Common use of Closing Date Purchase Price Adjustment Clause in Contracts

Closing Date Purchase Price Adjustment. (a) At least five Business Days prior to the Closing Date, Seller will prepare and deliver to Purchaser a certificate executed by an executive officer of Seller (the “Estimated Closing Statement”) consisting of Seller’s estimates of the Final Net Indebtedness Amount (such estimate, the “Estimated Net Indebtedness Amount”) and the Final Expenditure Adjustment Amount (such estimate, the “Estimated Expenditure Adjustment Amount”). The Estimated Closing Statement will be prepared in good faith and in accordance with Mexican NIF. Purchaser will have the right to object to the amounts contained in the Estimated Closing Statement no later than the second Business Day immediately prior to the Closing Date if it in good faith determines that any such amount is materially inaccurate. Seller will in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and, if Purchaser has made any objections, will reissue an Estimated Closing Statement no later than 5:00 p.m. local time in Mexico City, Mexico on the last Business Day immediately prior to the Closing Date with such revisions, if any, that Seller has determined in good faith are appropriate. (b) As promptly as practicable following the Closing Date (but in any event within 60 days thereafter), Purchaser will prepare, or cause to be prepared, and deliver to Seller a certificate executed by a duly authorized representative of Purchaser (the “Closing Statement”) consisting of Purchaser’s calculation of the Final Net Indebtedness Amount and the Final Expenditure Adjustment Amount. The Closing Statement will be prepared in good faith and in accordance with Mexican NIF. (c) The Closing Statement will become final, binding and conclusive upon Seller and Purchaser on the 45th day following Purchaser’s delivery of the Closing Statement unless prior to such 45th day Seller delivers to Purchaser a written notice (a “Closing Statement Dispute Notice”) stating that Seller disputes one or more items contained in the Closing Statement (a “Disputed Item”) and describing in reasonable detail each Disputed Item based on information then available to Seller. (d) If Seller delivers a Closing Statement Dispute Notice, then Purchaser and Seller will seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”). If Purchaser and Seller reach agreement with respect to any Disputed Items, Purchaser will revise the Closing Statement to reflect such agreement. (e) If Purchaser and Seller are unable to resolve all Disputed Items during the Resolution Period, then, at the request of either Party, Purchaser and Seller will jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant; provided that if Purchaser and Seller do not appoint an Independent Accountant within ten days after either Purchaser or Seller gives notice to the other of such request, either of them may request the American Arbitration Association to appoint as the Independent Accountant a partner in the Mexico City office of an internationally recognized independent registered public Independent Accountant based on its determination that the partner has had no material relationships with the Parties or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the Parties and their respective Affiliates, and such appointment will be final, binding and conclusive on Purchaser and Seller. Purchaser and Seller will use their respective reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within 30 days after such items are submitted for review. The scope of the disputes to be resolved by the Independent Accountant will be to make a determination with respect to the Unresolved Items in accordance with Mexican NIF and this Section ‎3.4‎(e) and the Independent Accountant is not to make any other determination. The Independent Accountant’s decision will be based solely on written submissions by Purchaser and Seller. Each written submission to the Independent Accountant will also be provided to the other Party. The Independent Accountant may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. Each Party will be afforded the opportunity to present to the Independent Accountant any material such Party deems relevant to the Independent Accountant’s determination. Each Party will use its commercially reasonable efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may request. The determination of the Independent Accountant will be final, binding and conclusive on Purchaser and Seller absent manifest error. The fees, expenses and costs of the American Arbitration Association and the Independent Accountant will be borne in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as finally determined by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent Accountant. (f) Prior to Closing, Seller will provide Purchaser and its representatives such access to Employees, books and records of the Entities as Purchaser reasonably requests in connection with Purchaser’s review of the Estimated Closing Statement. From and after Closing, Purchaser will provide Seller and its representatives such access to Employees, books and records of the Entities as Seller reasonably requests in connection with Seller’s review of the Closing Statement. (g) Following the determination of the Final Closing Statement, if (i) the Final Purchase Price exceeds the Estimated Purchase Price, then Purchaser will pay Seller the amount of such excess and (ii) the Estimated Purchase Price exceeds the Final Purchase Price, then Seller will pay Purchaser the amount of such excess. The party that is required to make a payment pursuant to this Section ‎3.4(g) will make such payment within two Business Days after the determination of the Final Closing Statement. Any payment under this Section ‎3.4(g) will be made in cash in accordance with Section ‎3.4(h). (h) Any amount paid pursuant to Section ‎3.4(g) will be (i) increased by interest on such amount, compounded daily, at an annual interest rate equal to 3%, from the Closing Date to and including the date of payment based on a 360-day year, and increased such that after all applicable withholding taxes, the payee receives a net after-tax amount equal to the full amount of accrued interest, (ii) made by wire transfer of immediately available cash funds in Dollars to an account designated by the receiving party, and (iii) treated as an adjustment to the Final Purchase Price for Tax reporting purposes.

