Common use of Cash Payment Determination Clause in Contracts

Cash Payment Determination. Within sixty (60) days after the Closing Date, Buyer may, but shall not be required to, prepare and deliver to Seller Representative (a) a statement setting forth Buyer’s calculation of the Working Capital as of the Closing Date, the Working Capital Deficit, if any, and Debt Amount, Transaction Expenses Balance, the Representative Expense Fund Amount, and the Cash Payment (the “Closing Statement”), and (b) all records and work papers reasonably necessary, in the determination of Buyer, to compute and verify the information set forth in the Closing Statement to the extent such records and work papers differ from the ones previously delivered to Buyer. If Seller Representative, on behalf of Sellers, has any objections to the Closing Statement prepared by Buyer, then Seller Representative will deliver a detailed written statement (the “Objections Statement”) describing (a) which items on the Closing Statement have not been prepared in accordance with this Agreement, (b) the basis for Sellers’ disagreement with the calculation of such items, and (c) Sellers’ proposed dollar amount for each item in dispute, to Buyer within thirty (30) days after delivery of the Closing Statement. If Seller Representative fails to deliver an Objections Statement within such thirty (30) day period, then the Closing Statement shall become final and binding on all Parties. Sellers shall be deemed to have agreed with all amounts and items contained or reflected in the Closing Statement to the extent such amounts or items are not disputed in the Objections Statement. If Seller Representative delivers an Objections Statement within such thirty (30) day period, then Sellers and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Seller Representative has submitted any Objections Statements, any remaining matters which are in dispute will be resolved by RSM US LLP (the “Accountants”). The Accountants will prepare and deliver a written report to Buyer and Seller Representative and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to Sellers than is proposed in the Objections

Cash Payment Determination. (a) Within sixty ninety (6090) days after the Closing Date, Buyer may, but shall not be required to, prepare and deliver to Seller Representative (a) a statement setting forth in reasonable detail Buyer’s calculation of the Working Capital as of Acquired Company Closing Cash, Acquired Company Closing Debt, the Closing DateDebt-Like Items, the Working Capital DeficitAmount, the Working Capital Surplus (if any) and the Working Capital Deficit (if any) and, and Debt Amountbased on such calculations, Transaction Expenses Balance, the Representative Expense Fund Amount, and Buyer’s calculation of the Cash Payment (such statement, the “Closing Statement”), and (b) all records and work papers reasonably necessary, in the determination of Buyer, along with reasonable supporting detail used by Buyer to compute and verify the information set forth therein. (b) For a period of forty-five (45) days after the delivery of the Closing Statement, Buyer shall provide Seller and any accountants or advisors retained by Seller with the reasonable opportunity, during normal business hours, upon reasonable advance notice, to review (and copy) the relevant Books and Records of the Business to the extent used by Buyer in the preparation of, or otherwise reasonably relevant to, the Closing Statement, and to discuss such Books and Records and the Closing Statement with the relevant personnel of Buyer and its Affiliates, in each case to the extent such records reasonably necessary for, and for the sole purpose of, Seller’s review of the Closing Statement; provided, that the independent accountants of Buyer shall not be obligated to make any work papers differ from the ones previously delivered available to BuyerSeller or its representatives unless and until Seller or such representative has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants. If Seller Representative, on behalf of Sellers, has any objections to the Closing Statement prepared by BuyerStatement, then Seller Representative will deliver to Buyer a detailed written statement (the “Objections Statement”) describing (ai) which items on the Closing Statement have not been prepared in accordance with this Agreement, (bii) the basis for Sellers’ Seller’s disagreement with the calculation of such items, items and (ciii) Sellers’ Seller’s proposed dollar amount for each item in dispute, to Buyer within thirty forty-five (3045) days after delivery of the Closing Statement. If Seller Representative notifies Buyer that it accepts the contents of the Earnout Report or if Seller fails to deliver an Objections Statement within such thirty forty-five (3045) day period, then the Closing Statement shall become final be final, binding and binding on all Parties. Sellers non-appealable by the Parties and the Cash Payment set forth therein shall be deemed to have agreed with all amounts and items contained or reflected in the Closing Statement to the extent such amounts or items are not disputed in the Objections StatementFinal Cash Payment. If Seller Representative delivers an Objections Statement within such thirty forty-five (3045) day period, then Sellers Buyer and Buyer Seller will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Seller Representative Buyer has submitted any received the Objections StatementsStatement, any remaining matters items and amounts