Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.

Closing Adjustment. (i) In order to calculate the Purchase Price, the Base Purchase Price shall be (A) with decreased, dollar for dollar, by the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustmentWorking Capital Underage, if any, to be made or increased, dollar for dollar, by the Working Capital Overage, if any, and (B) decreased, dollar for dollar, by the amount of the Swap Breakage Fees. (ii) At least five (5) Business Days prior to the Purchase Price (the "Final Statement"). As soon as practicalscheduled Closing Date, but in any event within thirty (30) days following the Closing, the Sellers Seller shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost a statement setting forth Seller’s good faith estimate of the Inventory adjustment amounts in Section 2.1(c)(i) above and the Estimated Purchase Price as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and , together with reasonable supporting documentation as may be reasonably requested by Buyer. (iii) As promptly as practical following the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers Closing, but in writing of any disputed items contained in the Inventory Determination within thirty no event later than sixty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (3060) days after the Buyer's notification Closing Date, Buyer shall deliver to Seller a written statement (the “Final Closing Statement”) setting forth the actual adjustment amounts in Section 2.1(c)(i) above and the Purchase Price as of the Closing, together with reasonable supporting documentation as may be reasonably requested by Seller. (iv) The Final Closing Statement shall become final and binding on the 30th day following delivery thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after unless prior to the end of such thirty period, Seller delivers to Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute. Seller shall be deemed to have agreed with all items and adjustment amounts not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.1(c)(v). (v) During the 30-day periodperiod following delivery of a Notice of Disagreement by Seller to Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the adjustment amounts as specified therein. The Any disputed items resolved in writing between Seller and Buyer within such 30-day period shall be submitted final and binding with respect to such items, and if Seller and Buyer agree in writing on the selected accounting firm within thirty days after such accounting firm is selected. The determination resolution of each disputed item specified by such accounting firm Seller in the Notice of Disagreement, the amounts so determined shall be conclusive final and binding on the parties for all partiespurposes hereunder. If Seller and Buyer have not resolved all such differences by the end of such 30-day period, Seller and Buyer shall submit, in writing, to an Independent Auditor, their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the adjustment amounts, and the Independent Auditor shall make a written determination as to each such disputed item and the adjustment amounts, which determination shall be made within sixty days after such disputed items are so submitted final and binding on the parties for all purposes hereunder and shall not be made a part subject to appeal or further review. The Independent Auditor shall consider only those items and amounts in Seller’s and Buyer’s respective calculations of the Final Statementadjustment amounts that are identified as being items and amounts to which Seller and Buyer have been unable to agree. The In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Seller and Buyer shall pay all use their Reasonable Efforts to cause the Independent Auditor to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. (vi) The costs of any dispute resolution pursuant to Section 2.1(c)(v), including the fees and expenses of the accounting firm settling Independent Auditor and of any disputed enforcement of the determination thereof, shall be borne by each Party in the percentage inversely proportionate to the percentage of the total items on submitted for dispute that are resolved in such Party’s favor. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final StatementClosing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such Party. (vii) If the Purchase Price as finally determined pursuant to this Section 2.1 is greater than the Estimated Purchase Price, Buyer shall promptly pay to Seller the amount of the difference. If the Purchase Price as finally determined pursuant to this Section 2.1 is less than the Estimated Purchase Price, Seller shall promptly pay to Buyer the amount of the difference. Any payments pursuant to this Section 2.1(c)(vii) shall be made within two (2) Business Days after the determination of the Purchase Price pursuant to Section 2.1(c)(iii) – (vi) above and shall be made by wire transfer of immediately available funds to one or more accounts of Buyer or Seller, as the case may be, as designated by the Party receiving payment.

Closing Adjustment. (Aa) The Company shall deliver to Buyer no later than five (5) Business Days prior to the Closing Date a statement that sets forth the Company’s good faith estimate of (i) the balance sheet of the Company as of the Measurement Time (the “Estimated Balance Sheet”), which shall be prepared in accordance with the actual amount paid at Accounting Principles; (ii) the Closing for Paid Time Off. The ----- Sellers shall notify Date Net Working Capital and, based thereon, the Buyer in writing of any disputed items contained in Adjustment Amount; (iii) the Assets Determination within thirty (30) days from its deliveryCompany Cash and, and after such date all undisputed items shall be deemed accepted by Seller and made part based thereon, the amount of the final determination of the adjustment, Company Cash Deficiency (if any), to be made to (iv) the Closing Indebtedness Amount, (v) the Company Transaction Expenses and, based thereon, (vi) the Purchase Price (the "Final Statement"“Estimated Purchase Price”) and the Cash Consideration (the “Estimated Cash Consideration”), together with reasonably detailed calculations demonstrating each component thereof and such documentation and access to the Company’s Books and Records as is reasonably requested by Buyer to permit Buyer to review the calculation of amounts set forth therein. As soon as practical, but Buyer shall have the ability to review and provide comments to (i) – (vi) above and the Company shall consider in any event within thirty good faith Buyer’s comments. (30b) No later than ninety (90) days following after the ClosingClosing Date, the Sellers Buyer shall prepare and deliver to the Buyer an inventory determination Members’ Representative a statement that sets forth Buyer’s calculation of (i) the balance sheet of the Company as of the Measurement Time (the "Inventory Determination"“Closing Date Balance Sheet”) comparing which shall be prepared in accordance with the cost Accounting Principles, (ii) the Closing Date Net Working Capital and, based thereon, the Adjustment Amount, (iii) the Company Cash and, based thereon, the amount of the Inventory as of July 31Company Cash Deficiency (if any), 1996(iv) the Closing Indebtedness Amount, which is set forth in Schedule 2.3 hereto(v) the Company Transaction Expenses and, with ------------ based thereon, (vi) the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers Purchase Price and the Buyer may Cash Consideration, together with reasonably detailed supporting calculations demonstrating each conduct their own physical count of component thereof (the Inventory transferred on the “Closing Date. Date Statement”). (c) The Buyer Members’ Representative shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within have thirty (30) days from its deliveryafter delivery of the Closing Date Statement in which to notify Buyer in writing (such notice, a “Closing Date Dispute Notice”) of any discrepancy in, or disagreement with, the items reflected on the Closing Date Statement (and specifying the amount of each item in dispute and setting forth in reasonable detail the basis for each such discrepancy or disagreement), and after upon agreement by Buyer regarding the adjustment requested by the Members’ Representative, an appropriate adjustment shall be made thereto. If the Members’ Representative does not deliver a Closing Date Dispute Notice to Buyer during such date all undisputed items thirty (30)-day period, the Closing Date Statement shall be deemed to be accepted by in the form presented to the Members’ Representative. If the Members’ Representative timely delivers a Closing Date Dispute Notice and Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items Members’ Representative do not agree, within thirty (30) days after the Buyer's notification thereof, then the amount timely delivery of the disputed items Closing Date Dispute Notice, to resolve any discrepancy or disagreement therein, either the Members’ Representative or Buyer may submit the discrepancy or disagreement for review and final determination by the Independent Accounting Firm, it being understood that in making such determination, the Independent Accounting Firm shall be determined functioning as an expert and not as an arbitrator. The review by the accounting firm Independent Accounting Firm shall be limited solely to the discrepancies and disagreements set forth in the Closing Date Dispute Notice and a single written submission to the Independent Accounting Firm by each of Price Waterhouse LLPBuyer and the Members’ Representative with respect to such discrepancies and disagreements (which shall also be provided to the other party). The resolution of such discrepancies and disagreements and the determination of the Closing Date Net Working Capital and the resulting Adjustment Amount, or such other firm selected the Company Cash and the resulting Company Cash Deficiency (if any), the Closing Indebtedness Amount, and the Company Transaction Expenses by the Independent Accounting Firm shall be (i) in writing, (ii) made in accordance with the Accounting Principles, definitions and relevant provisions of this Agreement, (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Buyer within fifteen or the Members’ Representative, as the case may be, and no lower than the lower amount calculated by Buyer or the Members’ Representative as the case may be, (iv) made as promptly as practicable after the submission of such discrepancies and disagreements to the Independent Accounting Firm (but in no event later than thirty (30) days after the end date of such thirty day periodsubmission), and (v) final and binding upon, and non-appealable by, the parties hereto and their respective successors and assigns for all purposes hereof, and not subject to collateral attack for any reason absent manifest error or fraud. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all partiesfees, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees costs and expenses of the accounting firm settling any disputed items Independent Accounting Firm shall be allocated to and borne by Buyer and the Members (in accordance with their respective Purchase Price Escrow Pro Rata Portions, which may be paid out of the Representative Expense Fund to the extent thereof) based on the inverse of the percentage that the Independent Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. For example, should the aggregate value of the items in dispute equal $1,000 and the Independent Accounting Firm awards $600 in favor of the Members’ Representative’s position and $400 in favor of Buyer, then sixty percent (60%) of the costs of its review would be borne by Buyer and forty percent (40%) of such costs would be borne by the Members’ Representative (on behalf of the Members). Within five (5) Business Days of the resolution of all matters set forth in the Closing Date Dispute Notice, by mutual agreement of Buyer and the Members’ Representative or by the Independent Accounting Firm, Buyer shall prepare a revised version of the Closing Date Statement including an updated Purchase Price and Cash Consideration (the “Final Purchase Price”) reflecting such resolution and shall deliver copies thereof to the Members’ Representative, and such revised version (and all amounts set forth therein) shall be considered final and binding on the parties (the “Final Closing Date Statement”). (d) If the Final Purchase Price exceeds the Estimated Purchase Price, Buyer shall pay to the Payment Agent for distribution to the Members on behalf of TopCo in connection with the Redemption the entire amount of such difference in cash by wire transfer of immediately available funds, and Buyer and the Members’ Representative shall instruct the Escrow Agent to release to the Payment Agent the entire balance of the Purchase Price Escrow Fund, in each case for further distribution to the Members in accordance with the applicable Consideration Spreadsheet and such Members’ Purchase Price Escrow Pro Rata Portions. If the Estimated Purchase Price exceeds the Final Purchase Price, the Members’ Representative (on behalf of each Member) and Buyer shall instruct the Escrow Agent to pay the entire amount of such difference to Buyer out of the Purchase Price Escrow Fund, with any remaining balance of the Purchase Price Escrow Fund to be paid by the Escrow Agent to the Payment Agent (for further distribution to the Members in accordance with the applicable Consideration Spreadsheet and such Members’ Purchase Price Escrow Pro Rata Portions); provided, however, that if the amount payable to Buyer under this Section 1.9(d) exceeds the Purchase Price Escrow Fund (a “Purchase Price Excess”), Buyer shall have the right to require the Members, severally and not jointly, in each case based on their then current respective Purchase Price Escrow Pro Rata Portions to pay to Buyer the Purchase Price Excess in cash by wire transfer of immediately available funds. If the Final Purchase Price is equal to the Estimated Purchase Price, there shall not be any adjustment. (e) Any payments made pursuant to Section 1.9 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Closing Adjustment. (i) At the Closing, the Initial Purchase Price shall be adjusted in the following manner: (A) with either (1) an increase by the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustmentamount, if any, to be made to by which the Purchase Price Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the "Final Statement"). As soon as practicalTarget Working Capital, but in any event within thirty or (302) days following a decrease by the Closingamount, if any, by which the Sellers shall prepare and deliver to Estimated Closing Working Capital is less than the Buyer an inventory determination Target Working Capital; (B) a decrease by the "Inventory Determination") comparing the cost outstanding Indebtedness of the Inventory Acquired Companies as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost open of business on the Closing Date; and (including C) a decrease by the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) amount of unpaid Transaction Expenses of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count Acquired Companies as of the Inventory transferred open of business on the Closing Date. The net amount after giving effect to the adjustments listed above plus any Contingent Payment payable at Closing, less the Total Escrow Amount and less the Seller’s Fees shall be the “Closing Date Payment.” (ii) At least three Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”) prepared in accordance with Section 2.04(a)(ii) of the Disclosure Schedule (the “Working Capital Schedule”), which statement shall notify contain an estimated balance sheet of the Sellers Acquired Companies as of the Closing Date (without giving effect to the transactions contemplated herein, except as specifically contemplated hereby), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Seller that the Estimated Closing Working Capital Statement was prepared in writing of any disputed items contained accordance with GAAP to apply the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part preparation of the Final Statement. In Closing Financial Statements for the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared as of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statementfiscal year end.

