Common use of Closing Statement; Post-Closing Adjustment Clause in Contracts

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller (the “Statement”). At the Closing, Buyer shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th day following the Closing Date, Seller shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such 30-day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicable.

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller (the “Statement”). At the Closing, Buyer shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th day following the Closing Date, Seller shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer Xxxxx shall deliver to Seller a written report containing any changes that Buyer Xxxxx proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such 30-day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicable.

Closing Statement; Post-Closing Adjustment. (a) At least five Not later than three (3) Business Days prior to the Closing Date, Seller Sellers shall prepare and deliver to Buyer Purchaser a statement of the estimated Purchase Price AdjustmentsAdjustments taking into account the foregoing principles, and using and based upon the best information available to Seller Sellers (the “Statement”). At the Closing, Buyer the Partnership shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement, subject to Sections 5.10 and 6.5. (b) As soon as reasonably practicable after the Closing but not later than the 75th later to occur of the one hundred and twentieth (120th) day following the Closing DateDate or the date on which the Title Arbitrator and Environmental Arbitrator have resolved all outstanding disputes with respect to Title Defects and Environmental Defects, Seller Sellers shall prepare and deliver to Buyer Purchaser a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.212.2, based on the most recent actual figures for each adjustment. Seller Sellers shall make such reasonable documentation as is in Seller’s Sellers’ possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th thirtieth (30th) day following receipt of such statement from SellerSellers, Buyer Purchaser shall deliver to Seller Sellers a written report containing any changes that Buyer Purchaser proposes be made to such statement. If Buyer Purchaser does not deliver such report to Seller Sellers on or before the end of such thirty (30-) day period, Buyer Purchaser shall be deemed to have agreed with Seller’s Sellers’ statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 ninety (90) days after delivery of Seller’s Sellers’ statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to, the Houston, Texas office of PricewaterhouseCoopers LLP, or, if such firm is not able or willing to serve, a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer Purchaser and Seller Sellers (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAAAmerican Arbitration Association, to the extent such rules do not conflict with the terms of this Section 11.3Section. The Accounting Arbitrator’s determination shall be made within 45 forty-five (45) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller Sellers nor decrease the Purchase Price more than the decrease proposed by BuyerPurchaser, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller Sellers and Buyer Purchaser shall each bear their own legal fees and other costs of presenting its case. Seller Sellers shall bear one-half and Buyer Purchaser shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of BuyerPurchaser’s 30 thirty (30) day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer (x) Purchaser shall pay to Seller Sellers the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a12.3(a) or Seller (y) Sellers shall pay to Buyer Purchaser the amount by which the amount paid pursuant to Section 11.3(a12.3(a) exceeds the Purchase Price, as applicable. Any post-Closing payment pursuant to this Section 12.3 shall bear interest from the Closing Date to the date of payment at the lesser of (x) the annual rate of interest published as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal on the last Business Day prior to the Effective Date plus three (3) percentage points and (y) the maximum rate allowed by applicable Law.

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller (the “Statement”). At the Closing, Buyer the Partnership shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th day following the Closing Date, Seller shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.29.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such 30-30 day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAAAmerican Arbitration Association, to the extent such rules do not conflict with the terms of this Section 11.39.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their its own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a9.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a9.3(a) exceeds the Purchase Price, as applicable. Any post-Closing payment pursuant to this Section 9.3 shall bear interest from the Closing Date to the date of payment at the lesser of (x) the annual rate of interest published as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal on the last Business Day prior to the Effective Date plus 3% and (y) the maximum rate allowed by applicable Law.

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to the Closing Date, Seller Sellers shall prepare and deliver to Buyer a statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller Sellers (the “Statement”). At the Closing, Buyer the Partnership shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th day following the Closing Date, Seller Sellers shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.29.2, based on the most recent actual figures for each adjustment. Seller Sellers shall make such reasonable documentation as is in Seller’s Sellers’ possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from SellerSellers, Buyer shall deliver to Seller Sellers a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller Sellers on or before the end of such 30-30 day period, Buyer shall be deemed to have agreed with Seller’s Sellers’ statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of Seller’s Sellers’ statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAAAmerican Arbitration Association, to the extent such rules do not conflict with the terms of this Section 11.39.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller Sellers nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller Sellers and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller Sellers shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller Sellers the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a9.3(a) or Seller Sellers shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a9.3(a) exceeds the Purchase Price, as applicable. Any post-Closing payment pursuant to this Section 9.3 shall bear interest from the Closing Date to the date of payment at the lesser of (x) the annual rate of interest published as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal on the last Business Day prior to the Effective Date plus 3% and (y) the maximum rate allowed by applicable Law.