set forth in the Objections Statement which are remain in dispute will be resolved by RSM US Deloitte LLP pursuant to the terms of a joint engagement by Buyer and Seller, provided that if such accounting firm has a material relationship with either Buyer or Seller or is otherwise unable or unwilling to serve in the requested capacity and Buyer and Seller are unable to agree on the choice of an alternative accounting firm, Buyer and Seller will select a nationally-recognized U.S. accounting firm having no material relationship with either Buyer or Seller by lot (after excluding their respective regular outside accounting firms) (the engaged accountants, the “Accountants”). The Accountants will prepare and deliver a written report to Buyer and Seller Representative and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants shall act as an expert, not as an arbitrator, in resolving the unresolved disputes, and the proceeding before the Accountants shall be an expert determination under the Law governing expert determination and appraisal proceedings. The Accountants’ determination of such unresolved disputes will shall be based solely on written submissions by Buyer and Seller (and not by independent review), and shall be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to Sellers Seller than is proposed in the ObjectionsObjections Statement. The costs, expenses and fees of the Accountants shall be borne by Buyer, on the one hand, and Seller, on the other hand, in inverse proportion to the difference between the Final Cash Payment (as determined by the Accountants) and the Cash Payment as calculated by Buyer and Seller in the Closing Statement and Objections Statement, respectively. The Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.8(b), and the Cash Payment set forth in the so-revised Closing Statement shall be the Final Cash Payment. Any objection not specified in the Objections Statement shall be deemed waived by Seller for purposes of determining the Final Cash Payment and without limiting any other right of Seller under this Agreement.

Cash Payment Determination. Within sixty ninety (6090) days after the Closing Date, Buyer may, but the Company shall not be required to, prepare and deliver to Seller Representative (a) the Investor a statement setting forth Buyerthe Company’s calculation of the Debt Amount, the Working Capital as of the Closing Date, the and Working Capital Deficit, if any, and Debt Amountthe Cash Shortfall, Transaction Expenses Balanceif any, in each case as of the Representative Expense Fund AmountClosing Date and, and based on such calculations, the Cash Payment (the “Closing Statement”), and (b) all records and work papers reasonably necessary, in the determination of Buyer, to compute and verify the information set forth in the Closing Statement to the extent such records and work papers differ from the ones previously delivered to Buyer. If Seller Representative, on behalf of Sellers, the Investor has any objections to the Closing Statement prepared by Buyerthe Company based on the contention that such Closing Statement was not prepared in accordance with the terms of the Agreement, then Seller Representative the Investor will deliver a detailed written statement (the “Objections Statement”) describing (a) which items on the Closing Statement have not been prepared in accordance with this Agreement, (b) the basis for Sellers’ the Investor’s disagreement with the calculation of such items, items and (c) Sellers’ the Investor’s proposed dollar amount for each item in dispute, to Buyer the Company within thirty (30) days after delivery of the Closing Statement. If Seller Representative the Investor fails to deliver an Objections Statement within such thirty (30) day period, then the Closing Statement shall become final and binding on all Parties. Sellers The Investor and the Company shall be deemed to have agreed with all amounts and items contained or reflected in the Closing Statement to the extent such amounts or items are not disputed in the Objections Statement. If Seller Representative the Investor delivers an Objections Statement within such thirty (30) day period, then Sellers the Investor and Buyer the Company will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Seller Representative the Investor has submitted any Objections Statements, any remaining matters which are in dispute will be resolved by RSM US BDO USA, LLP (the “Accountants”). The Accountants will prepare and deliver a written report to Buyer the Investor and Seller Representative the Company and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will shall be final and binding upon all PartiesParties and not subject to review by a court or other tribunal; provided, however, that no such determination shall be any more favorable to Buyer the Company than is set forth in the Closing Statement or any more favorable to Sellers the Investor than is proposed in the ObjectionsObjections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the Cash Payment has the greatest difference from the Final Cash Payment as determined by the Accountants under this Section 1.5; otherwise, such costs, fees and expenses shall be borne equally by the Investor, on the one hand, and the Company, on the other hand. The final Closing Statement, however determined pursuant to this Section 1.5, will produce the Working Capital Deficit, if any, the Cash Shortfall, if any, and the Debt Amount to be used to determine the final Cash Payment (the “Final Cash Payment”).