Closing Adjustment. Not fewer than three (A3) with the actual amount paid at Business Days prior to the Closing Date, the Seller shall provide the Purchaser with a notice (the “Closing Notice”), which shall include the following: (a) the Seller’s good faith estimate of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time, which shall account for Paid Time Off. The ----- Sellers the Medical Claims Reserve, and the Accounts Receivable Accrual, and which shall notify the Buyer in writing of any disputed items contained be in the Assets Determination within thirty format of the Reference Adjusted Statutory Capital Schedule (30collectively, the “Estimated Adjusted Regulatory Capital”), (ii) days from its deliverythe Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall account for the Medical Claims Reserve and the Accounts Receivable Accrual, and after such date all undisputed items which shall be deemed accepted by Seller and made part in the format of the final Insolvency Protection Reserve Requirement Capital Schedule (the “Estimated Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time, which shall be in the format of the Reference Net Working Capital Schedule (collectively, “Estimated Net Working Capital”), and (iv) the Net Asset Value as of the Measurement Time, which shall be in the format of the Reference Net Asset Value Schedule (the “Estimated Net Asset Value”); (b) the Seller’s good faith estimate of Closing Date Cash (the “Estimated Closing Date Cash”), Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”) and Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”); (c) the Seller’s determination of the adjustment“Closing Adjustment”, which shall be an amount equal to (i) the difference (which may be positive or negative) between Estimated Adjusted Regulatory Capital minus Required Statutory Capital, plus (ii) the difference (which may be positive or negative) between Estimated Insolvency Protection Reserve Capital minus Insolvency Protection Reserve Requirement plus (iii) the difference (which may be positive or negative) between Estimated Net Working Capital minus Target Net Working Capital, plus (iv) the Estimated Net Asset Value (which may be positive or negative), plus (v) the Estimated Closing Date Cash, minus (vi) the Estimated Closing Date Indebtedness, if any, minus (vii) the Estimated Seller Transaction Expenses, if any; (d) taking into account the Closing Adjustment (as further described below), the amount to be made paid by the Purchaser to the Purchase Price Seller at the Closing (the "Final Statement"“Closing Payment”); and (e) the account or accounts to which the Purchaser shall pay the Closing Payment pursuant to Section 1.06(b)(vi). As soon as practicalThe Closing Notice shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, but however, that the Estimated Adjusted Regulatory Capital shall be prepared in any event within thirty accordance with the Applicable RBC Entity Accounting Principles. In connection with and to facilitate the review of the Closing Notice, the Seller shall use Commercially Reasonable Efforts to (30i) days following provide the Purchaser with supporting data reasonably necessary to allow the Purchaser to verify (and propose corrections with respect to, if necessary) calculations set forth in the Closing Notice, (ii) provide to the Purchaser reasonable access to all relevant books and records and personnel of the Seller Parties and (iii) work with the Purchaser in good faith, prior to the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is resolve any disagreements over any items set forth in Schedule 2.3 heretothe Closing Notice, with ------------ and the actual cost (including items set forth in the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory Closing Notice shall for all purposes in this Agreement be equal to the Sam's Club Locations) of amounts initially proposed by the Inventory transferred on Seller together with any revisions thereto that are mutually agreed upon by the Seller and the Purchaser prior to the Closing. The Sellers and If there are any disagreements over any items set forth in the Buyer may each conduct their own physical count Closing Notice that are not resolved by the time of the Inventory transferred on Closing, then such items shall for all purposes of making payments at Closing be deemed to be equal to the amounts initially proposed by the Seller for each such item, but the consummation of the Closing Date. The Buyer shall notify not be deemed to waive the Sellers in writing of any disputed Purchaser’s right to dispute such items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of Closing. If the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereofClosing Adjustment is a positive amount, then the amount to be paid by the Purchaser as directed by the Seller at the Closing in the Closing Notice shall be equal to the Base Purchase Price plus the Closing Adjustment, minus the Escrow Amount. If the Closing Adjustment is a negative amount, then the amount to be paid by the Purchaser as directed by the Seller at the Closing in the Closing Notice shall be equal to the Base Purchase Price minus the absolute value of the disputed items shall be determined by Closing Adjustment, minus the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final StatementEscrow Amount.

Closing Adjustment. (Af) The Purchase Price shall not be adjusted in any manner unless the Closing Date Balance Sheet reflects material and adverse variances in liabilities from the balance sheet of the Company as at January 31, 2005 (the “January Balance Sheet”) which variances are caused by transactions by the Company outside of the customary and usual course of business consistent with past practices (the actual amount paid “Material Variances”). Seller shall prepare a balance sheet of the Company as at the Closing for Paid Time Off. The ----- Sellers shall notify Date (the Buyer in writing of any disputed items contained “Closing Date Balance Sheet”) in the Assets Determination within thirty (30) days from its deliverysame format and utilizing the same methods, procedures and after such date all undisputed items shall be deemed accepted by Seller and made part assumptions that were used in the preparation of the final determination January Balance Sheet and shall deliver a copy of the adjustment, if any, Closing Date Balance Sheet to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items Purchaser within thirty (30) days after the Buyer's notification thereofClosing Date. A copy of the January Balance Sheet is attached hereto as Exhibit E. (g) In the event the Closing Date Balance Sheet shall reflect Material Variances then, within ten (10) Business Days after the last of AJG and Three E to receive notice thereof from Purchaser, Purchaser, AJG and Three E shall confer for purposes of determining the effect, if any, such Material Variances shall have upon the Purchase Price. In the event the Parties shall be unable to resolve any dispute regarding Material Variances within thirty (30) days after the first conference of the Parties with respect thereto, then such dispute shall be submitted by any party to any of the following firms selected by Purchaser (provided that Purchaser may not select any firm which has provided services to, or otherwise had a relationship with, Purchaser or any of its Affiliates within the prior twelve (12) month period): BDO Xxxxxxx, Price Waterhouse Coopers, KPMG or Xxxxx Xxxxxxxx Xxxxxxxx, P.A., certified public accountants which are located at 0000 X. Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxx, XX 00000-0000 (the “Arbitrator”), as soon as possible and the decision of the Arbitrator shall be final and binding upon the parties without further recourse. If Purchaser shall fail to select an arbitrator in a writing delivered to Seller within ten (10) Business Days after the expiration of the aforesaid thirty (30) day period, then the amount arbitrator shall be Xxxxx Xxxxxxxx Xxxxxxxx, PA. In the event the Arbitrator shall determine that the Purchase Price shall be reduced as a result of Material Variances at the Closing Date, such reduction shall not exceed the aggregate increase in the book value of the disputed items shall be determined by assets of the accounting firm of Price Waterhouse LLPCompany and the Company Subsidiaries between January 31, or such other firm selected by 2005 and the Buyer within fifteen days after the end of such thirty day periodClosing Date. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive fees and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part costs of the Final Statement. The Buyer shall pay all of the fees Arbitrator will be borne equally by Purchaser and expenses of the accounting firm settling any disputed items on the Final StatementSeller (one half each).

Closing Adjustment. (Aa) with the actual amount paid at Within ninety (90) days after the Closing for Paid Time OffDate, the Buyer cause to be prepared and delivered to the Stockholders an audited consolidated balance sheet of the Company (the “Closing Balance Sheet”) as of the close of business on January 31, 2012, prepared by the Company’s Auditors in accordance with GAAP, as well as a calculation of the cash, Net Working Capital and Option Cost as of January 31, 2012 based on the Closing Balance Sheet (the “Closing Statement”). Each of the Buyer, Parent and their auditors and the Representatives and their auditors shall have access to the working files and papers of the Company’s Auditors relating to the preparation of the Closing Balance Sheet. The ----- Sellers fees and costs of the Company’s Auditors relating to the preparation and finalization of the Closing Balance Sheet and Closing Statement shall notify the Buyer in writing of any disputed items contained be provisioned in the Assets Determination within thirty Closing Balance Sheet. (30b) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of If either the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver Representatives give written notice to the Buyer an inventory determination (that they dispute the "Inventory Determination") comparing Closing Balance Sheet or the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory Closing Statement or Buyer gives notice to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on Representatives that they dispute the Closing Date. The Buyer shall notify Balance Sheet or the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its deliveryClosing Statement, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items each within thirty (30) days after the Buyer's notification thereofClosing Balance Sheet and Closing Statement are given to the Representatives and the parties cannot reach an agreement on the Closing Balance Sheet and Closing Statement within ten (10) Business Days after such notice of dispute is given, then the amount dispute will be referred within ten (10) Business Days of the disputed items expiry of such ten (10) Business Days period by Buyer and the Representatives, or either of them, for determination by KPMG (the “Arbitrator”). The parties shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted allowed to make verbal and/or written representations to the selected accounting firm within thirty days after such accounting firm is selectedArbitrator. The determination by such accounting firm shall Arbitrator will be conclusive made within thirty (30) days of such referral and will be final and binding on Buyer and the Stockholders. The costs of the Arbitrator will be borne between the Stockholders, on one part (pro rata for each Stockholder), and the Buyer, one the other part, in relation to the proportion of the amount lost by each party between their initial contentions and the decision of the Arbitrator. If the Representatives fail to give written notice in the time provided for in this Section 2.6(b), the Closing Balance Sheet and Closing Statement shall be deemed to be accepted. (c) The parties hereby agree that on the basis of the Closing Balance Sheet and Closing Statement, as finally determined by the parties or the Arbitrator (as the case may be ) pursuant to Section 2.6(b) above : (i) If the cash at Closing is less than $2,000,000, then the Purchase Price shall be reduced by an amount equal to the shortage; while if the cash at Closing is higher than $2,000,000, then the Purchase Price shall be increased by an amount equal to the excess; (ii) If the Net Working Capital at Closing is less than $450,000, then the Purchase Price shall be increased by an amount equal to 50% of the Net Working Capital up to a maximum of $225,000; while if the Net Working Capital exceeds $450,000, then the Purchase Price shall be increased by an amount equal to $225,000 plus the excess portion of the Net Working Capital over $450,000; (iii) The Purchase Price shall be increased by the amount of the Option Costs; The net amount of the foregoing adjustments being referred to as the “Final Adjustment Amount” . (d) Subject to the resolution of all partiesdisputes in accordance with the foregoing, if the Final Adjustment Amount is higher than the Preliminary Adjustment Amount, the Buyer shall pay the amount of the difference to the Stockholders; while if the Final Adjustment Amount is lower than the Preliminary Adjustment Amount, then the Stockholders shall pay the amount of the difference to the Buyer (such payment by Buyer or Stockholders, as applicable, is referred to as the “Purchase Price Adjustment”). Any Purchase Price Adjustment owed by the Stockholders shall be paid in cash by the Stockholders, pro rata (and on a several basis), to the Buyer within ten (10) Business Days of the final determination of the Closing Balance Sheet and Closing Statement. In the event that a Stockholder does not pay its Pro Rata Portion of such Purchase Price Adjustment within said ten (10) Business Days delay, Buyer, in its sole discretion, shall be made within sixty days after entitled to recover such disputed items are so submitted and portion of the Purchase Price Adjustment from such Stockholder’s Pro Rata Portion of the Escrow Fund (but only up to a maximum corresponding to the Stockholder’s Pro Rata Portion of the Escrow Fund); provided, however, that in the event of such recovery from the Escrow Fund, the Stockholder shall be made a required to deposit such Stockholder’s Pro Rata Portion of the Purchase Price Adjustment with the Escrow Agent and all such payments shall become part of the Final StatementEscrow Fund, subject to the same terms and conditions as the initial Escrow Amount. The Any Purchase Price Adjustment owed by Buyer shall pay all be paid in cash by Buyer to the Stockholders by wire transfer of the fees and expenses whole amount to “Xxxxxx Xxxxxxx in Trust”, using the wire coordinates indicated at Section 2.6(d) of the accounting firm settling any disputed items on Disclosure Schedule within ten (10) Business Days of the Final final determination of the Closing Balance Sheet and Closing Statement.

