the calculations set forth therein is not resolved by agreement in writing among the Parties by the second Business Day prior to the Closing Date, then the Seller’s estimate of such disputed item, together with any resolved disputed items, shall be used solely for purposes of determining the Estimated Net Working Capital and Estimated Cash. (b) The Estimated Closing Statement shall be used to determine the Base Purchase Price payable at Closing as follows: (i) To the extent the Estimated Net Working Capital is greater than the Target Net Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Excess Amount”), the Base Purchase Price payable at Closing, shall be increased by the amount of the Estimated Net Working Capital Excess Amount. (ii) To the extent the Estimated Net Working Capital is less than the Target Net Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Deficiency Amount”), the Base Purchase Price payable at Closing, shall be reduced by the amount of the Estimated Net Working Capital Deficiency Amount. (iii) The Base Purchase Price shall be increased by an amount equal to the Estimated Cash. (c) Within ninety (90) days following the Closing Date, Buyer shall cause to be prepared and delivered to the Seller a statement (the “Final Closing Statement”) setting forth the actual Net Working Capital as of the Effective Time (the “Final Net Working Capital”), and the Final Cash, including the components and calculation thereof, and the difference, if any, between (i) the Estimated Net Working Capital and the Final Net Working Capital (the amount of such difference being referred to as the “Final Working Capital Adjustment”), and (ii) the Estimated Cash and the Final Cash (the amount of such difference being referred to as the “Final Cash Adjustment”). If the Final Closing Statement reflects a difference between the Estimated Net Working Capital and the amount of the Final Net Working Capital or a difference between the Estimated Cash and Final Cash, the Seller shall have twenty (20) calendar days following the receipt of the Final Closing Statement to review the components and calculation of the Final Net Working Capital and Final Cash. During such twenty (20) calendar day period, Buyer shall provide Seller and its legal and accounting advisors with reasonable access, during normal business hours to all Books and Records of the Business used in the calculation of the Final Net Working Capital and Final Cash. If the Seller objects to any portion of the Final Net Working Capital or Final Cash and Buyer’s calculation of the amounts set forth therein, the Seller may send notice to Buyer specifying the reasons for the Seller’s objections (the “Objection Notice”) no later than 5:00 p.m., Houston, Texas time, on the final day of such twenty (20) calendar day period. The failure of the Seller to send the Objection Notice within such twenty (20) calendar day period shall be deemed to be an acceptance by Seller of the Final Working Capital Adjustment and Final Cash Adjustment. If Buyer and Seller agree on all matters in the Final Closing Statement and the calculation of the Final Net Working Capital and Final Cash, or if the Seller otherwise fails to timely object to such matters, then: (i) if the Final Net Working Capital is greater than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, to the Seller within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Working Capital Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; (ii) if the Final Net Working Capital is less than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to Buyer, within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Working Capital Adjustment, an amount in cash equal to the Final Working Capital Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer; and (iii) if the Final Cash is greater than the Estimated Cash, the Final Cash Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, to the Seller within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; and (iv) if the Final Cash is less than the Estimated Cash, the Final Cash Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to Buyer, within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, an amount in cash equal to the Final Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer. (d) In the event the Seller has provided a timely Objection Notice to Buyer, and the Seller and Buyer are unable to agree on the calculations set forth in the Final Closing Statement within fifteen (15) calendar days after receipt by Buyer of such Objection Notice, such dispute between the Seller and Buyer with respect to such calculations and the Final Working Capital Adjustment and Final Cash Adjustment shall be resolved by a nationally recognized accounting firm reasonably acceptable to the Seller and Buyer who shall not be Deloitte & Touche LLP or the Seller’s accounting firm (the “Accounting Arbitrator”), whose determination shall be final and binding on Buyer and the Seller absent fraud or manifest error. The Accounting Arbitrator shall be engaged within fifteen (15) calendar days after the expiration of the fifteen (15) calendar day period following delivery of the Objection Notice. If either Buyer or the Seller fails to take action with respect to any matter referred to in the previous sentences of this Section 2.05(d), then if Buyer has failed to take action, the Seller, or if the Seller has failed to take action, Buyer, may engage the Accounting Arbitrator on behalf of all Parties. Buyer and the Seller each shall provide the Accounting Arbitrator with their respective determinations of the Final Net Working Capital, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment. The Accounting Arbitrator shall make an independent determination of Final Net Working Capital, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment, as applicable, which determination shall be based on whether such amounts have been calculated in accordance with the standards set forth in this Agreement, and the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator shall make its determination based solely on presentations and supporting material provided by Buyer and the Seller and not pursuant to any independent review. In no event shall the Accounting Arbitrator’s determination be outside of the range of amounts claimed by the respective parties with respect to those items in dispute. Any required payments by Buyer to the Seller, on the one hand, or by the Seller to Buyer, on the other hand, based on the determination shall be made within three (3) Business Days following the final resolution of such dispute by the Parties, or the Accounting Arbitrator, as applicable. All fees and expenses of the Accounting Arbitrator shall be paid by the Party whose proposed Final Net Working Capital and Final Cash is farthest from the Final Net Working Capital and Final Cash determined by such Accounting Arbitrator. Any dispute as to which Party’s proposed Final Net Working Capital and Final Cash is closest to the Final Net Working Capital and Final Cash determined by the Accounting Arbitrator shall be resolved by the Accounting Arbitrator and shall be specified in the final report prepared by such Accounting Arbitrator. Each of Buyer and the Seller shall pay their respective advisor’s fees, charges and expenses incurred by such Person in connection with the dispute. (e) For purposes of this Agreement, “Net Working Capital” shall (i) be calculated as of the Effective Time and (ii) mean the amount equal to the Current Assets included in the Purchased Assets minus the Current Liabilities included in the Assumed Liabilities. “Current Assets” shall mean, subject to the adjustments set forth below, the current assets of the Seller as of the Effective Time comprised of (i) Accounts Receivable, net of allowances for doubtful accounts; (ii) unbilled revenues; (iii) inventories; (iv) prepaid product costs and deposits; and (v) prepaid expenses assigned to Buyer. “Current Liabilities” shall mean, subject to the adjustments set forth herein, (i) the current liabilities of the Seller as of the Effective Time comprised of (x) accounts payable; (y) accrued liabilities; and (z) customer deposits, and (ii) accrued property Taxes imposed on the Purchased Assets as prorated to the Buyer pursuant to Section 2.10. Subject to the adjustments set forth below, Current Assets and Current Liabilities shall be computed in accordance with GAAP on a basis consistent with the Financial Statements. Notwithstanding the foregoing, for purposes of calculating the Net Working Capital, the Current Assets and the Current Liabilities shall not include:

Base Purchase Price Adjustment. (a) For It is the purpose intent of determining the Purchase Price Parties hereto that: (A) Company shall have a Closing Cash Amount and the Base Purchase Price payable at Closing, not collectible Closing Accounts Receivable in an amount no less than five $600,000, which shall consist of (5B) Business Days prior to the Closing Accounts Payable shall not exceed $155,000. (b) Within 145 days of the month end following Closing Date, the Seller Buyer or its nominee shall cause to be prepared and delivered to Buyer prepare a statement (the “Estimated Closing Operating Working Capital Balance Statement”) setting forth a good faith estimate calculating (i) the amount of the Net Working Capital as Closing Accounts Receivable that have not been paid to Company during the 120 day period following the end of the Effective Time (the “Estimated Net Working Capital”) and the Estimated Cash, including the components and calculation thereof determined in accordance with this Section 2.05. The Estimated Closing Statement shall be subject to review by Buyer, and the Parties shall cooperate in good faith to resolve any dispute regarding the Estimated Closing Statement prior to the Closing; provided, however, that if any item of dispute regarding the Estimated Closing Statement and the calculations set forth therein is not resolved by agreement in writing among the Parties by the second Business Day prior to month following the Closing Date, then and (ii) based on the SellerClosing Balance Sheet, the amount of the Closing Accounts Payable. In this regard, payments in respect of the Closing Accounts Receivable received from a debtor will be applied to the oldest account receivable owing by that debtor unless otherwise specified by the debtor. Buyer shall keep Sellers Representative informed of progress in collecting the Closing Accounts Receivable and permit Sellers Representative or his nominee to participate in such collection efforts. Buyer agrees to cause Company to use commercially reasonable efforts consistent with Company’s estimate past practices to collect the Closing Accounts Receivable. For the purposes of the Operating Working Capital Balance Statement, such disputed itemamounts of Closing Accounts Receivable that have not been paid to Company during such 120 day period shall be deducted from the Accounts Receivable Amount as set forth in the Closing Balance Sheet (such net amount, together the “Collectible Accounts Receivable Amount”). The Buyer shall provide to the Sellers Representative, for his review, copies of all working papers of the Buyer and its nominee resulting from, or used in connection with, the preparation of the Operating Working Capital Balance Statement as contemplated in this Article 2, and shall permit representatives of the Seller to be present during its preparation of the Operating Working Capital Balance Statement. Subject to Section 2.6, a final version of the Operating Working Capital Balance Statement resulting from such review shall be delivered to the Sellers Representative within 145 days of the month end following the Closing Date. A draft of the Operating Working Capital Balance Statement (the “Draft OWCBS”) shall be delivered to the Sellers Representative at least fifteen (15) days prior to the delivery of the final Operating Working Capital Balance Statement and the Buyer shall, or shall cause its nominee to, meet with the Sellers Representative and the accountants of the Seller forthwith thereafter to review the Draft OWCBS as soon as possible within such 15-day period. For greater certainty, it is acknowledged that the failure of the Sellers Representative or the accountants of the Seller to object to any item in the Operating Working Capital Balance Statement shall not prevent the Seller from raising objections thereto in connection with any resolved disputed items, shall be used solely for purposes of determining the Estimated Net Working Capital and Estimated Cash. (b) The Estimated Closing Statement shall be used adjustment to determine the Base Purchase Price payable at Closing as follows:pursuant to this Section 2.4. (ic) To Subject to Section 2.6, in the extent event that the Estimated Net Operating Working Capital is greater than Balance Statement indicates that the Target Net aggregate of the Closing Cash Amount and the Collectible Accounts Receivable Amount exceeds the Operating Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Excess Balance Amount”), the Base Purchase Price payable at Closing, shall be increased adjusted upwards on a dollar-for-dollar basis by an amount equal to such excess (the amount of the Estimated Net Working Capital “Excess Amount”). Subject to Section 2.4(g), such Excess Amount shall be remitted to Xxxxxx Xxxxxxx LLP in trust for the Seller on the Adjustment Date as contemplated in Section 2.5(b). (iid) To Subject to Section 2.6, in the extent event that the Estimated Net Operating Working Capital Balance Statement indicates that the aggregate of the Closing Cash Amount and the Collectible Accounts Receivable Amount is less than the Target Net Operating Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Deficiency Balance Amount”), the Base Purchase Price payable at Closing, shall be reduced on a dollar-for-dollar basis by the amount of such deficiency (the Estimated Net Working Capital “Deficiency Amount”). Subject to Section 2.4(g), such Deficiency Amount shall be remitted to the Buyer on the Adjustment Date as contemplated in Section 2.5(b). (iiie) The Subject to Section 2.6, in the event that the Operating Working Capital Balance Statement indicates that the actual amount of the Closing Accounts Payable exceeds $155,000, the Base Purchase Price shall be reduced on a dollar-for-dollar basis by the amount by which the actual amount of the Closing Accounts Payable exceeds $155,000 (the “Excess Payables Amount”). Subject to Section 2.4(g), such Excess Payables Amount shall be remitted to the Buyer on the Adjustment Date as contemplated in Section 2.5(b). (f) Subject to Section 2.6, in the event that the Operating Working Capital Balance Statement indicates that the actual amount of the Closing Accounts Payable is less than $155,000, the Base Purchase Price shall be increased on a dollar-for-dollar basis by an the amount equal by which such actual Closing Accounts Payable is less than $155,000 (the “Reduced Payables Amount”). Subject to Section 2.4(g), the Estimated CashReduced Payables Amount shall be remitted to Xxxxxx Blaikie LLP in trust for the Seller on the Adjustment Date as contemplated in Section 2.5(b). (cg) Within ninety (90) days following Only the Closing Date, Buyer shall cause to be prepared and delivered to the Seller a statement (the “Final Closing Statement”) setting forth the actual Net Working Capital as of the Effective Time (the “Final Net Working Capital”), and the Final Cash, including the components and calculation thereof, and the difference, if any, between (i) the Estimated Net Working Capital and the Final Net Working Capital (the amount of such difference being referred to as the “Final Working Capital Adjustment”), and (ii) the Estimated Cash and the Final Cash (the amount of such difference being referred to as the “Final Cash Adjustment”). If the Final Closing Statement reflects a difference between the Estimated Net Working Capital and the net amount of the Final Net Working Capital Excess Amount, Deficiency Amount, Excess Payables Amount and Reduced Payables Amount owing by Buyer to Seller or a difference between the Estimated Cash and Final Cash, the by Seller shall have twenty (20) calendar days following the receipt of the Final Closing Statement to review the components and calculation of the Final Net Working Capital and Final Cash. During such twenty (20) calendar day period, Buyer shall provide Seller and its legal and accounting advisors with reasonable access, during normal business hours to all Books and Records of the Business used in the calculation of the Final Net Working Capital and Final Cash. If the Seller objects to any portion of the Final Net Working Capital or Final Cash and Buyer’s calculation of the amounts set forth therein, the Seller may send notice to Buyer specifying the reasons for the Seller’s objections (the “Objection Notice”) no later than 5:00 p.m., Houston, Texas time, on the final day of such twenty (20) calendar day period. The failure of the Seller to send the Objection Notice within such twenty (20) calendar day period hereunder shall be deemed to be an acceptance by Seller of the Final Working Capital Adjustment and Final Cash Adjustment. If Buyer and Seller agree on all matters in the Final Closing Statement and the calculation of the Final Net Working Capital and Final Cash, or if the Seller otherwise fails to timely object to such matters, then: (i) if the Final Net Working Capital is greater than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, payable pursuant to the Seller within three foregoing paragraphs 2.4(c) to (3) Business Days following the Seller’s acceptancef), or deemed acceptance, of the Final Working Capital Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; (ii) if the Final Net Working Capital is less than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to Buyer, within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Working Capital Adjustment, an amount in cash equal to the Final Working Capital Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer; and (iii) if the Final Cash is greater than the Estimated Cash, the Final Cash Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, to