Cash Payment Determination. Within sixty ninety (6090) days after the Closing Date, Buyer may, but shall not be required to, prepare and deliver to Seller the Representative (a) a statement setting forth Buyer’s good faith calculation of (i) the Working Capital as of and the Closing Date, the Working Capital Surplus or Working Capital Deficit, if any, and Debt (ii) the Cash Amount, (iii) the amount of Funded Debt, (iv) the Transaction Expenses Balance, the Representative Expense Fund Amount, and (v) based on the amounts set forth in clauses (i) through (iv), the Cash Payment (the “Closing Statement”), ) and (b) all records and work papers reasonably necessary, in the determination of Buyer, necessary to compute and verify the information set forth in the Closing Statement. The Closing Statement shall be prepared by Buyer in accordance with the Accounting Methodologies. After delivery of the Closing Statement, the Representative and its accountants shall be permitted to make reasonable inquiries of Buyer and its accountants regarding questions concerning or disagreements with the extent such records and work papers differ from Closing Statement arising in the ones previously delivered to Buyercourse of their review thereof. If Seller Representative, on behalf of Sellers, the Representative has any objections to the Closing Statement prepared by BuyerStatement, then Seller the Representative will shall deliver to Buyer a detailed written statement (an “Objection Statement”) setting forth its disputes or objections (the “Objections StatementObjection Disputes”) describing (a) which items on to the Closing Statement have and, to the extent practical, the Representative’s proposed resolution of each such Objection Dispute. If an Objection Statement is not been prepared in accordance with this Agreement, (b) the basis for Sellers’ disagreement with the calculation of such items, and (c) Sellers’ proposed dollar amount for each item in dispute, delivered to Buyer within thirty (30) days after delivery of the Closing Statement. If Seller Representative fails to deliver an Objections Statement within such thirty (30) day period, then the Closing Statement as originally delivered by Buyer shall become final be final, binding and binding on all non-appealable by the Parties. Sellers shall be deemed to have agreed with all amounts and items contained or reflected in the Closing If an Objection Statement to the extent such amounts or items are not disputed in the Objections Statement. If Seller Representative delivers an Objections Statement within such thirty (30) day periodis timely delivered, then Sellers Buyer and Buyer will use commercially reasonable efforts the Representative shall negotiate in good faith to resolve any such disputesObjection Disputes, but if they do not reach a final resolution is not obtained within thirty (30) days after Seller Representative has submitted any Objections Statements, any remaining matters which are in dispute will be resolved by RSM US LLP (the “Accountants”). The Accountants will prepare and deliver a written report to Buyer and Seller Representative and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Xxxxx Xxxxxxxx LLP (the Accountants“Independent Auditor”) to resolve such Objection Disputes. The Accountants’ Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within thirty (30) days following its retention. The Independent Auditor shall be instructed to review only those amounts and items that are in dispute and shall not be permitted to review any items or amounts that are not in dispute. The Independent Auditor shall make its determination based solely on written documents submitted by the Representative and Buyer and their respective representatives. The Independent Auditor’s determination of such unresolved disputes will Objection Disputes shall be deemed to be an arbitration award and be final and binding upon all Partiesthe Parties and non-appealable; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to Sellers the Representative than is proposed in the ObjectionsObjection Statement. The fees, costs and expenses of the Independent Auditor shall be borne by the Representative, on the one hand, and Buyer, on the other hand, based on the inverse of the percentage of the amounts that the Independent Auditor determines in such Party’s favor bears to the aggregate amount of the total items in dispute as originally submitted to Independent Auditor. For example, should the aggregate items in dispute total $1,000 and the Independent Auditor awards $600 in favor of the Representative’s position, sixty percent (60%) of the costs of its review would be borne by Buyer and forty percent (40%) of the costs would be borne by the Representative. The final Closing Statement, however determined pursuant to this Section 1.05, will produce the Working Capital Surplus or Working Capital Deficit, if any, the Cash Amount, the Funded Debt and the Transaction Expenses Amount, in each case to be used to determine the final Cash Payment. The process set forth in this Section 1.05 shall be the exclusive remedy of the Parties for any disputes related to items actually reflected on the Closing Statement or actually included in the calculation of Working Capital, the Working Capital Surplus or Working Capital Deficit, if any, the Cash Amount, the amount of Funded Debt or the Transaction Expenses Amount.

