Common use of Closing Accounts Clause in Contracts

Closing Accounts. 5.3.1 As soon as reasonably practicable, but not later than sixty (60) Business Days after the Closing Date, the Buyer shall deliver to the Seller the Closing Accounts which shall include a statement of the Closing Working Capital. The Closing Accounts shall be prepared using the form set out in Appendix C in accordance with the Accounting Principles. 5.3.2 Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the value of the Inventory purchased by the Buyer under this Agreement be ascribed a value in excess of the Inventory Cap for the purpose of calculating the Closing Working Capital. 5.3.3 Within thirty (30) Business Days after receipt of the Closing Accounts, the Seller and/or the Company may deliver to the Buyer a written statement setting forth in detail those items and amounts in the Closing Accounts with which the Seller and/or the Company disagrees with the Buyer, including a separate statement setting out the Seller and/or the Company’s proposal for the Closing Working Capital and the Seller and/or the Company’s calculation thereof. 5.3.4 In the event that the Seller and/or the Company does not deliver such written statement to the Buyer within the period set forth in Section 5.3.3 or, if such statement from the Seller and/or the Company is delivered, to the extent that the statement does not include any disagreement on items and amounts, the Seller and the Company shall be deemed to have accepted Closing Accounts from the Buyer. 5.3.5 If the Seller and/or the Company objects to the Buyer’s Closing Accounts and if the Buyer does not agree with the Seller and/or the Company’s submitted statement (it being agreed that the failure of the Buyer to deliver written notice to the Seller or the Company of the Buyer’s disagreement with the Seller and/or the Company’s objections within fifteen (15) Business Days of receipt of such objections shall be deemed as acceptance by the Buyer), and such objections are not resolved on a mutually agreeable basis within thirty (30) Business Days after the Buyer’s receipt thereof, any disagreement between the Parties regarding the same shall be resolved in the following manner: (a) upon a written request by either Party, be referred for expert determination to the Independent Accounting Firm. The Independent Accounting Firm shall make its decision to the Parties in a written report within sixty (60) Business Days of its appointment; (b) the Independent Accounting Firm shall consider only those amounts and items as to which the Seller and the Buyer have disagreed and the decision of the Independent Accounting Firm shall in no event be greater than the largest amount of the Adjusted Shortfall Working Capital or Adjusted Excess Working Capital proposed by the Seller and the Company, or the Buyer, respectively. 5.3.6 The Independent Accounting Firm shall act in its capacity as an expert and not as an arbitrator. The Closing Working Capital Adjustment determined by the Independent Accounting Firm shall be final and binding upon the Parties. Each Party shall bear the fees, costs and expenses of its own accountants in connection the preparation of its Closing Accounts, and other actions contemplated by this Section 5.3. If the absolute value of the difference between (a) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Buyer is greater than or equal to five percent (5%) of the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Buyer or the Parent shall bear all fees, costs and expenses of the Independent Accounting Firm. If the absolute value of the difference between (i) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Seller is less than five percent (5%) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Seller shall bear all fees, costs and expenses of the Independent Accounting Firm.

Closing Accounts. 5.3.1 As soon as reasonably practicable, but not later than sixty (60a) Business Days after the Closing Date, the Buyer shall deliver to the Seller the Closing Accounts which shall include a statement of the Closing Working Capital. The Closing Accounts shall be prepared using as of the form set out end of the Closing Date in Appendix C accordance with Austrian GAAP and the Agreed Accounting Principles. For the purpose of this Agreement, the sole purpose of the Closing Accounts shall be the computation of the Final Purchase Price (calculated in accordance with the Accounting Principlesformula set out in Clause 3.1(a) including Exhibit./1.1(a)) and the Purchase Price Adjustment; accordingly, the amounts of the Closing Cash, the Closing Indebtedness and the Closing Net Working Capital shall be derived from the Closing Accounts. 5.3.2 Notwithstanding anything (b) The Purchasers, as the new legal owners of the Company following Closing, shall procure and the Sellers (in particular, those holding management positions in the Company) and the Co-Xxxxxx shall support and in any event not obstruct or otherwise hinder, delay or condition, that draft Closing Accounts are prepared and delivered to the contrary in this Agreement, under no circumstances shall Sellers together with the value Purchasers' draft calculation of the Inventory purchased Purchase Price Adjustment within seventy (70) Business Days after Closing and the Sellers shall procure that all information and support reasonably required by the Buyer under this Agreement be ascribed a value in excess of the Inventory Cap for the purpose of calculating the Company to produce draft Closing Working CapitalAccounts are made available without undue delay. 5.3.3 Within (c) The Sellers shall jointly notify the Purchasers in writing within thirty (30) Business Days after receipt whether or not the Sellers accept the draft Closing Accounts and the calculation of the Closing AccountsPurchase Price Adjustment (such notice in case of non-acceptance an "Objection Notice"). An Objection Notice shall not be made if the amount in dispute in the aggregate (i.e. taking all dispute items together) does not exceed EUR 50,000 (fifty thousand Euro) and shall set out in reasonable detail the Sellers' reasons for such non-acceptance and specify the adjustments which, in the Seller and/or the Company may deliver Sellers' opinion, should be made to the Buyer a written statement setting forth draft Closing Accounts or the calculation of the Purchase Price Adjustment in detail those items and amounts order for it to comply with the requirements of this Agreement. Any item or amount not specifically objected to in the Closing Accounts with which Objection Notice shall become final and binding on the Seller and/or the Company disagrees with the BuyerParties for purposes of this Agreement, including a separate statement setting out the Seller and/or the Company’s proposal for the Closing Working Capital and the Seller and/or the Company’s calculation thereof. 5.3.4 In the event that the Seller and/or the Company does not deliver such written statement to the Buyer within the period set forth in Section 5.3.3 or, if such statement from the Seller and/or the Company is delivered, except to the extent that an adjustment to a disputed item made in accordance with this Clause 3.4 requires an offsetting adjustment to be made to an undisputed item. (d) If the statement does not include any disagreement on items and amountsSellers serve an Objection Notice in accordance with Clause 3.4(c), the Seller Purchasers and the Company Sellers shall use all reasonable efforts to meet and discuss the objections of the Sellers and to agree the adjustments (if any) required to be deemed made to have accepted the draft Closing Accounts from (and/or Purchasers' draft calculation of the BuyerPurchase Price 23 Adjustment), in each case within fifteen (15) Business Days after receipt by the Purchaser 2 of the Objection Notice. 5.3.5 (e) If the Seller and/or Sellers are satisfied with the Company objects draft Closing Accounts (either as originally submitted or after adjustments agreed between the Sellers and the Purchasers pursuant to Clause 3.4(d)) or if the Buyer’s Sellers fail to give a joint Objection Notice within the thirty (30) Business Days period referred to in Clause 3.4(c), then the draft Closing Accounts and if the Buyer does not agree with the Seller and/or the Company’s submitted statement (it being agreed that the failure calculation of the Buyer Purchase Price Adjustment prepared in accordance with this Agreement or after adjustments agreed between the Sellers and the Purchasers pursuant to deliver written notice to Clause 3.4(d) shall constitute the Seller or final Closing Accounts and Purchase Price Adjustment. (f) If the Company of Sellers and the Buyer’s disagreement with the Seller and/or the Company’s objections Purchasers do not reach agreement within fifteen (15) Business Days of receipt by the Purchaser 2 of the Objection Notice, then the matters in dispute as set out in the Objection Notice (to the extent unresolved) may be referred (on the application of either the Sellers or the Purchasers) for determination by PwC Österreich GmbH Wirtschaftsprüfungsgesellschaft or, if that firm is unable or unwilling to act, by such objections other independent firm of chartered accountants of international standing as the Sellers and the Purchasers shall agree or, failing agreement, appointed by the President of the Austrian Chamber of Tax Advisors and Auditors (Präsident der Österreichischen Xxxxxx der Steuerberater und Wirtschaftsprüfer) (the "Audit Expert"). The Audit Expert shall be deemed requested to make its decision within thirty-five (35) Business Days (or such later date as acceptance the Sellers, the Purchasers and the Audit Expert agree in writing) of confirmation and acknowledgement by the Buyer)Audit Expert of its appointment