the Seller within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; and (iv) if the Final Cash is less than the Estimated Cash, the Final Cash Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to Buyer, within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, an amount in cash equal to the Final Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer. (d) In the event the Seller has provided a timely Objection Notice to Buyerinclusive, and the Seller and Buyer are unable to agree on the calculations set forth in the Final Closing Statement within fifteen (15) calendar days after receipt by Buyer of such Objection Notice, such dispute between the Seller and Buyer with respect to such calculations and the Final Working Capital Adjustment and Final Cash Adjustment shall be resolved by a nationally recognized accounting firm reasonably acceptable to the Seller and Buyer who shall not be Deloitte & Touche LLP or the Seller’s accounting firm (the “Accounting Arbitrator”), whose determination shall be final and binding on Buyer and the Seller absent fraud or manifest error. The Accounting Arbitrator shall be engaged within fifteen (15) calendar days after the expiration of the fifteen (15) calendar day period following delivery of the Objection Notice. If either Buyer or the Seller fails to take action with respect to any matter referred to in the previous sentences of this Section 2.05(d), then if Buyer has failed to take action, the Seller, or if the Seller has failed to take action, Buyer, may engage the Accounting Arbitrator on behalf of all Parties. Buyer and the Seller each shall provide the Accounting Arbitrator with their respective determinations of the Final Net Working Capital, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment. The Accounting Arbitrator shall make an independent determination of Final Net Working Capital, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment, as applicable, which determination shall be based on whether such amounts have been calculated in accordance with the standards set forth in this Agreement, and the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator shall make its determination based solely on presentations and supporting material provided by Buyer and the Seller and not pursuant to any independent review. In no event shall the Accounting Arbitrator’s determination be outside of the range of amounts claimed by the respective parties with respect to those items in dispute. Any required payments by Buyer to the Seller, on the one hand, or by the Seller to Buyer, on the other hand, based on the determination shall be made within three (3) Business Days following the final resolution of such dispute by the Parties, or the Accounting Arbitrator, as applicable. All fees and expenses of the Accounting Arbitrator shall be paid by the Party whose proposed Final Net Working Capital and Final Cash is farthest from the Final Net Working Capital and Final Cash determined by such Accounting Arbitrator. Any dispute as to which Party’s proposed Final Net Working Capital and Final Cash is closest to the Final Net Working Capital and Final Cash determined by the Accounting Arbitrator shall be resolved by the Accounting Arbitrator and shall be specified in the final report prepared by such Accounting Arbitrator. Each of Buyer and the Seller shall pay their respective advisor’s fees, charges and expenses incurred by such Person in connection with the disputeSection 2.5(b). (e) For purposes of this Agreement, “Net Working Capital” shall (i) be calculated as of the Effective Time and (ii) mean the amount equal to the Current Assets included in the Purchased Assets minus the Current Liabilities included in the Assumed Liabilities. “Current Assets” shall mean, subject to the adjustments set forth below, the current assets of the Seller as of the Effective Time comprised of (i) Accounts Receivable, net of allowances for doubtful accounts; (ii) unbilled revenues; (iii) inventories; (iv) prepaid product costs and deposits; and (v) prepaid expenses assigned to Buyer. “Current Liabilities” shall mean, subject to the adjustments set forth herein, (i) the current liabilities of the Seller as of the Effective Time comprised of (x) accounts payable; (y) accrued liabilities; and (z) customer deposits, and (ii) accrued property Taxes imposed on the Purchased Assets as prorated to the Buyer pursuant to Section 2.10. Subject to the adjustments set forth below, Current Assets and Current Liabilities shall be computed in accordance with GAAP on a basis consistent with the Financial Statements. Notwithstanding the foregoing, for purposes of calculating the Net Working Capital, the Current Assets and the Current Liabilities shall not include:

Base Purchase Price Adjustment. (a) For Seller shall, at least two (2) Business Days prior to the purpose Base Closing Date, cause to be prepared and delivered to Buyer a statement (the “Base Good Faith Statement”) setting forth Seller’s good faith estimate of determining the Purchase Price amount of (i) Base Cash as of the Base Effective Time (such estimate, the “Base Estimated Cash”) and (ii) Base Net Working Capital as of the Base Effective Time (such estimate, which may be positive or negative, the “Base Estimated Net Working Capital”). The Base Good Faith Statement shall be calculated consistently with the accounting principles set forth on Schedule 2.6(a) (the “Agreed Accounting Principles”). Buyer shall have an opportunity to review with representatives of Seller all or any part of the Base Good Faith Statement, such review to be reasonably prompt; provided, however, such review by Buyer shall in no event be a condition to the Base Closing. Subject to the confidentiality provisions of Section 6.7(a) hereof, Seller shall provide Buyer and its representatives reasonable access, during normal business hours of CS and UK CS, to all personnel, books and records of CS and UK CS as reasonably requested by Buyer to assist with Buyer’s review of the Base Good Faith Statement. Seller’s reasonable, good faith determination of the Base Estimated Cash and the Base Purchase Price payable at ClosingEstimated Net Working Capital shall be final and binding for purposes of calculating the Base Closing Payment. (b) As promptly as practicable following the Base Closing Date, not less but no later than five (5) Business Days prior to after the Base Closing Date, Buyer shall complete a physical inventory count of the inventory of CS, UK CS and the Subsidiaries as of the Base Effective Time. Such physical inventory count and related assessment by management shall be conducted in a manner consistent with Seller’s past practices of inventory determination and valuation. Buyer will provide Seller at least three (3) Business Days’ prior written notice of the date or dates on which the physical inventory count will be taken and will permit Seller to observe each physical inventory count. Seller will be entitled to receive a copy of the results of the physical inventory count and related assessment by management for each physical inventory taken as soon as practicable and such results will be used by Seller in the preparation of the Base Closing Statement described below. (c) As soon as reasonably practicable following the Base Closing Date, and in any event no later than sixty (60) days following the Base Closing Date, Seller shall cause to be prepared and delivered to Buyer a statement (the “Estimated Base Closing Statement”) setting forth a good faith estimate of the Net Working Capital reflecting (i) Base Cash as of the Effective Time (the “Estimated Base Proposed Final Cash”) and (ii) Base Net Working Capital as of the Base Effective Time, which may be positive or negative (the “Base Proposed Final Net Working Capital”). The Base Closing Statement shall be prepared consistently with the Agreed Accounting Principles. Subject to the confidentiality provisions of Section 6.7(b) hereof, each Party shall permit the other Party and the Estimated Cashits accountants to review promptly upon request, on-site or otherwise, during normal business hours, all records reasonably necessary, including the components as reported Financial Statements, for the preparation by Seller of such Base Closing Statement and to take copies of the same. (d) If Buyer has a dispute with respect to the preparation or content of the Base Closing Statement, Buyer shall deliver to Seller a Notice of Dispute not more than forty-five (45) days after the date Buyer receives the Base Closing Statement. Buyer shall be deemed to have agreed with all items and amounts contained in the Base Closing Statement that are not set forth in the Notice of Dispute. If Buyer fails to deliver a Notice of Dispute within such forty-five (45) day period, Buyer shall be deemed to have accepted the Base Proposed Final Cash and the Base Proposed Final Net Working Capital as set forth in the Base Closing Statement. Upon receipt of any Notice of Dispute, Seller and Buyer shall promptly consult with each other with respect to the specified points of disagreement in an effort to resolve