Common use of Determination of Adjustment Amount Clause in Contracts

Determination of Adjustment Amount. (a) At least two Business Days prior to the Closing, the Sellers shall prepare and deliver to Buyer: (i) an estimated balance sheet of the Business as of the Financial Effective Time (the “Estimated Closing Balance Sheet”) for informational purposes only, which shall reflect the Sellers’ best estimate of the Purchased Assets and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards for the preparation of the balance sheet of the Business included in the Financial Statements and shall include an estimate of the Prorated Amounts; (ii) a certificate signed by the chief financial officer of GPII (the “Closing Date Consideration Calculation Certificate”) setting forth (1) based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate of the Assumed Net Debt (the “Estimated Assumed Net Debt”) and (2) the Sellers’ calculation of the Closing Payment based on the Estimated Assumed Net Debt. (b) Within 30 calendar days after the Closing, the Sellers shall prepare and deliver to Buyer: (i) an estimated balance sheet of the Business as of the Financial Effective Time (the “Closing Balance Sheet”) for informational purposes only, which shall reflect the Sellers’ best estimate of the Purchased Assets and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards for the preparation of the balance sheet of the Business included in the Financial Statements; (ii) a certificate signed by the chief financial officer of GPII (the “Post-Closing Assumed Net Debt Certificate”) setting forth based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate of the Assumed Net Debt; and (iii) a certificate (the “Proration Certificate”) signed by the chief financial officer of GPII setting forth (1) all deposits made and other pre-paid expenses incurred by Sellers with respect to the Owned Real Property for the period of time after the Financial Effective Time which is to be allocated to Buyer in accordance with Section 2.08, (2) Sellers’ estimate of the expenses incurred by Buyer with respect to the Owned Real Property for the period of time before the Financial Effective Time which is to be allocated to Sellers in accordance with Section 2.08 and (3) compensation earned by hourly Business Employees between the Financial Effective Time and the Closing Date and paid by Sellers which is to be allocated to Buyer in accordance with Section 2.08 (collectively, the “Prorated Amounts”) and setting forth Sellers’ best estimate of the Proration Adjustment. (c) Buyer shall provide Sellers and their accountants and advisors all reasonable and timely access to the employees, work papers and other books and records and information that might be relevant to the preparation and review of the Closing Balance Sheet, Post-Closing Assumed Net Debt Certificate, and the Proration Certificate at all times prior to the Settlement Date. Within thirty (30) days after the Closing Balance Sheet, the Post-Closing Assumed Net Debt Certificate, and the Proration Certificate are delivered to Buyer, Buyer shall deliver to Sellers either (i) a written acknowledgement accepting the Post-Closing Assumed Net Debt Certificate, the Sellers’ calculation of the Assumed Net Debt contained therein, the Proration Certificate and the Sellers’ calculation of the Prorated Amounts contained therein; or (ii) a written report setting forth in reasonable detail any objection to the calculation of the Assumed Net Debt or the Prorated Amounts and Buyer’s determination of the Prorated Amounts (the “Adjustment Report”). If Buyer fails to respond to Sellers within such thirty (30) day period, Buyer shall be deemed to have accepted and agreed to the Post-Closing Assumed Net Debt Certificate, the Proration Certificate and the calculation of the Assumed Net Debt and the Prorated Amount, as delivered pursuant to Section 2.03(b). (d) In the event Sellers and Buyer fail to agree on all of Buyer’s proposed adjustments to the Assumed Net Debt and the Prorated Amounts contained in the Adjustment Report within thirty (30) days after Sellers receive the Adjustment Report, then Sellers and Buyer mutually agree that Deloitte LLP, or such other accounting firm as determined by mutual agreement of the parties (the “Independent Auditors”) shall make the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report to the Assumed Net Debt and the Prorated Amounts that remain in dispute. The Independent Auditors shall consider only the disputed matters that were included in the Adjustment Report relating to the Assumed Net Debt and the Prorated Amounts. Buyer and Sellers shall provide the Independent Auditors all reasonable and timely access to the employees, work papers and other books and records and information as reasonably necessary for the Independent Auditors to perform their function as arbitrator in determining the Assumed Net Debt and the Prorated Amounts. The decision of the Independent Auditors shall be final and binding on Sellers and Buyer, absent manifest error. The costs and expenses of the Independent Auditors for their services rendered pursuant to this Section 2.03(d) shall be borne by Sellers and Buyer in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Independent Auditors as provided in this Section 2.03(d). (e) The date on which the calculation of the Assumed Net Debt and the Prorated Amounts is finally determined pursuant to this Section 2.03 shall hereinafter be referred to as the “Settlement Date.”

