Common use of Calculation of Final Purchase Price Clause in Contracts

Calculation of Final Purchase Price. (a) On or before the 60th calendar day following the Closing Date, Seller shall (i) prepare, or cause to be prepared, a balance sheet of the Company as of the close of business on the Closing Date, and a calculation of the Closing Net Working Capital and the Purchase Price based thereon (collectively, the “Closing Financial Information”) and (ii) deliver the Closing Financial Information to Buyer. The Closing Financial Information shall be determined in accordance with GAAP. (b) During the 30-day period following delivery of the Closing Financial Information to Buyer, Buyer shall be permitted to review the books, records, accounting records and accounting work papers used in the preparation of the Closing Financial Information. The Purchase Price as calculated by Seller shall become final and binding upon the parties on the 30th calendar day following delivery of the Closing Financial Information, unless Buyer gives written notice of its disagreement (the “Notice of Disagreement”) with the calculation of the Purchase Price to Seller prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature and basis of any disagreement so asserted. (c) If Buyer timely delivers to Seller the Notice of Disagreement, then the calculation of the Purchase Price shall become final and binding upon the parties on the earlier of (x) the date the parties resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all disputed matters are finally resolved in writing by the Reviewing Accountant (as defined below). If the parties fail to resolve the issues outstanding with respect to the Notice of Disagreement and the calculation of the Purchase Price within 30 days after Seller’s receipt of the Notice of Disagreement, the parties shall submit the issues remaining in dispute to a partner having relevant expertise and practicing at a nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing (the “Reviewing Accountant”). Seller and Buyer shall jointly instruct the Reviewing Accountant that it (A) shall act as an expert and not as an arbitrator, (B) shall review only the matters that were properly included in the Notice of Disagreement, (C) shall make its determination based upon the terms and conditions set forth in this Section 1.4(c), and (D) shall render its decision within 60 days after the referral of the dispute to the Reviewing Accountant for a decision pursuant hereto. The determination by the Reviewing Accountant shall be final, binding and conclusive on the parties. The fees and expenses of the Reviewing Accountant incurred in rendering any judgment pursuant to this Section 1.4 shall be borne one-half by Seller and one-half by Buyer. The fees and expenses of Buyer’s advisors incurred in connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be borne by Buyer, and the fees and expenses of Seller’s advisors incurred in connection with its preparation of the Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be borne by Seller. Judgment may be entered upon the determination of the Reviewing Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The Purchase Price, once modified and/or agreed to in accordance with this Section 1.4 shall become the “Final Purchase Price”.

Calculation of Final Purchase Price. (a) On or before the 60th forty-fifth (45th) calendar day following the Closing Date, Seller Buyer shall (i) prepare, or cause to be prepared, a balance sheet of the Company as of the close of business on the Closing Date, and a calculation of the Closing Net Working Capital Capital, Closing Cash, Closing Transaction Expenses, the Closing Indebtedness and the adjusted Purchase Price based thereon (collectively, the “Closing Financial Information”) and (ii) deliver the Closing Financial Information to BuyerSeller. The Seller shall have the right, at Seller’s sole expense, to observe the physical inventory performed by Buyer and its Representatives in connection with the preparation of the Closing Financial Information shall be determined in accordance with GAAPInformation. (b) During the 30forty-five (45) day period following delivery Seller’s receipt of the Closing Financial Information to BuyerInformation, Buyer Seller shall be permitted permitted, upon reasonable advance written notice to the Company, reasonable access to review the books, records, accounting records and accounting work papers (including work papers of Buyer’s outside accountants, but only if Seller executes an access agreement provided by such outside accountant) used in the preparation of the Closing Financial Information. The Purchase Price as calculated by Seller Buyer shall become final and binding upon the parties on the 30th 45th calendar day following delivery Seller’s receipt of the Closing Financial Information, unless Buyer Seller gives written notice of its disagreement (the “Notice of Disagreement”) with the Buyer’s calculation of the Purchase Price to Seller Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature and basis Seller’s good faith calculation of any disagreement so assertedeach item of the Closing Financial Information that is in dispute. (c) If Buyer Seller timely delivers to Seller Buyer the Notice of Disagreement, then the calculation of the Purchase Price shall become final and binding upon the parties on the earlier of (xi) the date the parties resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement or (yii) the date all disputed matters are finally resolved in writing by the Reviewing Accountant (as defined below)Accountant. If the parties fail to resolve the issues outstanding with respect to the Notice of Disagreement and the calculation of the Purchase Price within 30 thirty (30) days after SellerBuyer’s receipt of the Notice of Disagreement, the parties shall submit the issues remaining in dispute to a partner having relevant expertise and practicing at the Detroit, Michigan office of PricewaterhouseCoopers LLP, or, if such firm is unable or unwilling to act, a partner having relevant expertise at such other nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing (the “Reviewing Accountant”). Seller and Buyer shall jointly instruct the Reviewing Accountant that it (A) shall act as an expert and not as an arbitrator, (B) shall review only the matters that were properly included in the Notice of DisagreementDisagreement and that remain in dispute between the parties, (C) shall make its determination based upon the terms and conditions set forth in this Section 1.4(c), ) and within the range of (1) the amount of the disputed items set forth in the Closing Financial Information and (2) the amount of the disputed items set forth in the Notice of Disagreement and (D) shall render its decision within 60 sixty (60) days after the referral of the dispute to the Reviewing Accountant for a decision pursuant hereto. The determination by the Reviewing Accountant shall be final, binding and conclusive on the parties. The fees and expenses of the Reviewing Accountant incurred in rendering any judgment pursuant to this Section 1.4 shall be borne onesolely by the non-half by Seller and one-half by Buyerprevailing party. The fees and expenses of BuyerSeller’s advisors incurred in connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be borne by BuyerSeller, and the fees and expenses of SellerBuyer’s advisors incurred in connection with its preparation of the Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be borne by SellerBuyer. Judgment may be entered upon the determination of the Reviewing Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The Purchase Price, once modified and/or agreed to in accordance with this Section 1.4 shall become the “Final Purchase Price”.