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to the Closing Date, Seller Xxxxxxxx LLC shall prepare and deliver to Buyer a statement of the Estimated Imbalances and the estimated Purchase Price AdjustmentsAdjustments taking into account the foregoing principles, and using and based upon the best information available to Seller Xxxxxxxx LLC (the “Statement”). At the Closing, Buyer shall pay the Purchase PricePrice (less the Deposit Amount), as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th 90th day following the Closing Date, Seller Xxxxxxxx LLC shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.2, based on the most recent actual figures for each adjustment, and using the actual Imbalance amounts rather than the Estimated Imbalances. Seller Xxxxxxxx LLC shall make such provide reasonable documentation as is in Seller’s possession available to support the final figurescalculation. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from SellerXxxxxxxx LLC, Buyer shall deliver to Seller Xxxxxxxx LLC a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller Xxxxxxxx LLC on or before the end of such 30-30 day period, Buyer shall be deemed to have agreed with SellerXxxxxxxx LLC’s statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of SellerXxxxxxxx LLC’s statement. In the event that If the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller Xxxxxxxx LLC (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3Article 11. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller Xxxxxxxx LLC nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any mattermatter (other than the interest provided for in this Section 11.3). Seller Xxxxxxxx LLC and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller Xxxxxxxx LLC shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller Xxxxxxxx LLC the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller Xxxxxxxx LLC shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicable. Any post-Closing payment pursuant to this Section 11.3 shall bear interest from the Closing Date to the date of payment at the lesser of (x) the annual rate of interest published as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal on the last Business Day prior to the Effective Date plus 3% and (y) the maximum rate allowed by applicable Law.

Closing Statement; Post-Closing Adjustment. (a) At least Not later than five Business Days days prior to the Closing Date, Seller Allianz Life shall prepare and deliver to Buyer a pro forma statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller (the “Closing Statement”). At ) reflecting an amount determined in accordance with Items 1, 2, 3, 4 and 5 of Exhibit 1.07 hereto, estimated by Allianz Life in good faith as of the ClosingClosing Date, Buyer shall pay to equal (i) the Purchase Pricestatutory reserves of Allianz Life as of June 30, as adjusted by 2003 with regard to the estimated Purchase Price Adjustments Assumed Liabilities, plus (ii) the Estimated Premium Adjustment reflected in Item 2 of Exhibit 1.07, plus (iii) all of the Statementcash income of Allianz Life under the In-Force Assumed Treaties from (and including) the Effective Date to (and including) the Closing Date, minus (iv) Allianz Life’s cash expenses (including, without limitation, payments for death and disability benefits and surrender benefits) incurred in connection with the In-Force Assumed Treaties from (and including) the Effective Date to (and including) the Closing Date, allocating items between pre-Effective and post-Effective Date periods in the manner contemplated in Article III of the Coinsurance Agreement. (b) As soon as reasonably practicable after the Closing practicable, but not later than the 75th day in any event within sixty (60) days following the Closing Date, Seller Allianz Life shall prepare and deliver to Buyer a draft (i) pro forma statement setting forth (“Post-Closing Statement”) recalculating each item (other than Items 1, 2 and 6) on Exhibit 1.07 for the final calculation period from (and including) the Effective Date to (and including) the Closing Date and (ii) a certificate signed on behalf of Allianz Life by the Purchase Price Chief Financial Officer of Allianz Life that the Post-Closing Statement has been prepared by Allianz Life in good faith and showing in accordance with the calculation books and records of each adjustment under Section 11.2, based on the most recent actual figures for each adjustmentAllianz Life. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver provide such access to Seller a written report containing any changes that Buyer proposes be made information and assistance to such statement. If Buyer does not deliver such report to Seller on or before Allianz Life as Allianz Life may reasonably request in preparing the end of such 30Post-day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the PartiesClosing Statement. (c) The Parties Buyer shall undertake notify Allianz Life in writing of any objections to agree on the final statement of the Purchase Price no later than 60 Post-Closing Statement within sixty (60) business days after delivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller receipt thereof (the “Accounting ArbitratorBuyer’s Objection Notice”), stating in reasonable detail the basis for any such objections. If Allianz Life does not receive the Buyer’s Objection Notice within such period, the Post-Closing Statement shall be deemed accepted and binding on the parties. If Buyer provides the Buyer’s Objection Notice as set forth herein, and the parties cannot resolve the objections within twenty (20) business days after Allianz Life receives the Buyer’s Objection Notice, the parties shall engage PricewaterhouseCoopers LLP (the “Independent Firm”) to review and final determination by arbitrationthe basis upon which Allianz Life prepared the Post-Closing Statement. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules conclusion of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and Independent Firm shall be final and binding on all Partiesthe parties, without right and the cost of appeal. In determining the proper amount of any adjustment Independent Firm shall be allocated by the Independent Firm between Buyer and Allianz Life in accordance with the Independent Firm’s judgment as to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration relative merits of Buyer’s 30 day review period without delivery and Allianz Life’s proposals in respect of any written report the disputed items. (d) Within five (5) business days following Buyer’s approval of the Post-Closing Statement, or (ii) a final determination if matters are submitted to the date on which the Parties or the Accounting Arbitrator finally determine the Purchase PriceIndependent Firm, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller Allianz Life shall pay to Buyer the amount amount, if any, by which the Closing Payment (as defined in Section 2.02 below) calculated using the Post-Closing Statement is greater than the Closing Payment calculated using the Closing Statement, or Buyer shall pay to Allianz Life the amount, if any, by which the Closing Payment calculated using the Post-Closing Statement is less than the Closing Payment calculated using the Closing Statement. The amount paid payable pursuant to Section 11.3(athis Paragraph (d) exceeds shall be accompanied by interest on such amount, for the Purchase Priceperiod from the Closing Date until the date of payment of such amount, at the prime rate, as applicablepublished in the Money Rates Section of the Wall Street Journal as of the Closing Date.