Closing Adjustment. (Aa) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty Not less than five (305) calendar days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made prior to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closinganticipated Closing Date, the Sellers Company shall prepare and deliver to the Buyer an inventory determination (a preliminary estimated statement in the "Inventory Determination") comparing the cost form attached hereto as Exhibit L of the Inventory Purchase Price Adjustment Amount as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date, certified by an authorized officer of the Company which shall include a good faith determination of the Closing Date Debt and the Closing Date Cash (the “Estimated Adjustment Statement”). The Company shall make available to the Buyer all information, documents and data that are reasonably necessary and requested by the Buyer in order to facilitate a review and examination of the information included in the Estimated Adjustment Statement. (b) Not less than three (3) calendar days prior to the anticipated Closing Date, the Buyer shall notify the Sellers Company in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that it disputes in good faith any information included in the Sellers Estimated Adjustment Statement, it being understood and agreed that any failure to do so with respect to any such particular information shall not prejudice in any way the Buyer’s rights, solely to the extent arising pursuant to ‎Section 2.8. Prior to the Closing Date, the Company and the Buyer shall negotiate in good faith to resolve any such dispute, and the amount so agreed following such negotiations shall be the Closing Date Cash and the Closing Date Debt, as applicable, for purposes of the Closing. If the Company and the Buyer are unable to agree upon disputed items within thirty resolve any such dispute, such dispute shall not delay the Closing, and the Closing Date Cash and Closing Date Debt, as applicable, set forth in the Estimated Adjustment Statement (30unless otherwise agreed) days and the Purchase Price Adjustment Amount derived therefrom shall be the amounts used for the purposes of the Closing, without prejudice to the Buyer’s rights pursuant to ‎Section 2.8. (c) If, after the Buyer's notification delivery of the Estimated Adjustment Statement but prior to the Closing, there shall be a change in any component thereof, then the amount of Company and the disputed items Shareholder Representative shall update the Estimated Adjustment Statement and the Purchase Price Adjustment Amount derived therefrom accordingly to reflect such change. If, for any reason, the Closing Date shall be determined by postponed, the accounting firm of Price Waterhouse LLP, or foregoing obligations shall again apply with respect to such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statementpostponed Closing Date.

Closing Adjustment. (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty At least five (305) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following Business Days before the Closing, the Sellers Company shall prepare and deliver to the Buyer an inventory determination a statement setting forth the Company’s good faith estimates of (i) the Closing Net Working Capital (the "Inventory Determination"“Estimated Closing Net Working Capital”) comparing and (ii) the cost Closing Net Indebtedness (the “Estimated Closing Net Indebtedness” and, together with the Estimated Closing Net Working Capital, the “Estimated Amounts”), which statement shall contain an estimated balance sheet of the Inventory Company as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost Closing Date (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory without giving effect to the Sam's Club Locationstransactions contemplated herein), a calculation of Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”) and a calculation of Estimated Closing Net Indebtedness (the “Estimated Closing Net Indebtedness Statement”), and a certificate of the Inventory transferred on Chief Financial Officer of Company that the Closing. The Sellers Estimated Closing Net Working Capital Statement and the Buyer may each conduct their own physical count of Estimated Closing Net Indebtedness Statement were prepared in accordance with the Inventory transferred on definitions thereof. Not less than two (2) Business Days prior to the anticipated Closing Date. The , the Buyer shall notify the Sellers in writing of any disputed items contained Company in the Inventory Determination within thirty (30) days from its deliveryevent that it disputes any aspect of the Estimated Amounts or the calculations thereof. Prior to the Closing Date, and after such date all undisputed items shall be deemed accepted by the Buyer and made part the Company shall negotiate in good faith to resolve any such dispute (or any aspect thereof). The amount so agreed following such negotiations (or as otherwise so agreed) shall be the Estimated Amounts for purposes of the Final StatementClosing. In If the Buyer and the Company are unable to resolve such dispute, the Estimated Amounts set forth in the Estimated Closing Net Working Capital Statement and the Estimated Closing Net Indebtedness Statement shall be the Estimated Amounts for the purposes of the Closing. (B) The difference between the Estimated Closing Net Working Capital and the Target Net Working Capital shall be referred to as the “Estimated Working Capital Surplus” in the event that the Sellers Estimated Closing Net Working Capital is greater than the Target Net Working Capital, and the Buyer are unable “Estimated Working Capital Deficit” in the event that the Estimated Closing Net Working Capital is less than the Target Net Working Capital. The “Closing Adjustment” shall be an amount equal to agree upon disputed items within thirty zero plus (30i) days after the Buyer's notification thereofEstimated Working Capital Surplus, then if any, minus (ii) the Estimated Working Capital Deficit, if any, plus (iii) the Estimated Closing Net Indebtedness (which may be a negative amount, and in which case it would be reduced). If the Closing Adjustment is a negative number, the amount of the disputed items Acquisition Consideration shall be determined reduced by the accounting firm absolute value of Price Waterhouse LLPthe Closing Adjustment. If the Closing Adjustment is a positive number, or such other firm selected the amount of the Acquisition Consideration shall be increased by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part absolute value of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final StatementClosing Adjustment.

Closing Adjustment. (Ai) with the actual amount paid at Not less than three (3) Business Days prior to the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the ClosingDate, the Sellers Seller Parties shall, or shall cause the Company to, prepare and deliver to Buyer Parties an estimated closing balance sheet for the Buyer an inventory determination Company setting forth the Company's estimated consolidated assets and liabilities as of 12:01 AM Eastern Time on the Closing Date (the "Inventory DeterminationEstimated Closing Balance Sheet"). The Estimated Closing Balance Sheet shall be prepared by the Company in good faith in accordance with the Accounting Principles and, with respect to the Estimated Closing Working Capital, in the same manner as the determination of the Target Working Capital which Target Working Capital shall be determined in accordance with the Accounting Principles. In connection with the preparation of the Estimated Closing Balance Sheet, the Company shall also prepare a calculation of the estimated Closing Working Capital as of 12:01 AM Eastern Time on the Closing Date (the "Estimated Closing Working Capital") comparing in accordance with the cost Accounting Principles, the estimated amount of Indebtedness as of immediately prior to the Closing (the "Estimated Indebtedness Amount"), all unpaid Transaction Expenses, identifying each Person that provided services that generated Transaction Expenses and the amount necessary to satisfy in full the Seller Parties' and Company's obligation for such Transaction Expenses and such amount (the "Estimated Transaction Expenses Amount") each such estimate to be prepared in good faith, in accordance with the Accounting Principles (each, including the Estimated Closing Balance Sheet, an "Estimated Statement" and together, the "Estimated Statements"). To assist Buyer Parties in their review of the Inventory as Estimated Statements, the Seller Parties and Company shall make available to Buyer Parties and their Representatives such information and detail used in connection therewith that is reasonably requested by Buyer Parties. Buyer Parties shall notify the Seller Rep of July 31any dispute it has with the Estimated Closing Balance Sheet or any Estimated Statement, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count Parties and the Seller Rep shall exercise good faith efforts to agree on the Estimated Closing Balance Sheet and Estimated Statements in advance of the Inventory transferred on Closing; provided, however, that the acceptance by Buyer Parties of the Estimated Closing Balance Sheet or any Estimated Statement shall not limit or otherwise affect Buyer Parties' remedies under this Agreement, including their right to include such changes or other changes in the Closing DateBalance Sheet, or constitute an acknowledgment by Buyer Parties of the accuracy of the Estimated Closing Balance Sheet or any of the Estimated Statements. The Buyer shall notify If the Sellers in writing of any disputed items contained in Estimated Closing Working Capital is less than the Inventory Determination within thirty (30) days from its deliveryTarget Working Capital, and after such date all undisputed items then the Closing Cash Payment shall be deemed accepted reduced by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items deficiency (such deficiency is referred to as the "Estimated Negative Working Capital Adjustment Amount"). If the Estimated Closing Working Capital is greater than the Target Working Capital, then the Closing Cash Payment shall be determined increased by the accounting firm amount of Price Waterhouse LLPthe excess (such increase is referred to as the "Estimated Positive Working Capital Adjustment Amount"). (ii) Not less than three (3) Business Days prior to the Closing Date, the Seller Parties shall, or shall cause the Company to, deliver to Buyer Parties a certificate ("Closing Date Indebtedness and Transaction Expenses Certificate") including a detailed schedule (A) of all outstanding Indebtedness of the Company as reflected on the Estimated Statement with respect to the Estimated Indebtedness Amount delivered in accordance with Section 1.4(a)(i), identifying each Person to whom such other firm selected by outstanding Indebtedness is owed and the Buyer within fifteen days after the end amount of such thirty day period. The disputed items shall be submitted outstanding Indebtedness owed to such Person and (B) identifying each Person that provided services that generated Transaction Expenses and the selected accounting firm within thirty days after amount necessary to satisfy in full the Seller Parties' and Company's obligation for such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final StatementTransaction Expenses.