Cash Payment Determination. Within sixty ninety (6090) days after the Closing Date, Buyer may, but shall not be required to, prepare and deliver to Seller the Representative (a) a statement setting forth Buyer’s good faith calculation of (i) the Working Capital as of and the Closing Date, the Working Capital Surplus or Working Capital Deficit, if any, and Debt (ii) the Cash Amount, (iii) the amount of Funded Debt, (iv) the Transaction Expenses Balance, the Representative Expense Fund Amount, and (v) based on the amounts set forth in clauses (i) through (iv), the Cash Payment (the “Closing Statement”), ) and (b) all records and work papers reasonably necessary, in the determination of Buyer, necessary to compute and verify the information set forth in the Closing Statement. The Closing Statement shall be prepared by Buyer in accordance with the Accounting Methodologies. After delivery of the Closing Statement, the Representative and its accountants shall be permitted to make reasonable inquiries of Buyer and its accountants regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Buyer shall, and shall cause the Company, its Subsidiaries and their respective officers, employees, consultants, accountants and agents to (x) reasonably cooperate with the Representative and its accountants in connection with its review of the Closing Statement and the preparation of the Objection Statement and (y) provide any books, records and other information reasonably requested by the Representative and its accountants in connection therewith or in connection with resolving any Objection Dispute. If Buyer does not deliver the Closing Statement to the extent such records Representative on or prior to the ninetieth (90th) day following the Closing Date, then the estimated amounts as delivered by the Company pursuant to Section 1.03 shall be final, binding and work papers differ from non-appealable by the ones previously delivered Parties, and the Estimated Cash Payment shall be deemed to Buyerbe the Cash Payment. If Seller Representative, on behalf of Sellers, the Representative has any objections to the Closing Statement prepared by BuyerStatement, then Seller the Representative will shall deliver to Buyer a detailed written statement (an “Objection Statement”) setting forth its disputes or objections (the “Objections StatementObjection Disputes”) describing (a) which items on to the Closing Statement have and, to the extent practical, the Representative’s proposed resolution of each such Objection Dispute. If an Objection Statement is not been prepared in accordance with this Agreement, (b) the basis for Sellers’ disagreement with the calculation of such items, and (c) Sellers’ proposed dollar amount for each item in dispute, delivered to Buyer within thirty forty-five (3045) days after delivery of the Closing Statement. If Seller Representative fails to deliver an Objections Statement within such thirty (30) day period, then the Closing Statement as originally delivered by Buyer shall become final be final, binding and binding on all non-appealable by the Parties. Sellers shall be deemed to have agreed with all amounts and items contained or reflected in the Closing If an Objection Statement to the extent such amounts or items are not disputed in the Objections Statement. If Seller Representative delivers an Objections Statement within such thirty (30) day periodis timely delivered, then Sellers Buyer and Buyer will use commercially reasonable efforts the Representative shall negotiate in good faith to resolve any such disputesObjection Disputes, but if they do not reach a final resolution is not obtained within thirty (30) days after Seller Representative has submitted any Objections Statements, any remaining matters which are in dispute will be resolved by RSM US LLP (the “Accountants”). The Accountants will prepare and deliver a written report to Buyer and Seller Representative and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Xxxxx Xxxxxxxx LLP (the Accountants“Independent Auditor”) to resolve such Objection Disputes. The Accountants’ Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within thirty (30) days following its retention. The Independent Auditor shall be instructed to review only those amounts and items that are in dispute and shall not be permitted to review any items or amounts that are not in dispute. The Independent Auditor shall make its determination based solely on written documents submitted by the Representative and Buyer and their respective representatives. The Independent Auditor’s determination of such unresolved disputes will Objection Disputes shall be deemed to be an arbitration award and be final and binding upon all Partiesthe Parties and non-appealable; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to Sellers the Representative than is proposed in the ObjectionsObjection Statement. The fees, costs and expenses of the Independent Auditor shall be borne by the Representative, on the one hand, and Buyer, on the other hand, based on the inverse of the percentage of the amounts that the Independent Auditor determines in such Party’s favor bears to the aggregate amount of the total items in dispute as originally submitted to Independent Auditor. For example, should the aggregate items in dispute total $1,000 and the Independent Auditor awards $600 in favor of the Representative’s position, sixty percent (60%) of the costs of its review would be borne by Buyer and forty percent (40%) of the costs would be borne by the Representative. The final Closing Statement, however determined pursuant to this Section 1.05, will produce the Working Capital Surplus or Working Capital Deficit, if any, the Cash Amount, the Funded Debt and the Transaction Expenses Amount, in each case to be used to determine the final Cash Payment. The process set forth in this Section 1.05 shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement or included in the calculation of Working Capital, the Working Capital Surplus or Working Capital Deficit, if any, the Cash Amount, the amount of Funded Debt or the Transaction Expenses Amount.