such dispute. Seller and Buyer shall have thirty (30) days after Seller receives the Notice of Dispute to resolve any such dispute (the “Resolution Period”). If Seller and Buyer fail to resolve such dispute during the Resolution Period, then Seller and Buyer shall promptly (and in any event within thirty (30) days) refer the dispute to a mutually agreeable arbiter (the “Arbiter”). The Arbiter shall finally resolve, as soon as practicable, and in any event within thirty (30) days after the referral of the dispute to the Arbiter, all points of disagreement with respect to the Base Closing Statement (which may include any and all items set forth in the Notice of Dispute). Each of Seller and Buyer (or their respective designees) shall be permitted to submit a proposed calculation thereof of Base Cash and Base Net Working Capital, each as of the Base Effective Time, and applicable supporting documentation and to make a presentation to the Arbiter in connection with the resolution of such dispute, and, without the mutual agreement of Seller and Buyer, the Arbiter shall not rely on or consider any other documents, materials, presentations or evidence (other than the plain language of this Agreement) in making its determination. The Arbiter shall apply the terms of Section 2.6 of this Agreement (including Schedule 2.6(a)), and shall otherwise conduct the arbitration under such procedures as Seller and Buyer may agree or, failing such agreement, under the then prevailing Commercial Rules of the American Arbitration Association; provided, however, that the Arbiter’s final resolution must be within the range of values submitted by Seller and Buyer. Each of Seller and Buyer shall bear its own expenses in connection with the arbitration. Notwithstanding the preceding sentence, the fees and expenses of the Arbiter incurred in connection with the arbitration of the Base Closing Statement shall be allocated between Seller and Buyer by the Arbiter in proportion to the extent either Seller or Buyer did not prevail on items in dispute with respect to the Base Closing Statement; provided that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section 2.6, the other Party’s outside counsel or outside accounting fees. All determinations by the Arbiter shall be final, conclusive and binding with respect to the Base Closing Statement as of the Base Effective Time and the allocation of arbitration fees and expenses, in the absence of fraud or manifest error. The amount of Base Cash as of the Base Effective Time as finally determined in accordance with the terms of this Section 2.6(d) shall be referred to as the “Base Final Cash.” The amount of Base Net Working Capital as of the Base Effective Time as finally determined in accordance with the terms of this Section 2.6(d), which may be positive or negative, shall be referred to as the “Base Final Net Working Capital.” The date on which the Base Final Cash and Base Final Net Working Capital are finally determined in accordance with this Section 2.05. The Estimated Closing Statement shall be subject to review by Buyer, and the Parties shall cooperate in good faith to resolve any dispute regarding the Estimated Closing Statement prior to the Closing; provided, however, that if any item of dispute regarding the Estimated Closing Statement and the calculations set forth therein 2.6(d) is not resolved by agreement in writing among the Parties by the second Business Day prior to the Closing Date, then the Seller’s estimate of such disputed item, together with any resolved disputed items, shall be used solely for purposes of determining the Estimated Net Working Capital and Estimated Cash. (b) The Estimated Closing Statement shall be used to determine the Base Purchase Price payable at Closing as follows: (i) To the extent the Estimated Net Working Capital is greater than the Target Net Working Capital (such difference being herein hereinafter referred to as the “Estimated Net Working Capital Excess AmountBase Determination Date.”), the Base Purchase Price payable at Closing, shall be increased by the amount of the Estimated Net Working Capital Excess Amount. (ii) To the extent the Estimated Net Working Capital is less than the Target Net Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Deficiency Amount”), the Base Purchase Price payable at Closing, shall be reduced by the amount of the Estimated Net Working Capital Deficiency Amount. (iii) The Base Purchase Price shall be increased by an amount equal to the Estimated Cash. (c) Within ninety (90) days following the Closing Date, Buyer shall cause to be prepared and delivered to the Seller a statement (the “Final Closing Statement”) setting forth the actual Net Working Capital as of the Effective Time (the “Final Net Working Capital”), and the Final Cash, including the components and calculation thereof, and the difference, if any, between (i) the Estimated Net Working Capital and the Final Net Working Capital (the amount of such difference being referred to as the “Final Working Capital Adjustment”), and (ii) the Estimated Cash and the Final Cash (the amount of such difference being referred to as the “Final Cash Adjustment”). If the Final Closing Statement reflects a difference between the Estimated Net Working Capital and the amount of the Final Net Working Capital or a difference between the Estimated Cash and Final Cash, the Seller shall have twenty (20) calendar days following the receipt of the Final Closing Statement to review the components and calculation of the Final Net Working Capital and Final Cash. During such twenty (20) calendar day period, Buyer shall provide Seller and its legal and accounting advisors with reasonable access, during normal business hours to all Books and Records of the Business used in the calculation of the Final Net Working Capital and Final Cash. If the Seller objects to any portion of the Final Net Working Capital or Final Cash and Buyer’s calculation of the amounts set forth therein, the Seller may send notice to Buyer specifying the reasons for the Seller’s objections (the “Objection Notice”) no later than 5:00 p.m., Houston, Texas time, on the final day of such twenty (20) calendar day period. The failure of the Seller to send the Objection Notice within such twenty (20) calendar day period shall be deemed to be an acceptance by Seller of the Final Working Capital Adjustment and Final Cash Adjustment. If Buyer and Seller agree on all matters in the Final Closing Statement and the calculation of the Final Net Working Capital and Final Cash, or if the Seller otherwise fails to timely object to such matters, then: (i) if the Final Net Working Capital is greater than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, to the Seller within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Working Capital Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; (ii) if the Final Net Working Capital is less than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to Buyer, within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Working Capital Adjustment, an amount in cash equal to the Final Working Capital Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer; and (iii) if the Final Cash is greater than the Estimated Cash, the Final Cash Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, to the Seller within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; and (iv) if the Final Cash is less than the Estimated Cash, the Final Cash Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to Buyer, within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, an amount in cash equal to the Final Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer. (d) In the event the Seller has provided a timely Objection Notice to Buyer, and the Seller and Buyer are unable to agree on the calculations set forth in the Final Closing Statement within fifteen (15) calendar days after receipt by Buyer of such Objection Notice, such dispute between the Seller and Buyer with respect to such calculations and the Final Working Capital Adjustment and Final Cash Adjustment shall be resolved by a nationally recognized accounting firm reasonably acceptable to the Seller and Buyer who shall not be Deloitte & Touche LLP or the Seller’s accounting firm (the “Accounting Arbitrator”), whose determination shall be final and binding on Buyer and the Seller absent fraud or manifest error. The Accounting Arbitrator shall be engaged within fifteen (15) calendar days after the expiration of the fifteen (15) calendar day period following delivery of the Objection Notice. If either Buyer or the Seller fails to take action with respect to any matter referred to in the previous sentences of this Section 2.05(d), then if Buyer has failed to take action, the Seller, or if the Seller has failed to take action, Buyer, may engage the Accounting Arbitrator on behalf of all Parties. Buyer and the Seller each shall provide the Accounting Arbitrator with their respective determinations of the Final Net Working Capital, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment. The Accounting Arbitrator shall make an independent