Closing Date Purchase Price Adjustment. (a) At least five Business Days Not less than three (3) business days prior to the Closing Date, Seller will HyperFeed shall prepare and deliver to Purchaser Buyer a certificate executed schedule setting forth HyperFeed’s good faith estimate of those amounts that have been received by an executive officer of Seller Sellers, or will have been received by Sellers before the Closing Date, from customers under the Subject Contracts (i) for Services that are to be provided on or after the Closing Date or (ii) as security deposits made in connection with the Subject Contracts and not returned by Sellers (collectively, “Estimated Closing Statement”) consisting of Seller’s estimates of the Final Net Indebtedness Amount (such estimate, the “Estimated Net Indebtedness Amount”) and the Final Expenditure Adjustment Amount (such estimate, the “Estimated Expenditure Adjustment AmountPrepaid Fees”). The Estimated Closing Statement will If Buyer disagrees with such estimate of the Prepaid Fees, Buyer shall, within two business days of receipt of such schedule, provide HyperFeed written notice of such disagreement, the amount in dispute and the basis for such dispute, and representatives of HyperFeed and Buyer shall promptly thereafter meet to discuss such disagreement, and the estimate shall be prepared in good faith and in accordance with Mexican NIF. Purchaser will have the right to object revised, to the amounts contained in extent agreed, to reflect such discussion. The Purchase Price, and the Estimated Closing Statement no later than the second Business Day immediately prior to the Closing Date if it in good faith determines that any amount payable under Section 2.2(b)(i), shall be reduced, dollar-for-dollar, by such estimated amount is materially inaccurate. Seller will in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and, if Purchaser has made any objections, will reissue an Estimated Closing Statement no later than 5:00 p.m. local time in Mexico City, Mexico on the last Business Day immediately prior to the Closing Date with such revisions, if any, that Seller has determined in good faith are appropriatePrepaid Fees. (b) As promptly as practicable Within thirty (30) days following the Closing, HyperFeed shall prepare a schedule substantially in the form set forth in Section 2.3(b) of the Disclosure Schedule (the “Prepaid Fees Schedule”) setting forth HyperFeed’s calculation of the actual amount of Prepaid Fees received by Sellers before the Closing Date (but in any event within 60 days thereafter“Actual Prepaid Fees”), Purchaser will prepare, or cause to be prepared, and deliver to Seller a certificate executed by a duly authorized representative of Purchaser (the “Closing Statement”) consisting of Purchaser’s calculation of the Final Net Indebtedness Amount and the Final Expenditure Adjustment Amount. The Closing Statement will be prepared in good faith and in accordance with Mexican NIF. (c) The Closing Statement will become final, binding and conclusive upon Seller and Purchaser on the 45th day following Purchaser’s delivery HyperFeed shall deliver a copy of the Closing Statement unless Prepaid Fees Schedule to Buyer promptly after it has been prepared. After receipt of the Prepaid Fees Schedule, Buyer shall have ten (10) days to review the Prepaid Fees Schedule. Unless Buyer delivers written notice to HyperFeed on or prior to such 45th the tenth (10th) day Seller delivers to Purchaser a written notice (a “Closing Statement Dispute Notice”) stating that Seller disputes one or more items contained in after Buyer’s receipt of the Closing Statement (a “Disputed Item”) and describing Prepaid Fees Schedule specifying in reasonable detail each Disputed Item based on information then available all disputed items and the basis therefor, Buyer shall be deemed to Seller. (d) If Seller delivers a Closing Statement Dispute Notice, then Purchaser have accepted and Seller will seek in good faith agreed to resolve the Disputed Items during the 30-day period beginning Actual Prepaid Fees as reflected on the date Purchaser receives Prepaid Fees Schedule. If Buyer so notifies HyperFeed of its objection to the Closing Statement Dispute Notice Actual Prepaid Fees, HyperFeed and Buyer shall, within thirty (30) days following such notice (the “Resolution Period”). If Purchaser , attempt to resolve their differences and Seller reach agreement with respect any resolution by them as to any Disputed Items, Purchaser will revise the Closing Statement to reflect such agreement. (e) If Purchaser and Seller are unable to resolve all Disputed Items during the Resolution Period, then, at the request of either Party, Purchaser and Seller will jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant; provided that if Purchaser and Seller do not appoint an Independent Accountant within ten days after either Purchaser or Seller gives notice to the other of such request, either of them may request the American Arbitration Association to appoint as the Independent Accountant a partner in the Mexico City office of an internationally recognized independent registered public Independent Accountant based on its determination that the partner has had no material relationships with the Parties or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the Parties and their respective Affiliates, and such appointment will disputed amounts shall be final, binding and conclusive on Purchaser conclusive. (d) All amounts remaining in dispute under Section 2.3(c) shall be submitted to a firm of nationally recognized independent public accountants (the “Prepaid Fees Neutral Auditor”) selected by HyperFeed and Seller. Purchaser and Seller will use their respective reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items Buyer within 30 ten (10) days after such items the expiration of the Resolution Period. If HyperFeed and Buyer are submitted for reviewunable to agree on the Prepaid Fees Neutral Auditor, then Deloitte & Touche LLP shall be retained as the Prepaid Fees Neutral Auditor. Each party agrees to execute, if requested by the Prepaid Fees Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Prepaid Fees Neutral Auditor shall be borne equally by HyperFeed and Buyer. The scope of the disputes Prepaid Fees Neutral Auditor shall act as an arbitrator to be resolved by the Independent Accountant will be to make a determination with respect to the Unresolved Items in accordance with Mexican NIF and this Section ‎3.4‎(e) and the Independent Accountant is not to make any other determination. The Independent Accountant’s decision will be determine, based solely on written submissions presentations by Purchaser HyperFeed and SellerBuyer and not by independent review, only those issues still in dispute. Each written submission to In no event may the Independent Accountant will also be Prepaid Fees Neutral Auditor consider any amounts or matters not disputed within the ten-day period provided to the other Partyin Section 2.3(c) hereof. The Independent Accountant may not assign Prepaid Fees Neutral Auditor’s determination shall be made within thirty (30) days of its selection, shall be set forth in a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. Each Party will be afforded the opportunity written statement delivered to present to the Independent Accountant any material such Party deems relevant to the Independent Accountant’s determination. Each Party will use its commercially reasonable efforts to furnish to the Independent Accountant such work papers HyperFeed and other documents Buyer and information pertaining to the Unresolved Items as the Independent Accountant may request. The determination of the Independent Accountant will shall be final, binding and conclusive on Purchaser and Seller absent manifest errorconclusive. The feesterm “Final Prepaid Fees Schedule”, expenses as hereinafter used, shall mean the definitive Prepaid Fees Schedule agreed to by HyperFeed and costs of the American Arbitration Association and the Independent Accountant will be borne in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as finally determined by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent Accountant. (f) Prior to Closing, Seller will provide Purchaser and its representatives such access to Employees, books and records of the Entities as Purchaser reasonably requests in connection with Purchaser’s review of the Estimated Closing Statement. From and after Closing, Purchaser will provide Seller and its representatives such access to Employees, books and records of the Entities as Seller reasonably requests in connection with Seller’s review of the Closing Statement. (g) Following the determination of the Final Closing Statement, if (i) the Final Purchase Price exceeds the Estimated Purchase Price, then Purchaser will pay Seller the amount of such excess and (ii) the Estimated Purchase Price exceeds the Final Purchase Price, then Seller will pay Purchaser the amount of such excess. The party that is required to make a payment pursuant to this Section ‎3.4(g) will make such payment within two Business Days after the determination of the Final Closing Statement. Any payment under this Section ‎3.4(g) will be made in cash Buyer in accordance with Section ‎3.4(h2.3(c) (including a deemed acceptance by Buyer) or the definitive Prepaid Fees Schedule resulting from the determinations made by the Prepaid Fees Neutral Auditor in accordance with this Section 2.3(d) (in addition to those items theretofore agreed to by HyperFeed and Buyer). (h) Any amount paid pursuant to Section ‎3.4(g) will be (i) increased by interest on such amount, compounded daily, at an annual interest rate equal to 3%, from the Closing Date to and including the date of payment based on a 360-day year, and increased such that after all applicable withholding taxes, the payee receives a net after-tax amount equal to the full amount of accrued interest, (ii) made by wire transfer of immediately available cash funds in Dollars to an account designated by the receiving party, and (iii) treated as an adjustment to the Final Purchase Price for Tax reporting purposes.