Closing Adjustment. (A) with On the actual amount paid at day immediately prior to the Closing for Paid Time Off. The ----- Sellers shall notify Date, a physical inventory of the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items Inventory shall be deemed accepted taken by Seller the employees of Sellers in accordance with past practices and made part of the final determination of the adjustmentmutually agreed upon procedures, if any, to be made subject to the Purchase Price supervision of Sellers and Buyer and their respective accountants. A final statement (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following shall be prepared by Sellers and Sellers' accountants based upon and from the Closing, results of such physical inventory and the books and records of Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 3111:59 p.m., 1996New York time, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on day prior to the Closing Date. The Buyer Such Final Statement shall notify set forth (a) the Sellers in writing net book value of any disputed items contained in (i) the Fixed Assets (the "Final Fixed Assets Valuation"), and (ii) the Inventory Determination within thirty (30"Final Inventory Valuation Amount" and, together with the Final Fixed Assets Valuation and the "Goodwill Valuation" (as hereinafter defined), the "Final Valuation Amount") days from its deliveryas of 11:59 p.m., New York time, on the day prior to the Closing Date and after (b) the location of each item of Inventory as of such date all undisputed items time. The Final Statement shall be deemed prepared in accordance with generally accepted by accounting principles applied on a basis consistent with the Financial Statements (as hereinafter defined) heretofore delivered to Buyer and made part of Sellers' past practices. The reserves for damaged, obsolescent and excess inventory set forth on the Final StatementStatement shall be determined consistent with past practices utilized in connection with the preparation of such Financial Statements. In the event Sellers and Buyer hereby acknowledge that the "Goodwill Valuation" is $1,031,700. Sellers and shall deliver to Buyer the Buyer are unable to agree upon disputed items within Final Statement not later than thirty (30) days after the Closing Date. In the event of a dispute between Buyer and Sellers as to the proper treatment or reporting of any matters set forth in the Final Statement, within five Business Days following delivery of such Final Statement to Buyer's notification thereof, then the amount of the disputed items such dispute shall be determined referred for determination in New York, New York by the accounting a third party nationally recognized firm of Price Waterhouse LLPindependent public accountants mutually acceptable to Buyer and Sellers. In connection with its review, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such third party accounting firm shall be conclusive have the right to undertake such auditing procedures as it may deem appropriate and binding on to examine all parties, shall be made within sixty days after such disputed items are so submitted work papers utilized in connection with the accounting and shall be made a part preparation of the Final Statement. The Upon delivery to Buyer shall pay all and Sellers of a statement in writing setting forth the conclusions of the fees and expenses third party accounting firm's opinion of the accounting firm settling any disputed item or items and the effect of such conclusions on the Final Statement, such determinations (in the absence of manifest error) shall be final and binding upon Buyer and Sellers without any further right of appeal. Costs and fees of such third party accounting firm shall be borne equally by Buyer, on the one hand, and Sellers, on the other hand. When the Final Valuation Amount is finally determined pursuant to this Section 4.3, the Purchase Price shall be adjusted in the following manner: (i) If the Final Valuation Amount is greater than the Purchase Price, Buyer shall pay an amount equal to such excess to Sellers in accordance with Section 4.4 hereof; (ii) If the Final Valuation Amount is less than the Purchase Price, Sellers shall pay an amount equal to the difference to Buyer in accordance with Section 4.4 hereof. For purposes of this Agreement, the "Adjusted Purchase Price" shall mean the Purchase Price minus any shortfall amount paid by Sellers to Buyer or plus any excess amount paid by Buyer to Sellers, as the case may be.

Closing Adjustment. (A) with Following the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its deliveryClosing, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price shall be adjusted, if necessary, to credit Sellers for any payments made prior to the Closing necessary for the continued operation of the Franchise Restaurants after the Closing to the extent reasonably approved by Buyer after the Closing and to credit Buyer for any amounts due to Buyer from Sellers which were not satisfied at Closing to the extent Buyer demonstrates that such amounts are owed to Buyer. In addition, the Purchase Price shall be adjusted, if necessary, to credit Buyer with an amount equal to Sellers' pro rata portion of any electric, telephone and utility charges incurred at the restaurant locations to the extent not paid at Closing in accordance with Section 2(j) hereof and to credit Sellers with an amount equal to Buyer's pro rata portion of any electric, telephone and utility charges incurred at the restaurant locations to the extent not paid at Closing in accordance with Section 2(j) hereof. The Purchase Price shall also be adjusted, if necessary to reflect adjustments to the Preliminary Closing Schedule determined as hereinafter set forth. (i) If Buyer has any objections to the "Final Statement"). As Preliminary Closing Schedule, it will deliver a detailed statement describing its objections to the Sellers as soon as practical, but reasonably practicable and in any event within thirty (30) calendar days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on after the Closing Date. The Buyer shall notify and Sellers will use reasonable efforts to resolve any such objections themselves. If the Sellers in writing of any disputed items contained in the Inventory Determination parties do not reach a final resolution within thirty (30) calendar days from its deliveryafter Sellers have received the statement of objections, and after such date all undisputed items however, the Dallas, Texas, office of Xxxxxx Xxxxxxxx & Company ("Xxxxxx Xxxxxxxx") shall resolve any remaining objections. The determination of Xxxxxx Xxxxxxxx shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items delivered within thirty (30) days after the Buyer's notification thereof, then the amount its receipt of the disputed items shall statement of objections, will be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall set forth in writing and will be conclusive and binding on all upon the parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part without right of appeal. Sellers will revise the Final StatementPreliminary Closing Schedule as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2(f)(i) hereof. The Buyer "Closing Schedule" shall pay all of mean the fees and expenses of the accounting firm settling Preliminary Closing Schedule together with any disputed items on the Final Statementrevisions thereto pursuant to this Section 2(f)(i) hereof.

Closing Adjustment. (Aa) with If the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Adjusted Net Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part taking into account payment of the final determination of Distribution) are less than the adjustmentMinimum Adjusted Net Assets, if any, to be made to the Aggregate Purchase Price will be reduced by such difference on a dollar-for-dollar basis (the "Final Statement"“Purchase Price Adjustment”). As soon as practical, but in any event within thirty . (30b) days following Prior to the Closing, the Sellers shall Company will prepare and deliver to Buyer a balance sheet as of the Buyer an inventory determination close of business on December 31, 2006 (the "Inventory Determination"“December Balance Sheet”) comparing prepared by the cost of Company consistent with the Inventory as of July 31Company Accounting Practices applied by the Company to prepare the Financial Statements described in Section 4.6 hereof. Immediately after January 1, 19962007, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own Company will have conducted a physical count of the Inventory transferred on hand as of the close of business on December 31, 2006 (which the Buyer shall have had the right to observe), and the Company will value such Inventory in accordance with the Company Accounting Practices, which count and value shall be utilized for purposes of calculating the Adjusted Net Assets as of December 31, 2006. Contemporaneously with the delivery of the December Balance Sheet, Agent shall deliver to the Buyer a Purchase Price adjustment statement (the “Closing DateAdjustment Statement” and together with the December Balance Sheet, the “Adjustment Documents”) which shall set forth the Adjusted Net Assets and the proposed Purchase Price Adjustment, if any, as reflected on, and consistent with, the December Balance Sheet. At any time and from time to time after receipt of the Adjustment Documents, Buyer may request, and Agent will provide, reasonable access during normal business hours to, or copies of, as Buyer shall request, the information, data and work papers used to prepare the Adjustment Documents and to calculate the Purchase Price Adjustment, and will make the Company’s accountants available to explain any information, data or work papers used to prepare the Adjustment Documents and to calculate the Purchase Price Adjustment. The Buyer shall notify the Sellers Agent in writing within one hundred twenty (120) days following delivery of the Adjustment Documents (the “Dispute Period”) that (i) Buyer agrees with the Adjustment Documents and the Purchase Price Adjustment (an “Approval Notice”) or (ii) Buyer disagrees with such calculations, identifying with reasonable specificity the items with which Buyer disagrees (a “Dispute Notice”). Upon receipt by Agent of a Dispute Notice, Buyer and Buyer’s accountants, on the one hand, and Agent and Agent’s accountants, on the other hand, will use good faith efforts during the twenty (20) Business Day period following the date of Agent’s receipt of a Dispute Notice (the “Resolution Period”) to resolve any disputed items differences they may have as to the calculations contained in the Inventory Determination Adjustment Documents and/or the calculation of the Purchase Price Adjustment. If Buyer and Agent cannot reach written agreement during the Resolution Period, within thirty five (305) days from its deliveryBusiness Days thereafter, and after such date all undisputed items their disagreements, limited to only those issues still in dispute (“Remaining Disputes”), shall be deemed accepted promptly submitted to a nationally recognized independent accounting firm, selected by the mutual agreement of Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable Agent, or if they fail to agree upon disputed items within thirty such five (305) days after the Buyer's notification thereofBusiness Day period, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive chosen by lot from the “big 4” nationally recognized independent accounting firms (after eliminating Buyer’s accounting firm) (the “Independent Accountant”), which firm shall conduct such additional review as is necessary to resolve the specific Remaining Disputes referred to it. Buyer and binding on all partiesAgent will cooperate fully with the Independent Accountant to facilitate its resolution of the Remaining Disputes, including by providing the information, data and work papers used by each party to calculate the Purchase Price Adjustment and the Remaining Disputes, making its personnel and accountants available to explain any such information, data or work papers and submitting each of their calculations of the Adjusted Net Assets and the Purchase Price Adjustment. Based upon such review and other information, the Independent Accountant shall determine the Adjusted Net Assets (after taking into account payment of the Distribution) and the Purchase Price Adjustment strictly in accordance with the terms of this Section 3.3 and the Company Accounting Practices (the “Independent Accountant Determination”). Such determination shall be made within completed as promptly as practicable and if possible, in no event later than sixty (60) days after such disputed items are so submitted following the submission of the Remaining Disputes to the Independent Accountant and shall be made a part explained in reasonable detail and confirmed by the Independent Accountant in writing to, and shall be final and binding on, Buyer and the Shareholders for purposes of the Final Statement. this Section 3.3, except to correct manifest clerical or mathematical errors. (c) The Buyer shall pay all of the fees and expenses of the accounting firm settling Independent Accountant shall be paid by the Party whose calculation of the Purchase Price Adjustment as submitted to the Independent Accountant differs most from the Independent Accountant Determination. (d) On the fifth Business Day after the earliest of (i) the receipt by Agent of an Approval Notice, (ii) the expiration of the Dispute Period if Agent has not received an Approval Notice or a Dispute Notice within such period, (iii) the resolution by Buyer and Agent of all differences regarding the Adjustment Documents and the Purchase Price Adjustment within the Resolution Period and (iv) the receipt of the Independent Accountant Determination, each Shareholder shall pay his Pro-Rata Share of any disputed items Purchase Price Adjustment, plus interest calculated from the Closing Date through, but not including, the date of such payment at the Interest Rate, by transfer to Buyer of Datalink Stock (rounded down to the nearest whole shares) at the Price Per Share of Datalink Stock and cash in the same proportion as the Datalink Stock and cash comprised the Aggregate Purchase Price. “Interest Rate” shall mean, on any date, a variable rate per annum, equal to the Final Statementrate of interest published from time to time by The Wall Street Journal as the “prime rate” at large U.S. money center banks.