and the receipt of the last submission of any Party in accordance with this paragraph. The following provisions shall apply once the Audit Expert has been appointed: (A) within fifteen (15) Business Days following the acknowledgement by the Audit Expert of its appointment, the Sellers (jointly) and such objections are the Purchasers (jointly) shall each prepare a written statement on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Audit Expert for determination and copied at the same time to the respective other Parties; (B) following delivery of their respective submissions, the Purchasers (jointly) and the Sellers (jointly) shall each have the opportunity to comment once only on the other's submission by written comment delivered to the Audit Expert not resolved on a mutually agreeable basis within thirty later than ten (3010) Business Days after receipt of the Buyerother’s receipt thereofsubmission and, any disagreement between thereafter, neither the Parties regarding Sellers nor the same Purchasers shall be resolved entitled to make further statements or submissions except insofar as the Audit Expert so requests (in which case it shall, on each occasion, give the following manner:respective other Parties (i.e. the Sellers (jointly) or the Purchasers (jointly), as the case may be) (unless otherwise directed) ten (10) Business Days to respond to any statements or submissions so made). There shall be no material ex parte communication with the Audit Expert; (aC) upon a written request by either Partyin giving its determination, be referred the Audit Expert shall state what adjustments (if any) are necessary, solely for expert determination the purposes of this Agreement, to the Independent draft Closing Accounts and/or the calculation of the Purchase Price Adjustment in respect of the matters in dispute in order to comply with the requirements of this Agreement and 24 to determine finally the Closing Accounts, the Final Purchase Price and the Purchase Price Adjustment; for the avoidance of doubt, the Audit Expert (i) shall be bound by the terms and conditions of this Agreement, in particular the Agreed Accounting Firm. The Independent Accounting Firm Principles, and (ii) shall make its decision to determination based solely on the written presentations and supporting materials provided by the Parties and at least one (1) oral hearing (which must be held in a written report within sixty (60) Business Days of its appointment; (b) the Independent Accounting Firm shall consider only those amounts and items as to which the Seller and the Buyer have disagreed and the decision presence of the Independent Accounting Firm shall in no event be Parties and their advisors, including by way of video conference) and (iii) may not assign a value to any item (A) greater than the largest amount greatest value for such item claimed by either Party (i.e. the Sellers (jointly) or the Purchasers (jointly)) or (B) less than the smallest value for such item claimed by either Party (i.e. the Sellers (jointly) or the Purchasers (jointly)) in each case in such Party's (i.e. the Sellers (jointly) or the Purchasers (jointly)) final submission to the Audit Expert. The Audit Expert shall specify the grounds for its decision with respect to all points of contention between the Adjusted Shortfall Working Capital or Adjusted Excess Working Capital proposed by the Seller Sellers and the Company, or Purchasers; and (D) the Buyer, respectively. 5.3.6 The Independent Accounting Firm Audit Expert shall act in its capacity as an expert (and not as an arbitrator) in making its determination on the basis of this Agreement (in particular the Agreed Accounting Principles) which shall, in the absence of manifest error, be final and binding on the Parties and, without prejudice to any other rights which they may respectively have under this Agreement, the Parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it. (g) The Sellers and the Purchasers shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Closing Accounts. The fees and expenses of the Audit Expert shall be advanced by the Sellers and the Purchasers in 50/50 proportion, provided that in case of a failure of payment of the share of such advance of the Audit Expert by a Party (i.e. the Sellers or the Purchasers), the other Party (i.e. the Purchasers or the Sellers) may decide in its sole discretion to pay the share of the first mentioned Party to the Audit Expert. Such Party/ies shall be entitled to claim the reimbursement of such advance from the other Party/ies. The Parties shall bear the cost of the Audit Expert in proportion to their respective success and defeat. The Parties shall all be treated as clients (Auftraggeber) within the meaning of the General Terms and Conditions for Auditors 2018 (Allgemeine Auftragsbedingungen für Wirtschaftstreuhandberufe 2018). (h) To enable the Sellers to meet their obligations under this Clause 3.4, the Purchasers shall provide, and procure that the Company provides, to the Sellers the reasonably necessary access to books, records and other documents of the Company, to the extent legally permitted, to the date that the draft Closing Accounts are agreed or determined. (i) When the Closing Accounts, the Final Purchase Price and the Purchase Price Adjustment have been agreed or determined in accordance with the preceding provisions of this Clause 3.4, then the Closing Accounts (including the Closing Cash, Closing Indebtedness and Closing Net Working Capital reflected in the Closing Accounts) as well as the Final Purchase Price and the Purchase Price Adjustment determined by the Independent Accounting Firm shall be final and binding upon the Parties. Each Party shall bear Parties for the fees, costs and expenses of its own accountants in connection the preparation of its Closing Accounts, and other actions contemplated by this Section 5.3. If the absolute value purposes of the difference between (a) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Buyer is greater than or equal to five percent (5%) determination of the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Buyer or the Parent shall bear all fees, costs and expenses of the Independent Accounting FirmPurchase Price Adjustment. If the absolute value of the difference between (i) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Seller is less than five percent (5%) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Seller shall bear all fees, costs and expenses of the Independent Accounting Firm.25

Closing Accounts. 5.3.1 5.1 As soon promptly as reasonably practicable, but not in no event later than within ninety (90) Business Days following the Closing Date, the Purchaser shall provide to the Seller draft Closing Accounts, and a separate certificate based on such draft Closing Accounts, setting out the Purchaser’s calculation of, and a statement on the proposed Closing Net Debt and Closing Working Capital. The Closing Accounts and the Closing Net Debt statement and the Closing Working Capital statement shall be prepared in accordance with the Accounting Principles. The Inventory of the Business shall be subject to a full stock taking and inventory count under application of valuation principles consistent with the Accounting Principles. 5.2 The Purchaser shall, after the Closing Date, ensure that the Seller and the Seller’s accountants have full access to the financial books and records of the Companies, for the purposes of review of the draft Closing Accounts, provided, however, that such review shall be conducted in such manner as not to interfere unreasonably with the conduct and operation of the Business. 5.3 Within sixty (60) Business Days after the Closing Date, the Buyer shall deliver delivery to the Seller the Closing Accounts which shall include a statement of the Closing Working Capital. The Closing Accounts shall be prepared using the form set out in Appendix C in accordance with the Accounting Principles. 5.3.2 Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the value of the Inventory purchased by the Buyer under this Agreement be ascribed a value in excess of the Inventory Cap for the purpose of calculating the Closing Working Capital. 5.3.3 Within thirty (30) Business Days after receipt of the draft Closing Accounts, the Seller and/or the Company may deliver submit to the Buyer Purchaser a written statement either accepting the draft Closing Accounts or setting forth in detail those items and amounts in the draft Closing Accounts with on which the Seller and/or the Company disagrees with the BuyerPurchaser, including a separate statement certificate setting out the Seller and/or Seller’s calculation of, and a statement on the Company’s proposal for the proposed Closing Net Debt and Closing Working Capital and Capital. If the Seller and/or the Company’s calculation thereof. 5.3.4 In the event that the Seller and/or the Company does not fails to deliver such written statement to within such sixty (60) Business Day period, then the Buyer within the period set forth in Section 5.3.3 or, if such statement from the Seller and/or the Company is delivered, to the extent that the statement does not include any disagreement on items and amounts, the Seller draft Closing Accounts (and the Company resulting Purchase Price Adjustment) shall be deemed agreed and final. 5.4 Any dispute as to have accepted the Closing Accounts from the Buyer. 