determination of Final Net Working Capital, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment, as applicable, which determination shall be based on whether such amounts have been calculated in accordance with the standards set forth in this Agreement, and the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator shall make its determination based solely on presentations and supporting material provided by Buyer and the Seller and not pursuant to any independent review. In no event shall the Accounting Arbitrator’s determination be outside of the range of amounts claimed by the respective parties with respect to those items in dispute. Any required payments by Buyer to the Seller, on the one hand, or by the Seller to Buyer, on the other hand, based on the determination shall be made within three (3) Business Days following the final resolution of such dispute by the Parties, or the Accounting Arbitrator, as applicable. All fees and expenses of the Accounting Arbitrator shall be paid by the Party whose proposed Final Net Working Capital and Final Cash is farthest from the Final Net Working Capital and Final Cash determined by such Accounting Arbitrator. Any dispute as to which Party’s proposed Final Net Working Capital and Final Cash is closest to the Final Net Working Capital and Final Cash determined by the Accounting Arbitrator shall be resolved by the Accounting Arbitrator and shall be specified in the final report prepared by such Accounting Arbitrator. Each of Buyer and the Seller shall pay their respective advisor’s fees, charges and expenses incurred by such Person in connection with the dispute. (e) For purposes of this Agreement, “Net Working Capital” shall (i) be calculated as of the Effective Time and (ii) mean the amount equal to the Current Assets included in the Purchased Assets minus the Current Liabilities included in the Assumed Liabilities. “Current Assets” shall mean, subject to the adjustments set forth below, the current assets of the Seller as of the Effective Time comprised of (i) Accounts Receivable, net of allowances for doubtful accounts; (ii) unbilled revenues; (iii) inventories; (iv) prepaid product costs and deposits; and (v) prepaid expenses assigned to Buyer. “Current Liabilities” shall mean, subject to the adjustments set forth herein, (i) the current liabilities of the Seller as of the Effective Time comprised of (x) accounts payable; (y) accrued liabilities; and (z) customer deposits, and (ii) accrued property Taxes imposed on the Purchased Assets as prorated to the Buyer pursuant to Section 2.10. Subject to the adjustments set forth below, Current Assets and Current Liabilities shall be computed in accordance with GAAP on a basis consistent with the Financial Statements. Notwithstanding the foregoing, for purposes of calculating the Net Working Capital, the Current Assets and the Current Liabilities shall not include:

Base Purchase Price Adjustment. (a) For the purpose of determining the The Working Capital Base Purchase Price Adjustment shall be either: (i) the amount, if any, by which the Closing Net Working Capital exceeds the Benchmark Net Working Capital calculated in SCHEDULE 2.4(a), which amount will increase the Base Purchase Price, or (ii) the amount, if any, by which Benchmark Net Working Capital exceeds Closing Net Working Capital, which amount will decrease the Base Purchase Price. Fintube's methodology in computing its reserves and accruals has been reviewed by Purchaser and is acceptable to Purchaser. The IRB Debt Base Purchase Price Adjustment shall be the amount, if any, of the IRB Debt assumed by Purchaser on the Closing Date, which amount will decrease the Base Purchase Price. The Working Capital Base Purchase Price Adjustment and the IRB Debt Base Purchase Price Adjustment are collectively called the Base Purchase Price payable at Closing, not less than five Adjustment (5"BASE PURCHASE PRICE ADJUSTMENT"). (b) Business Days At least four (4) business days prior to the Closing Date, the Seller Fintube shall cause deliver to be prepared and delivered to Buyer Lone Star a statement (the “Estimated Closing Statement”"ESTIMATED ADJUSTMENT STATEMENT") setting forth a reflecting the Sellers' best good faith estimate estimate, after consultation with Lone Star, of: (i) the Closing Net Working Capital; and (ii) the amount of the Net Working Capital Base Purchase Price Adjustment. The Estimated Adjustment Statement shall set forth in reasonable detail the calculation of the Sellers' estimates of the amounts referred to in clauses (i) and (ii) above and, based thereon, a calculation of the estimated Base Purchase Price Adjustment (the "ESTIMATED BASE PURCHASE PRICE ADJUSTMENT"). The payment to be made by the Purchaser pursuant to Section 2.3 hereof at the Closing shall be an amount equal to the Base Purchase Price ($82,000,000) plus or minus the Estimated Base Purchase Price Adjustment, as the case may be. (c) Within fifteen (15) days after the Closing Date, Fintube and its independent public accountants shall prepare and deliver to all Parties a draft of a statement (the "DRAFT CLOSING STATEMENT") consisting of the audited balance sheet of the Business as of the Effective Time (Closing Date, prepared in accordance with GAAP. The Draft Closing Statement shall set forth the “Estimated Closing Net Working Capital”) , as of the Closing Date. The Draft Closing Statement shall also set forth in reasonable detail a calculation of the actual Base Purchase Price Adjustment (the "ACTUAL BASE PURCHASE PRICE ADJUSTMENT"); and a calculation of the post-closing payment to be paid by Purchaser to Fintube, or by Fintube to Purchaser, as the case may be, resulting from the foregoing calculations, after consideration of the Estimated CashBase Purchase Price Adjustment paid at Closing, including (the components and calculation thereof determined in accordance with this Section 2.05"POST-CLOSING PAYMENT"). The Estimated fees and expenses of Fintube's independent public accountants in connection with the Draft Closing Statement shall be subject borne by Fintube. Promptly after its receipt of the Draft Closing Statement, Purchaser shall engage a "Big Five" firm of independent public accountants to review the Draft Closing Statement and, within thirty (30) days after Purchaser's receipt of the Draft Closing Statement, to propose such revisions therein as are required by BuyerGAAP. Within the fifteen (15) day period immediately following Fintube's receipt of the proposed revisions from Purchaser's independent public accountants, Fintube and the Parties Purchaser shall cooperate meet and endeavor in good faith to resolve any dispute regarding agree on the Estimated final closing statement (the "CLOSING STATEMENT"). The fees and expenses of Purchaser's independent public accountants shall be borne by Purchaser. If Fintube and Purchaser are unable to agree on and finalize the Closing Statement prior within such fifteen (15) day period, Fintube and Purchaser shall on such fifteenth (15th) day agree on another "Big Five" firm of independent public accountants to review the Closing; provided, however, that if any item of dispute regarding the Estimated Draft Closing Statement and the calculations set forth therein is not resolved by agreement in writing among proposed revisions thereto and, within thirty (30) days after the Parties by the second Business Day prior engagement of such firm, to issue the Closing Date, then the Seller’s estimate of such disputed item, together with any resolved disputed items, shall be used solely for purposes of determining the Estimated Net Working Capital and Estimated Cash. (b) The Estimated Statement. Such Closing Statement shall be used final and binding on Fintube and Purchaser and shall not be subject to arbitration or further appeal. The fees and expenses of the third, mutually engaged firm of independent public accountants shall be borne equally by Fintube and Purchaser. Both Fintube and Purchaser will cooperate with each of the independent public accountants and provide such accountants with the information necessary to prepare the Closing Statement together with the information relating thereto. Sellers and Purchaser shall use their individual and collective best efforts to cause all such independent public accountants to determine the Base Purchase Price payable at Closing Statement as follows: soon as is reasonably practicable after the Closing. The Party owing the Post-Closing Payment shall deliver the Post-Closing Payment by wire transfer of immediately available funds or by any other manner reasonably acceptable to the other Party, no later than ten (i10) To days after the extent date on which the Estimated Net Working Capital is greater than the Target Net Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Excess Amount”), the Base Purchase Price payable at Closing, shall be increased by the amount determination of the Estimated Net Working Capital Excess AmountPost-Closing Payment is finally made. (ii) To the extent the Estimated Net Working Capital is less than the Target Net Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Deficiency