Cash Payment Determination. Within sixty (60) days after the Closing Date, Buyer may, but shall not be required to, prepare and deliver to Seller the Representative (a) a detailed statement setting forth Buyer’s calculation of the Cash Amount, Debt Amount, Transaction Expenses Amount, Working Capital, Working Capital as of the Closing DateSurplus, the if any, and Working Capital Deficit, if any, in each case as of the Closing Date, together with all records and Debt Amountwork papers necessary to compute and verify the information and, Transaction Expenses Balancebased on such calculations, the Representative Expense Fund Amount, and the Cash Payment (the “Closing Statement”), . Buyer shall provide Representative access to the books and (b) all records and work papers reasonably necessary, in the determination of Buyer, used by Buyer to compute and verify the information set forth in calculate the Closing Statement within a reasonable period of time in order to determine Buyer’s calculation of the extent such records and work papers differ from the ones previously delivered to BuyerClosing Statement. If Seller Representative, on behalf of Sellers, the Representative has any objections to the Closing Statement prepared by Buyer, then Seller the Representative will deliver a detailed written statement (the “Objections Statement”) describing (a) which items on the Closing Statement have not been prepared in accordance with this Agreement, (b) the basis for Sellers’ the Representative’s disagreement with the calculation of such items, items and (c) Sellers’ the Representative’s proposed dollar amount for each item in dispute, to Buyer within thirty fifteen (3015) days after delivery of the Closing Statement. If Seller the Representative fails to deliver an Objections Statement within such thirty fifteen (3015) day period, then the Closing Statement shall become final and binding on all Parties. Sellers The Representative shall be deemed to have agreed with all amounts and items contained or reflected in the Closing Statement to the extent such amounts or items are not disputed in the Objections Statement. If Seller the Representative delivers an Objections Statement within such thirty fifteen (3015) day period, then Sellers the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Seller the Representative has submitted any Objections Statements, any remaining matters which are in dispute will be resolved by RSM US LLP (the “Accountants”). The Accountants will prepare and deliver a written report to Buyer and Seller the Representative and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants shall act as an expert, not as an arbitrator, in resolving the unresolved disputes, and the proceeding before the Accountants shall be an expert determination under the Law governing expert determination and appraisal proceedings. The Accountants’ determinations shall be based solely on the submissions by the Parties (and not by independent review), this Agreement and the applicable defined terms set forth in this Agreement. The Accountants’ determination of such unresolved disputes will be final and binding upon all PartiesParties and not subject to review by a court or other tribunal absent manifest error; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to Sellers the Representative than is proposed in the ObjectionsObjections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the Cash Payment has the greatest difference from the final Cash Payment as determined by the Accountants under this Section 1.5; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Sellers), on the other hand. The final Closing Statement, however determined pursuant to this Section 1.5, will produce the Working Capital Surplus, if any, the Working Capital Deficit, if any, the Cash Amount, the Debt Amount and the Transaction Expenses Amount to be used to determine the final Cash Payment (the “Final Cash Payment”).