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to Upon the Closing DateClosing, Seller shall prepare has prepared and deliver delivered to Buyer a statement of the estimated Purchase Price AdjustmentsAdjustments taking into account the foregoing principles, and using and based upon the best information available to Seller (the “Statement”). At the Closing, Buyer shall pay is paying the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th 60th day following the Closing Date, Seller shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.27.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such 30-30 day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the Parties. (c) The Parties Buyer and Seller shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of Seller’s statement. In the event that the Parties Buyer and Seller cannot reach agreement within such period of time, any either such Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAAAmerican Arbitration Association, to the extent such rules do not conflict with the terms of this Section 11.37.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties Buyer and Seller or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay remit to Seller the amount by which the Purchase Price exceeds the amount paid remitted pursuant to Section 11.3(a7.3(a) or Seller shall pay remit to Buyer the amount by which the amount paid remitted pursuant to Section 11.3(a7.3(a) exceeds the Purchase Price, as applicableapplicable and in accordance with Section 3.3. Any post-Closing payment pursuant to this Section 7.3 shall, except to extent effected through an adjustment to the principal amount of the Note, bear interest from the Closing Date to the date of payment at the lesser of (x) the annual rate of interest published as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal on the last Business Day prior to the Closing Date plus 3% and (y) the maximum rate allowed by applicable Law.

Closing Statement; Post-Closing Adjustment. (a) At least five Not later than three (3) Business Days prior to the Closing Date, Seller Sellers shall prepare and deliver to Buyer Purchaser a statement of the estimated Purchase Price AdjustmentsAdjustments taking into account the foregoing principles, and using and based upon the best information available to Seller Sellers (the “Statement”). At the Closing, Buyer Purchaser shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement, subject to Sections 5.10 and 6.5. (b) As soon as reasonably practicable after the Closing but not later than the 75th later to occur of the one hundred and twentieth (120th) day following the Closing DateDate or the date on which the Title Arbitrator and Environmental Arbitrator have resolved all outstanding disputes with respect to Title Defects and Environmental Defects, Seller Sellers shall prepare and deliver to Buyer Purchaser a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.212.2, based on the most recent actual figures for each adjustment. Seller Sellers shall make such reasonable documentation as is in Seller’s Sellers’ possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th thirtieth (30th) day following receipt of such statement from SellerSellers, Buyer Purchaser shall deliver to Seller Sellers a written report containing any changes that Buyer Purchaser proposes be made to such statement. If Buyer Purchaser does not deliver such report to Seller Sellers on or before the end of such thirty (30-) day period, Buyer Purchaser shall be deemed to have agreed with Seller’s Sellers’ statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 ninety (90) days after delivery of Seller’s Sellers’ statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to, the Houston, Texas office of PricewaterhouseCoopers LLP, or, if such firm is not able or willing to serve, a nationally-nationally- recognized independent accounting firm or consulting firm mutually acceptable to both Buyer Purchaser and Seller Sellers (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAAAmerican Arbitration Association, to the extent such rules do not conflict with the terms of this Section 11.3Section. The Accounting Arbitrator’s determination shall be made within 45 forty-five (45) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller Sellers nor decrease the Purchase Price more than the decrease proposed by BuyerPurchaser, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller Sellers and Buyer Purchaser shall each bear their own legal fees and other costs of presenting its case. Seller Sellers shall bear one-half and Buyer Purchaser shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of BuyerPurchaser’s 30 thirty (30) day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer (x) Purchaser shall pay to Seller Sellers the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a12.3(a) or Seller (y) Sellers shall pay to Buyer Purchaser the amount by which the amount paid pursuant to Section 11.3(a12.3(a) exceeds the Purchase Price, as applicable. Any post-Closing payment pursuant to this Section 12.3 shall bear interest from the Closing Date to the date of payment at the lesser of (x) the annual rate of interest published as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal on the last Business Day prior to the Effective Date plus three (3) percentage points and (y) the maximum rate allowed by applicable Law.