Closing Date Purchase Price Adjustment. (a) At least five Business Days On or prior to the Closing Date, Seller will prepare and the Company shall deliver to Purchaser a certificate executed by Buyer an executive officer of Seller estimated Closing Date Balance Sheet (the “Estimated Closing StatementDate Balance Sheet”). If the Net Working Capital as reflected on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) consisting is (i) less than $8,864,474 (the “Target Net Working Capital”), then the Purchase Price shall be reduced by the amount of Seller’s estimates such difference or (ii) more than the Target Net Working Capital, then the Purchase Price shall be increased by the amount of such difference (in either case, such difference is referred to herein as the “Adjustment Amount”.) No adjustment to the Purchase Price under this Section 2.4(a) shall be made at Closing in the event the Estimated Net Working Capital equals the Target Net Working Capital. (b) On or prior to the Closing Date, the Company shall deliver to the Buyer an estimate of the Final Net Indebtedness Amount aggregate amount of the Income Tax liabilities of the Company Group Members for all Tax periods beginning on July 1, 2005, and ending on or before the Closing Date, in all cases assuming that there is no deduction for the amount of the Option Payment, Phantom Stock Payment, Bonus Plan Payments, Management Bonuses, Xxxxxxxx Bonus, and Performance Bonus (together, the “Compensation Payments”) and, further, that any increase in Income Taxes as a result thereof shall reduce such Income Tax liabilities as appropriate (such assumptions, the “Hypothetical Income Tax Assumptions”) (such estimate, the “Estimated Net Indebtedness Amount”) and the Final Expenditure Adjustment Amount (such estimate, the “Estimated Expenditure Adjustment AmountAggregate Income Tax Liability”). The Estimated Closing Statement will Purchase Price shall be prepared in good faith and in accordance with Mexican NIF. Purchaser will have the right to object increased or decreased on a dollar-for-dollar basis as follows: (i) The Purchase Price shall be increased to the amounts contained in extent $1,306,674 (that is, the aggregate amount of estimated tax payments, credits, and deposits of the Company Group Members for Income Taxes for all Tax periods beginning on July 1, 2005, and ending on or before the Closing Date, all as set forth on Schedule 2.4) (the “Aggregate Income Tax Paid”) exceeds the Estimated Closing Statement no later than the second Business Day immediately prior to the Closing Date if it in good faith determines that any such amount is materially inaccurate. Seller will in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and, if Purchaser has made any objections, will reissue an Estimated Closing Statement no later than 5:00 p.m. local time in Mexico City, Mexico on the last Business Day immediately prior to the Closing Date with such revisions, if any, that Seller has determined in good faith are appropriateAggregate Income Tax Liability. (bii) As promptly as practicable following The Purchase Price shall be decreased to the Closing Date (but in any event within 60 days thereafter), Purchaser will prepare, or cause to be prepared, and deliver to Seller a certificate executed by a duly authorized representative of Purchaser (extent the “Closing Statement”) consisting of Purchaser’s calculation of Estimated Aggregate Income Tax Liability exceeds the Final Net Indebtedness Amount and the Final Expenditure Adjustment Amount. The Closing Statement will be prepared in good faith and in accordance with Mexican NIFAggregate Income Tax Paid. (c) The Closing Statement will become final, binding and conclusive upon Seller and Purchaser on the 45th day following Purchaser’s delivery of On or prior to the Closing Statement unless prior to such 45th day Seller delivers to Purchaser a written notice (a “Closing Statement Dispute Notice”) stating that Seller disputes one or more items contained in Date, the Closing Statement (a “Disputed Item”) and describing in reasonable detail each Disputed Item based on information then available to Seller. (d) If Seller delivers a Closing Statement Dispute Notice, then Purchaser and Seller will seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”). If Purchaser and Seller reach agreement with respect to any Disputed Items, Purchaser will revise the Closing Statement to reflect such agreement. (e) If Purchaser and Seller are unable to resolve all Disputed Items during the Resolution Period, then, at the request of either Party, Purchaser and Seller will jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) Company shall deliver to the Independent Accountant; provided that if Purchaser and Seller do not appoint Buyer an Independent Accountant within ten days after either Purchaser or Seller gives notice to the other estimate of such request, either of them may request the American Arbitration Association to appoint as the Independent Accountant a partner in the Mexico City office of an internationally recognized independent registered public Independent Accountant based on its determination that the partner has had no material relationships with the Parties or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the Parties and their respective Affiliates, and such appointment will be final, binding and conclusive on Purchaser and Seller. Purchaser and Seller will use their respective reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within 30 days after such items are submitted for review. The scope of the disputes to be resolved by the Independent Accountant will be to make a determination with respect to the Unresolved Items in accordance with Mexican NIF and this Section ‎3.4‎(e) and the Independent Accountant is not to make any other determination. The Independent Accountant’s decision will be based solely on written submissions by Purchaser and Seller. Each written submission to the Independent Accountant will also be provided to the other Party. The Independent Accountant may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. Each Party will be afforded the opportunity to present to the Independent Accountant any material such Party deems relevant to the Independent Accountant’s determination. Each Party will use its commercially reasonable efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may request. The determination of the Independent Accountant will be final, binding and conclusive on Purchaser and Seller absent manifest error. The fees, expenses and costs of the American Arbitration Association and the Independent Accountant will be borne in the same proportion as the aggregate amount of the Unresolved Items Tax liabilities other than Income Tax liabilities of the Company Group Members for all Tax periods beginning on or after July 1, 2005, and ending on or before the Closing Date and an estimate of the aggregate amount of Pre-Closing Tax liabilities other than Income Tax liabilities of the Company Group Members for that is unsuccessfully disputed by each portion of all Straddle Periods (as finally defined in Section 7.5(a)(iii)) through and including the Closing Date as determined under Section 7.5(a)(iii) (the “Estimated Pre-Closing Non-Income Tax Liabilities”). The Purchase Price shall be decreased on a dollar-for-dollar basis by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent AccountantEstimated Pre-Closing Non-Income Tax Liabilities. (f) Prior to Closing, Seller will provide Purchaser and its representatives such access to Employees, books and records of the Entities as Purchaser reasonably requests in connection with Purchaser’s review of the Estimated Closing Statement. From and after Closing, Purchaser will provide Seller and its representatives such access to Employees, books and records of the Entities as Seller reasonably requests in connection with Seller’s review of the Closing Statement. (g) Following the determination of the Final Closing Statement, if (i) the Final Purchase Price exceeds the Estimated Purchase Price, then Purchaser will pay Seller the amount of such excess and (ii) the Estimated Purchase Price exceeds the Final Purchase Price, then Seller will pay Purchaser the amount of such excess. The party that is required to make a payment pursuant to this Section ‎3.4(g) will make such payment within two Business Days after the determination of the Final Closing Statement. Any payment under this Section ‎3.4(g) will be made in cash in accordance with Section ‎3.4(h). (h) Any amount paid pursuant to Section ‎3.4(g) will be (i) increased by interest on such amount, compounded daily, at an annual interest rate equal to 3%, from the Closing Date to and including the date of payment based on a 360-day year, and increased such that after all applicable withholding taxes, the payee receives a net after-tax amount equal to the full amount of accrued interest, (ii) made by wire transfer of immediately available cash funds in Dollars to an account designated by the receiving party, and (iii) treated as an adjustment to the Final Purchase Price for Tax reporting purposes.