Cash Payment Determination. Within sixty ninety (6090) days after the Closing Date, Buyer may, but shall not be required to, prepare and deliver to Seller the Representative (a) a statement setting forth Buyer’s calculation of the Cash Amount, Debt Amount, Designated Payables Amount and Transaction Expenses Amount, and Working Capital as of the Closing DateCapital, the Working Capital Deficit, if any, and Debt AmountWorking Capital Surplus, Transaction Expenses Balance, the Representative Expense Fund Amountif any, and based on such calculations, the Cash Payment (the “Closing Statement”), and (b) all records and work papers reasonably necessary, in the determination of Buyer, necessary to compute and verify the information set forth in the Closing Statement to the extent such records and work papers differ from the ones previously delivered to BuyerStatement. If Seller Representative, on behalf of Sellers, the Representative has any objections to the Closing Statement prepared by Buyer, then Seller the Representative will deliver a reasonably detailed written statement (the “Objections Statement”) describing (a) which items on the Closing Statement have not been prepared in accordance with this Agreement, (b) the basis for Sellers’ the Representative’s disagreement with the calculation of such items, items and (c) Sellers’ the Representative’s proposed dollar amount for each item in dispute, to Buyer within thirty (30) days after delivery of the Closing Statement. If Seller the Representative fails to deliver an Objections Statement within such thirty (30) day period, then the Closing Statement shall become final and binding on all Parties. Sellers The Representative shall be deemed to have agreed with all amounts and items contained or reflected in the Closing Statement to the extent such amounts or items are not disputed in the Objections Statement. If Seller the Representative delivers an Objections Statement within such thirty (30) day period, then Sellers the Representative and Buyer will use commercially reasonable efforts negotiate in good faith to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Seller the Representative has submitted any Objections Statements, any remaining matters which are in dispute will be resolved by RSM US LLP the Denver office of Deloitte Touche Tohmatsu Limited (the “Accountants”). The Accountants will prepare and deliver a written report to Buyer and Seller the Representative and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all PartiesParties and not subject to review by a court or other tribunal; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to Sellers the Representative than is proposed in the ObjectionsObjections Statement. The costs, expenses and fees of the Accountants shall be borne by either the Equityholders, if the Representative’s calculation of the Cash Payment has the greatest difference from the final Cash Payment as determined by the Accountants under this Section 1.11 on the one hand, or Buyer, if Buyer’s calculation of the Cash Payment has the greatest difference from the final Cash Payment as determined by the Accountants under this Section 1.11; otherwise, such costs, fees and expenses of the Accountants shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Equityholders), on the other hand. The final Closing Statement, however determined pursuant to this Section 1.11, will produce the Working Capital Deficit, if any, the Working Capital Surplus, if any, the Cash Amount, the Debt Amount, the Designated Payables Amount and the Transaction Expenses Amount to be used to determine the final Cash Payment (the “Final Cash Payment”). CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE EXCLUDED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

Cash Payment Determination. Within sixty (60) days after the Closing Date, Buyer may, but shall not be required to, prepare and deliver to Seller Representative (a) a statement setting forth Buyer’s calculation of the Working Capital as of the Closing Date, the Working Capital Deficit, if any, and Debt Amount, Transaction Expenses Balance, the Representative Expense Fund Amount, and the Cash Payment (the “Closing Statement”), and (b) all records and work papers reasonably necessary, in the determination of Buyer, to compute and verify the information set forth in the Closing Statement to the extent such records and work papers differ from the ones previously delivered to Buyer. If Seller Representative, on behalf of Sellers, has any objections to the Closing Statement prepared by Buyer, then Seller Representative will deliver a detailed written statement (the “Objections Statement”) describing (a) which items on the Closing Statement have not been prepared in accordance with this Agreement, (b) the basis for Sellers’ disagreement with the calculation of such items, and (c) Sellers’ proposed dollar amount for each item in dispute, to Buyer within thirty (30) days after delivery of the Closing Statement. If Seller Representative fails to deliver an Objections Statement within such thirty (30) day period, then the Closing Statement shall become final and binding on all Parties. Sellers shall be deemed to have agreed with all amounts and items contained or reflected in the Closing Statement to the extent such amounts or items are not disputed in the Objections Statement. If Seller Representative delivers an Objections Statement within such thirty (30) day period, then Sellers and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Seller Representative has submitted any Objections Statements, any remaining matters which are in dispute will be resolved by RSM US LLP (the “Accountants”). The Accountants will prepare and deliver a written report to Buyer and Seller Representative and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to Sellers than is proposed in the ObjectionsObjections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the Cash Payment has the greatest difference from the final Cash Payment as determined by the Accountants under this Section 1.5; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and Sellers, pursuant to their Pro Rata Shares, on the other hand. The final Closing Statement, however determined pursuant to this Section 1.5, will produce the Working Capital Deficit, if any, Debt Amount, and Transaction Expenses Balance to be used to determine the final Cash Payment. If Buyer does not prepare a Closing Statement within sixty (60) days of the Closing Date, then the certificate provided by the Seller Representative pursuant to Section 1.3 shall be determinative of the final Cash Payment calculation.