5.3.5 If the Seller and/or the Company objects to the Buyer’s Closing Accounts and if the Buyer does not agree with the Seller and/or the Company’s submitted statement (it being agreed that the failure of the Buyer to deliver written notice to the Seller or the Company of the Buyer’s disagreement with the Seller and/or the Company’s objections within fifteen (15) Business Days of receipt of such objections shall be deemed as acceptance by the Buyer), and such objections are not resolved on a mutually agreeable basis within thirty (30) Business Days after the Buyer’s receipt thereof, any disagreement between the Parties regarding the same shall be resolved in the following manner: (ai) During a thirty (30) Business Day period following receipt by the Purchaser of a written statement and report as referred to in Section 5.3, the Seller and the Purchaser shall attempt to resolve the dispute and determine the appropriateness of the draft Closing Accounts including the Closing Net Debt and Closing Working Capital proposed by the Purchaser and the Seller respectively. (ii) If, at the end of the thirty (30) Business Day period specified in Section 5.4 (i), the Seller and the Purchaser have not resolved the dispute, the matter shall, upon a written request by either Party, be referred to arbitration with the Accounting Arbitrator acting as the sole arbitrator. (iii) The Accounting Arbitrator shall promptly review this Agreement and those items and amounts set forth in the draft Closing Accounts and the proposed Closing Net Debt and Closing Working Capital statements with which the Seller has disagreed for expert determination to purposes of determining whether the Independent Accounting FirmClosing Accounts and the Closing Net Debt and the Closing Working Capital statements have been prepared and whether the Purchaser’s calculation of Closing Net Debt and Closing Working Capital have been made in accordance with the terms and conditions of this Agreement. The Independent Accounting Firm shall make its decision to the Parties in a written report within sixty (60) Business Days of its appointment; (b) the Independent Accounting Firm Arbitrator shall consider only those amounts and items as to set forth in the Purchaser’s Closing Net Debt and Closing Working Capital statements with which the Seller has disagreed. Following its review, the Accounting Arbitrator shall deliver to the Parties a report setting forth its calculation of Closing Net Debt and Closing Working Capital. The determination by the Buyer have disagreed and Accounting Arbitrator shall not assign a value to any item higher than the highest value for such item claimed by either Party or lower than the lowest value for such item claimed by either Party, provided, however, that to the extent the determination of the value of any disputed item affects any other item used in calculating Closing Net Debt or Closing Working Capital such effect may be taken into account by the Accounting Arbitrator. (iv) The decision of the Independent Accounting Firm shall in no event be greater than the largest amount of the Adjusted Shortfall Working Capital or Adjusted Excess Working Capital proposed by the Seller and the CompanyArbitrator will, or the Buyerabsent manifest mathematical errors, respectively. 5.3.6 The Independent Accounting Firm shall act in its capacity as an expert and not as an arbitrator. The Closing Working Capital Adjustment determined by the Independent Accounting Firm shall be final and binding upon the Parties. Each Party shall bear Parties for the fees, costs and expenses purposes of its own accountants in connection the preparation of its Closing Accounts, Closing Net Debt and other actions contemplated by this Section 5.3. If the absolute value of the difference between (a) the Closing Working Capital Adjustment calculated by Capital. The Parties will bear the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Buyer is greater than or equal to five percent (5%) of the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Buyer or the Parent shall bear all fees, costs fees and expenses of the Independent Accounting Firm. If Arbitrator in reverse relation to each Party’s success in the absolute value dispute based on a comparison of the difference between (i) Parties’ respective statements with the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Seller is less than five percent (5%) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Seller shall bear all fees, costs and expenses final decision of the Independent Accounting FirmArbitrator.

Closing Accounts. 5.3.1 As soon as reasonably practicable, but not (a) In any event no later than sixty (60) Business Days after May 1, 2000, the Rescuing Company, with a reasonable amount of assistance of the Transferring Company, shall prepare and deliver to the Transferring Company a draft of the Closing Accounts in the form set forth in Exhibit 2.4 which reflects a complete computation of the Transferred Liabilities Amount and the Transferred Assets Value, both calculated as of the end of the day immediately prior to the Closing Date; provided, however, that the Buyer Rescuing Company may postpone the above deadline up to 14 days, upon consent of the Transferring Company which shall deliver not be unreasonably withheld. (b) The Rescuing Company shall permit the Transferring Company to have such access to the Seller offices and the books and records of the Rescuing Company related to the Transferred Business as the Transferring Company may reasonably require, cause the officers, employees and advisors of the Rescuing Company to cooperate in good faith with the Transferring Company and furnish to the Transferring Company all financial and other data and information related to the Transferred Business as the Transferring Company may reasonably request, in connection with its review of the Closing Accounts. (c) In the event that the Transferring Company has any disagreement with the Rescuing Company's draft of the Closing Accounts which shall include a statement on the ground that such draft of the Closing Working Capital. The Closing Accounts shall be has not been prepared using the form set out in Appendix C in accordance with the Accounting Principlesprinciples described in Schedules 1.1(o) and 1.1(p) or that the Transferring Company has not received from the Rescuing Company reasonable materials or explanations to verify the accuracy of such draft, the Transferring Company shall give written notice of all such disagreements (the "Notice of Disagreement") within 30 days after the draft of the Closing Accounts is delivered to the Transferring Company under (a) above. The Notice of Disagreement shall set forth each item in disagreement, shall provide reasonable specificity as to the ground and basis for each disagreement and shall reasonably specify the total adjustment to the Transferred Assets Value or Transferred Liabilities Amount, as the case may be. 5.3.2 Notwithstanding anything to (d) In the contrary in this Agreement, under no circumstances shall event that the value of the Inventory purchased by the Buyer under this Agreement be ascribed a value in excess of the Inventory Cap for the purpose of calculating the Closing Working Capital. 5.3.3 Within thirty (30) Business Days after receipt of Transferring Company agrees with the Closing Accounts, the Seller and/or Closing Accounts shall be final on the Company may deliver to day which is 30 days after the Buyer a written statement setting forth in detail those items and amounts in date on which the draft of the Closing Accounts with which is delivered to the Seller and/or Transferring Company. If the Company disagrees with the Buyer, including a separate statement setting out the Seller and/or the Company’s proposal for the Closing Working Capital and the Seller and/or the Company’s calculation thereof. 5.3.4 In the event that the Seller and/or the Transferring Company does not deliver a Notice of Disagreement under (c) above within such written statement to the Buyer within the period set forth in Section 5.3.3 or, if such statement from the Seller and/or the Company is delivered, to the extent that the statement does not include any disagreement on items and amounts30-day period, the Seller and the Company shall be deemed to have accepted Closing Accounts from the Buyer. 5.3.5 If the Seller and/or the Company objects to the Buyer’s Closing Accounts and if the Buyer does not agree with the Seller and/or the Company’s submitted statement (it being agreed that the failure of the Buyer to deliver written notice to the Seller or the Company of the Buyer’s disagreement with the Seller and/or the Company’s objections within fifteen (15) Business Days of receipt of such objections shall be deemed as acceptance by the Buyer), and such objections are not resolved on a mutually agreeable basis within thirty (30) Business Days after the Buyer’s receipt thereof, any disagreement between the Parties regarding the same shall be resolved in the following manner: (a) upon a written request by either Party, be referred for expert determination to the Independent Accounting Firm. The Independent Accounting Firm shall make its decision to the Parties in a written report within sixty (60) Business Days of its appointment; (b) the Independent Accounting Firm shall consider only those amounts and items as to which the Seller and the Buyer have disagreed and the decision of the Independent Accounting Firm shall in no event be greater than the largest amount of the Adjusted Shortfall Working Capital or Adjusted Excess Working Capital proposed by the Seller and the Company, or the Buyer, respectively. 