Determination of Adjustment Amount. (a) At least two Business Days prior to As soon as practicable after the ClosingClosing Date, and in any event not later than 90 days after the Sellers Closing Date, Company shall prepare and deliver submit to Buyer: Sellers (i1) an estimated unaudited financial statements of Company (the “Closing Date Financial Statements”) consisting of a balance sheet of the Business as of the Financial Effective Time Closing Date (the “Estimated Closing Date Balance Sheet”) and a statement of operations for informational purposes onlythe year ended December 31, 2006 and the short period ending with the Closing Date in 2007, which shall reflect be certified by an officer of Company as fairly representing the Sellers’ best estimate financial condition of Company as of the Purchased Assets Closing Date and Assumed Liabilities as the results of immediately prior to the Financial Effective Time, prepared in accordance with the standards operations of Company for the preparation of the balance sheet of the Business included period then ended, subject to any infirmities in the Financial Statements and shall include an estimate in the methodology used to produce them which are also used to produce the Closing Date Financial Statements, and (2) a valuation of the Prorated Amounts; (ii) a certificate signed by assets of Company as of the chief financial officer of GPII Closing Date (the “Closing Date Consideration Calculation CertificateAsset Valuation”) ), which shall be prepared by an independent third party and shall be certified by an officer of Company as fairly representing the value of Company’s assets as of the Closing Date. As soon as practicable after receipt of both the Closing Date Financial Statements and Closing Date Asset Valuation, but in any event not later than 90 days after the receipt thereof, Sellers shall prepare and submit to Buyer a written statement, including supporting work papers, setting forth (1) based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate of the Assumed Net Debt (the “Estimated Assumed Net Debt”) and (2) the in reasonable detail Sellers’ calculation of the Closing Payment based on the Estimated Assumed Net Debt. (b) Within 30 calendar days after the Closing, the Sellers shall prepare and deliver to Buyer: (i) an estimated balance sheet of the Business as of the Financial Effective Time Adjustment Amount (the “Closing Balance Sheet”) for informational purposes only, which shall reflect the Sellers’ best estimate Statement”). If, within 30 days after Buyer’s receipt of the Purchased Assets and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards for the preparation of the balance sheet of the Business included in the Financial Statements; (ii) a certificate signed by the chief financial officer of GPII (the “Post-Closing Assumed Net Debt Certificate”) setting forth based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate of the Assumed Net Debt; and (iii) a certificate (the “Proration Certificate”) signed by the chief financial officer of GPII setting forth (1) all deposits made and other pre-paid expenses incurred by Sellers with respect to the Owned Real Property for the period of time after the Financial Effective Time which is to be allocated to Buyer in accordance with Section 2.08, (2) Sellers’ estimate of the expenses incurred by Buyer with respect to the Owned Real Property for the period of time before the Financial Effective Time which is to be allocated to Sellers in accordance with Section 2.08 and (3) compensation earned by hourly Business Employees between the Financial Effective Time and the Closing Date and paid by Sellers which is to be allocated to Buyer in accordance with Section 2.08 (collectively, the “Prorated Amounts”) and setting forth Sellers’ best estimate of the Proration Adjustment. (c) Buyer shall provide Sellers and their accountants and advisors all reasonable and timely access to the employees, work papers and other books and records and information that might be relevant to the preparation and review of the Closing Balance Sheet, Post-Closing Assumed Net Debt Certificate, and the Proration Certificate at all times prior to the Settlement Date. Within thirty (30) days after the Closing Balance Sheet, the Post-Closing Assumed Net Debt Certificate, and the Proration Certificate are delivered to BuyerStatement, Buyer shall deliver to has not given Sellers either (i) a written acknowledgement accepting the Post-Closing Assumed Net Debt Certificate, the Sellers’ calculation notice of the Assumed Net Debt contained therein, the Proration Certificate and the Sellers’ calculation of the Prorated Amounts contained