Closing Date Purchase Price Adjustment. (a) At least five Business Days (5) business days prior to the Closing Date, Seller will prepare Sellers shall provide to Buyer a good faith estimate (the “Estimated Capital Statement”) of Sellers’ Student Receivables, inventory, pre-paid expenses and deliver to Purchaser a certificate executed other current asset accounts, but excluding Excluded Assets and Accounts Receivable other than Student Receivables as set forth above, as of the close of business on the business day immediately preceding the Closing Date (the “Estimated Capital Assets”) and Sellers’ accounts payable, accrued expenses, short-term debt and other current liability accounts that are Assumed Liabilities including, but not limited to, Unearned Tuition as of the close of business on the business day immediately preceding the Closing Date, but not including any Excluded Liabilities and any loan debt initiated by an executive officer Buyer in connection with its financing, if any, of Seller the Cash Purchase Price (the “Estimated Capital Liabilities”). If the Estimated Capital Assets minus the Estimated Capital Liabilities (the “Estimated Closing Capital”) is less than the Working Capital Target, then the Cash Purchase Price to be paid by Buyer to Sellers at the Closing shall be reduced, on a dollar for dollar basis, by the amount, if any, the Estimated Closing Capital is less than the Working Capital Target, or if the Estimated Closing Capital is greater than the Working Capital Target, then the Cash Purchase Price to be paid by Buyer to Sellers at the Closing shall be increased, on a dollar for dollar basis, by the amount, if any, by which the Estimated Closing Capital is greater than the Working Capital Target. (b) Within sixty (60) days after the Closing Date, Buyer will present to Sellers a statement (the “Closing Capital Statement”) consisting of Seller’s estimates Student Receivables, inventory, pre-paid expenses and other current asset accounts, but excluding Excluded Assets and Accounts Receivable other than Student Receivables as set forth above, as of the Final Net Indebtedness Amount close of business on the business day immediately preceding the Closing Date (such estimate, the “Estimated Net Indebtedness AmountFinal Capital Assets”) and accounts payable, accrued expenses, short-term debt and other current liability accounts that are Assumed Liabilities including, but not limited to, Unearned Tuition as of the Final Expenditure Adjustment Amount (such estimate, close of business on the “Estimated Expenditure Adjustment Amount”). The Estimated Closing Statement will be prepared in good faith and in accordance with Mexican NIF. Purchaser will have the right to object to the amounts contained in the Estimated Closing Statement no later than the second Business Day business day immediately prior to preceding the Closing Date if it Date, but not including any Excluded Liabilities and loan debt initiated by Buyer in good faith determines that any such amount is materially inaccurate. Seller will in good faith consider the objectionsconnection with its financing, if any, of Purchaser to the Cash Purchase Price (the “Final Capital Liabilities”). For purposes of this calculation, Buyer shall use the accounting methodologies historically used by Sellers, which are described on Schedule 2.5(b), provided, however, such methodology shall be GAAP compliant. If the Final Capital Assets minus the Final Capital Liabilities (the “Final Closing Capital”) exceeds the Estimated Closing Statement andCapital, if Purchaser has made any objectionsthen Buyer shall pay to Sellers, will reissue an Estimated Closing Statement no later than 5:00 p.m. local time in Mexico Cityon a dollar for dollar basis, Mexico on the last Business Day immediately prior to the Closing Date with such revisionsamount, if any, that Seller has determined in good faith are appropriate. (b) As promptly as practicable following by which the Final Closing Date (but in any event within 60 days thereafter), Purchaser will prepareCapital exceeds the Estimated Closing Capital, or cause to be prepared, and deliver to Seller a certificate executed by a duly authorized representative of Purchaser (if the “Estimated Closing Statement”) consisting of Purchaser’s calculation of Capital exceeds the Final Net Indebtedness Amount and Closing Capital, then Sellers shall pay to Buyer, on a dollar for dollar basis, the amount, if any, by which the Estimated Closing Capital exceeds the Final Expenditure Closing Capital (each a “Purchase Price Adjustment Amount. The Closing Statement will be prepared in good faith and in accordance with Mexican NIFPayment”). (c) The Closing Statement will become final, binding and conclusive upon Seller and Purchaser on the 45th day following Purchaser’s delivery Sellers shall give written notice to Buyer of any objection to the Closing Capital Statement unless prior to such 45th day Seller delivers to Purchaser a written notice (a the “Closing Statement Dispute Objection Notice”) stating that Seller disputes one or more within thirty (30) business days after Sellers’ receipt thereof (the “Review Period”) and all appropriate supporting documentation. The Objection Notice shall specify in reasonable detail the items contained in the Closing Capital Statement to which Sellers object (a the “Disputed ItemObjections”) and describing in reasonable detail each Disputed Item based on information then available shall provide a summary of reasons for such Objections. In the event Sellers do not deliver an Objection Notice prior to Seller. (d) If Seller delivers a the expiration of the Review Period, Sellers shall be deemed to have accepted for all purposes of this Agreement Buyer’s Closing Statement Dispute Notice, then Purchaser Capital Statement. Sellers and Seller will seek in Buyer shall use good faith efforts to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”)any Objections. If Purchaser and Seller reach agreement with respect to any Disputed Items, Purchaser will revise the Closing Statement to reflect such agreement. (e) If Purchaser and Seller parties are unable to resolve all Disputed Items during