5.3.6 The Independent Accounting Firm shall act in its capacity as an expert and not as an arbitrator. The Closing Working Capital Adjustment determined by the Independent Accounting Firm shall be final and binding upon the Parties. Each Party parties. (e) If, on the other hand, the Transferring Company delivers a Notice of Disagreement to the Rescuing Company within such 30-day period, the two parties shall bear the fees, costs and expenses of its own accountants negotiate in connection the preparation of its Closing Accounts, and other actions contemplated by this Section 5.3good faith to resolve all disagreements as promptly as practicable. If the absolute value parties are unable to resolve all disagreements within 30 days of receipt by the Rescuing Company of the difference between Notice of Disagreement, then all unresolved disagreements will be submitted to an independent certified public accounting firm of national standing and reputation as the Transferring Company and Rescuing Company shall jointly select and retain (athe "Settlement Auditor") for resolution in accordance herewith. The parties shall cooperate in good faith with the Settlement Auditor and shall give the Settlement Auditor access to all books, records and other documents and information requested by the Settlement Auditor for purposes of such resolution. In preparing such resolution, the Settlement Auditor shall be instructed, and agree, to follow the principles described in Schedules 1.1(o) and 1.1(p). The Settlement Auditor shall, within 60 days after its engagement, deliver to the Transferring Company and the Rescuing Company a conclusive written resolution of all disagreements submitted to it, which shall be final and binding upon the parties. The amount of the Transferred Assets Value and Transferred Liabilities Amount, as the case may be, will be adjusted accordingly to reflect any such resolution and, as adjusted, shall be deemed final, and the Closing Working Capital Adjustment calculated by Accounts shall accordingly be final. The Rescuing Company and the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Buyer is greater than or equal to five percent (5%) Transferring Company shall each pay one-half of the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Buyer or the Parent shall bear all fees, costs fees and expenses of the Independent Accounting FirmSettlement Auditor. If The parties agree that the absolute value of Settlement Auditor shall be Chuo Audit Corporation (or such other audit firm as the difference between (i) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Seller is less than five percent (5%) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Seller shall bear all fees, costs and expenses of the Independent Accounting Firmparties may agree).

Closing Accounts. 5.3.1 5.1 As soon promptly as reasonably practicable, but not in no event later than within ninety (90) Business Days following the Closing Date, the Purchaser shall provide to the Seller draft Closing Accounts, and a separate certificate based on such draft Closing Accounts, setting out the Purchaser’s calculation of, and a statement on the proposed Closing Net Debt and Closing Working Capital. All calculations pursuant to this Section 5 will be determined in USD. The Closing Accounts and the Closing Net Debt statement and the Closing Working Capital statement shall be prepared in accordance with the Accounting Principles. The Inventory of the Business shall be subject to a full stock taking and inventory count under application of valuation principles consistent with the Accounting Principles. 5.2 The Purchaser shall, after the Closing Date, ensure that the Seller and the Seller’s accountants have full access to the financial books and records of the Company, for the purposes of review of the draft Closing Accounts, provided, however, that such review shall be conducted in such manner as not to interfere unreasonably with the conduct and operation of the Business. 5.3 Within sixty (60) Business Days after the Closing Date, the Buyer shall deliver delivery to the Seller the Closing Accounts which shall include a statement of the Closing Working Capital. The Closing Accounts shall be prepared using the form set out in Appendix C in accordance with the Accounting Principles. 5.3.2 Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the value of the Inventory purchased by the Buyer under this Agreement be ascribed a value in excess of the Inventory Cap for the purpose of calculating the Closing Working Capital. 5.3.3 Within thirty (30) Business Days after receipt of the draft Closing Accounts, the Seller and/or the Company may deliver submit to the Buyer Purchaser a written statement either accepting the draft Closing Accounts or setting forth in detail those items and amounts in the draft Closing Accounts with on which the Seller and/or the Company disagrees with the BuyerPurchaser, including a separate statement certificate setting out the Seller and/or Seller’s calculation of, and a statement on the Company’s proposal for the proposed Closing Net Debt and Closing Working Capital and Capital. If the Seller and/or the Company’s calculation thereof. 5.3.4 In the event that the Seller and/or the Company does not fails to deliver such written statement to within such sixty (60) Business Day period, then the Buyer within the period set forth in Section 5.3.3 or, if such statement from the Seller and/or the Company is delivered, to the extent that the statement does not include any disagreement on items and amounts, the Seller draft Closing Accounts (and the Company resulting Purchase Price Adjustment) shall be deemed agreed and final. 5.4 Any dispute as to have accepted the Closing Accounts from the Buyer. 5.3.5 If the Seller and/or the Company objects to the Buyer’s Closing Accounts and if the Buyer does not agree with the Seller and/or the Company’s submitted statement (it being agreed that the failure of the Buyer to deliver written notice to the Seller or the Company of the Buyer’s disagreement with the Seller and/or the Company’s objections within fifteen (15) Business Days of receipt of such objections shall be deemed as acceptance by the Buyer), and such objections are not resolved on a mutually agreeable basis within thirty (30) Business Days after the Buyer’s receipt thereof, any disagreement between the Parties regarding the same shall be resolved in the following manner: (ai) During a thirty (30) Business Day period following receipt by the Purchaser of a written statement and report as referred to in Section 5.3, the Seller and the Purchaser shall attempt to resolve the dispute and determine the appropriateness of the draft Closing Accounts including the Closing Net Debt and Closing Working Capital proposed by the Purchaser and the Seller respectively. (ii) If, at the end of the thirty (30) Business Day period specified in Section 5.4(i), the Seller and the Purchaser have not resolved the dispute, the matter shall, upon a written request by either Party, be referred to arbitration with the Accounting Arbitrator acting as the sole arbitrator. (iii) The Accounting Arbitrator shall promptly review this Agreement and those items and amounts set forth in the draft Closing Accounts and the proposed Closing Net Debt and Closing Working Capital statements with which the Seller has disagreed for expert determination to purposes of determining whether the Independent Accounting FirmClosing Accounts and the Closing Net Debt and the Closing Working Capital statements have been prepared and whether the Purchaser’s calculation of Closing Net Debt and Closing Working Capital have been made in accordance with the terms and conditions of this Agreement. The Independent Accounting Firm shall make its decision to the Parties in a written report within sixty (60) Business Days of its appointment; (b) the Independent Accounting Firm Arbitrator shall consider only those amounts and items as to set forth in the Purchaser’s Closing Net Debt and Closing Working Capital statements with which the Seller has disagreed. Following its review, the Accounting Arbitrator shall deliver to the Parties a report setting forth its calculation of Closing Net Debt and Closing Working Capital. The determination by the Buyer have disagreed and Accounting Arbitrator shall not assign a value to any item higher than the highest value for such item claimed by either Party or lower than the lowest value for such item claimed by either Party, provided, however, that to the extent the determination of the value of any disputed item affects any other item used in calculating Closing Net Debt or Closing Working Capital such effect may be taken into account by the Accounting Arbitrator. (iv) The decision of the Independent Accounting Firm shall in no event be greater than the largest amount of the Adjusted Shortfall Working Capital or Adjusted Excess Working Capital proposed by the Seller and the CompanyArbitrator will, or the Buyerabsent manifest mathematical errors, respectively. 5.3.6 The Independent Accounting Firm shall act in its capacity as an expert and not as an arbitrator. The Closing Working Capital Adjustment determined by the Independent Accounting Firm shall be final and binding upon the Parties. Each Party shall bear Parties for the fees, costs and expenses purposes of its own accountants in connection the preparation of its Closing Accounts, Closing Net Debt and other actions contemplated by this Section 5.3. If the absolute value of the difference between (a) the Closing Working Capital Adjustment calculated by Capital. The Parties will bear the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Buyer is greater than or equal to five percent (5%) of the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Buyer or the Parent shall bear all fees, costs fees and expenses of the Independent Accounting Firm. If Arbitrator in reverse relation to each Party’s success in the absolute value dispute based on a comparison of the difference between (i) Parties’ respective statements with the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Seller is less than five percent (5%) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Seller shall bear all fees, costs and expenses final decision of the Independent Accounting FirmArbitrator.