therein; or (ii) a written report setting forth in reasonable detail any its objection to the calculation of the Assumed Net Debt or Adjustment Amount set forth in Sellers’ Statement, then the Prorated Amounts Adjustment Amount set forth in Sellers’ Statement shall be final, binding and conclusive on Sellers and Buyer and shall be used by the parties to adjust the Purchase Price pursuant to Section 3(c). If, however, within 30 days after Buyer’s determination receipt of the Prorated Amounts (the “Adjustment Report”). If Buyer fails to respond to Sellers within such thirty (30) day periodSellers’ Statement, Buyer shall be deemed gives Sellers a written notice of its objection to have accepted and agreed to the Post-Closing Assumed Net Debt Certificate, the Proration Certificate and the calculation of the Assumed Net Debt and Adjustment Amount set forth in Sellers’ Statement (the Prorated Amount, as delivered pursuant to Section 2.03(b). (d) In the event Sellers and Buyer fail to agree on all of “Buyer’s proposed adjustments to Objection Notice”), which shall include a statement setting forth in reasonable detail the Assumed Net Debt and the Prorated Amounts contained in the Adjustment Report within thirty (30) days after Sellers receive the Adjustment Reportbasis for Buyer’s objection, then Sellers and Buyer mutually agree that Deloitte LLP, or such other accounting firm as determined by mutual agreement of shall attempt in good faith to resolve the parties (the “Independent Auditors”) shall make the final determination disputed issues with respect to the correctness calculation of the proposed adjustments in the Adjustment Report to the Assumed Net Debt and the Prorated Amounts that remain in dispute. The Independent Auditors shall consider only the disputed matters that were included in the Adjustment Report relating to the Assumed Net Debt and the Prorated AmountsAmount. Buyer and Sellers shall provide each other, after the Independent Auditors all reasonable and timely Closing, with access to any information necessary to calculate the employeesAdjustment Amount or reasonably necessary to resolve disputed issues. If, within 30 days after Sellers’ receipt of Buyer’s Objection Notice, Sellers and Buyer resolve all of the disputed issues with respect to the calculation of the Adjustment Amount, then the Adjustment Amount, as agreed upon by Sellers and Buyer, shall be final, binding and conclusive on the parties and shall be used by them to adjust the Purchase Price pursuant to Section 3(c). If, however, within 30 days after Sellers’ receipt of Buyer’s Objection Notice, Sellers and Buyer fail to resolve all of the disputed issues with respect to the calculation of the Adjustment Amount, then Sellers and Buyer shall jointly submit the remaining disputed issues to the Neutral Accounting Firm (the “Joint Submission”) for resolution. In such event, Sellers and Buyer shall furnish or cause to be furnished to the Neutral Accounting Firm such documents, Records, work papers and other books information relating to the disputed issues as the parties may choose or as the Neutral Accounting Firm may request. Sellers and records Buyer shall use their respective Best Efforts to cause the Neutral Accounting Firm, after giving due consideration to the disputed issues, to prepare and information as reasonably necessary for the Independent Auditors deliver to perform their function as arbitrator in determining the Assumed Net Debt Sellers and Buyer a written report setting forth and explaining its determination of each disputed issue and the Prorated Amountsresulting calculation of the Adjustment Amount within 60 days after the Neutral Accounting Firm’s receipt of the Joint Submission. The decision Neutral Accounting Firm’s determination of each disputed issue and its calculation of the Independent Auditors Adjustment Amount shall be final final, binding and binding conclusive on Sellers and Buyer, absent manifest errorBuyer and shall be used by the parties to adjust the Purchase Price pursuant to Section 3(c). The costs Sellers and Buyer each shall be responsible for the payment of 50% of the fees and expenses of the Independent Auditors for their services rendered pursuant to this Section 2.03(d) shall be borne by Sellers and Buyer Neutral Accounting Firm in inverse proportion as each shall prevail on the dollar amounts of performing such disputed items so submitted to the Independent Auditors as provided in this Section 2.03(d)services. (e) The date on which the calculation of the Assumed Net Debt and the Prorated Amounts is finally determined pursuant to this Section 2.03 shall hereinafter be referred to as the “Settlement Date.”