any Objections within fifteen (15) business days after receipt by Buyer of the Resolution Periodrelevant Objection Notice, then, at such dispute shall be referred for decision to the request Accounting Firm to decide the dispute within thirty (30) days of either Party, Purchaser and Seller will jointly engage and submit such referral. The Accounting Firm shall be instructed to resolve solely the unresolved Disputed Items Objections and such resolution shall be (i) set forth in writing by the “Unresolved Items”Accounting Firm, (ii) delivered to Buyer and Sellers as soon as practicable after the Objections are submitted to the Independent Accountant; provided that if Purchaser and Seller do not appoint an Independent Accountant within ten days after either Purchaser or Seller gives notice to the other of such request, either of them may request the American Arbitration Association to appoint as the Independent Accountant a partner in the Mexico City office of an internationally recognized independent registered public Independent Accountant based on its determination that the partner has had Accounting Firm but no material relationships with the Parties or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the Parties and their respective Affiliates, and such appointment will be final, binding and conclusive on Purchaser and Seller. Purchaser and Seller will use their respective reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within 30 later than thirty (30) days after such items are submitted for review. The scope of the disputes to be resolved by the Independent Accountant will be to make a determination with respect to the Unresolved Items submission, (iii) made in accordance with Mexican NIF this Agreement, and this Section ‎3.4‎(e(iv) final and binding on Sellers and Buyer. Buyer and Sellers shall cooperate fully with the Independent Accountant is Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. Buyer and Sellers shall instruct the Accounting Firm not to make assign to any other determination. The Independent Accountant’s decision will be based solely on written submissions by Purchaser and Seller. Each written submission to the Independent Accountant will also be provided to the other Party. The Independent Accountant may not assign item a value greater than the greatest value for any such item claimed assigned by either Party Buyer, on the one hand, or smaller Sellers, on the other hand, or less than the smallest value for such item claimed assigned by either PartyBuyer, on the one hand, or Sellers, on the other hand. Each Party will be afforded The Accounting Firm shall base its decision solely upon the opportunity to present presentations of Buyer and Sellers to the Independent Accountant Accounting Firm and upon any material such Party deems relevant materials made available by Buyer and Sellers and not upon independent review. The fees and expenses of the Accounting Firm shall be allocated to be paid by Bxxxx and/or Sellers based upon the percentage that the portion of the contested amount not awarded to each party bears to the Independent Accountant’s determination. Each Party will use its commercially reasonable efforts to furnish to the Independent Accountant amount actually contested by such work papers and other documents and information pertaining to the Unresolved Items party, as the Independent Accountant may request. The determination of the Independent Accountant will be final, binding and conclusive on Purchaser and Seller absent manifest error. The fees, expenses and costs of the American Arbitration Association and the Independent Accountant will be borne in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as finally determined by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent AccountantAccounting Firm. (fd) Prior to Closing, Seller will provide Purchaser and its representatives such access to Employees, books and records of the Entities as Purchaser reasonably requests in connection with Purchaser’s review of the Estimated Closing Statement. From and after Closing, Purchaser will provide Seller and its representatives such access to Employees, books and records of the Entities as Seller reasonably requests in connection with Seller’s review of the Closing Statement. (g) Following the determination of the Final Closing Statement, if (i) the Final The Purchase Price exceeds the Estimated Purchase PriceAdjustment Payment shall be paid by Buyer or Sellers, then Purchaser will pay Seller the amount of such excess and (ii) the Estimated Purchase Price exceeds the Final Purchase Price, then Seller will pay Purchaser the amount of such excess. The party that is required to make a payment pursuant to this Section ‎3.4(g) will make such payment within two Business Days after the determination of the Final Closing Statement. Any payment under this Section ‎3.4(g) will be made in cash in accordance with Section ‎3.4(h). (h2.5(b) Any amount paid pursuant to Section ‎3.4(g) will be above, (i) increased by interest on such amount, compounded daily, at an annual interest rate equal to 3%, from within thirty (30) business days of delivery of the Closing Date to and including the date of payment based on Capital Statement, if Sellers do not deliver a 360-day year, and increased such that after all applicable withholding taxes, the payee receives a net after-tax amount equal to the full amount of accrued interest, timely Objection Notice; (ii) made by wire transfer within thirty (30) days of immediately available cash funds resolution between Buyer and Sellers of all Objections provided in Dollars the relevant Objection Notice, if Sellers deliver a timely Objection Notice but the Objections are resolved without any Objections being referred to an account designated by the receiving party, and Accounting Firm; or (iii) treated as an adjustment within thirty (30) days of receipt by Bxxxx and Sellers of the Accounting Firm’s written decision resolving all Objections referred to the Final Purchase Price Accounting Firm, if Sellers deliver a timely Objection Notice and any Objections are referred to the Accounting Firm for Tax reporting purposesresolution.