Closing Accounts. 5.3.1 As soon as reasonably practicable, but not later than sixty (60A) Business Days after After the Closing DateClosing, the Buyer shall cause the Company to establish and deliver to the Seller Sellers' Representative within [***] calendar days after the Closing Accounts which shall include a statement Date the calculation of the Adjustment Amount as per the Closing Working Capital. The Closing Accounts shall be prepared using Date 9 (the form set out in Appendix C "Proposed Adjustment Amount"), calculated in accordance with the Accounting PrinciplesAnnex 3.2. 5.3.2 Notwithstanding anything B) The Sellers shall cooperate with, and support, the Buyer in connection with the determination of the Adjustment Amount. C) The Buyer shall cause the Group Companies to give the Sellers' Representative and its advisors reasonably prompt access during regular business hours to the contrary in this Agreementrecords, under no circumstances shall accounts and other information of relevance for the value preparation and conduct of their review of the Inventory purchased by the Buyer under this Agreement be ascribed a value in excess calculation of the Inventory Cap for Base Purchase Price and the purpose Proposed Adjustment Amount and, if applicable, in the event of calculating the Closing Working Capitalany subsequent objection and appraiser procedure pursuant to Section 3.6.2. 5.3.3 Within thirty D) Unless the Sellers' Representative gives written notice (30the "Notice of Objection") Business Days after receipt of the Closing Accounts, the Seller and/or the Company may deliver to the Buyer a written statement setting forth in detail those items and amounts in the Closing Accounts with which the Seller and/or the Company disagrees with the Buyer, including a separate statement setting out the Seller and/or the Company’s proposal for the Closing Working Capital and the Seller and/or the Company’s calculation thereof. 5.3.4 In the event that the Seller and/or the Company does not deliver such written statement to the Buyer within [***] Business Days following receipt of the period calculation of the Base Purchase Price and the Proposed Adjustment Amount that they disagree with any specific item set forth in Section 5.3.3 orthe calculation of the Base Share Purchase Agreement Versantis AG 16/#NUM_PAGES# Purchase Price or the Proposed Adjustment Amount, if stating in such statement from notice in reasonable detail the Seller and/or the Company is delivered, to the extent that the statement does not include any disagreement on items reasons for their objections and amountstheir proposed calculation and amounts of such item (collectively, the Seller "Disputed Items"), the calculation of the Base Purchase Price and the Company Proposed Adjustment Amount and all calculations set forth therein shall be deemed to have accepted Closing Accounts from the Buyer. 5.3.5 If the Seller and/or the Company objects to the Buyer’s Closing Accounts and if the Buyer does not agree with the Seller and/or the Company’s submitted statement (it being agreed that the failure of the Buyer to deliver written notice to the Seller or the Company of the Buyer’s disagreement with the Seller and/or the Company’s objections within fifteen (15) Business Days of receipt of such objections shall be deemed as acceptance by the Buyer), and such objections are not resolved on a mutually agreeable basis within thirty (30) Business Days after the Buyer’s receipt thereof, any disagreement between the Parties regarding the same shall be resolved in the following manner: (a) upon a written request by either Party, be referred for expert determination to the Independent Accounting Firm. The Independent Accounting Firm shall make its decision to the Parties in a written report within sixty (60) Business Days of its appointment; (b) the Independent Accounting Firm shall consider only those amounts and items as to which the Seller and the Buyer have disagreed and the decision of the Independent Accounting Firm shall in no event be greater than the largest amount of the Adjusted Shortfall Working Capital or Adjusted Excess Working Capital proposed by the Seller and the Company, or the Buyer, respectively. 5.3.6 The Independent Accounting Firm shall act in its capacity as an expert and not as an arbitrator. The Closing Working Capital Adjustment determined by the Independent Accounting Firm shall be final and binding on the Parties for all purposes hereunder (upon the Parties. Each Party shall bear the fees, costs becoming final and expenses of its own accountants binding in connection the preparation of its Closing Accounts, and other actions contemplated by accordance with this Section 5.3. If 3.6, the absolute value of the difference between (a) the Closing Working Capital "Final Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Buyer is greater than or equal to five percent (5%) of the Closing Working Capital Adjustment calculated by the Independent Accounting FirmAmount", then the Buyer or the Parent shall bear all fees, costs and expenses of the Independent Accounting Firm. If the absolute value of the difference between (i) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Seller is less than five percent (5%) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Seller shall bear all fees, costs and expenses of the Independent Accounting Firmrespectively).