Calculation of Final Purchase Price. (a) On or before the 60th calendar 90th day following the Closing Date, Seller Buyer shall (i) prepare, or cause to be prepared, a combined balance sheet of the Company Deco Logistics and Oaktree Logistics as of the close of business on the Closing Date, and a calculation of the Closing Net Working Capital Capital, Closing Cash Amount, and the Final Purchase Price based thereon (collectively, the “Closing Financial Information”) ), and (ii) deliver the Closing Financial Information to BuyerSellers’ Representative. The Closing Financial Information shall be determined in accordance with GAAPSection 2.2. (b) During the 30-thirty day period following delivery of the Closing Financial Information to BuyerSellers’ Representative, Buyer Sellers’ Representative and/or its Representatives shall be permitted to review the books, records, accounting records and accounting work papers used by Buyer in the preparation of the Closing Financial Information. The Final Purchase Price as calculated by Seller Buyer shall become be final and binding upon on, and non-appealable by, the parties Parties on the 30th calendar thirtieth day following delivery of the Closing Financial Information, unless Buyer Sellers’ Representative gives written notice of its his disagreement (the “Notice of Disagreement”) with the calculation of the Final Purchase Price to Seller Buyer on or prior to such date. The Notice of Disagreement shall (i) specify in reasonable detail detail, and on a line item by line item basis, the disputed items and the nature and basis amount of any disagreement so assertedasserted (the “Disputed Items”), (ii) an alternative amount for each such Disputed Item, (iii) a proposed calculation by Sellers’ Representative of the Closing Working Capital, Closing Cash Amount, and the Final Purchase Price based thereon, and (iv) only include disagreements based on one of the foregoing not being calculated in accordance with Section 2.2 or mathematical or factual errors. All items in the Closing Financial Information which are not specified in the Notice of Disagreement as being Disputed Items shall be deemed accepted by the Sellers’ Representative on behalf of the Sellers and shall not be subject to any further dispute or adjustment. (c) If Buyer Sellers’ Representative duly and timely delivers to Seller Buyer the Notice of Disagreement, then the calculation of the Final Purchase Price shall become final and binding upon on, and non-appealable by, the parties Parties on the earlier of (xi) the date the parties Sellers’ Representative and Buyer resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement Disagreement, or (yii) the date all disputed matters are finally resolved in writing by the Reviewing Accountant (as defined below). If the parties Sellers’ Representative and Buyer fail to resolve the issues outstanding with respect to the Notice of Disagreement and the calculation of the Final Purchase Price within 30 thirty days after SellerBuyer’s receipt of the Notice of Disagreement, the parties then Sellers’ Representative and Buyer shall submit the issues remaining in dispute to a partner having relevant expertise and practicing at CBIZ, or, if such firm is unable or unwilling to act, a nationally partner having relevant expertise and practicing at such other regionally recognized independent public accounting firm which none of the Parties have previously engaged, as shall be agreed upon by the parties Parties in writing (the “Reviewing Accountant”). Seller Sellers’ Representative and Buyer shall jointly instruct the Reviewing Accountant that it (Ai) shall act as an expert and not as an arbitrator, (Bii) shall review only the matters that were properly included in the Notice of Disagreement, (Ciii) shall make its determination based upon the terms and conditions set forth in Section 2.2 and this Section 1.4(c)2.4(c) and within the range of (1) the amount of Final Purchase Price set forth in the Closing Financial Information, and (D2) the amount of Final Purchase Price set forth in the Notice of Disagreement, and (iv) shall render its decision within 60 sixty days after the referral of the dispute to the Reviewing Accountant for a decision pursuant hereto. The determination by the Reviewing Accountant shall be finalfinal and binding on, binding and conclusive on non-appealable by, the partiesParties. The fees and expenses of the Reviewing Accountant incurred in rendering any judgment pursuant to this Section 1.4 2.4 shall be borne paid one-half by Seller Sellers’ Representative and one-half by Buyer. The fees and expenses of BuyerSellers’ Representative’s advisors incurred in connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be borne paid by BuyerSellers’ Representative, and the fees and expenses of SellerBuyer’s advisors incurred in connection with its preparation of the Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be borne paid by SellerBuyer. Judgment may be entered upon the determination of the Reviewing Accountant in any court having jurisdiction over the party Party against which such determination is to be enforced. The Purchase Price, once modified finally resolved and/or agreed to in accordance with this Section 1.4 2.4 shall become the “Final Purchase Price”.