Closing Date Purchase Price Adjustment. (ai) At least five Prior to the Closing Date, Thales shall prepare, and Thales shall deliver to Buyer not later than three (3) Business Days prior to the Closing Date, Seller will prepare and deliver to Purchaser a certificate executed by an executive officer of Seller statement (the “Estimated Closing Companies Net Debt Statement”) consisting setting forth a reasonably detailed calculation of Seller’s estimates Thales’ good faith estimate of the Final Companies Net Indebtedness Amount Debt on a combined basis as of the Closing Date (such estimate, the “Estimated Companies Closing Net Indebtedness Amount”) and the Final Expenditure Adjustment Amount (such estimate, the “Estimated Expenditure Adjustment AmountDebt”). The Estimated Closing Companies Net Debt Statement will shall be prepared in good faith and by Thales in accordance with Mexican NIF. Purchaser will have the right to object Companies Accounting Standards using the Companies Accounting Principles. (ii) Prior to the amounts contained in the Estimated Closing Statement no Date, Thales shall prepare, and Thales shall deliver to Buyer not later than the second three (3) Business Day immediately Days prior to the Closing Date if it in Date, a statement (the “Estimated Working Capital Statement”) setting forth a reasonably detailed calculation of Thales’ good faith determines that any such amount is materially inaccurate. Seller will in good faith consider estimate of the objections, if any, Companies Working Capital on a combined basis as of Purchaser to the Estimated Closing Statement and, if Purchaser has made any objections, will reissue an Estimated Closing Statement no later than 5:00 p.m. local time in Mexico City, Mexico on the last Business Day immediately prior to the Closing Date with such revisions, if any, that Seller has determined in good faith are appropriate. (b) As promptly as practicable following the Closing Date (but “Estimated Closing Working Capital”). The Estimated Working Capital Statement shall be prepared by Thales in accordance with the Companies Accounting Standards using the Companies Accounting Principles. In preparing the Estimated Working Capital Statement, all inter-company balances and transactions between any event within 60 days thereafter)Companies or Company Subsidiaries with any other Company or Company Subsidiary shall be eliminated. (iii) The Closing Purchase Price for purposes of Section 1.1(e) above will be equal to (A) the Base Amount, Purchaser will prepare(B) minus the amount of the Estimated Companies Closing Net Debt, if positive, or cause to (C) plus the amount of the Estimated Companies Closing Net Debt, if negative, (D) plus the amount by which the Estimated Closing Working Capital exceeds €3,000,000, or (E) less the amount by which the Estimated Closing Working Capital is less than €0. Exhibit C hereto sets forth an example calculation of Estimated Closing Working Capital, in accordance with the Companies Accounting Standards using the Companies Accounting Principles. It is the intent of the Parties that the Estimated Closing Working Capital at Closing be prepared, €1,500,000. If Estimated Closing Working Capital is €0 or more and deliver to Seller a certificate executed by a duly authorized representative of Purchaser €3,000,000 or less (the “Closing StatementTarget Working Capital Range”) consisting of Purchaser’s calculation of the Final Net Indebtedness Amount and the Final Expenditure Adjustment Amount. The Closing Statement will be prepared in good faith and in accordance with Mexican NIF. (c) The Closing Statement will become final, binding and conclusive upon Seller and Purchaser on the 45th day following Purchaser’s delivery of the Closing Statement unless prior to such 45th day Seller delivers to Purchaser a written notice (a “Closing Statement Dispute Notice”) stating that Seller disputes one or more items contained in the Closing Statement (a “Disputed Item”) and describing in reasonable detail each Disputed Item based on information then available to Seller. (d) If Seller delivers a Closing Statement Dispute Notice), then Purchaser and Seller will seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”). If Purchaser and Seller reach agreement with respect to any Disputed Items, Purchaser will revise the Closing Statement to reflect such agreement. (e) If Purchaser and Seller are unable to resolve all Disputed Items during the Resolution Period, then, at the request of either Party, Purchaser and Seller will jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant; provided that if Purchaser and Seller do not appoint an Independent Accountant within ten days after either Purchaser or Seller gives notice to the other of such request, either of them may request the American Arbitration Association to appoint as the Independent Accountant a partner in the Mexico City office of an internationally recognized independent registered public Independent Accountant based on its determination that the partner has had no material relationships with the Parties or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the Parties and their respective Affiliates, and such appointment will be final, binding and conclusive on Purchaser and Seller. Purchaser and Seller will use their respective reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within 30 days after such items are submitted for review. The scope of the disputes to be resolved by the Independent Accountant will be to make a determination with respect to the Unresolved Items in accordance with Mexican NIF and this Section ‎3.4‎(e) and the Independent Accountant is not to make any other determination. The Independent Accountant’s decision will be based solely on written submissions by Purchaser and Seller. Each written submission to the Independent Accountant will also be provided to the other Party. The Independent Accountant may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. Each Party will be afforded the opportunity to present to the Independent Accountant any material such Party deems relevant to the Independent Accountant’s determination. Each Party will use its commercially reasonable efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may request. The determination of the Independent Accountant will be final, binding and conclusive on Purchaser and Seller absent manifest error. The fees, expenses and costs of the American Arbitration Association and the Independent Accountant will be borne in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as finally determined by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent Accountant. (f) Prior to Closing, Seller will provide Purchaser and its representatives such access to Employees, books and records of the Entities as Purchaser reasonably requests in connection with Purchaser’s review of the Estimated Closing Statement. From and after Closing, Purchaser will provide Seller and its representatives such access to Employees, books and records of the Entities as Seller reasonably requests in connection with Seller’s review of the Closing Statement. (g) Following the determination of the Final Closing Statement, if (i) the Final Purchase Price exceeds the Estimated Purchase Price, then Purchaser will pay Seller the amount of such excess and (ii) the Estimated Purchase Price exceeds the Final Purchase Price, then Seller will pay Purchaser the amount of such excess. The party that is required to make a payment pursuant to this Section ‎3.4(g) will make such payment within two Business Days after the determination of the Final Closing Statement. Any payment under this Section ‎3.4(g) will be made in cash in accordance with Section ‎3.4(h). (h) Any amount paid pursuant to Section ‎3.4(g) will be (i) increased by interest on such amount, compounded daily, at an annual interest rate equal to 3%, from the Closing Date to and including the date of payment based on a 360-day year, and increased such that after all applicable withholding taxes, the payee receives a net after-tax amount equal to the full amount of accrued interest, (ii) made by wire transfer of immediately available cash funds in Dollars to an account designated by the receiving party, and (iii) treated as an adjustment to the Final Closing Purchase Price for Tax reporting purposeswill be made.