Closing Adjustment. (Aa) Not less than five Business Days prior to the anticipated Closing Date, Sellers shall provide Purchaser with a statement (the “Closing Statement”) of the estimated Adjustment Amount and the calculation thereof in reasonable detail. The Adjustment Amount for purposes of the Closing shall be as set forth on the Closing Statement. (b) If Purchaser objects to the Closing Statement, Purchaser shall deliver to Sellers a statement reflecting its calculation of the Adjustment Amount (the “Dispute Statement”) within 21 days after the Closing Date. Sellers shall consider such objections in good faith and may make changes to the Closing Statement in response thereto; provided, that if Purchaser continues to object to the Closing Statement, then Sellers and Purchaser shall submit all objections that remain outstanding to the Independent Accounting Firm, along with a copy of the Closing Statement (as used at the Closing) marked to indicate any line items that are not in dispute. The Parties shall instruct the Independent Accounting Firm to make, within 45 days after the submission of the objections to the Independent Accounting Firm, a final determination, binding on the Parties, of the appropriate amount of each of the line items in the Closing Statement which remain in dispute. The Independent Accounting Firm, based solely on the written submissions of Sellers, on the one hand, and Purchaser, on the other hand, and not by independent investigation, and in accordance with the actual amount paid standards and definitions in this Agreement (including the principles and policies set forth on Schedule III), shall select either the Adjustment Amount as calculated by Sellers in the Closing Statement (as used at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained Closing) or by Purchaser in the Assets Determination within thirty (30) days from its deliveryDispute Statement, and after such date all undisputed items which selected amount shall be deemed accepted by Seller and made part of the final Adjustment Amount binding on the Parties (the “Final Adjustment Amount”). Each of Purchaser and Sellers will be afforded the opportunity to present to the Independent Accounting Firm any information or documents such Party deems relevant to the determination of the adjustmentFinal Adjustment Amount. All fees and expenses relating to the work, if any, to be made performed by the Independent Accounting Firm shall be borne by Sellers if the Independent Accounting Firm selects the Adjustment Amount calculated by Purchaser, and shall be borne by Purchaser if the Independent Accounting Firm selects the Adjustment Amount calculated by Sellers. (c) If the Independent Accounting Firm selects the Adjustment Amount calculated by Purchaser, then Sellers shall pay to Purchaser an amount equal to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost excess of the Inventory Adjustment Amount as determined at Closing over the Final Adjustment Amount, together with interest on such excess at the rate of July 314.0% per annum from (and including) the Closing Date to (but excluding) the date of such payment, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items As-Adjusted Amount shall be deemed accepted reduced by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day periodexcess. The disputed items shall be submitted Any payment made pursuant to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, this Section 2.3(c) shall be made within sixty days after such disputed items are so submitted and shall be made a part five Business Days of the Final Statement. The Buyer shall pay all of determination by the fees and expenses of the accounting firm settling any disputed items on the Final StatementIndependent Accounting Firm, by wire transfer, to an account or accounts designated by Purchaser, in immediately available funds.

Closing Adjustment. (AIf the condition set forth in Section 8.1(e) with to Buyer's obligation to consummate the actual amount paid at transactions contemplated hereby is not satisfied and if the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained reduction in the Assets Determination within annual EBITDA of the Business resulting in a failure of such condition shall be attributable solely to less than all of the Partnerships which in the aggregate account for not more than thirty percent (30%) days from of the EBITDA of the Business for the six month period ending on the Balance Sheet Date (the "Baseline EBITDA"), then, notwithstanding the condition set forth in such Section, the failure of such condition shall not relieve Buyer of its deliveryobligation to consummate the transactions contemplated hereby; provided, however, that in such event, (i) the right, title and after interest of Sellers in and to the Partnership Agreements of the Partnership or Partnerships to which such date reduction is attributable (the "Excluded Partnerships") and all undisputed items other assets of Sellers or the Entities, to the extent such assets relate to the Excluded Partnerships, that but for this Section 2.6 would constitute Assets to be purchased by Buyer hereunder shall be deemed accepted by Seller and made part Excluded Assets; (ii) Liabilities of the final determination of the adjustment, if any, to Excluded Partnerships or relating thereto that but for this Section 2.6 would constitute Assumed Liabilities hereunder shall be made to deemed Excluded Liabilities for all purposes hereunder; and (iii) the Purchase Price to be paid by Buyer shall be reduced by an amount (the "Final StatementPurchase Price Reduction") equal to the product obtained by multiplying the Purchase Price by the quotient obtained by dividing (x) that portion of the Baseline EBITDA of or derived from the Business of the Excluded Partnerships by (y) the Baseline EBITDA; provided, further, that if from time to time within six months from the Closing Date the reduction in EBITDA resulting in the Purchase Price Reduction shall be substantially restored and the cause thereof alleviated (such Excluded Partnerships, the "Restored Partnerships"). As soon as practical, then Buyer shall be obligated to purchase the assets that but in any event within thirty (30) days following for this Section 2.6 would constitute Assets hereunder and assume the ClosingLiabilities that but for this Section 2.6 would constitute Assumed Liabilities hereunder, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31extent that such assets and Liabilities, 1996respectively, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory relate to the Sam's Club Locations) of Restored Partnerships or the Inventory transferred business thereof, on the Closing. The Sellers terms and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted subject to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.conditions hereof at

Closing Adjustment. At least three (A3) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following Business Days before the Closing, the Sellers Companies shall prepare and deliver to Tastemaker a statement in the Buyer an inventory determination form of the Example Statement setting forth their good faith estimate and calculation of the Closing Working Capital, the Closing Net Debt and the Closing Adjustment and the resulting calculation of the Stock Consideration, including a detailed itemization of the components thereof, and determined pursuant to the definitions contained in this Agreement (the "Inventory Determination") comparing the cost “Closing Adjustment Statement”). From and after delivery of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual Closing Adjustment Statement and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on through the Closing Date. The Buyer , (i) the Companies shall notify promptly provide Tastemaker updates to the Sellers Closing Adjustment Statement to reflect any changes thereto (including any component thereof) (the Closing Adjustment Statement revised to reflect any such updates is hereinafter referred to as an “Updated Closing Adjustment Statement”), and (ii) Tastemaker shall have the right to review and comment on such calculations and estimates, the Companies shall consider in writing of good faith any disputed items such comments made by Tastemaker, and the Companies and Tastemaker shall cooperate with each other through the Closing Date and use good faith efforts to resolve any differences regarding the calculations and estimates contained in the Inventory Determination within thirty Closing Adjustment Statement or any Updated Closing Adjustment Statement (30) days from its deliveryand any updates or revisions as may be agreed by the Companies and Tastemaker shall be included in any Updated Closing Adjustment Statement). The Companies shall, and after such date all undisputed items shall be deemed accepted by cause their Representatives to, (x) reasonably cooperate with Tastemaker and its Representatives to the Buyer and made part extent related to Tastemaker’s review of the Final Statement. In the event that the Sellers Closing Adjustment Statement and any Updated Closing Adjustment Statement and the Buyer are unable calculations and estimates contained therein (including engaging in good faith discussion related thereto) and (y) provide access to agree upon disputed items within thirty (30) days after personnel, books, records and other information during normal business hours to the Buyer's notification thereof, then extent related to the amount review of the disputed items Closing Adjustment Statement and any Updated Closing Adjustment Statement and reasonably requested by Tastemaker or its Representatives in connection with such review; provided, that such access shall be determined by not unreasonably interfere with the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part business of the Final Statement. The Buyer shall pay all of the fees Companies and expenses of the accounting firm settling any disputed items on the Final Statementtheir Subsidiaries.

Closing Adjustment. (Aa) with the actual amount paid at The Company shall deliver to Parent no later than three (3) Business Days prior to the Closing for Paid Time Off. The ----- Sellers shall notify Date a statement (the Buyer in writing “Estimated Statement”) that sets forth the Company’s good faith estimates of any disputed items contained in (i) the Assets Determination within thirty Net Working Capital (30“Estimated Net Working Capital Amount”) days from its deliveryand, and after such date all undisputed items shall be deemed accepted by Seller and made part of based thereon, the final determination of Net Working Capital Adjustment Amount (the adjustment“Estimated Net Working Capital Adjustment Amount”), if any(ii) the Closing Cash (“Estimated Closing Cash”), to be made to (iii) the Closing Indebtedness Amount (“Estimated Closing Indebtedness Amount”), (iv) the Closing Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”) and, based thereon, (v) the Purchase Price (the "Final Statement"“Estimated Purchase Price”). As soon as practical, but in any event within thirty together with reasonably detailed supporting calculations demonstrating each component thereof. (30b) No later than ninety (90) days following after the ClosingClosing Date, the Sellers Parent shall prepare and deliver to the Buyer an inventory determination Securityholders’ Agent a statement that sets forth Parent’s calculation of (i) the Net Working Capital and, based thereon, the Net Working Capital Adjustment Amount, (ii) the Closing Cash, (iii) the Closing Indebtedness Amount, (iv) the Closing Company Transaction Expenses and, based thereon, (v) the Purchase Price, together with reasonably detailed supporting calculations demonstrating each component thereof (the "Inventory Determination"“Closing Date Statement”). (c) comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer Securityholders’ Agent shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within have thirty (30) days from its delivery(the “Review Period”) after delivery of the Closing Date Statement in which to notify Parent in writing (such notice, a “Closing Date Dispute Notice”) of any discrepancy in, or disagreement with, the items reflected on the Closing Date Statement (and after specifying the amount in dispute and setting forth in reasonable detail the basis for such date discrepancy or disagreement). During the Review Period, the Securityholders’ Agent and the Representatives of the Securityholders’ Agent shall have reasonable access, during normal business hours, to all undisputed items records and work papers of the Acquired Entities reasonably requested by the Securityholders’ Agent and related to the preparation of the Closing Date Statement. If the Securityholders’ Agent does not deliver a Closing Date Dispute Notice to Parent during the Review Period, the Closing Date Statement shall be deemed to be accepted by in the Buyer and made part form presented to the Securityholders’ Agent for the purposes of this Section 1.10. If the Securityholders’ Agent delivers a Closing Date Dispute Notice prior to expiration of the Final Statement. In the event that the Sellers Review Period, Parent and the Buyer are unable Securityholders’ Agent shall negotiate in good faith to agree upon disputed items try and reach an agreement within thirty (30) days after delivery of the Buyer's notification thereofClosing Date Dispute Notice (the “Negotiation Period”) as to any items identified in the Closing Date Dispute Notice as being in dispute. To the extent that Parent and the Securityholders’ Agent reach agreement on any such disputed items during the Negotiation Period, then the amount of Final Closing Date Statement (as defined herein) shall incorporate any such agreement. (d) If, during the Negotiation Period, Parent and the Securityholders’ Agent fail to resolve all disputed items shall be determined by identified in the accounting firm of Price Waterhouse LLPClosing Date Dispute Notice (the “Final Dispute Items”), or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The then all remaining disputed items shall be submitted for final and conclusive determination by the Independent Accounting Firm (it being understood that in making such determination, the Independent Accounting Firm shall function as an expert and not an arbitrator). Each of Parent and the Securityholders’ Agent shall execute and deliver a customary engagement letter as may be reasonably requested by the Independent Accounting Firm. The Independent Accounting Firm’s determination shall be (i) limited solely to the selected accounting firm within items identified in the written submissions of Parent and the Securityholders’ Agent, (ii) based solely on the written submissions of Parent and the Securityholders’ Agent and the supporting documents submitted therewith, and not by independent review, and (iii) made in accordance with the Specified Accounting Principles. In resolving any disputed item, the Independent Accounting Firm may not assign a value greater than the greatest value for such item claimed by Parent or the Securityholders’ Agent, or less than the smallest value for such item claimed by Parent or the Securityholders’ Agent. As promptly as possible (but in no event later than thirty (30) days after such accounting firm is selectedacceptance of its appointment), the Independent Accounting Firm shall render a written report setting forth its determination as to the disputed items. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.The