Determination of Adjustment Amount. The Adjustment Amount used for the calculation of the Purchase Price on the Closing Date (athe “Estimated Adjustment Amount”) At least two Business Days prior will be based on the Estimated Closing Date Net Working Capital, and the Estimated Company Cash will be the amount set forth in the Estimated Closing Date Statement. Purchaser, the Company, the Members and the Members’ Representative acknowledge and agree that the exact Adjustment Amount and the exact amount of Company Cash will not be known as of the Closing Date and that the Adjustment Amount determined on the Closing Date and amount of Company Cash determined on the Closing Date may need to be adjusted subsequent to the ClosingClosing Date on the basis set forth herein. Accordingly, no later than 75 days after the Sellers shall Closing Date, Purchaser will prepare and deliver to Buyer: the Members’ Representative (i) an estimated unaudited balance sheet of the Business Company as of the Financial Effective Time (the “Estimated Closing Balance Sheet”) for informational purposes only, which shall reflect the Sellers’ best estimate of the Purchased Assets and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards for the preparation of the balance sheet of the Business included in the Financial Statements and shall include an estimate of the Prorated Amounts; (ii) a certificate signed by the chief financial officer of GPII Date (the “Closing Date Consideration Calculation CertificateBalance Sheet”) prepared in accordance with GAAP and the Company’s past practices (as adjusted by the terms of this Agreement), (ii) a determination of the Closing Date Net Working Capital, (iii) a statement setting forth (1) based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate determination of the Assumed Net Debt (the “Estimated Assumed Net Debt”) resulting Adjustment Amount, and (2iv) the Sellers’ its calculation of the Closing Payment based on the Estimated Assumed Net Debt. (b) Within 30 calendar days after the Closing, the Sellers shall prepare and deliver to Buyer: (i) an estimated balance sheet of the Business as of the Financial Effective Time actual Company Cash (the “Closing Balance SheetDate Statement”) for informational purposes only). The Members’ Representative and Purchaser will have the right to review all records, which shall reflect the Sellers’ best estimate of the Purchased Assets work papers and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards calculations that are reasonably necessary for the preparation purpose of reviewing the balance sheet of the Business included in the Financial Statements; (ii) a certificate signed by the chief financial officer of GPII (the “Post-Estimated Closing Assumed Net Debt Certificate”) setting forth based on the definition of Assumed Net Debt contained hereinDate Statement, the Sellers’ best estimate of the Assumed Net Debt; and (iii) a certificate (the “Proration Certificate”) signed by the chief financial officer of GPII setting forth (1) all deposits made and other pre-paid expenses incurred by Sellers with respect to the Owned Real Property for the period of time after the Financial Effective Time which is to be allocated to Buyer in accordance with Section 2.08, (2) Sellers’ estimate of the expenses incurred by Buyer with respect to the Owned Real Property for the period of time before the Financial Effective Time which is to be allocated to Sellers in accordance with Section 2.08 and (3) compensation earned by hourly Business Employees between the Financial Effective Time Closing Date Balance Sheet and the