Closing Statement; Post-Closing Adjustment. (a) At least five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the Estimated Imbalances and the estimated Purchase Price AdjustmentsAdjustments taking into account the foregoing principles, and using and based upon the best information available to Seller (the “Statement”). At the Closing, Buyer shall pay the Purchase PricePrice (less the Deposit Amount), as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th 90th day following the Closing Date, Seller shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.2, based on the most recent actual figures for each adjustment, and using the actual Imbalance amounts rather than the Estimated Imbalances. Seller shall make such provide reasonable documentation as is in Seller’s possession available to support the final figurescalculation. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such thirty (30-) day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 sixty (60) days after delivery of Seller’s statement. In the event that If the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3ARTICLE 11. The Accounting Arbitrator’s determination shall be made within 45 forty-five (45) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any mattermatter (other than the interest provided for in this Section 11.3). Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of Buyer’s 30 thirty (30) day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicable. Any post-Closing payment pursuant to this Section 11.3 shall bear interest from the Closing Date to the date of payment at the lesser of (x) the annual rate of interest published as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal on the last Business Day prior to the Effective Date plus 3% and (y) the maximum rate allowed by applicable Law.

Closing Statement; Post-Closing Adjustment. (a) At least five Within three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver provide to Buyer a statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller (the “Closing Statement”) setting forth Seller’s good faith calculation of Working Capital as of 12:01 a.m. Eastern time on the Closing Date, without taking into account any of the transactions occurring as part of the Closing (the “Estimated Closing Working Capital Amount”). At , and on the Closingbasis of the foregoing, Buyer shall pay Seller’s good faith calculation of the Estimated Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in the Statement. (b) As soon of the date hereof and as reasonably practicable after the Closing but not later than the 75th day following of the Closing Date, Seller the Company does not and will not have any indebtedness for borrowed money or any cash. Buyer hereby acknowledges and agrees that there shall prepare and deliver be no adjustment to Buyer a draft statement setting forth the final calculation Purchase Price, prior to or after the Closing, with respect to any indebtedness of the Purchase Price and showing Company for borrowed money or any cash held by the calculation of each adjustment under Section 11.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such 30-day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the PartiesCompany. (c) The Parties shall undertake hereby acknowledge and agree that all cash of the Company will be distributed to Seller and Buyer in accordance with Section 3.01 of the Operating Agreement immediately prior to the Closing. In addition, the Parties hereby acknowledge and agree that, as of the date of this Agreement, the Seller (as Administrative Manager) has approved, and the Company has allocated, $320,000 of the cash of the Company (such amount, the “Marketing Budget”) towards marketing and advertising fees and expenses between the period beginning from the date of this Agreement and ending on the final statement Closing Date (such period, the “Marketing Spend Period”). The Marketing Budget can only be spent by the Company during the Marketing Spend Period and only for the marketing and advertising activities described on Schedule 2.05(c), unless otherwise agreed by the Parties in writing. Following the Marketing Spend Period, the Company shall not utilize any portion of the Purchase Price no later than 60 days after delivery of SellerMarketing Budget or incur any further marketing or advertising fees or expense, and the Buyer agrees that any such amount taken from the Marketing Budget or incurred by the Company following the Marketing Spend Period shall be solely at the Buyer’s statementexpense. In To the event extent there is any amount that remains in the Marketing Budget following the Marketing Spend Period, the Parties cannot reach agreement within hereby agree that all such period amount shall be distributed (along with other cash of timethe Company) to Seller and Buyer in accordance with Section 3.01 of the Operating Agreement immediately prior to the Closing. (d) Within twenty (20) Business Days after the Closing Date, any Party may refer the items of adjustment which are in dispute Buyer shall prepare and deliver to Seller a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller statement (the “Accounting ArbitratorPost-Closing Statement”) setting forth Buyer’s good-faith calculation of Working Capital as of 12:01 a.m. Eastern time on the Closing Date, without taking into account any of the transactions occurring as part of the Closing (“Final Closing Working Capital Amount”), for review and final determination by arbitrationon the basis of the foregoing, Buyer’s calculation of the Final Purchase Price, together with reasonable detail and supporting documentation. The Accounting Arbitrator Post-Closing Statement shall conduct be prepared using the arbitration proceedings in Houstonsame methodologies and accounting principles used to prepare the Closing Statement. (e) During the ten (10) Business Days following Seller’s receipt of the Post-Closing Statement, Texas and during any period of dispute in accordance with this ‎Section 2.05, Buyer shall (i) provide Seller and its Representatives upon prior written notice with reasonable but confidential access during normal business hours to the Commercial Arbitration Rules books and records of Buyer, the AAApersonnel of, and work papers prepared by, Buyer and/or its accountants to the extent relating to the Post-Closing Statement and to such rules do not conflict historical financial information relating to the calculations set forth in the Post-Closing Statement, (ii) reasonably cooperate with the terms of this Section 11.3Seller and its Representatives in connection with such review, including providing on a timely basis all other information in connection with such review as is reasonably requested by the Seller or its Representatives, and (iii) use its commercially reasonable efforts to cause its accountants, Representatives and employees to timely and reasonably cooperate with the Seller and its Representatives in connection with such review. The Accounting Arbitrator’s determination If Seller has any objections to the Post-Closing Statement, then Seller shall deliver to Buyer a written statement (an “Objections Statement”) setting forth in reasonable detail each item that Seller disputes (including the specific adjustments that Seller proposes to be made to the Post-Closing Statement taking into account the information then available to Seller). If an Objections Statement is not delivered to Buyer within 45 days after submission ten (10) Business Days following the Seller’s receipt of the matters in dispute and Post-Closing Statement, or if Seller delivers, before the expiration of such ten (10) Business Day period, written notice to Buyer that it has no objections to the Post-Closing Statement, then the Post-Closing Statement shall be final and binding on all Partieson, without right of appeal. In determining the proper amount of any adjustment to the Purchase Priceand non-appealable by, the Accounting Arbitrator Parties. Any matters and amounts not raised in the Objections Statement shall be bound deemed to be final and binding on, and non-appealable by, the Parties. (f) If a timely Objections Statement is received by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by BuyerBuyer in accordance with ‎Section 2.05(e), as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. then Seller and Buyer shall each bear their own legal fees negotiate in good faith to resolve the objections raised therein. If Buyer and other costs Seller are unable to reach a final resolution of presenting its case. all of such objections within ten (10) Business Days after the delivery of the Objections Statement to Buyer (or such longer period as Seller shall bear one-half and Buyer may agree in writing), then Seller and Buyer shall bear one-half submit any and all matters and amounts (but only such matters and amounts) that were included in the Objections Statement and remain in dispute (the “Disputed Matters”) to the Bankruptcy Court for the purpose of resolving the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicableDisputed Matters.