Closing Adjustment. (A) with At Closing, the actual amount paid at Seller will provide a preliminary unaudited balance sheet as of the Closing for Paid Time OffDate, prepared in accordance with GAAP consistently applied (the “Preliminary Balance Sheet”). The ----- Sellers shall notify If the Closing Working Capital of the Company according to the Preliminary Balance Sheet differs from the Target Working Capital in the Preliminary Balance Sheet, then the Purchase Price will be adjusted (either upward or downward) according the amount of such deficit or excess. As promptly as reasonably practicable, but in no event later than three (3) months of the Closing, the Buyer in writing or its auditors shall audit a final balance sheet as of any disputed items contained the Closing Date (the “Final Balance Sheet”). To the extent the Working Capital in the Assets Determination within thirty (30) days Final Balance Sheet differs from its deliverythe Working Capital determined in the Preliminary Balance Sheet, and after such date all undisputed items shall then there will be deemed accepted by Seller and made part of the a final determination of the adjustment, if any, to be made adjustment to the Purchase Price (the "Final Statement"either upward or downward). As soon The Final Balance Sheet (i) shall have been prepared or restated in accordance with GAAP, consistently applied; and (ii) shall have been derived from and is in accordance with accurate books and records of the Company (iii) shall have presented fairly the financial condition of the Company, as practicalof the date indicated thereon (iv) shall have presented fairly the results of its operations for the periods indicated thereon, but in each case in accordance with GAAP applied on a basis consistent with prior periods. The costs of the Final Balance Sheet shall be split between the Parties. The calculation of the Final Balance Sheet shall be final and binding on the Parties, unless, within twenty one (21) days after the delivery to Seller of a the Final Balance Sheet, the Seller shall deliver to the Buyer a written notice indicating in details any event disagreements with the calculations therein (the “Dispute Notice”). After delivery of the Dispute Notice, Buyer and Seller shall promptly discuss in good faith the Dispute Notice. If the Parties are unable to reach an agreement within ten (10) days after delivery to Buyer of the Dispute Notice, the dispute shall be submitted to an independent accounting firm chosen by agreement of Seller and Buyer, or, if they are unable to agree, an independent accounting firm not affiliated with any of the Parties, chosen by the President of the Institute of Certified Public Accountants in Israel (the “Designated Accounting Firm”). The fees and expenses of the Designated Accounting Firm shall be equitably allocated by the Designated Accounting Firm. The Designated Accounting Firm shall be directed to issue a written reasoned final and binding decision within thirty (30) days following the Closingits appointment, the Sellers shall prepare and deliver as to the Buyer an inventory determination (issues of disagreement referred to in the "Inventory Determination") comparing Dispute Notice and not resolved by the cost Parties. The Final Balance Sheet as so determined by agreement of the Inventory as of July 31Parties or by the Designated Accounting Firm (if required), 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual shall be final and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred binding on the ClosingParties. The Sellers and Following (i) twenty one (21) day notice above without the Buyer may each conduct their own physical count receipt of a Dispute Notice, (ii) the Inventory transferred on agreement by both parties or the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30iii) days from its delivery, and after such date all undisputed items shall be deemed accepted determination by the Buyer and made part a Designated Accounting Firm of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereofBalance Sheet, then the amount of the disputed items to be paid shall be determined settled between Seller and Buyer and paid within seven (7) days, by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statementwire transfer.

Closing Adjustment. (A1) with The Purchase Price will be increased or decreased, as the actual amount paid at case may be, dollar-for-dollar, to the extent that the Closing for Paid Time OffPayment Amount, as determined from the Closing Statement (“Final Closing Payment Amount”) is more or less than the Estimated Closing Payment Amount. (2) If the Final Closing Payment Amount is more than the Estimated Closing Payment Amount, then, within five Business Days after the Draft Closing Statement becomes the Closing Statement in accordance with Section 2.6(4) or Section 2.6(5), as the case may be, the Purchaser shall pay to the Sellers’ Representative the amount of such difference as an increase to the Purchase Price, by wire transfer of immediately available funds and the Sellers’ Representative and the Purchaser shall deliver to the Escrow Agent a fully executed certificate or joint instruction letter as required under the Escrow Agreement, certifying the release of the Working Capital Escrow Amount to the Sellers’ Representative from the Working Capital Escrow Fund. Upon receipt of the amount and the Working Capital Escrow Amount, the Sellers’ Representative shall distribute such amount to the applicable Sellers and Recipients as set forth on Schedule A. (3) If the Final Closing Payment Amount is less than the Estimated Closing Payment Amount, the Sellers’ Representative shall pay the amount of such difference as a decrease to the Purchase Price to the Purchaser. The ----- Sellers shall notify Sellers’ Representative and the Buyer Purchaser shall, within five Business Days after the Draft Closing Statement becomes the Closing Statement in writing accordance with Section 2.6(4) or Section 2.6(5), as the case may be, deliver to the Escrow Agent a fully executed certificate or joint instruction letter as required under the Escrow Agreement, certifying (i) the amount of any disputed items contained in the Assets Determination within thirty (30) days payment to be made to the Purchaser from its deliverythe Working Capital Escrow Fund, and after such date all undisputed items shall be deemed accepted by Seller and made part (ii) the release of the final determination balance of the adjustmentWorking Capital Escrow Amount, if any, to be made the Sellers; Representative from the Working Capital Escrow Fund (for further distribution to the Purchase Price (the "Final Statement"). As soon applicable Sellers and Recipients as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in on Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final StatementA).

Closing Adjustment. (a) The following adjustments and prorations with respect to the Acquired Assets (the "Closing Adjustment") shall be computed as of the end of the Closing Date (except as otherwise expressly provided below), in accordance with the following: (i) Seller shall be responsible for and pay all expenses with respect to, and shall be entitled to receive and retain all revenue from, the Acquired Assets accruing through the end of the Closing Date, regardless of when paid (in the case of expenses) or received (in the case of revenue); (ii) Pursuant to Schedule 2.6(a)(ii) and to the extent not set forth on Schedule 2.6(a)(ii), any expenses, revenues or other payments due to or from Seller with respect to the Acquired Assets (excluding maintenance costs and other expenses which are Excluded Liabilities) that relate to a period of time which includes but does not end on the Closing Date, including without limitation rental payments under the Premises Leases and Equipment/Vessel Leases, taxes, license fees and those set forth on Schedule 2.6(a)(ii), shall be prorated on an equitable basis (provided that Buyer received post-Closing value for such service in its reasonable discretion, and provided further that Buyer shall not have the discretion to determine whether it will receive post-Closing value with respect to the matters assumed under Section 2.3 or described on Schedule 2.6(a)(ii)) taking into account the services provided prior to Closing, the location of any sulphur at Closing, and the number of days within such period that have elapsed before and after the Closing Date, unless another method of pro ration is specifically identified in the arrangement governing such expenses, revenues or payments (such as hourly or daily rates), with (A) with any such expenses or other payments relating to the actual amount paid at period of time after the Closing Date for Paid Time Off. The ----- Sellers shall notify which the Seller has paid, serving to increase the Purchase Price and (B) any such expenses or other payments relating to the period of time before the Closing Date which the Buyer in writing will pay and any revenues or receivables relating to the period of time after the Closing Date which the Seller has received, other than the storage reservation fees pursuant to Section 5.1(a) of the Sulfur Tolling Agreement between Xxxx Sulfur Products, LLC and Seller effective September 1, 2001, serving to decrease the Purchase Price; (iii) Real estate, personal and other ad valorem, property or other similar taxes and assessments pertaining to any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination Acquired Assets shall be estimated on the basis of the adjustmentlatest available property tax information, if any, whether for the current or preceding year; provided that the Subsequent Closing Adjustment shall be based on the assessment in effect prior to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, but at the Sellers shall prepare and deliver rates applicable to the Buyer an inventory determination year in which the Closing occurs; and (iv) To the "Inventory Determination") comparing extent transferable, contracts for the cost supply of water, sewerage, telephone service, gas, and electric power shall be transferred by Seller as of the Inventory as close of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred business on the Closing Date. The Except as set forth in Section 10.11(d) relating to the SRE/BBE wastestream, Buyer shall notify be responsible, at its expense, for procuring any new required agreements for the Sellers supply of water, sewerage, telephone service, gas and electric power after the Closing Date. Seller shall be responsible for paying all utility charges incurred in writing its name and Buyer shall be responsible for paying all utilities incurred in its name. All utility deposits and bonds of any disputed Seller shall belong to Seller, and Buyer shall be obligated to make its own deposits and post its own bonds with the various utilities providing services to the Terminal Sites. (b) Seller shall compute an estimated allocation of the items contained described in the Inventory Determination within thirty Section 2.6(a) as of a date not less than three days nor more than seven (307) days from its deliveryprior to the Closing Date, and after deliver a written report showing in detail the nature and basis of this computation to Buyer not less than three (3) days prior to the Closing Date. Seller shall provide to Buyer such date all undisputed items additional information with respect to such computation as Buyer may request. Buyer shall have the right to approve such allocations, which approval shall not be unreasonably withheld. The Closing Adjustment shall be deemed accepted by subject to further adjustment and final determination on the Buyer and made part basis of the Final StatementSubsequent Closing Adjustment as set forth in Section 2.7 below. In If the event that amount of the Sellers and the Buyer are unable Closing Adjustment, as set forth on such tentative statement, represents a credit to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount thereof shall be offset against the amount of the disputed items Purchase Price payable by Buyer to Seller at the Closing. If it represents a credit to Seller, then Buyer shall be determined increase by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part amount of the Final Statement. The Buyer shall pay all credit the amount of the fees and expenses of the accounting firm settling any disputed items on the Final StatementPurchase Price payable by Buyer to Seller.

Closing Adjustment. (Aa) with The "Closing Adjustment" shall be the actual amount paid at specified in the Closing for Paid Time Off. The ----- Sellers Notice and shall notify be equal to the Buyer in writing of any disputed items contained Estimated Adjustment Amount set forth in the Assets Determination within thirty Estimated Closing Statement as finally determined pursuant to Section 3.2(b); provided, however, that if the estimated Inventory Adjustment Amount used to calculate the Estimated Adjustment Amount is positive, then the Inventory Adjustment Amount shall be the lesser of (30x) days from its deliverythe absolute value of the Inventory Adjustment Amount and (y) $4,000,000, and after such date all undisputed items the Estimated Adjustment Amount shall be deemed accepted calculated using such number. If the Closing Adjustment is a positive amount, then the Purchase Price paid by Seller and made part the Purchaser at Closing shall be increased by the Closing Adjustment. If the Closing Adjustment is a negative amount, then the Purchase Price paid by the Purchaser at Closing shall be decreased by the absolute value of the final Closing Adjustment. (b) Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall provide the Purchaser with a statement (the "Estimated Closing Statement") setting forth a preliminary estimated determination of the adjustmentAdjustment Amount (the "Estimated Adjustment Amount") as of the Closing Date, if any, to which shall be made to accompanied by a notice (the "Closing Notice") that sets forth the Seller's determination of the Estimated Adjustment Amount and the cash portion of the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on payable at the Closing. The Sellers and Purchaser shall have the Buyer may each conduct their own physical count right to object to the Seller's estimate of the Inventory transferred Adjustment Amount as of the Closing Date set forth in the Estimated Closing Statement by delivering written notice to such effect to the Seller on or prior to the day prior to the Closing Date. The Buyer shall notify If the Sellers in writing Purchaser does not provide such notice of any disputed items contained in objection to the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereofSeller, then the amount of the disputed items Estimated Adjustment Amount shall be determined by as set forth in the accounting firm Estimated Closing Statement and the Closing Adjustment shall be based thereon. If the Purchaser provides such notice of Price Waterhouse LLPobjection to the Seller, or such other firm selected by then the Buyer within fifteen days after parties shall meet and discuss in good faith in order to agree on the end of such thirty day periodEstimated Adjustment Amount. The disputed items Closing shall not occur unless and until the parties agree on the Estimated Closing Amount, provided, however, that the parties' agreement to the Estimated Closing Amount shall not affect the Purchaser's right to deliver a Notice of Disagreement pursuant to Section 3.3(b)(ii). (c) The Estimated Closing Statement shall be submitted to prepared in accordance with the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final StatementCalculation Principles.