Closing Date Purchase Price Adjustment. (ai) At least Not later than five (5) Business Days prior to the Closing Date, Seller will shall in good faith prepare and deliver provide Buyer with (A) an estimated balance sheet of the Company as of the Adjustment Time (the “Estimated Closing Balance Sheet”), (B) a statement of the estimated Closing Net Working Capital, derived from the Estimated Closing Balance Sheet (“Estimated Closing Net Working Capital”), (C) (x) a calculation of the amount (if any) by which the Estimated Closing Net Working Capital is in excess of the Target Working Capital Amount (not to Purchaser exceed the Net Working Capital Adjustments Cap) and (y) a certificate executed calculation of the amount (if any) by an executive officer which the Target Working Capital Amount is in excess of Seller the Estimated Closing Net Working Capital, (D) a statement of the estimated Closing Indebtedness (“Estimated Closing Indebtedness”) and (E) a statement of the estimated Transaction Expenses as of the Closing (the “Estimated Transaction Expenses” and together with the Estimated Closing Balance Sheet, Estimated Closing Net Working Capital and Estimated Closing Indebtedness, the “Estimated Closing Statement”) consisting of Seller’s estimates ). Estimated Closing Net Working Capital and Estimated Closing Indebtedness shall be calculated by Seller in accordance with GAAP and as set forth in Section 2.3 of the Final Net Indebtedness Amount Disclosure Schedule and using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology (such estimateincluding as to the establishment of reserves) as were used in preparation of the balance sheet of the Company as of September 30, the 2019 (collectively, “Estimated Net Indebtedness AmountAccounting Principles”) and shall not include any changes in assets or Liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the Final Expenditure Adjustment Amount (such estimatetransactions contemplated hereby; provided, the “Estimated Expenditure Adjustment Amount”). The Estimated Closing Statement will be prepared in good faith and in accordance with Mexican NIF. Purchaser will have the right to object that, to the amounts contained extent provided in the Estimated Closing Statement no later than the second Business Day immediately prior Sample Calculations, such accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology (including as to the Closing Date if it in good faith determines that any such amount is materially inaccurate. Seller will in good faith consider the objections, if any, establishment of Purchaser to the Estimated Closing Statement and, if Purchaser has made any objections, will reissue an Estimated Closing Statement no later than 5:00 p.m. local time in Mexico City, Mexico on the last Business Day immediately prior to the Closing Date with such revisions, if any, that Seller has determined in good faith are appropriate. (breserves) As promptly as practicable following the Closing Date (but in any event within 60 days thereafter), Purchaser will prepare, or cause to shall govern and be prepared, and deliver to Seller a certificate executed by a duly authorized representative of Purchaser (the “Closing Statement”) consisting of Purchaser’s calculation of the Final Net Indebtedness Amount and the Final Expenditure Adjustment Amount. The Closing Statement will be prepared in good faith and in accordance with Mexican NIF. (c) The Closing Statement will become final, binding and conclusive upon Seller and Purchaser on the 45th day following Purchaser’s delivery of the Closing Statement unless prior to such 45th day Seller delivers to Purchaser a written notice (a “Closing Statement Dispute Notice”) stating that Seller disputes one or more items contained in the Closing Statement (a “Disputed Item”) and describing in reasonable detail each Disputed Item based on information then available to Seller. (d) If Seller delivers a Closing Statement Dispute Notice, then Purchaser and Seller will seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”). If Purchaser and Seller reach agreement with respect to any Disputed Items, Purchaser will revise the Closing Statement to reflect such agreement. (e) If Purchaser and Seller are unable to resolve all Disputed Items during the Resolution Period, then, at the request of either Party, Purchaser and Seller will jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant; provided that if Purchaser and Seller do not appoint an Independent Accountant within ten days after either Purchaser or Seller gives notice to the other of such request, either of them may request the American Arbitration Association to appoint treated as the Independent Accountant a partner in the Mexico City office of an internationally recognized independent registered public Independent Accountant based on its determination that the partner has had no material relationships with the Parties or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the Parties and their respective Affiliates, and such appointment will be final, binding and conclusive on Purchaser and Seller. Purchaser and Seller will use their respective reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within 30 days after such items are submitted for review. The scope of the disputes to be resolved by the Independent Accountant will be to make a determination with respect to the Unresolved Items in accordance with Mexican NIF and this Section ‎3.4‎(e) and the Independent Accountant is not to make any other determination. The Independent Accountant’s decision will be based solely on written submissions by Purchaser and Seller. Each written submission to the Independent Accountant will also be provided to the other Party. The Independent Accountant may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. Each Party will be afforded the opportunity to present to the Independent Accountant any material such Party deems relevant to the Independent Accountant’s determination. Each Party will use its commercially reasonable efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may request. The determination of the Independent Accountant will be final, binding and conclusive on Purchaser and Seller absent manifest error. The fees, expenses and costs of the American Arbitration Association and the Independent Accountant will be borne in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as finally determined by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent Accountantapplicable Accounting Principles. (f) Prior to Closing, Seller will provide Purchaser and its representatives such access to Employees, books and records of the Entities as Purchaser reasonably requests in connection with Purchaser’s review of the Estimated Closing Statement. From and after Closing, Purchaser will provide Seller and its representatives such access to Employees, books and records of the Entities as Seller reasonably requests in connection with Seller’s review of the Closing Statement. (g) Following the determination of the Final Closing Statement, if (i) the Final Purchase Price exceeds the Estimated Purchase Price, then Purchaser will pay Seller the amount of such excess and (ii) the Estimated Purchase Price exceeds the Final Purchase Price, then Seller will pay Purchaser the amount of such excess. The party that is required to make a payment pursuant to this Section ‎3.4(g) will make such payment within two Business Days after the determination of the Final Closing Statement. Any payment under this Section ‎3.4(g) will be made in cash in accordance with Section ‎3.4(h). (h) Any amount paid pursuant to Section ‎3.4(g) will be (i) increased by interest on such amount, compounded daily, at an annual interest rate equal to 3%, from the Closing Date to and including the date of payment based on a 360-day year, and increased such that after all applicable withholding taxes, the payee receives a net after-tax amount equal to the full amount of accrued interest, (ii) made by wire transfer of immediately available cash funds in Dollars to an account designated by the receiving party, and (iii) treated as an adjustment to the Final Purchase Price for Tax reporting purposes.