Closing Accounts. 5.3.1 As soon as reasonably practicable, but not later than sixty (60a) Business Days after the Closing Date, the Buyer The Purchasers’ Guarantor shall deliver procure to the Seller prepare a draft of the Closing Accounts which shall include a statement of and the Closing Working Capital. The Closing Accounts shall be prepared using Statement in the form format set out in Appendix C Exhibit 5.3(a), on the basis of the accounting policies and procedures that have been agreed between the parties for this purpose as set out in accordance with the “Celesio Group IFRS Accounting PrinciplesManual Version 2012” that has been handed over to the Purchasers prior to this notarization (a copy of which has for documentation purposes also been included in Exhibit 5.3(a)), and deliver them to Seller 1 within 15 Business Days of Closing. 5.3.2 Notwithstanding anything to (b) Seller 1 shall notify the contrary Purchasers’ Guarantor in this Agreement, under no circumstances shall the value of the Inventory purchased by the Buyer under this Agreement be ascribed a value in excess of the Inventory Cap for the purpose of calculating the Closing Working Capital. 5.3.3 Within thirty (30) Business Days after receipt of the Closing Accounts, the Seller and/or the Company may deliver to the Buyer a written statement setting forth in detail those items and amounts in the Closing Accounts with which the Seller and/or the Company disagrees with the Buyer, including a separate statement setting out the Seller and/or the Company’s proposal for the Closing Working Capital and the Seller and/or the Company’s calculation thereof. 5.3.4 In the event that the Seller and/or the Company does not deliver such written statement to the Buyer writing within the period set forth in Section 5.3.3 or, if such statement from the Seller and/or the Company is delivered, to the extent that the statement does not include any disagreement on items and amounts, the Seller and the Company shall be deemed to have accepted Closing Accounts from the Buyer. 5.3.5 If the Seller and/or the Company objects to the Buyer’s Closing Accounts and if the Buyer does not agree with the Seller and/or the Company’s submitted statement (it being agreed that the failure of the Buyer to deliver written notice to the Seller or the Company of the Buyer’s disagreement with the Seller and/or the Company’s objections within fifteen (15) 30 Business Days of receipt of such objections shall be deemed as acceptance by draft Closing Accounts and the Buyer), Statement whether or not it accepts the draft Closing Accounts and Statement for the purposes of this Agreement. (c) If Seller 1 notifies the Purchasers’ Guarantor that it does not accept such objections are not resolved on a mutually agreeable basis within thirty (30) Business Days after the Buyer’s receipt thereof, any disagreement between the Parties regarding the same shall be resolved in the following mannerdraft Closing Accounts and Statement: (ai) upon a written request by either Partyit shall, at the same time as it notifies the Purchasers’ Guarantor that it does not accept such draft Closing Accounts and Statement, set out in such notice in writing its reasons in reasonable detail for such non-acceptance and specify the adjustments which, in its opinion, should be referred for expert determination made to the Independent Accounting Firm. The Independent Accounting Firm draft Closing Accounts and the Statement in order to comply with the requirements of this Agreement; and (ii) the Parties shall make its decision use all reasonable endeavours to: (A) meet and discuss the objections of Seller 1; and (B) try to reach agreement upon the adjustments (if any) required to be made to the Parties draft Closing Accounts and the Statement; in a written report each case, within sixty (60) 10 Business Days of Seller 1’s notice of non-acceptance pursuant to Section 5.3(c) (or such other time as the Parties may agree in writing). (d) If Seller 1 is satisfied with the draft Closing Accounts and the Statement (either as originally submitted or after adjustments agreed between the Seller 1 and the Purchasers’ Guarantor) or if Seller 1 fails to notify the Purchasers’ Guarantor of its appointmentnon-acceptance of the draft Closing Accounts and the Statement within the 30 Business Day period referred to in Section 5.3(b), then the draft Closing Accounts and the Statement (incorporating any agreed adjustments, if any) shall constitute the Closing Accounts and the Statement for the purposes of this Agreement. (e) If Seller 1 and the Purchasers’ Guarantor do not reach agreement within the 10 Business Day period referred to in Section 5.3 (c)(ii) (or such other time as the Parties may agree in writing) then the matters in dispute (and only those) shall be referred, on the application of either Seller 1 or the Purchasers’ Guarantor, for determination by an independent firm of internationally recognised auditors/chartered accountants to be agreed upon by Seller 1 and the Purchasers’ Guarantor or failing agreement, to be selected, on the application of either Seller 1 or the Purchasers’ Guarantor, by the President of the Institute of Chartered Accountants (Xxxxxxxx xxx Xxxxxxxxxxxxxxxxx xx Xxxxxxxxxxx x.X.), Xxxxxxxxxx, Xxxxxxx or his duly appointed deputy being in office at the point in time the application is made (the “Firm”). The following provisions shall apply to such determination: (i) the Purchasers’ Guarantor and/or the Purchasers’ Guarantor’s accountants and Seller 1 and/or the Seller 1’s accountants shall each promptly prepare and deliver to the Firm a written statement on the matters in dispute (together with the relevant supporting documents); (bii) the Independent Accounting Firm shall consider only those amounts be requested to give its decision within 15 Business Days (or by such later date as the Firm determines) of the confirmation and items as acknowledgment by the Firm of its appointment hereunder; (iii) in giving such determination, the Firm shall state what adjustments (if any) are necessary to which the Seller draft Closing Accounts and the Buyer have disagreed and the decision Statement in respect of the Independent Accounting Firm matters in dispute in order to comply with the requirements of this Agreement and shall in no event be greater than give its reasons therefor; (iv) the largest amount of the Adjusted Shortfall Working Capital or Adjusted Excess Working Capital proposed by the Seller and the Company, or the Buyer, respectively. 5.3.6 The Independent Accounting Firm shall act in its capacity as an expert (and not as an arbitrator. The Closing Working Capital Adjustment determined by the Independent Accounting Firm ) in making any such determination which shall be final and binding on the parties (in the absence of manifest error), it being understood that the Firm shall neither interpret this Agreement nor decide upon the Parties. Each legal issues unless such legal issues exclusively regard generally accepted accounting principles; (v) each Party shall bear the fees, costs and expenses of all counsel and other advisers, witnesses and employees retained by it and the costs and the expenses of the Firm shall be borne between the Seller 1 and the Purchasers’ Guarantor in such proportions as the Firm shall in its own discretion determine, taking into account the degree of success or unsuccessfulness of the respective Party pursuant to Section 91 et seq. German Code of Civil Procedure (ZPO). (vi) When Seller 1 and the Purchasers’ Guarantor reach (or pursuant to Section 5.3(d) are deemed to have reached) agreement on the Closing Accounts and the Statement or when the Closing Accounts and the Statement are finally determined at any stage in accordance with the procedures set out in this Section 5.3 (e) (i) - (v): (A) the Closing Accounts and the Statement as so agreed or determined shall be the Closing Accounts and the Statement for the purposes of this Agreement and shall be final and binding on the Parties; and (B) the Working Capital Amount, the Debt, the Final Intercompany Debt and the Cash in each case, shall be as set out in the Statement. (vii) Subject to any rule of law or any regulatory body or any provision of any contract or arrangement entered into prior to the date of this Agreement to the contrary, Seller 1 shall procure that each member of the Sellers’ Group shall, and the Purchasers’ Guarantor shall procure that each Purchaser and the Movianto Companies shall, promptly provide each other, their respective advisers, the Firm, the Purchasers’ accountants and the Sellers’ accountants with all information (in connection their respective possession or control) relating to the preparation operations of its Closing Accountsthe Movianto Companies including access at all reasonable times to all the Movianto Companies’ employees, books, records, and other actions contemplated by relevant information and all co-operation and assistance, as may in any such case be reasonably required to: (A) enable the production of the Closing Accounts and the Statement; and (B) enable the Firm to determine the Closing Accounts and the Statement. (viii) Seller 1 and the Purchasers’ Guarantor hereby authorise each other, their respective advisers and the Firm to take copies of all information which they have agreed to provide under this Section 5.3. If . (ix) Seller 1 and the absolute value Purchasers’ Guarantor shall each bear their own costs and expenses arising out of the difference between (a) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm preparation and (b) the Closing Working Capital Adjustment calculated by the Buyer is greater than or equal to five percent (5%) review of the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Buyer or the Parent shall bear all fees, costs Accounts and expenses of the Independent Accounting Firm. If the absolute value of the difference between (i) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Seller is less than five percent (5%) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Seller shall bear all fees, costs and expenses of the Independent Accounting FirmStatement.