Closing Date and paid by Sellers which is to be allocated to Buyer in accordance with Section 2.08 (collectivelyStatement. If, for any reason, the “Prorated Amounts”) and setting forth Sellers’ best estimate of Purchaser fails to deliver the Proration Adjustment. (c) Buyer shall provide Sellers and their accountants and advisors all reasonable and timely access Closing Date Statement within the time period required by Section 1.6(b), the Estimated Closing Date Statement delivered by the Company to the employees, work papers and other books and records and information that might be relevant to the preparation and review of the Closing Balance Sheet, Post-Closing Assumed Net Debt Certificate, and the Proration Certificate at all times Purchaser prior to the Settlement Date. Within thirty (30) days after Closing shall be considered for all purposes of this Agreement as being the “Closing Balance Sheet, Date Statement” delivered by the Post-Closing Assumed Net Debt Certificate, Purchaser pursuant to this section and the Proration Certificate are delivered to Buyer, Buyer Members’ Representative shall deliver to Sellers either (i) a written acknowledgement accepting the Post-Closing Assumed Net Debt Certificate, the Sellers’ calculation of the Assumed Net Debt contained therein, the Proration Certificate and the Sellers’ calculation of the Prorated Amounts contained therein; or (ii) a written report setting forth in reasonable detail any objection to the calculation of the Assumed Net Debt or the Prorated Amounts and Buyer’s determination of the Prorated Amounts (the “Adjustment Report”). If Buyer fails to respond to Sellers within such thirty (30) day period, Buyer shall be deemed to have accepted and agreed to the Post-Closing Assumed Net Debt Certificate, the Proration Certificate and the calculation of the Assumed Net Debt and the Prorated Amount, as delivered pursuant to Section 2.03(b). (d) In the event Sellers and Buyer fail to agree on all of Buyer’s proposed adjustments to the Assumed Net Debt and the Prorated Amounts contained in the Adjustment Report within thirty (30) days after Sellers receive the Adjustment Report, then Sellers and Buyer mutually agree that Deloitte LLP, or such other accounting firm as determined by mutual agreement of the parties (the “Independent Auditors”) shall make the final determination its rights under this Section 1.6 with respect to the correctness of the proposed adjustments in the Adjustment Report to the Assumed Net Debt and the Prorated Amounts that remain in dispute. The Independent Auditors shall consider only the disputed matters that were included in the Adjustment Report relating to the Assumed Net Debt and the Prorated Amounts. Buyer and Sellers shall provide the Independent Auditors all reasonable and timely access to the employees, work papers and other books and records and information as reasonably necessary for the Independent Auditors to perform their function as arbitrator in determining the Assumed Net Debt and the Prorated Amounts. The decision of the Independent Auditors shall be final and binding on Sellers and Buyer, absent manifest error. The costs and expenses of the Independent Auditors for their services rendered pursuant to this Section 2.03(d) shall be borne by Sellers and Buyer in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Independent Auditors as provided in this Section 2.03(d)statement. (e) The date on which the calculation of the Assumed Net Debt and the Prorated Amounts is finally determined pursuant to this Section 2.03 shall hereinafter be referred to as the “Settlement Date.”