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to Within 90 calendar days following the Closing DateClosing, Seller Buyer Parent shall prepare and deliver to Buyer Seller Parent a statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller written schedule (the “Closing Statement”)) setting forth in reasonable detail its calculation of (i) the Company Cash, (ii) the Company Working Capital, (iii) the Company Indebtedness, (iv) the Company Transaction Expenses, and (v) the resulting Aggregate Purchase Price. At The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles and in a manner consistent with the Company Working Capital Illustration. Following the Closing, Buyer Parent shall pay provide Seller Parent and its Representatives reasonable access (including by electronic delivery of documents), during regular business hours, in such a manner as to not interfere with the Purchase Pricenormal operation of Buyer Parent (subject to the execution of customary work paper access letters, as adjusted by if requested) work papers and books and records relating to the estimated Purchase Price Adjustments reflected preparation of the Closing Statement solely for the purpose of assisting Seller Parent in its review of the StatementClosing Statement and the calculations contained therein. (b) As soon as reasonably practicable after If Seller Parent disagrees with the calculations in the Closing but not later than Statement, Seller Parent shall notify Buyer Parent of such disagreement in writing (the 75th day following “Dispute Notice”) within 60 calendar days after delivery of the Closing Date, Statement. The Dispute Notice must set forth in reasonable detail any item on the Closing Statement which Seller shall prepare Parent believes has not been prepared in accordance with this Agreement and deliver to Buyer a draft statement setting forth the final calculation Seller Parent’s determination of the Purchase Price and showing the calculation of each adjustment under Section 11.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt amount of such statement from Selleritem. Any item or amount that Seller Parent does not dispute in the Dispute Notice within such 60-calendar day period shall be final, binding and conclusive for all purposes hereunder. In the event any such Dispute Notice is timely provided, Buyer Parent and Seller Parent shall deliver use commercially reasonable efforts for a period of 15 calendar days (or such longer period as they may mutually agree) to Seller a written report containing resolve any changes disagreements with respect to the calculations included in the Closing Statement that Buyer proposes be made to such statementwere disputed in the Dispute Notice. If Buyer does not deliver such report to Seller on or before If, at the end of such 30-day period, Seller Parent and Buyer Parent remain unable to resolve the dispute in its entirety, then either may elect that the unresolved items and amounts thereof in dispute shall be deemed submitted to have agreed with Seller’s statementa nationally recognized independent accounting firm, reasonably acceptable to Buyer Parent and Seller Parent, which shall not be the independent accountants of Buyer Parent or Seller Parent (the “Dispute Auditor”). The Dispute Auditor shall determine, based solely on the provisions of this Section 2.4 and the related definitions in this Agreement and the written presentations by Seller Parent and Buyer Parent, and such not by independent review, only those items and amounts that remain then in dispute as set forth in the Dispute Notice. The Dispute Auditor’s determination of the Company Cash, the Company Working Capital, the Company Indebtedness and/or the Company Transaction Expenses, as applicable, shall be made within 45 calendar days after the dispute is submitted for its determination and shall be set forth in a written statement shall become binding delivered to Seller Parent and Buyer Parent. A judgment of a court of competent jurisdiction selected pursuant to Section 12.5 hereof may be entered upon the Dispute Auditor’s determination. The Dispute Auditor shall have exclusive jurisdiction over, and resorting to the Dispute Auditor as provided in this Section 2.4(b) shall be the only recourse and remedy of the Parties against one another with respect to, those items and amounts that remain in dispute under this Section 2.4(b), and Buyer Parent shall not be entitled to seek indemnification or recovery of any attorneys’ fees or other professional fees incurred by Buyer Parent in connection with any dispute governed by this Section 2.4. The Dispute Auditor shall allocate its fees and expenses between Buyer Parent and Seller Parent according to the degree to which the positions of the respective Parties are not accepted by the Dispute Auditor. In no event shall the decision of the Dispute Auditor assign a value to any item greater than the greatest value for such item claimed by either Buyer Parent or Seller Parent or lesser than the smallest value for such item claimed by either 5. Buyer Parent or Seller Parent. Any determinations made by the Dispute Auditor pursuant to this Section 2.4 shall be final, non-appealable and binding on the Parties, absent manifest error or fraud. (c) The Parties shall undertake to agree on Once the final statement of the Aggregate Purchase Price no later than 60 days after delivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are has become finally determined in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller accordance with this Section 2.4 (the date of such final determination, the “Accounting ArbitratorFinal Adjustment Amount Determination Date”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston“Final Adjustment Amount” will be the amount equal to the Aggregate Purchase Price as so finally determined, Texas in accordance with minus the Commercial Arbitration Rules Closing Purchase Price: (d) If the Final Adjustment Amount is a positive number, then within five Business Days after the Final Adjustment Amount Determination Date, Buyer Parent (on behalf of the AAABuyers) shall pay or cause to be paid the Final Adjustment Amount to or as directed by Seller Parent (acting on behalf of the Sellers). If the Final Adjustment Amount is a negative number, then within five Business Days after the Final Adjustment Amount Determination Date, Seller Parent (on behalf of the Sellers) shall pay or cause to be paid the absolute value of Final Adjustment Amount to or as directed by Xxxxx Xxxxxx (acting on behalf of the Buyers). (e) The Parties agree that, from and after the Closing, the provisions of this Section 2.4 and the dispute resolution provisions contemplated hereby shall be the sole and exclusive remedy and exclusive forum of the Parties with respect to the calculation of the Aggregate Purchase Price and the components thereof, including any Liability that could have been included in the calculation thereof, and shall be allocated to the Purchased Equity to which such payments relate as determined by Seller Parent. (f) Any payment made under this Section 2.4, to the maximum extent such rules do not conflict with the terms of this Section 11.3. The Accounting Arbitrator’s determination permitted by applicable Law, shall be made within 45 days after submission of the matters in dispute and shall be final and binding on treated, including for all PartiesTax purposes, without right of appeal. In determining the proper amount of any as an adjustment to the Closing Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicable.