Closing Accounts. 5.3.1 As soon 3.4.1 After Closing, the Purchaser shall prepare a draft of the Closing Accounts (the “Draft Closing Accounts”) and allow the Sellers and its representatives and advisors reasonable access to the employees, documents, books and records of the Group Companies, to the extent reasonably required by the Sellers in order to review the supporting documentation and underlying material to the Draft Closing Accounts. 3.4.2 The Purchaser shall, at the latest on the date falling forty five (45) Business Days after the Closing Date, provide to the Sellers the Draft Closing Accounts, together with access to reasonable supporting documentation and underlying material reasonably required for the Sellers to review the Draft Closing Accounts and produce the Response Statement, and a separate statement setting out the Purchaser’s proposed calculation of the Purchase Price in accordance with Section 3.1 as reasonably practicable, but well as the Purchase Price Adjustment (the “Adjustment Statement”). 3.4.3 If the Purchaser does not later than sixty provide to the Sellers the Draft Closing Accounts within forty-five (6045) Business Days after the Closing Date, the Buyer shall deliver Sellers subject to notification in writing to the Seller Purchaser setting forth its delay and, provided the Purchaser fails to deliver the Draft Closing Accounts which shall include a statement of the Closing Working Capital. The Closing Accounts shall be prepared using the form set out in Appendix C in accordance with the Accounting Principles. 5.3.2 Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the value of the Inventory purchased by the Buyer under this Agreement be ascribed a value in excess of the Inventory Cap for the purpose of calculating the Closing Working Capital. 5.3.3 Within thirty within ten (3010) Business Days after the Purchaser’s receipt of the Closing Accountsaforementioned written notice, the Seller and/or Sellers shall have the Company may deliver right, upon written notification, to prepare the Draft Closing Accounts instead of the Purchaser. In such case the procedure in Section 3.4 shall apply conversely for the Sellers and the Purchaser. 3.4.4 Within forty five (45) Business Days after the delivery to the Buyer Sellers of the Draft Closing Accounts and the Adjustment Statement, the Sellers shall submit a notice to the Purchaser containing either (i) a written statement setting forth out in detail those items and amounts in the Draft Closing Accounts with which the Seller and/or the Company Sellers disagrees with the Buyerwith, including a separate statement setting out of the Seller and/or Sellers’ calculation of the Company’s proposal for the Closing Working Capital Purchase Price and the Seller and/or Purchase Price Adjustment, or (ii) a written statement confirming that the Company’s calculation thereofSellers agrees with the Draft Closing Accounts and the Adjustment Statement (in each case the “Response Statement”). 5.3.4 3.4.5 In the event that the Seller and/or the Company does Sellers (i) do not deliver such written statement a Response Statement to the Buyer Purchaser within the period set forth stipulated in Section 5.3.3 or3.4.4, if or (ii) within such period delivers a statement from the Seller and/or the Company is delivered, to the extent containing a confirmation that the statement does not include any disagreement on items Sellers agrees with the Draft Closing Accounts and amountsthe Adjustment Statement, the Seller and Sellers shall, as at the Company shall relevant date, be deemed to have accepted the Draft Closing Accounts, the Purchase Price and the Purchase Price Adjustment as submitted by the Purchaser, and, for the purposes of Sections 3.3.1 and 3.3.2, the Closing Accounts from the Buyer. 5.3.5 If the Seller and/or the Company objects to the Buyer’s Closing Accounts and if the Buyer does not agree with the Seller and/or the Company’s submitted statement (it being agreed that the failure of the Buyer to deliver written notice to the Seller or the Company of the Buyer’s disagreement with the Seller and/or the Company’s objections within fifteen (15) Business Days of receipt of such objections shall be deemed completed and the Purchase Price determined as acceptance by at either (as the Buyer)case may be) the date of expiry of the period stipulated in Section 3.4.4 or the date upon which the Purchaser has received a statement pursuant to sub-paragraph (ii) above. 3.4.6 Any disagreement as to the Closing Accounts, and such objections are not resolved on a mutually agreeable basis within thirty (30) Business Days after the Buyer’s receipt thereof, any disagreement between the Parties regarding the same shall be resolved in the following manner: (a) During a fifteen (15) Business Day period following receipt by the Purchaser of the Response Statement, the Parties shall attempt to resolve the dispute and determine the appropriateness of the disagreements set out in the Adjustment Statement and the Response Statement, as the case may be, and, for the purposes of Section 3.3.1 and 3.3.2, if the Parties reach an agreement within the fifteen (15) Business Day period, the Closing Accounts shall be deemed completed and the Purchase Price determined as at the date of such agreement. (b) If, at the end of the fifteen (15) Business Day period specified in Section 3.4.6(a), the Parties have not resolved the disagreement, each Party shall by notice to the other Party have the right to request that the matter shall be referred to arbitration with an independent, experienced and well-reputed certified Swedish auditor with one of the Big Four auditing firms (the “Arbitrating Auditor”) acting as the sole arbitrator. The Arbitrating Auditor shall apply this Agreement and the Parties’ intentions when making his statements and conclusions. (c) If the Parties cannot agree on the appointment of the Arbitrating Auditor within fifteen (15) Business Days after receipt by either Party of a notice pursuant to Section 3.4.6(b), the Arbitrating Auditor shall upon a written request by either PartyParty be appointed by the Stockholm Chamber of Commerce. (d) The Arbitrating Auditor shall consider only those items and amounts as to which the Sellers has disagreed pursuant to its Response Statement and, be referred for expert determination to the Independent Accounting Firm. The Independent Accounting Firm shall make its decision to the Parties in a written report if possible within sixty forty (6040) Business Days of its appointment; (b) , shall resolve each matter in dispute in a manner consistent with the Independent terms herein, the Accounting Firm shall consider only those amounts Principles and items as to which the Seller and the Buyer have disagreed and the with any matters not in dispute. The decision of the Independent Accounting Firm Arbitrating Auditor, which shall be given in no event be greater than the largest amount of the Adjusted Shortfall Working Capital or Adjusted Excess Working Capital proposed by the Seller and the Companya written report, or the Buyer, respectively. 5.3.6 The Independent Accounting Firm shall act in its capacity as an expert and not as an arbitrator. The Closing Working Capital Adjustment determined by the Independent Accounting Firm shall will be final and binding upon the Parties. Each Party shall bear Parties for the fees, costs and expenses of its own accountants in connection the preparation of its Closing Accounts, and other actions contemplated by this Section 5.3. If the absolute value of the difference between (a) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Buyer is greater than or equal to five percent (5%) purposes of the Closing Working Capital Accounts (save for manifest error), the Purchase Price and the Purchase Price Adjustment calculated and, for the purposes of Sections 3.3.1 and 3.3.2, the Closing Accounts shall be deemed completed and the Purchase Price determined as at the date of such decision. Immediately upon request of the Arbitrating Auditor, the Purchaser and the Sellers agree and undertake to provide for the benefit of the Arbitrating Auditor a customary indemnity agreement on terms reasonably satisfactory to the Arbitrating Auditor for the work to be carried out by the Independent Accounting Firm, then the Buyer or the Parent shall bear all fees, costs Arbitrating Auditor. The fees and expenses of the Independent Accounting Firm. If the absolute value of the difference between (i) the Closing Working Capital Adjustment calculated Arbitrating Auditor shall be borne by the Independent Accounting Firm Parties in proportion to the amounts by which the Purchase Price stated in the Adjustment Statement and (b) the Closing Working Capital Adjustment calculated Response Statement, respectively, differs from the Purchase Price as established by the Seller is less than five percent (5%) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Seller shall bear all fees, costs and expenses of the Independent Accounting FirmArbitrating Auditor.