Amount”), the Base Purchase Price payable at Closing, shall be reduced by the amount of the Estimated Net Working Capital Deficiency Amount. (iiid) The Base Purchase Price Post-Closing Payment, or any unpaid portion thereof, payable pursuant to clause (c) of this Section 2.4, shall be increased by an amount equal to the Estimated Cash. (c) Within ninety (90) days following interest thereon at a rate equal to 8% per annum, compounded annually, from the Closing Date, Buyer shall cause to be prepared and delivered to the Seller a statement (the “Final Closing Statement”) setting forth the actual Net Working Capital as of the Effective Time (the “Final Net Working Capital”), and the Final Cash, including the components and calculation thereof, and the difference, if any, between (i) the Estimated Net Working Capital and the Final Net Working Capital (the amount of such difference being referred to as the “Final Working Capital Adjustment”), and (ii) the Estimated Cash and the Final Cash (the amount of such difference being referred to as the “Final Cash Adjustment”). If the Final Closing Statement reflects a difference between the Estimated Net Working Capital and the amount of the Final Net Working Capital or a difference between the Estimated Cash and Final Cash, the Seller shall have twenty (20) calendar days following the receipt of the Final Closing Statement to review the components and calculation of the Final Net Working Capital and Final Cash. During such twenty (20) calendar day period, Buyer shall provide Seller and its legal and accounting advisors with reasonable access, during normal business hours to all Books and Records of the Business used in the calculation of the Final Net Working Capital and Final Cash. If the Seller objects to any portion of the Final Net Working Capital or Final Cash and Buyer’s calculation of the amounts set forth therein, the Seller may send notice to Buyer specifying the reasons for the Seller’s objections (the “Objection Notice”) no later than 5:00 p.m., Houston, Texas time, on the final day of such twenty (20) calendar day period. The failure of the Seller to send the Objection Notice within such twenty (20) calendar day period shall be deemed to be an acceptance by Seller of the Final Working Capital Adjustment and Final Cash Adjustment. If Buyer and Seller agree on all matters in the Final Closing Statement and the calculation of the Final Net Working Capital and Final Cash, or if the Seller otherwise fails to timely object to such matters, then: (i) if the Final Net Working Capital is greater than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, to the Seller within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Working Capital Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; (ii) if the Final Net Working Capital is less than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to Buyer, within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Working Capital Adjustment, an amount in cash equal to the Final Working Capital Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer; and (iii) if the Final Cash is greater than the Estimated Cash, the Final Cash Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, to the Seller within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; and (iv) if the Final Cash is less than the Estimated Cash, the Final Cash Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to Buyer, within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, an amount in cash equal to the Final Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer. (d) In the event the Seller has provided a timely Objection Notice to Buyer, and the Seller and Buyer are unable to agree on the calculations set forth in the Final Closing Statement within fifteen (15) calendar days after receipt by Buyer of such Objection Notice, such dispute between the Seller and Buyer with respect to such calculations and the Final Working Capital Adjustment and Final Cash Adjustment shall be resolved by a nationally recognized accounting firm reasonably acceptable to the Seller and Buyer who shall not be Deloitte & Touche LLP or the Seller’s accounting firm (the “Accounting Arbitrator”), whose determination shall be final and binding on Buyer and the Seller absent fraud or manifest error. The Accounting Arbitrator shall be engaged within fifteen (15) calendar days after the expiration of the fifteen (15) calendar day period following delivery of the Objection Notice. If either Buyer or the Seller fails to take action with respect to any matter referred to in the previous sentences of this Section 2.05(d), then if Buyer has failed to take action, the Seller, or if the Seller has failed to take action, Buyer, may engage the Accounting Arbitrator on behalf of all Parties. Buyer and the Seller each shall provide the Accounting Arbitrator with their respective determinations of the Final Net Working Capital, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment. The Accounting Arbitrator shall make an independent determination of Final Net Working Capital, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment, as applicable, which determination shall be based on whether such amounts have been calculated in accordance with the standards set forth in this Agreement, and the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator shall make its determination based solely on presentations and supporting material provided by Buyer and the Seller and not pursuant to any independent review. In no event shall the Accounting Arbitrator’s determination be outside of the range of amounts claimed by the respective parties with respect to those items in dispute. Any required payments by Buyer to the Seller, on the one hand, or by the Seller to Buyer, on the other hand, based on the determination shall be made within three (3) Business Days following the final resolution of such dispute by the Parties, or the Accounting Arbitrator, as applicable. All fees and expenses of the Accounting Arbitrator shall be paid by the Party whose proposed Final Net Working Capital and Final Cash is farthest from the Final Net Working Capital and Final Cash determined by such Accounting Arbitrator. Any dispute as to which Party’s proposed Final Net Working Capital and Final Cash is closest to the Final Net Working Capital and Final Cash determined by the Accounting Arbitrator shall be resolved by the Accounting Arbitrator and shall be specified in the final report prepared by such Accounting Arbitrator. Each of Buyer and the Seller shall pay their respective advisor’s fees, charges and expenses incurred by such Person in connection with the disputeDate until actually paid. (e) For purposes of this Agreement, “Net Working Capital” shall (i) be calculated as In connection with the preparation of the Effective Time Estimated Adjustment Statement and the Draft Closing Statement, the preparing Party shall provide the other Party (ii) mean the amount equal and its respective advisors and representatives), prior to the Current Assets included delivery of the relevant statement, with reasonable access (in each case subject to receipt of reasonable advance notice and during normal business hours) to work papers related to the Purchased Assets minus calculation of Estimated Base Purchase Price Adjustment and the Current Liabilities included Actual Base Purchase Price Adjustment, and to all books and records that are required to verify the same, and with an opportunity to comment on the same prior to the finalization of the statement. With respect to the Estimated Adjustment Statement, Fintube will provide such access and opportunity to comment no later than four (4) business days prior to the Closing Date. At all times prior to the final determination of the Post-Closing Payment, Purchaser and Fintube will cooperate with each other in connection with matters contemplated by this Section 2.4. (f) Except to the extent Purchaser, at its option, elects to assume the IRB Debt, Purchaser's assumption of the Assumed Liabilities. “Current Assets” shall mean, subject to the adjustments set forth Liabilities (defined below, the current assets of the Seller as of the Effective Time comprised of (i) Accounts Receivable, net of allowances for doubtful accounts; (ii) unbilled revenues; (iii) inventories; (iv) prepaid product costs and deposits; and (v) prepaid expenses assigned to Buyer. “Current Liabilities” shall mean, subject to the adjustments set forth herein, (i) the current liabilities of the Seller as of the Effective Time comprised of (x) accounts payable; (y) accrued liabilities; and (z) customer deposits, and (ii) accrued property Taxes imposed on the Purchased Assets as prorated to the Buyer pursuant to Section 2.10. Subject to the adjustments set forth below, Current Assets and Current Liabilities shall be computed in accordance with GAAP on a basis consistent with the Financial Statements. Notwithstanding the foregoing, for purposes of calculating the Net Working Capital, the Current Assets and the Current Liabilities shall not include:reduce the Purchase Price.