Closing Adjustment. (A) with the actual amount paid at 4.1 The Base Purchase Price shall be adjusted, based on the Closing for Paid Time Off. Accounts, as follows: 4.1.1 if the Closing Adjustment is lower than Euro 0,00 (zero/00), then the Base Purchase Price will be decreased, on a Euro per Euro basis, of an amount corresponding to the Closing Adjustment; 4.1.2 if the Closing Adjustment is higher than Euro 0,00 (zero/00), then the Base Purchase Price will be increased, on a Euro per Euro basis, of an amount corresponding to the Closing Adjustment. 4.2 The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items Closing Adjustment shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made determined according to the Purchase Price following procedure: 4.2.1 within 30 (thirty) Business Days from the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the ClosingClosing Date, the Sellers Seller shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost Closing Accounts, together with a calculation of the Inventory Closing Adjustment made by the Seller, as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ well as the actual cost following documents relating to the Company: accounting and tax documents relating to the 12 (twelve) months period ending the Closing Date including but not limited to the trial balance (including balance sheet and profit and loss) bank statements, journals, VAT records, income tax calculation and any additional documentation needed to review the actual Closing Accounts; 4.2.2 the determination of the Closing Adjustment will be final and reasonable freight and handling costs associated with acquiring and delivering binding upon the Inventory Parties after 20 (twenty) Business Days from the delivery by the Seller to the Sam's Club Locations) Buyer of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count Closing Accounts, together with a calculation of the Inventory transferred on Closing Adjustment made by the Closing Date. The Buyer shall notify Seller, unless a written notice of disagreement with respect thereto, specifying in reasonable details the Sellers in writing nature and reasons of any disputed items contained in the Inventory Determination within thirty (30) days from its deliverysuch disagreement, and after such date all undisputed items shall be deemed accepted is delivered by the Buyer and made part to the Seller within such 20 (twenty) Business Days (the “Notice of Disagreement”). If a Notice of Disagreement is delivered within the above-mentioned term, the procedure set forth under clause 4.2.5 below shall apply. It is understood between the Parties that, in the event: (i) the Buyer fails to deliver a Notice of Disagreement within the above mentioned 20 (twenty) Business Days term and/or (ii) the Buyer sends a notice to the Seller confirming its acceptance of the Final Statement. In determination of the event that Closing Adjustment made by the Sellers and Seller before the Buyer are unable to agree upon disputed items within thirty above mentioned 20 (30twenty) days after the Buyer's notification thereofBusiness Days term, then the amount of Closing Adjustment will be final and binding upon the disputed items Parties on the date on which the Seller receives such notice and it shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected paid by the Buyer within fifteen days after 5 (five) Business Days from such 20 (twenty) Business Days term; 4.2.3 in case the Purchase Price should be adjusted on the basis of the Closing Adjustment, the Closing Adjustment shall be paid according to the provisions set forth under clause 3.4.4 above; 4.2.4 consequently, in the event that, on the date when the Adjustment Payment becomes due, the Closing Adjustment should not be finally determined pursuant to the above procedure, the Buyer shall be entitled to withhold the payment of the amount object of the Notice of Disagreement and the Seller shall be entitled to withhold the payment of the Closing Receivables until the determination of the Closing Adjustment shall be final and binding pursuant to this clause 4; 4.2.5 if a Notice of Disagreement is given as provided under clause 4.2.2 above, during a period of 10 (ten) Business Days following the receipt of such notice, the Parties will attempt to resolve any differences which they may have with respect to any matter(s) specified in such Notice of Disagreement. If, at the end of such thirty day period. The , the Parties fail to reach an agreement in writing with respect to any matter included in the Notice of Disagreement, then all the remaining disputed items shall – and only such disputed items – will be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm Expert, in accordance with the following procedure: (a) the Expert shall be conclusive appointed according to the definition of “Expert” under clause 1.1 above; (b) the Expert will: (i) resolve any issue and matter under this clause 4, that is necessary or expedite for the performance of its mandate; (ii) act as a technical expert (perito contrattuale) pursuant to art. 1349 of the Italian Civil Code and not as an arbitrator (arbitratore); (iii) render its determination within 20 (twenty) Business Days of its acceptance of the appointment (except extensions that might be required by the Expert) and (iv) determine the relevant Closing Adjustment with respect to the matter(s) disputed in accordance with the terms of this clause and this Agreement; (c) any examination or discussion with the Expert may take place only in the presence of both Parties (or advisors of the Parties); (d) the Parties will cooperate with the Expert and make available all the information, data and documents required by it for the purpose of rendering its determination; (e) to the extent permitted under the Applicable Laws, the Expert will have access to any information which it may deem necessary or appropriate for the purposes of its determination(s) under this clause; (f) the determination rendered by the Expert shall be given on the basis of the calculation rules set forth in this Agreement; and (g) costs for the services rendered by the Expert will follow the decision of the Expert. Any Closing Adjustment determined by the Expert shall be final and binding on all partiesupon the Parties and, as the case might be, it shall be made paid within sixty days after 5 (five) Business Days from such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statementfinal determination.

Closing Adjustment. (A) with On or before the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) that is 125 calendar days following the ClosingClosing Date (or the next Business Day if such date is not a Business Day), the Sellers shall Nabors will prepare and deliver to the Buyer an inventory determination Oxy a statement (the "Inventory DeterminationStatement of Consolidated Working Capital") comparing showing the cost actual amount of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred Consolidated Working Capital on the Closing DateDate and the prorations under Section 1(i). The Buyer Nabors shall make available to Oxy all information which shall be in the possession of Nabors and which may be reasonably required by Oxy for Oxy to verify whether such statement is correct. Within 30 calendar days following delivery of the Statement of Consolidated Working Capital, Oxy shall notify Nabors whether it agrees with the Sellers in writing Statement of any disputed items contained Consolidated Working Capital; provided, however, that, in the Inventory Determination event that Oxy shall fail to so notify Nabors within thirty (such 30) days from its delivery-day period, and after such date all undisputed items Oxy shall be deemed accepted by to have agreed with the Buyer Statement of Consolidated Working Capital. In the event that Oxy disagrees with the Statement of Consolidated Working Capital, Oxy shall provide Nabors with a written notice specifying the basis for Oxy's disagreement, and made part Oxy and Nabors shall work in good faith to reach agreement on the amount of the Final StatementConsolidated Working Capital on the Closing Date and such prorations, but, in the event that they shall not agree within 30 calendar days following the date of such written notice, either Oxy or Nabors may cause the matter to be referred to one of the "Big Six" independent public accounting firms as Oxy and Nabors may mutually agree. The fees and disbursements of such accountants shall be borne equally by Nabors and Oxy. Such accountants shall examine the records of Oxy, the Companies and Nabors, and, within 30 calendar days following the date upon which such matter shall be referred to such accountants, such accountants shall determine both the amount of the Consolidated Working Capital as of the Closing Date and such prorations. Any such determination (i) shall be final and binding on the Parties, and (ii) may be enforced by appropriate judicial or other proceedings. The Cash Portion of the Purchase Price shall reflect any such determination by such accountants. In the event that the Sellers and Cash Portion of the Buyer are unable Purchase Price (whether by agreement of the Parties or after giving effect to agree upon disputed items within thirty (30any such determination by such accountants) days after exceeds the Buyer's notification thereofEstimated Cash Portion of the Purchase Price paid at the Closing, then Nabors shall pay to Oxy the amount of such excess plus interest thereon from the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted Closing Date until paid at a rate per annum equal to the selected accounting firm within thirty days Reference Rate. In the event that the Cash Portion of the Purchase Price (whether by agreement of the Parties or after giving effect to any such accounting firm is selected. The determination by such accounting firm accountants) is less than the Estimated Cash Portion of the Purchase Price paid at the Closing, Oxy shall pay to Nabors the amount of such shortfall plus interest thereon from the Closing Date until paid at a rate per annum equal to the Reference Rate. Such payment shall be conclusive and binding on all partiesmade, in either case, within 15 calendar days following the agreement of the Parties or the final determination of the Cash Portion of the Purchase Price by such accountants. All of such interest shall be made within sixty days after such disputed items are so submitted and shall be made a part computed on the basis of the Final Statement. The Buyer shall pay all nactual number of days elapsed in a year of 365 or 366 days, as the fees and expenses of the accounting firm settling any disputed items on the Final Statementcase may be.

Closing Adjustment. (Ai) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty At least five (305) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following Business Days before the Closing, the Sellers Seller shall prepare and deliver to the Buyer an inventory determination a written statement (the "Inventory Determination"“Estimated Closing Statement”) comparing setting forth in reasonable detail: A. Seller’s good faith estimate of Closing Working Capital (the cost “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Inventory Company as of July 31immediately prior to the Closing (for the avoidance of doubt, 1996without giving effect to the transactions contemplated herein) and a calculation of Estimated Closing Working Capital and the Estimated Working Capital Adjustment, which is prepared in accordance with the Accounting Principles; B. Seller’s good faith estimate of the Closing Cash (the “Estimated Cash”); C. Seller’s good faith estimate of the Transaction Expenses (the “Estimated Transaction Expenses”); D. Seller’s good faith estimate of the Closing Indebtedness (the “Estimated Indebtedness”); and E. Seller’s good faith estimate of the aggregate Purchase Price resulting from the foregoing calculated in accordance with Section 2.02 (the “Estimated Purchase Price”). (ii) Seller shall deliver to the Company, together with the Estimated Closing Statement, (A) supporting documentation used by Seller in calculating the amounts set forth in Schedule 2.3 heretotherein and (B) a draft of the Funds Flow Memorandum. Buyer may make inquiries of Seller regarding the Estimated Closing Statement, and Seller shall (and Seller shall cause the Company, and direct the Company’s accountants, to) use its reasonable best efforts to cooperate with ------------ and respond to such inquiries and provide reasonable access to review the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory work papers prepared by Seller or its Representatives to the Sam's Club Locations) of extent they relate to the Inventory transferred on Estimated Closing Statement. Seller shall consider in good faith any potential adjustments to the Closing. The Sellers and the Estimated Closing Statement proposed by Buyer may each conduct their own physical count of the Inventory transferred on prior to the Closing Date. The Buyer and make any corresponding changes to the Estimated Closing Statement that Seller reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such statement reflecting such changes shall notify constitute the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Estimated Closing Statement. In the event ); provided that the Sellers and obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall anticipated Closing Date be determined by the accounting firm of Price Waterhouse LLP, postponed or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statementotherwise delayed.