Closing Accounts. 5.3.1 As soon as reasonably practicable, but not later than sixty 6.3.1 Within a period of two (602) Business Days months after the Closing DateClosing, the Buyer shall deliver to the Seller at its sole cost and expense prepare the Closing Accounts which shall include and provide the Seller with a written statement of its calculation (the “Calculation Statement”) of the Closing Working CapitalNet Asset Value according to the Closing Accounts. The Seller shall render reasonable assistance to the Buyer and provide such information as the Buyer may reasonably require in order to enable the Buyer to prepare the Closing Accounts shall be prepared using at the form set out in Appendix C in accordance with the Accounting PrinciplesBuyer’s sole cost and expense. 5.3.2 Notwithstanding anything to 6.3.2 Upon receiving a Calculation Statement, the contrary in this Agreement, under no circumstances Seller shall the value of the Inventory purchased by the Buyer under this Agreement be ascribed a value in excess of the Inventory Cap for the purpose of calculating the Closing Working Capital. 5.3.3 Within within thirty (30) Business Days after receipt days either (i) notify the Buyer in writing that they agree with the Calculation Statement or (ii) notify the Buyer in writing that it does not agree with the Calculation Statement and stating the grounds of its disagreement and its own calculation of the Closing AccountsNet Asset Value together with a copy of any financial information used in making such calculation (the “Dispute Notice”). The Buyer shall give reasonable assistance to the Seller and its representatives and agents including without limitation access to the Company’s books and records necessary for the Seller to evaluate the Calculation Statement. If the Buyer does not receive any Dispute Notice from the Seller within such thirty (30) days period, the Seller and/or the Company may deliver shall be deemed to have agreed to the Buyer a written statement setting forth in detail those items Calculation Statement and amounts in the Buyer’s calculation of the Closing Accounts with which the Seller and/or the Company disagrees with the Buyer, including a separate statement setting out the Seller and/or the Company’s proposal for the Closing Working Capital and the Seller and/or the Company’s calculation thereofNet Asset Value. 5.3.4 6.3.3 In the event that a Dispute Notice is given by the Seller and/or the Company does not deliver such written statement according to the Buyer within the period set forth in Section 5.3.3 or, if such statement from the Seller and/or the Company is delivered, to the extent that the statement does not include any disagreement on items and amountsClause 6.3.2, the Seller and the Company Buyer shall be deemed meet and attempt in good faith to have accepted Closing Accounts from resolve the Buyer. 5.3.5 items or amounts in dispute. If the Seller and/or the Company objects to the Buyer’s Closing Accounts and if the Buyer does not agree with the Seller and/or the Company’s submitted statement (it being agreed that the failure of the Buyer to deliver written notice to the Seller or the Company of the Buyer’s disagreement with the Seller and/or the Company’s objections within fifteen (15) Business Days of receipt of such objections shall be deemed as acceptance by the Buyer), and such objections are not resolved on a mutually agreeable basis within thirty (30) Business Days after the Buyer’s receipt thereof, any disagreement between the Parties regarding the same shall be resolved in the following manner: (a) upon a written request by either Party, be referred for expert determination to the Independent Accounting Firm. The Independent Accounting Firm shall make its decision to the Parties in a written report within sixty (60) Business Days of its appointment; (b) the Independent Accounting Firm shall consider only those amounts and items as to which the Seller and the Buyer have disagreed and the decision are unable to reach an agreement within five (5) days after receipt of the Independent Accounting Firm shall in no event be greater than the largest amount of the Adjusted Shortfall Working Capital or Adjusted Excess Working Capital proposed Dispute Notice by the Seller and the Company, or the Buyer, respectively. 5.3.6 The either party may request an Independent Accounting Firm Advisor to review the disputed items or amounts and compute the Closing Net Asset Value in question. In making its calculation, the Independent Advisor shall act consider only the items or amounts in its capacity as an expert dispute (and not as an arbitratorto the extent required, any other items or amounts necessary to derive the disputed items or amounts). Such determination shall be made within fourteen (14) days after such request and shall be conclusive and binding on the parties. The Closing Working Capital Adjustment determined by the Independent Accounting Firm shall be final and binding upon the Parties. Each Party shall bear the fees, costs and expenses of its own accountants in connection the preparation of its Closing Accounts, and other actions contemplated by this Section 5.3. If the absolute value of the difference between (a) the Closing Working Capital Adjustment calculated by the Independent Accounting Firm and (b) the Closing Working Capital Adjustment calculated by the Buyer is greater than or equal to five percent (5%) of the Closing Working Capital Adjustment calculated by the Independent Accounting Firm, then the Buyer or the Parent shall bear all fees, costs and expenses of the Independent Accounting FirmAdvisor shall be borne by the party whose calculation of the Closing Net Asset Value is furthest from the Independent Advisor’s calculation. 6.3.4 If the Closing Net Asset Value is less than the sum of US$1,000,000, the Seller shall forthwith pay to the Buyer the amount of the deficit. If the absolute value Closing Net Asset Value is greater than the sum of US$1,000,000, the Buyer shall forthwith pay to the Seller the amount by which the Closing Net Asset Value exceed US$1,000,000. 6.3.5 Without prejudice to Clause 6.2.3, the amount by which the account receivables from related party exceed the liabilities owing to related party shall not be included as assets of the difference between (i) Company for calculation of the Net Asset Value. 6.3.6 The Buyer shall procure the Company to use commercially reasonable efforts, which efforts shall be at least equal to the efforts the Company used to collect its current accounts receivables, to collect the accounts receivables included in the calculation of the Closing Working Capital Adjustment calculated by Net Asset Value. Provided that the Independent Accounting Firm and (b) Buyer fulfills its obligations set forth in the Closing Working Capital Adjustment calculated by the Seller is less than five percent (5%) the Closing Working Capital Adjustment calculated by the Independent Accounting Firmpreceding sentence, then the Seller shall bear all fees, costs and expenses reimburse to the Buyer 85% of the Independent Accounting Firmamount of the account receivables included in the calculation of the Closing Net Asset Value which is not fully paid by the relevant debtor within a period of six (6) months after Closing (“Outstanding Accounts Receivables”). Upon the Seller’s reimbursement of the Outstanding Accounts Receivables to the Buyer, the Buyer shall procure the Company to assign the right for collection of the Outstanding Account Receivables from the Company to the Seller. The Company upon Seller’s request, shall use commercially reasonable efforts to assist Seller in collecting any Outstanding Accounts Receivables assigned to the Seller pursuant to the foregoing sentence for a period of six (6) months after the assignment of such Outstanding Accounts Receivables to the Seller.