Base Purchase Price Adjustment. (a1) For the purpose of determining the Purchase Price and the The Base Purchase Price payable at Closing, not less than five (5) Business Days prior to shall be adjusted after the Closing DateDate as follows: If the amount of net assets (being the difference between assets and liabilities), the Seller shall cause to be prepared and delivered to Buyer a statement exclusive of goodwill (the “Estimated "Closing Statement”) setting forth a good faith estimate of the Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”) and the Estimated CashAssets"), including the components and calculation thereof determined in accordance with this Section 2.05. The Estimated Closing Statement shall be subject to review by Buyer, and the Parties shall cooperate in good faith to resolve any dispute regarding the Estimated Closing Statement prior to the Closing; provided, however, that if any item of dispute regarding the Estimated Closing Statement and the calculations set forth therein is not resolved by agreement in writing among the Parties by the second Business Day prior to reflected on the Closing DateBalance Sheet (as defined below), then the Seller’s estimate of such disputed item, together with any resolved disputed items, shall be used solely for purposes of determining the Estimated Net Working Capital and Estimated Cash. (b) The Estimated Closing Statement shall be used to determine the Base Purchase Price payable at Closing as follows: (i) To the extent the Estimated Net Working Capital is greater than the Target Net Working Capital Forty-four million five hundred thousand United States Dollars (such difference being herein referred to as the “Estimated Net Working Capital Excess Amount”$44,500,000), the Base Purchase Price payable at Closing, shall be increased by the amount of the Estimated Net Working Capital Excess Amount. (ii) To the extent the Estimated Net Working Capital is less than the Target Net Working Capital (such difference being herein referred to as the “Estimated Net Working Capital Deficiency Amount”), the Base Purchase Price payable at Closing, shall be reduced by the amount of the Estimated Net Working Capital Deficiency Amount. (iii) The Base Purchase Price shall be increased by an amount equal to the Estimated Cash. (c) Within ninety (90) days following the Closing Date, Buyer shall cause to be prepared and delivered to the Seller a statement (the “Final Closing Statement”) setting forth the actual Net Working Capital as of the Effective Time (the “Final Net Working Capital”), and the Final Cash, including the components and calculation thereof, and the difference, if any, difference between (i) the Estimated Net Working Capital and the Final Net Working Capital (the amount of such Closing Net Assets and $44,500,000. If the amount of Closing Net Assets is less than $44,500,000, the Base Purchase Price shall be decreased by an amount equal to the difference being between Closing Net Assets and $44,500,000. (This adjustment is hereinafter referred to as the “Final Working Capital "Net Assets Adjustment”), and (ii") the Estimated Cash and the Final Cash (the amount of such difference being referred to as the “Final Cash Adjustment”). If the Final Closing Statement reflects a difference between the Estimated Net Working Capital and the amount of the Final Net Working Capital or a difference between the Estimated Cash and Final Cash, the Seller shall have twenty (20) calendar days following the receipt of the Final Closing Statement to review the components and calculation of the Final Net Working Capital and Final Cash. During such twenty (20) calendar day period, The Buyer shall provide Seller and its legal and accounting advisors with reasonable access, during normal business hours to all Books and Records of the Business used in the calculation of the Final Net Working Capital and Final Cash. If the Seller objects to any portion of the Final Net Working Capital or Final Cash and Buyer’s calculation of the amounts set forth therein, the Seller may send notice to Buyer specifying the reasons for the Seller’s objections (the “Objection Notice”) no later than 5:00 p.m., Houston, Texas time, on the final day of such twenty (20) calendar day period. The failure of the Seller to send the Objection Notice within such twenty (20) calendar day period shall be deemed to be an acceptance by Seller of the Final Working Capital Adjustment and Final Cash Adjustment. If Buyer and Seller agree on all matters in the Final Closing Statement and the calculation of the Final Net Working Capital and Final Cash, or if the Seller otherwise fails to timely object to such matters, then: (i) if the Final Net Working Capital is greater than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, pay to the Seller within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Working Capital Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; (ii) if the Final Net Working Capital is less than the Estimated Net Working Capital, the Final Working Capital Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to the Buyer, within three (3) Business Days following as the Seller’s acceptance, or deemed acceptance, of the Final Working Capital Adjustmentcase may be, an amount in cash equal to the Final Working Capital Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer; and (iii) if the Final Cash is greater than the Estimated Cash, the Final Cash Net Assets Adjustment shall be added to and increase the Purchase Price and shall be paid by Buyer, in cash, to the Seller within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, with such funds paid via wire transfer of immediately available funds to the account designated by Seller; and (iv) if the Final Cash is less than the Estimated Cash, the Final Cash Adjustment shall be deducted from and reduce the Purchase Price and the Seller shall pay to Buyer, within three (3) Business Days following the Seller’s acceptance, or deemed acceptance, of the Final Cash Adjustment, an amount in cash equal to the Final Adjustment, with such amount paid via wire transfer of immediately available funds to the account designated by Buyer. (d) In the event the Seller has provided a timely Objection Notice to Buyer, and the Seller and Buyer are unable to agree on the calculations set forth in the Final Closing Statement within fifteen (15) calendar days after receipt the finalization of the Closing Balance Sheet (as hereinafter defined). (2) Within ninety (90) days after the Closing Date, the Buyer shall prepare an audited consolidated balance sheet of the Business as of the Closing Date but immediately prior to the Closing (the "Draft Closing Balance Sheet") containing the items listed on Schedule 1.8(2) hereto. The Draft Closing Balance Sheet will fairly present the items listed on Schedule 1.8(2) hereto as of the Closing Date and, except as noted on Schedule 1.8(2), shall be prepared in accordance with GAAP applied on a basis consistent with that of the Financial Statements (as defined in Section 3.7). With respect to the preparation of the Draft Closing Balance Sheet, subject to Schedule 1.8(2), no change in accounting principles shall be made from those utilized in preparing the Financial Statements and the Balance Sheet including, without limitation, with respect to the nature of accounts, or the determination of the level of reserves or level of accruals. For purposes of the preceding sentence, "changes in the accounting principles" include all changes in accounting principles, policies, practices, procedures or methodologies with respect to financial statements, their