Closing Statement; Post-Closing Adjustment. (a) At least five three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price AdjustmentsAdjustments taking into account the foregoing principles, and using and based upon the best information available to Seller (the “Statement”). At the Closing, Buyer shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th 60th day following the Closing Date, Seller shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.29.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such 30-30 day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the Parties. (c) The Parties Buyer and Seller shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of Seller’s statement. In the event that the Parties Buyer and Seller cannot reach agreement within such period of time, any either such Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAAAmerican Arbitration Association, to the extent such rules do not conflict with the terms of this Section 11.39.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten 10 days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties Buyer and Seller or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay remit to Seller the amount by which the Purchase Price exceeds the amount paid remitted pursuant to Section 11.3(a9.3(a) or Seller shall pay remit to Buyer the amount by which the amount paid remitted pursuant to Section 11.3(a9.3(a) exceeds the Purchase Price, as applicable. Any post-Closing payment pursuant to this Section 9.3 shall bear interest from the Closing Date to the date of payment at the lesser of (x) the annual rate of interest published as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal on the last Business Day prior to the Closing Date plus 3% and (y) the maximum rate allowed by applicable Law.

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller (the “Statement”). At the Closing, Buyer shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th 75 day following the Closing Date, Seller shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th 30 day following receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such 30-day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicable.th th

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to the Closing Date, Seller Sellers shall prepare and deliver to Buyer a statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller Sellers (the “Statement”). At the Closing, Buyer the Partnership shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th day following the Closing Date, Seller Sellers shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.29.2, based on the most recent actual figures for each adjustment. Seller Sellers shall make such reasonable documentation as is in Seller’s Sellers’ possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from SellerSellers, Buyer shall deliver to Seller Sellers a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller Sellers on or before the end of such 30-30 day period, Buyer shall be deemed to have agreed with Seller’s Sellers’ statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of Seller’s Sellers’ statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicable.Accounting