Calculation of Final Purchase Price. (a) On or before the 60th calendar 90th day following the Closing Date, Seller Buyer shall (i) prepare, or cause to be prepared, a consolidated balance sheet of the Company each of Southern Counties and Aquarius Financial as of the close of business on the Closing Date, and a calculation of the Closing Net Working Capital and the Final Purchase Price based thereon (collectively, the “Closing Financial Information”) ), and (ii) deliver the Closing Financial Information to BuyerSellers’ Representative. The Closing Financial Information shall be determined in accordance with GAAPSection 2.2(a). The Purchase Price, once finally resolved and/or agreed to in accordance with this Section 2.4 shall become the “Final Purchase Price”. (b) During the 30-thirty day period following delivery of the Closing Financial Information to BuyerSellers’ Representative, Buyer Sellers’ Representative shall be permitted to review the books, records, accounting records and accounting work papers used by Buyer in the preparation of the Closing Financial Information. The Final Purchase Price as calculated by Seller Buyer shall become be final and binding upon on, and non-appealable by, the parties Parties on the 30th calendar thirtieth day following delivery of the Closing Financial Information, unless Buyer Sellers’ Representative gives written notice of its his disagreement (the “Notice of Disagreement”) with the calculation of the Final Purchase Price to Seller Buyer on or prior to such date. The Notice of Disagreement shall (i) specify in reasonable detail detail, and on a line item by line item basis, the disputed items and the nature and basis amount of any disagreement so assertedasserted (the “Disputed Items”), (ii) an alternative amount for each such Disputed Item, (iii) a proposed calculation by Sellers’ Representative of the Closing Working Capital and the Final Purchase Price based thereon, and (iv) only include disagreements based on one of the foregoing not being calculated in accordance with Section 2.2 or mathematical or factual errors. All items in the Closing Financial Information which are not specified in the Notice of Disagreement as being Disputed Items shall be deemed accepted by the Sellers’ Representative on behalf of the Sellers and shall not be subject to any further dispute or adjustment. (c) If Buyer Sellers’ Representative duly and timely delivers to Seller Buyer the Notice of Disagreement, then the calculation of the Final Purchase Price shall become final and binding upon on, and non-appealable by, the parties Parties on the earlier of (xi) the date the parties Sellers’ Representative and Buyer resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement Disagreement, or (yii) the date all disputed matters are finally resolved in writing by the Reviewing Accountant (as defined below). If the parties Sellers’ Representative and Buyer fail to resolve the issues outstanding with respect to the Notice of Disagreement and the calculation of the Final Purchase Price within 30 thirty days after SellerBuyer’s receipt of the Notice of Disagreement, the parties then Sellers’ Representative and Buyer shall submit the issues remaining in dispute to a partner having relevant expertise and practicing at CBIZ, or, if such firm is unable or unwilling to act, a nationally partner having relevant expertise at such other regionally recognized independent public accounting firm as shall be agreed upon by the parties Parties in writing (the “Reviewing Accountant”). Seller Sellers’ Representative and Buyer shall jointly instruct the Reviewing Accountant that it (A) shall act as an expert and not as an arbitrator, (B) shall review only the matters that were properly included in the Notice of Disagreement, (C) shall make its determination based upon the terms and conditions set forth in Section 2.2 and this Section 1.4(c)2.4(c) and within the range of (1) the amount of Final Purchase Price set forth in the Closing Financial Information, and (2) the amount of Final Purchase Price set forth in the Notice of Disagreement, and (D) shall render its decision within 60 sixty days after the referral of the dispute to the Reviewing Accountant for a decision pursuant hereto. The determination by the Reviewing Accountant shall be finalfinal and binding on, binding and conclusive on non-appealable by, the partiesParties. The fees and expenses of the Reviewing Accountant incurred in rendering any judgment pursuant to this Section 1.4 2.4 shall be borne paid one-half by Seller Sellers’ Representative and one-half by Buyer. The fees and expenses of BuyerSellers’ Representative’s advisors incurred in connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be borne paid by BuyerSellers’ Representative, and the fees and expenses of SellerBuyer’s advisors incurred in connection with its preparation of the Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be borne paid by SellerBuyer. Judgment may be entered upon the determination of the Reviewing Accountant in any court having jurisdiction over the party Party against which such determination is to be enforced. The Purchase Price, once modified and/or agreed to in accordance with this Section 1.4 shall become the “Final Purchase Price”.