classification or their display, as well as all changes in practices, methods, conventions or assumptions (unless required by objective changes in underlying events) utilized in making accounting estimates. Buyer and Seller shall use their best efforts to complete a physical count of the Inventories on or before the close of business on the Closing Date. Buyer's independent certified public accountants ("Buyer's Accountants") and the Seller's independent certified public accountants ("Seller's Accountants") shall be entitled to participate in, observe and review such Objection Noticeaudit of the inventory. The Draft Closing Balance Sheet (together with any work papers or other such items as the Seller shall reasonably request) shall be delivered in written form to the Seller not more than ninety (90) days after the Closing Date and shall become final and binding upon the parties unless the Seller gives written notice of its disagreement (a "Notice of Disagreement") to the Buyer within thirty (30) days after receiving the Draft Closing Balance Sheet specifying the Seller's disagreement with the Draft Closing Balance Sheet. If a Notice of Disagreement is received by the Buyer in a timely manner, such dispute between then the Draft Closing Balance Sheet shall become final and binding upon the parties on the earlier of (x) the date the Seller and the Buyer with respect to such calculations and the Final Working Capital Adjustment and Final Cash Adjustment shall be resolved by a nationally recognized accounting firm reasonably acceptable to the Seller and Buyer who shall not be Deloitte & Touche LLP or the Seller’s accounting firm (the “Accounting Arbitrator”), whose determination shall be final and binding on Buyer and the Seller absent fraud or manifest error. The Accounting Arbitrator shall be engaged within fifteen (15) calendar days after the expiration of the fifteen (15) calendar day period following delivery of the Objection Notice. If either Buyer or the Seller fails to take action resolve in writing any differences they may have with respect to any matter referred to specified in the previous sentences Notice of this Section 2.05(dDisagreement and (y) the date any Disputed Matters (as hereinafter defined) are finally resolved in writing by the Arbitrator (as hereinafter defined). Any such Notice of Disagreement shall state in reasonable detail the nature of any disagreement so asserted. During a period of thirty (30) days following the date of the Notice of Disagreement, the Seller and Buyer shall promptly attempt to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such thirty (30) day period, amounts remain in dispute, then all such matters as specified in the Notice of Disagreement as to which such written agreement has not been reached (the "Disputed Matters") shall be submitted to arbitration. All of the costs and expenses of preparing the Draft Closing Balance Sheet shall be borne by the Buyer. In the event a Disputed Matter is submitted to arbitration for review by an arbitrator (the "Arbitrator"), then if Buyer has failed to take action, and the Seller, or if the Seller has failed to take action, Buyer, may engage the Accounting Arbitrator on behalf of all Parties. Buyer and the Seller each shall provide are unable to agree upon the Accounting Arbitrator with their respective determinations identity of the Final Net Working CapitalArbitrator, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment. The Accounting Arbitrator shall make an independent determination of Final Net Working Capital, Final Working Capital Adjustment, Final Cash and Final Cash Adjustment, as applicable, which determination shall be based on whether such amounts have been calculated in accordance with the standards set forth in this Agreement, and the Accounting Arbitrator is not to make any other determination. The Accounting Arbitrator shall make its determination based solely on presentations and supporting material provided by Buyer and the Seller and not pursuant to any independent review. In no event the Buyer shall the Accounting Arbitrator’s determination be outside each select one of the range "Big Five" accounting firm having no other relationship with any party hereto during the past two (2) years and such accountants shall agree upon the identity of amounts claimed the Arbitrator, and if such accountants cannot agree as to the identity of the Arbitrator, then each accounting firm shall select one nominee and the Arbitrator shall be chosen by lot. The fees and expenses of the respective parties Arbitrator with respect to those items in dispute. Any required payments the settlement of all Disputed Matters shall be borne equally by Buyer to Buyer, on one hand, and the Seller, on the one other hand. The Arbitrator shall determine, or based solely on the provisions of this Section 1.8 and the presentations by the Seller to and the Buyer, and not by independent review, only those issues still in dispute and only as to whether such amounts were arrived at in conformity with GAAP applied on a basis consistent with that of the other handFinancial Statements (except as noted on Schedule 1.8(2)), based on the and Section 1.8(2) hereof. The Arbitrator's determination shall be made within three thirty (30) days of the Arbitrator's selection, shall be set forth in a written statement delivered to the Seller and the Buyer and shall be final, binding and conclusive. (3) Business Days following the final resolution of such dispute by the PartiesAs used herein, or the Accounting Arbitrator, as applicable. All fees and expenses of the Accounting Arbitrator "Closing Balance Sheet" shall be paid by the Party whose proposed Final Net Working Capital and Final Cash is farthest from the Final Net Working Capital and Final Cash determined by such Accounting Arbitrator. Any dispute as to which Party’s proposed Final Net Working Capital and Final Cash is closest refer to the Final Net Working Capital and Final Cash determined by the Accounting Arbitrator shall be resolved by the Accounting Arbitrator and shall be specified Draft Closing Balance Sheet in the form in which it becomes final report prepared by such Accounting Arbitrator. Each of Buyer and the Seller shall pay their respective advisor’s fees, charges and expenses incurred by such Person in connection with the dispute. (e) For purposes of this Agreement, “Net Working Capital” shall (i) be calculated as of the Effective Time and (ii) mean the amount equal to the Current Assets included in the Purchased Assets minus the Current Liabilities included in the Assumed Liabilities. “Current Assets” shall mean, subject to the adjustments set forth below, the current assets of the Seller as of the Effective Time comprised of (i) Accounts Receivable, net of allowances for doubtful accounts; (ii) unbilled revenues; (iii) inventories; (iv) prepaid product costs and deposits; and (v) prepaid expenses assigned to Buyer. “Current Liabilities” shall mean, subject to the adjustments set forth herein, (i) the current liabilities of the Seller as of the Effective Time comprised of (x) accounts payable; (y) accrued liabilities; and (z) customer deposits, and (ii) accrued property Taxes imposed on the Purchased Assets as prorated to the Buyer pursuant to Section 2.10. Subject to the adjustments set forth below, Current Assets and Current Liabilities shall be computed in accordance with GAAP on a basis consistent with the Financial Statements. Notwithstanding the foregoing, for purposes of calculating the Net Working Capital, the Current Assets and the Current Liabilities shall not include:foregoing procedure.