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days 6.6.1 Contributor shall cause its accounting staff to make such inventories, examinations and audits of the Properties, and of the books and records of the Properties, as Contributor’s Accountants may deem necessary to make the adjustments and prorations required under this Article, or under any other provisions of this Agreement. Investor or its designated representatives may be present at such inventories, examinations and audits of the Properties. Based upon such audits and inventories, Contributor’s accountants will prepare and deliver to the parties no later than two days prior to the Closing Date, Seller shall prepare and deliver to Buyer a closing statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller (the “Closing Statement”). At The Closing Statement shall contain Contributor’s best estimate of the amounts of the items requiring the prorations and adjustments in this Agreement. The amounts set forth on the Closing Statement shall be the basis upon which the prorations and adjustments provided for herein shall be made at the Closing, Buyer . 6.6.2 The Closing Statement shall pay be binding and conclusive on all parties hereto to the Purchase Price, as adjusted extent of the items covered by the estimated Purchase Price Adjustments reflected Closing Statement, unless within 30 days after receipt by Investor of the Closing Statement, either Investor or Contributor notifies the other that it disputes such Closing Statement, and specifies in reasonable detail the Statementitems and reasons that it so disputes. The parties shall attempt to resolve such dispute. If such dispute is not resolved within 45 days after delivery of the original notice by Company or Contributor, then the parties shall submit such dispute to the affiliate office of Pannel Xxxx Xxxxxxx nearest to Waterford, Connecticut (the “Outside Accountants”), and the determination of the Outside Accountants, which shall be made within a period of 15 days after such submittal by the parties, shall be conclusive. The fees and expenses of the Outside Accountants shall be paid equally by Investor and Contributor. (b) As soon as reasonably practicable after the Closing but not later than the 75th day 6.6.3 Within 90 days following the Closing Date, Seller Contributor’s accountants shall prepare and deliver a final report to Buyer a draft statement Company setting forth the final calculation determination of the Purchase Price and showing the calculation of each adjustment under Section 11.2, based all items to be included on the most recent actual figures for each adjustmentClosing Statement. Seller shall make such reasonable documentation as is in Seller’s possession available to support In the final figures. As soon as reasonably practicableevent that, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing at any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such 30time within said 90-day period, Buyer either party discovers any items which should have been included in the Closing Statement but were omitted therefrom, such items shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon adjusted in the Parties. (c) The Parties shall undertake to agree on same manner as if their existence had been known at the final statement time of the Purchase Price no later than 60 days after delivery preparation of Seller’s statementthe Closing Statement. In the event that the Parties The foregoing limitation shall not apply to any item that, by its nature, cannot reach agreement be finally determined within such the period of timespecified. However, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3. The Accounting Arbitrator’s determination no further adjustments shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days beyond 12 months after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicableClosing Date.

Closing Statement; Post-Closing Adjustment. (a) At least five Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller (the “Statement”). At the Closing, Buyer shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in the Statement. (b) As soon as reasonably practicable after the Closing but not later than the 75th day following the Closing Date, Seller shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to such statement. If Buyer does not deliver such report to Seller on or before the end of such 30-day period, Buyer shall be deemed to have agreed with Seller’s statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 days after delivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller shall pay to Buyer the amount by which the amount paid pursuant to Section 11.3(a) exceeds the Purchase Price, as applicable.

Closing Statement; Post-Closing Adjustment. (a) At least a. Not later than five Business Days days prior to the Closing Date, Seller Allianz Life and Allianz New York shall prepare and deliver to Buyer a pro forma statement of the estimated Purchase Price Adjustments, based upon the best information available to Seller (the “Closing Statement”). At ) reflecting an amount determined in accordance with the Closing, Buyer shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in the Statementmethodology set forth on Exhibit 1.07 hereto. (b) b. As soon as reasonably practicable after the Closing practicable, but not later than the 75th day in any event within ninety (90) days following the Closing Date, Seller shall prepare and deliver to Buyer a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.2, based on the most recent actual figures for each adjustment. Seller shall make such reasonable documentation as is in Seller’s possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th day following receipt of such statement from Seller, Buyer shall deliver to Seller Allianz Life and Allianz New York a written report containing pro forma statement (“Post-Closing Statement”) recalculating each item (as appropriate) on Exhibit 1.07. Allianz Life and Allianz New York shall provide such access to information and assistance to Buyer as Buyer may reasonably request in preparing the Post-Closing Statement. c. Allianz Life and Allianz New York shall notify Buyer in writing of any changes that Buyer proposes be made objections to the Post-Closing Statement within twenty (20) business days after receipt thereof (the “Objection Notice”), stating in reasonable detail the basis for any such statementobjections. If Buyer does not deliver receive the Objection Notice within such report to Seller on or before the end of such 30-day period, Buyer the Post-Closing Statement shall be deemed to have agreed with Seller’s statementaccepted and binding on the parties. If Allianz Life and Allianz New York provide the Objection Notice as set forth herein, and such statement shall become binding upon the Parties. parties cannot resolve the objections within twenty (c20) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 business days after delivery of Seller’s statement. In Buyer receives the event that Objection Notice, the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer and Seller parties shall engage Deloitte & Touche LLP (the “Accounting ArbitratorIndependent Firm”) to review the basis upon which Buyer prepared the Post-Closing Statement. If the Independent Firm declines such engagement, Allianz Life, Allianz New York and the Buyer shall engage another one of the “big four” accounting firms (after eliminating any such firm which is conflicted or otherwise unable to participate), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules conclusion of the AAA, to the extent such rules do not conflict with the terms of this Section 11.3. The Accounting Arbitrator’s determination shall be made within 45 days after submission of the matters in dispute and Independent Firm shall be final and binding on all Partiesthe parties. Buyer and Allianz Life shall bear equally the fee charged by the Independent Firm in connection with resolution of the disputed items. d. Within five (5) business days following Allianz Life’s and Allianz New York’s approval of the Post-Closing Statement, without right of appeal. In determining the proper amount of any adjustment or a final determination if matters are submitted to the Purchase PriceIndependent Firm, the Accounting Arbitrator shall be bound by the terms of this Agreement Allianz Life and may not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Buyer, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller and Buyer shall each bear their own legal fees and other costs of presenting its case. Seller shall bear one-half and Buyer shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten days after the earlier of (i) the expiration of Buyer’s 30 day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer shall pay to Seller the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a) or Seller Allianz New York shall pay to Buyer the amount amount, if any, by which the Closing Payment calculated using the Post-Closing Statement is greater than the Closing Payment calculated using the Closing Statement, or Buyer shall pay to Allianz Life and Allianz New York the amount, if any, by which the Closing Payment calculated using the Post-Closing Statement is less than the Closing Payment calculated using the Closing Statement. The amount paid payable pursuant to Section 11.3(athis Paragraph (d) exceeds shall be accompanied by interest on such amount, for the Purchase Priceperiod from the Closing Date until the date of payment of such amount, at the prime rate, as applicablepublished in the Money Rates Section of the Wall Street Journal as of the Closing Date.