Determination of Adjustment Amount. (a) At least two Business Days prior Following the Closing Date, in accordance with this Section 2.8, the Estimated Cash Consideration shall be adjusted as follows: (A) reduced by the amount, if any, by which the Closing Cash Consideration is less than the Estimated Cash Consideration or (B) increased by the amount by which the Closing Cash Consideration is greater than Estimated Cash Consideration. The amount of such increase or decrease to the ClosingEstimated Cash Consideration as contemplated by this Section 2.8(a), and subject to the Sellers remainder of this Section 2.8, is referred to herein as the “Adjustment Amount.” (b) Within seventy five (75) days following the Closing Date, Buyer shall prepare and deliver to Buyer: the Stockholders’ Committee a statement (the “Adjustment Statement”) setting forth its calculation of: (i) an estimated balance sheet of the Business actual Indebtedness as of the Financial Effective Time Closing (the “Estimated Closing Balance SheetIndebtedness”); (ii) the lesser of (A) the actual Cash as of the end of the day immediately preceding the Closing Date (the “Closing Cash Amount”) for informational purposes onlyand (B) $2,500,000, which (iii) the actual unpaid Transaction Expenses, (iv) the actual unpaid Change of Control Liabilities and (v) the Adjustment Amount. The Adjustment Statement shall reflect set forth in line item detail the Sellers’ best estimate components of each of the Purchased Assets foregoing items, and Assumed Liabilities shall calculate the Closing Indebtedness in accordance with the Methodology. During the thirty (30) days immediately following Buyer’s delivery of the Adjustment Statement, the Stockholders’ Committee and the Stockholders’ Committee’s accountants shall have reasonable access to the working papers and books and records relating to the Adjustment Statement; provided, that any such access or furnishing of such information shall be conducted at the Stockholders’ Committee’s sole expense, during normal business hours under the reasonable supervision of Buyer and in such a manner as not to interfere in any material respect with the normal operations of immediately Buyer or any of its Affiliates (including the Company) and upon reasonable advance notice; and provided, further, that the Stockholders’ Committee shall treat all such information as confidential consistent with the provisions hereof, and hereby waives any right to use such information for any purpose other than in connection with the determination of the Adjustment Amount pursuant to this Section 2.8, and hereby agrees to execute and deliver such customary waivers, limitations of liability and indemnification agreements as are requested by Buyer’s advisors to provide access to such work papers and records. The Adjustment Statement shall become final and binding upon the parties on the earlier of: (A) the date that the Stockholders’ Committee provides written notice of its acceptance of Buyer-provided Adjustment Statement, or (B) the end of the thirtieth (30th) day following receipt thereof by the Stockholders’ Committee unless the Stockholders’ Committee gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer on or prior to such date (provided, however, that the Financial Effective TimeStockholders’ Committee may so object to the Adjustment Statement based only on the existence of factual, legal or mathematical errors therein or on the failure of the Adjustment Statement to be prepared in accordance with the standards for the preparation of the balance sheet of the Business included in the Financial Statements principles set forth herein and shall include an estimate of the Prorated Amounts; (ii) a certificate signed by the chief financial officer of GPII (the “Closing Date Consideration Calculation Certificate”) setting forth (1) based on the definition of Assumed Net Debt contained herein, the Sellers’ best estimate of the Assumed Net Debt (the “Estimated Assumed Net Debt”) and (2) the Sellers’ calculation of the Closing Payment based on the Estimated Assumed Net Debt. (b) Within 30 calendar days after the Closing, the Sellers shall prepare and deliver to Buyer: (i) an estimated balance sheet of the Business as of the Financial Effective Time (the “Closing Balance Sheet”) for informational purposes only, which shall reflect the Sellers’ best estimate of the Purchased Assets and Assumed Liabilities as of immediately prior to the Financial Effective Time, prepared in accordance with the standards for the preparation Methodology), or (C) resolution of the balance sheet Notice of Disagreement per subsection (c) below (upon any such final and binding events under (A), (B) or (C) above, thereby a “Final Adjustment Statement” and the Business included amount shown thereby, the “Final Adjustment Amount”). Any Notice of Disagreement shall (x) specify in reasonable detail, and on a line item by line