Closing Adjustment. (Aa) Not less than five (5) Business Days prior to the anticipated Closing Date, Seller shall provide Buyer with the actual amount paid at an estimated statement of Working Capital as of the Closing for Paid Time Off. The ----- Sellers shall notify Date (the Buyer in writing “Statement of any disputed items contained in the Assets Determination within thirty (30) days from its deliveryEstimated Closing Working Capital”), and after such date all undisputed items which shall be deemed accepted accompanied by Seller and made part of a notice (the final “Closing Notice”) that sets forth (i) Seller’s determination of the adjustment, Closing Adjustment (if any, to be made to ) and the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver after giving effect to the Closing Adjustment and (ii) the account or accounts to which Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual shall transfer funds pursuant to Sections 2.03 and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing2.06. The Sellers Statement of Estimated Closing Working Capital and the Closing Notice shall each be signed by Seller’s principal financial officer or principal accounting officer and be accompanied by reasonable supporting documentation. Buyer shall have the right to review the Statement of Estimated Closing Working Capital and such supporting documentation or data as Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statementreasonably request. In the event that Buyer does not agree with Seller’s estimate of Working Capital as of the Sellers Closing, Seller and Buyer shall negotiate in food faith to mutually agree on an acceptable estimate of the Working Capital as of the Closing Date, and Seller shall consider in good faith any proposed comments or changes that Buyer are unable may reasonably suggest; provided, however, that Seller may elect to agree close on the undisputed portion of the Statement of Estimated Closing Working Capital upon disputed items within thirty written notice by Seller to Buyer; provided, further, that Seller’s failure to include in the Statement of Estimated Closing Working Capital any changes proposed by Buyer, the acceptance by Buyer of the Statement of Estimated Closing Working Capital, or the closing on the undisputed portion of the Statement of Estimated Closing Working Capital shall not limit or otherwise affect Buyer’s or Seller’s remedies under this Agreement, including Buyer’s right to include such changes or any other changes in the Initial Working Capital Statement, or constitute an acknowledgement by Buyer of the accuracy of the Statement of Estimated Closing Working Capital. (30b) days after The Closing Notice shall specify an amount (the Buyer's notification thereof“Closing Adjustment”) that shall be equal to (i) $20,000,000 less (ii) the amount of Working Capital set forth in the Statement of Estimated Working Capital. If the Closing Adjustment is a positive amount, then the amount Purchase Price shall equal the Pre-Adjustment Amount decreased by the Closing Adjustment. If the Closing Adjustment is zero or a negative amount, then the Closing Adjustment shall be deemed zero and the Purchase Price shall equal the Pre-Adjustment Amount. (c) The Statement of Estimated Closing Working Capital shall be prepared in accordance with the provisions of the disputed items shall be determined by definition of “Working Capital” and the accounting firm example statement of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final StatementWorking Capital attached as Exhibit C hereto.

Closing Adjustment. (Aa) Not less than five (5) Business Days prior to the anticipated Closing Date, Parent shall provide Purchaser with an estimated statement of Working Capital and Net Indebtedness as of the actual amount paid at opening of business on the Closing for Paid Time Off. The ----- Sellers shall notify Date (the Buyer in writing “Statement of any disputed items contained in the Assets Determination within thirty (30) days from its deliveryEstimated Closing Working Capital and Indebtedness”), and after such date all undisputed items which shall be deemed accepted accompanied by Seller and made part a notice (the “Closing Notice”) signed by an authorized officer of the final Parent that sets forth (i) Parent’s good faith determination of the adjustment, if any, to be made to Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (ii) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section 2.03. (b) The Closing Notice shall specify an amount (which may be positive or negative) (the "Final Statement"). As soon as practical, but in any event within thirty “Closing Adjustment”) that shall be equal to (30i) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost amount of the Inventory as of July 31, 1996, which is Working Capital set forth in Schedule 2.3 heretothe Statement of Estimated Closing Working Capital and Net Indebtedness, with ------------ less (ii) the actual cost Target Working Capital Amount, less (including iii) the actual amount of Net Indebtedness set forth in the Statement of Estimated Closing Working Capital and reasonable freight and handling costs associated with acquiring and delivering the Inventory Indebtedness. Parent shall make its representatives reasonably available to Purchaser prior to the Sam's Club Locations) Closing and following delivery of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count Closing Notice to discuss its calculation of the Inventory transferred on Closing Adjustment and shall consider Purchaser’s reasonable comments in good faith. If the Closing Date. The Buyer shall notify Adjustment is a positive amount, then the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items Purchase Price shall be deemed accepted equal to the Pre-Adjustment Cash Amount increased by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items Closing Adjustment. If the Closing Adjustment is a negative amount, then the Purchase Price shall be determined equal to the Pre-Adjustment Cash Amount decreased by the accounting firm absolute value of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end Closing Adjustment. (c) The Statement of such thirty day period. The disputed items Estimated Closing Working Capital and Indebtedness shall be submitted to prepared in accordance with the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive Accounting Principles attached as Schedule II-A hereto (the “Accounting Principles”), and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part in the case of the Final Statement. The Buyer shall pay all calculation of Working Capital set forth therein, in accordance with the definition of “Working Capital.” (d) For illustrative purposes, Annex I of Schedule II sets forth a calculation of the fees and expenses of Working Capital as if the accounting firm settling any disputed items Closing had occurred on March 31, 2015 (the Final “Illustrative Working Capital Statement”).

Closing Adjustment. (Aa) with Schedule 2.07 sets forth a classification of the actual amount paid at asset and Liability line items and general ledger accounts that constitute the Current Assets, the Current Liabilities, the Closing for Paid Time Off. The ----- Sellers shall notify Inventory and the Buyer in writing Overdue Liabilities and a sample calculation of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after each such date all undisputed items shall be deemed accepted by Seller and made part amount as of the final determination of the adjustment, if any, to be made to the Purchase Price date set forth on such schedule (the "Final “Sample Closing Statement"”). As soon as practical, but in any event within thirty At least three (303) days following Business Days prior to the Closing, the Sellers Company shall prepare and deliver to Purchaser a good-faith estimate (which shall include an estimate of all of its component parts) of the Buyer an inventory determination Adjustment Amount (such estimate, the “Estimated Adjustment Amount” and, together with the estimates of its component parts, the “Estimated Amounts”), which statement shall contain a calculation of each of the Estimated Amounts and the Payment Waterfall (the "Inventory Determination") comparing “Closing Statement”), reasonable supporting detail and a certificate of Company that the cost Closing Statement was prepared in accordance with the Transaction Accounting Principles. Company shall provide Purchaser with reasonable access to the books and records of Company, and other Company documents, to verify the Inventory as of July 31, 1996, which is information set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on Closing Statement before the Closing Date. The Buyer Not less than one (1) Business Day before the anticipated Closing Date, Purchaser shall notify Company if Purchaser disputes any aspect of the Sellers in writing of any disputed items contained in Estimated Amounts or the Inventory Determination within thirty (30) days from its deliverycalculations thereof, and after Purchaser and Company shall negotiate in good faith to resolve any such date all undisputed items dispute (or any aspect thereof). The amount so agreed shall be deemed accepted by the Buyer and made part Estimated Amounts for purposes of the Final StatementClosing. In the event that the Sellers If Purchaser and the Buyer Company are unable to agree upon disputed items within resolve such dispute, the Estimated Amounts set forth in the Closing Statement shall be the Estimated Amounts for the purposes of the Closing. (b) No later than thirty (30) days after the Buyer's notification thereofClosing Date, Purchaser will cause to be prepared and delivered to Owner a statement setting forth (i) an updated Inventory Statement, which shall reflect any and all adjustments or revisions made by Purchaser to correct errors or omissions in the Inventory Statement delivered by Company at the Closing and (ii) Purchaser’s calculation of the Adjustment Amount, which statement shall contain a calculation of the Adjustment Amount and all of its component parts (clauses (i) and (ii), the “Post-Closing Statement”), reasonable supporting detail and a certificate of Purchaser that the Post-Closing Statement was prepared in accordance with the Transaction Accounting Principles. Upon receipt of the Post-Closing Statement, Owner (and to the extent reasonably requested, its representative) will be given reasonable access, upon reasonable notice, to Purchaser’s relevant books, records, workpapers and personnel related to the Adjustment Amount (subject to customary confidentiality relating to such access) during business hours for the limited purpose of verifying the contents of the Post-Closing Statement. If the Adjustment Amount set forth in the Post-Closing Statement, as finally determined pursuant to this Section 2.07, is less than the Estimated Adjustment Amount, then Owner and Beneficial Owner shall pay to Purchaser an amount equal to their pro rata share of such difference. If the Adjustment Amount set forth in the Post-Closing Statement, as finally determined pursuant to this Section 2.07, exceeds the Estimated Adjustment Amount, then Purchaser shall pay to Owner and Beneficial Owner, an amount equal to their pro rata share such excess. Owner’s and Beneficial Owner’s pro rata shares shall be as set out on the Payment Waterfall. (c) Within thirty (30) days after receipt by Owner of the disputed items Post-Closing Statement, Owner shall be determined by deliver written notice to Purchaser of any dispute Owner has with respect to the accounting firm calculation, preparation or content of Price Waterhouse LLPthe Post-Closing Statement (the “Dispute Notice”); provided, or such other firm selected by the Buyer that if Owner does not deliver any Dispute Notice to Purchaser within fifteen days after the end of such thirty day (30)-day period. The disputed items shall , the Post-Closing Statement will be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be final, conclusive and binding on each of the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Owner disputes and (ii) the correct amount of such item. All undisputed amounts will be final, conclusive and binding on each of the Parties. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Owner shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Owner resolve any such dispute within fifteen (15) days after delivery of the Dispute Notice (the “Reconciliation Period”), then the Adjustment Amount shall be adjusted by such resolution, and the resolution of each such dispute shall become final, conclusive and binding on each of the Parties. If Owner and Purchaser cannot resolve all partiesdisputes during with Reconciliation Period, then Purchaser and Owner jointly shall engage, within ten (10) business days following the expiration of the Reconciliation Period, the Independent Accountant to resolve any remaining dispute. The Independent Accountant shall be directed to render a written resolution of each disputed item as promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accountant. Purchaser and Owner shall each furnish to the Independent Accountant such work papers, schedules and other documents and information related to the disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve all remaining undisputed items based solely on the applicable definitions and other terms in this Agreement and the materials furnished by Purchaser and Owner without independent review. All determinations made by the Independent Accountant, and the Post-Closing Statement, as modified by the Independent Accountant, will be final, conclusive and binding on the Parties. All amounts that are final, conclusive and binding on the Parties pursuant to this Section 2.07 shall be enforceable in a court of law absent manifest error and fraud. The Parties agree that any adjustment as determined pursuant to this Section 2.07(c) shall be treated as an adjustment to the Purchase Price, except as otherwise required by applicable Law. All fees and expenses relating to the work, if any, to be performed by the Independent Accountant shall be borne equally by each Purchaser, on the one hand, and Owner, on the other hand, in relate to the proportion of the value of the disputed amounts determined in favor of the other Party. (d) All payments required to be made pursuant to this Section 2.07 shall be made by wire transfer of immediately available funds within sixty days after such disputed items are so submitted and shall be made a part five (5) Business Days of the Final Statement. The Buyer shall pay all of date on which the fees and expenses of the accounting firm settling any disputed items on the Final StatementAdjustment Amount is finally determined.