Closing Statement; Post-Closing Adjustment. (a) At least five Not later than three (3) Business Days prior to the Closing Date, Seller Sellers shall prepare and deliver to Buyer Purchaser a statement of the estimated Purchase Price AdjustmentsAdjustments taking into account the foregoing principles, and using and based upon the best information available to Seller Sellers (the “Statement”). At the Closing, Buyer Purchaser shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected in on the Statement, subject to Sections 5.10 and 6.5. (b) As soon as reasonably practicable after the Closing but not later than the 75th later to occur of the one hundred and twentieth (120th) day following the Closing DateDate or the date on which the Title Arbitrator and Environmental Arbitrator have resolved all outstanding disputes with respect to Title Defects and Environmental Defects, Seller Sellers shall prepare and deliver to Buyer Purchaser a draft statement setting forth the final calculation of the Purchase Price and showing the calculation of each adjustment under Section 11.212.2, based on the most recent actual figures for each adjustment. Seller Sellers shall make such reasonable documentation as is in Seller’s Sellers’ possession available to support the final figures. As soon as reasonably practicable, but not later than the 30th thirtieth (30th) day following receipt of such statement from SellerSellers, Buyer Purchaser shall deliver to Seller Sellers a written report containing any changes that Buyer Purchaser proposes be made to such statement. If Buyer Purchaser does not deliver such report to Seller Sellers on or before the end of such thirty (30-) day period, Buyer Purchaser shall be deemed to have agreed with Seller’s Sellers’ statement, and such statement shall become binding upon the Parties. (c) The Parties shall undertake to agree on the final statement of the Purchase Price no later than 60 ninety (90) days after delivery of Seller’s Sellers’ statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to, the Houston, Texas office of PricewaterhouseCoopers LLP, or, if such firm is not able or willing to serve, a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Buyer Purchaser and Seller Sellers (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Houston, Texas in accordance with the Commercial Arbitration Rules of the AAAAmerican Arbitration Association, to the extent such rules do not conflict with the terms of this Section 11.3Section. The Accounting Arbitrator’s determination shall be made within 45 forty-five (45) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of this Agreement and may not increase the Purchase Price more than the increase proposed by Seller Sellers nor decrease the Purchase Price more than the decrease proposed by BuyerPurchaser, as applicable. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of Purchase Price Adjustments adjustments submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. Seller Sellers and Buyer Purchaser shall each bear their own legal fees and other costs of presenting its case. Seller Sellers shall bear one-half and Buyer Purchaser shall bear one-half of the costs and expenses of the Accounting Arbitrator. Within ten (10) days after the earlier of (i) the expiration of BuyerPurchaser’s 30 thirty (30) day review period without delivery of any written report or (ii) the date on which the Parties or the Accounting Arbitrator finally determine the Purchase Price, Buyer (x) Purchaser shall pay to Seller Sellers the amount by which the Purchase Price exceeds the amount paid pursuant to Section 11.3(a12.3(a) or Seller (y) Sellers shall pay to Buyer Purchaser the amount by which the amount paid pursuant to Section 11.3(a12.3(a) exceeds the Purchase Price, as applicable. Any post-Closing payment pursuant to this Section 12.3 shall bear interest from the Closing Date to the date of payment at the lesser of (x) the annual rate of interest published as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal on the last Business Day prior to the Effective Date plus three (3) percentage points and (y) the maximum rate allowed by applicable Law.