Cash Payment Determination. (a) Within sixty (60) days after the Closing Date, Buyer may, but shall not be required to, prepare and deliver to Seller the Representative (a) a statement setting forth Buyer’s calculation of the Cash Amount, Debt Amount, Transaction Expenses Amount, Working Capital, Working Capital as of the Closing DateSurplus, the if any, and Working Capital Deficit, if any, and Debt Amountin each case as of the Closing Date and, Transaction Expenses Balancebased on such calculations, the Representative Expense Fund Amount, and the Cash Payment (the “Closing Statement”). If Buyer does not deliver a Closing Statement within such sixty (60)-day period, then following written notice by the Representative of such failure and a failure by Buyer to cure within ten (10) days following such notice, then at the election of the Representative in its sole discretion, either (i) the adjustment to the Estimated Cash Payment pursuant to Section 1.8(b) shall be deemed to equal zero or (ii) the Representative shall make any adjustments necessary to the calculation of the Estimated Cash Payment consistent with the provisions of this Article 1 and such determination of the adjustments to the Estimated Cash Payment pursuant to Section 1.8(b) shall, absent manifest error, be conclusive and binding on the parties hereto.. (b) all During the thirty (30) day period following the Representative’s receipt of the Closing Statement, Buyer shall cause the Company to afford the Representative and its representatives reasonable opportunity to review the necessary books and records and work papers reasonably necessary, in of the determination Company relating to the preparation of Buyer, to compute and verify the information set forth in the Closing Statement to and discuss the extent same with appropriate Company employees, in each case as reasonably requested by the Representative in connection with its review of the Closing Statement; provided that any such records access will be at reasonable times, upon reasonable notice and work papers differ from will not unduly interfere with the ones previously delivered to BuyerCompany’s normal business operations. If Seller Representative, on behalf of Sellers, the Representative has any objections to the Closing Statement prepared by Buyer, then Seller the Representative will deliver a detailed written statement (the “Objections Statement”) describing (ai) which the items on the Closing Statement have not been prepared in accordance with this Agreementto which the Representative objects, (bii) the basis for Sellers’ the Representative’s disagreement with the calculation of such items, items and (ciii) Sellers’ the Representative’s proposed dollar amount for each item in dispute, to Buyer within thirty (30) days after delivery of the Closing Statement; provided that the Representative may not make any objection the basis for which is inconsistent with the terms of this Agreement. If Seller the Representative fails to deliver an Objections Statement within such thirty (30) day period, then the Closing Statement shall become final and binding on all Parties. Sellers The Representative shall be deemed to have agreed with all amounts and items contained or reflected in the Closing Statement to the extent such amounts or items are not disputed in the Objections Statement. . (c) If Seller the Representative delivers an Objections Statement within such thirty (30) day period, then Sellers the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Seller the Representative has submitted any Objections Statements, any remaining matters which are in dispute will be resolved by RSM US BDO USA, LLP (the “Accountants”). The Accountants will prepare and deliver a written report to Buyer and Seller the Representative and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all PartiesParties and not subject to review by a court or other tribunal; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Closing Statement or any more favorable to Sellers the Representative than is proposed in the ObjectionsObjections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the Cash Payment has the greatest difference from the final Cash Payment as determined by the Accountants under this Section 1.9. The final Closing Statement, however determined pursuant to this Section 1.9, will produce the Working Capital Surplus, if any, the Working Capital Deficit, if any, the Cash Amount, the Debt Amount and the Transaction Expenses Amount to be used to determine the final Cash Payment (the “Final Cash Payment”).