Closing Date Purchase Price Adjustment. (a) At least five Business Days On or prior to the Closing Date, Seller will prepare and the Company shall deliver to Purchaser a certificate executed by Buyer an executive officer of Seller estimated Closing Date Balance Sheet (the “Estimated Closing StatementDate Balance Sheet”). If the Net Working Capital as reflected on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) consisting is (i) less than $8,864,474 (the “Target Net Working Capital”), then the Purchase Price shall be reduced by the amount of Seller’s estimates such difference or (ii) more than the Target Net Working Capital, then the Purchase Price shall be increased by the amount of such difference (in either case, such difference is referred to herein as the “Adjustment Amount”.) No adjustment to the Purchase Price under this Section 2.4(a) shall be made at Closing in the event the Estimated Net Working Capital equals the Target Net Working Capital. (b) On or prior to the Closing Date, the Company shall deliver to the Buyer an estimate of the Final Net Indebtedness Amount aggregate amount of the Income Tax liabilities of the Company Group Members for all Tax periods beginning on July 1, 2005, and ending on or before the Closing Date, in all cases assuming that there is no deduction for the amount of the *** (together, the “Compensation Payments”) and, further, that any increase in Income Taxes as a result thereof shall reduce such Income Tax liabilities as appropriate (such assumptions, the “Hypothetical Income Tax Assumptions”) (such estimate, the “Estimated Net Indebtedness Amount”) and the Final Expenditure Adjustment Amount (such estimate, the “Estimated Expenditure Adjustment AmountAggregate Income Tax Liability”). The Estimated Closing Statement will Purchase Price shall be prepared in good faith and in accordance with Mexican NIF. Purchaser will have the right to object increased or decreased on a dollar-for-dollar basis as follows: (i) The Purchase Price shall be increased to the amounts contained in extent *** (that is, the aggregate amount of estimated tax payments, credits, and deposits of the Company Group Members for Income Taxes for all Tax periods beginning on July 1, 2005, and ending on or before the Closing Date, all as set forth on Schedule 2.4) (the “Aggregate Income Tax Paid”) exceeds the Estimated Closing Statement no later than the second Business Day immediately prior to the Closing Date if it in good faith determines that any such amount is materially inaccurate. Seller will in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and, if Purchaser has made any objections, will reissue an Estimated Closing Statement no later than 5:00 p.m. local time in Mexico City, Mexico on the last Business Day immediately prior to the Closing Date with such revisions, if any, that Seller has determined in good faith are appropriateAggregate Income Tax Liability. (bii) As promptly as practicable following The Purchase Price shall be decreased to the Closing Date (but in any event within 60 days thereafter), Purchaser will prepare, or cause to be prepared, and deliver to Seller a certificate executed by a duly authorized representative of Purchaser (extent the “Closing Statement”) consisting of Purchaser’s calculation of Estimated Aggregate Income Tax Liability exceeds the Final Net Indebtedness Amount and the Final Expenditure Adjustment Amount. The Closing Statement will be prepared in good faith and in accordance with Mexican NIFAggregate Income Tax Paid. (c) The Closing Statement will become final, binding and conclusive upon Seller and Purchaser on the 45th day following Purchaser’s delivery of On or prior to the Closing Statement unless prior to such 45th day Seller delivers to Purchaser a written notice (a “Closing Statement Dispute Notice”) stating that Seller disputes one or more items contained in Date, the Closing Statement (a “Disputed Item”) and describing in reasonable detail each Disputed Item based on information then available to Seller. (d) If Seller delivers a Closing Statement Dispute Notice, then Purchaser and Seller will seek in good faith to resolve the Disputed Items during the 30-day period beginning on the date Purchaser receives the Closing Statement Dispute Notice (the “Resolution Period”). If Purchaser and Seller reach agreement with respect to any Disputed Items, Purchaser will revise the Closing Statement to reflect such agreement. (e) If Purchaser and Seller are unable to resolve all Disputed Items during the Resolution Period, then, at the request of either Party, Purchaser and Seller will jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) Company shall deliver to the Independent Accountant; provided that if Purchaser and Seller do not appoint Buyer an Independent Accountant within ten days after either Purchaser or Seller gives notice to the other estimate of such request, either of them may request the American Arbitration Association to appoint as the Independent Accountant a partner in the Mexico City office of an internationally recognized independent registered public Independent Accountant based on its determination that the partner has had no material relationships with the Parties or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the Parties and their respective Affiliates, and such appointment will be final, binding and conclusive on Purchaser and Seller. Purchaser and Seller will use their respective reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within 30 days after such items are submitted for review. The scope of the disputes to be resolved by the Independent Accountant will be to make a determination with respect to the Unresolved Items in accordance with Mexican NIF and this Section ‎3.4‎(e) and the Independent Accountant is not to make any other determination. The Independent Accountant’s decision will be based solely on written submissions by Purchaser and Seller. Each written submission to the Independent Accountant will also be provided to the other Party. The Independent Accountant may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. Each Party will be afforded the opportunity to present to the Independent Accountant any material such Party deems relevant to the Independent Accountant’s determination. Each Party will use its commercially reasonable efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may request. The determination of the Independent Accountant will be final, binding and conclusive on Purchaser and Seller absent manifest error. The fees, expenses and costs of the American Arbitration Association and the Independent Accountant will be borne in the same proportion as the aggregate amount of the Unresolved Items Tax liabilities other than Income Tax liabilities of the Company Group Members for all Tax periods beginning on or after July 1, 2005, and ending on or before the Closing Date and an estimate of the aggregate amount of Pre-Closing Tax liabilities other than Income Tax liabilities of the Company Group Members for that is unsuccessfully disputed by each portion of all Straddle Periods (as finally defined in Section 7.5(a)(iii)) through and including the Closing Date as determined under Section 7.5(a)(iii) (the “Estimated Pre-Closing Non-Income Tax Liabilities”). The Purchase Price shall be decreased on a dollar-for-dollar basis by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent AccountantEstimated Pre-Closing Non-Income Tax Liabilities. (f) Prior to Closing, Seller will provide Purchaser and its representatives such access to Employees, books and records of the Entities as Purchaser reasonably requests in connection with Purchaser’s review of the Estimated Closing Statement. From and after Closing, Purchaser will provide Seller and its representatives such access to Employees, books and records of the Entities as Seller reasonably requests in connection with Seller’s review of the Closing Statement. (g) Following the determination of the Final Closing Statement, if (i) the Final Purchase Price exceeds the Estimated Purchase Price, then Purchaser will pay Seller the amount of such excess and (ii) the Estimated Purchase Price exceeds the Final Purchase Price, then Seller will pay Purchaser the amount of such excess. The party that is required to make a payment pursuant to this Section ‎3.4(g) will make such payment within two Business Days after the determination of the Final Closing Statement. Any payment under this Section ‎3.4(g) will be made in cash in accordance with Section ‎3.4(h). (h) Any amount paid pursuant to Section ‎3.4(g) will be (i) increased by interest on such amount, compounded daily, at an annual interest rate equal to 3%, from the Closing Date to and including the date of payment based on a 360-day year, and increased such that after all applicable withholding taxes, the payee receives a net after-tax amount equal to the full amount of accrued interest, (ii) made by wire transfer of immediately available cash funds in Dollars to an account designated by the receiving party, and (iii) treated as an adjustment to the Final Purchase Price for Tax reporting purposes.