item basis, the Financial Statements; (ii) a certificate signed by disputed items and the chief financial officer nature and amount of GPII any disagreement so asserted (the “Post-Disputed Items”), (y) an alternative amount for each such Disputed Item and (z) shall include a proposed calculation by the Stockholders’ Committee of the Closing Assumed Net Debt Certificate”) setting forth based on the definition of Assumed Net Debt contained hereinCash Amount, the Sellers’ best estimate Closing Indebtedness, unpaid Transaction Expenses, unpaid Change of the Assumed Net Debt; and (iii) a certificate (the “Proration Certificate”) signed by the chief financial officer of GPII setting forth (1) all deposits made and other pre-paid expenses incurred by Sellers with respect to the Owned Real Property for the period of time after the Financial Effective Time which is to be allocated to Buyer in accordance with Section 2.08, (2) Sellers’ estimate of the expenses incurred by Buyer with respect to the Owned Real Property for the period of time before the Financial Effective Time which is to be allocated to Sellers in accordance with Section 2.08 and (3) compensation earned by hourly Business Employees between the Financial Effective Time Control Liabilities and the Closing Date and paid by Sellers which is to be allocated to Buyer in accordance with Section 2.08 (collectively, the “Prorated Amounts”) and setting forth Sellers’ best estimate of the Proration AdjustmentAdjustment Amount. (c) If a timely Notice of Disagreement is received by Buyer, then the Adjustment Statement shall become final and binding upon the parties on the earlier of (i) the date Buyer shall provide Sellers and their accountants and advisors all reasonable and timely access to the employees, work papers and other books and records and information that might be relevant to the preparation and review of the Closing Balance Sheet, Post-Closing Assumed Net Debt Certificate, and the Proration Certificate at Stockholders’ Committee resolve in writing any differences they have with respect to all times prior Disputed Items and (ii) the date all remaining Disputed Items are finally resolved in writing by the Accounting Firm pursuant to Section 2.8(d). During the Settlement Date. Within thirty (30) days after immediately following the Closing Balance Sheetdelivery of a Notice of Disagreement, the Post-Closing Assumed Net Debt Certificate, Buyer and the Proration Certificate are delivered Stockholders’ Committee shall consult in good faith to Buyerresolve in writing any remaining Disputed Items. During such consultation period, Buyer shall deliver have full access to Sellers either (i) a written acknowledgement accepting the Post-Closing Assumed Net Debt Certificate, the Sellers’ calculation books and records of the Assumed Net Debt contained therein, the Proration Certificate Stockholders’ Committee and the Sellers’ calculation working papers of the Prorated Amounts contained therein; or (ii) a written report setting forth Stockholders’ Committee’s accountants prepared in reasonable detail any objection to connection with the calculation Stockholders’ Committee’s preparation of the Assumed Net Debt or the Prorated Amounts and Notice of Disagreement; provided, that any such access shall be conducted at Buyer’s determination sole expense, during normal business hours under the reasonable supervision of the Prorated Amounts Stockholders’ Committee. (d) At the “Adjustment Report”). If Buyer fails to respond to Sellers within end of such thirty (30) day consultation period, if Buyer shall be deemed to have accepted and agreed to the Post-Closing Assumed Net Debt Certificate, the Proration Certificate and the calculation Stockholders’ Committee have not resolved all Disputed Items, Buyer and the Stockholders’ Committee shall submit any and all Disputed Items which remain unresolved to, upon mutual agreement of Buyer and the Stockholders’ Committee, an independent accounting firm experienced in auditing companies the size and nature of the Assumed Net Debt Company as mutually selected by Buyer and the Prorated AmountStockholders’ Committee (the “Accounting Firm”). The Accounting Firm shall work to resolve such Disputed Items promptly and, as delivered pursuant to Section 2.03(b). (d) In the event Sellers and Buyer fail to agree on all of Buyer’s proposed adjustments to the Assumed Net Debt and the Prorated Amounts contained in the Adjustment Report any event, within thirty (30) days after Sellers receive from the Adjustment Report, then Sellers and Buyer mutually agree that Deloitte LLP, or such other accounting firm as determined by mutual agreement of date the parties (the “Independent Auditors”) shall make the final determination with respect dispute is submitted to the correctness of the proposed adjustments in the Adjustment Report to the Assumed Net Debt and the Prorated Amounts that remain in disputeAccounting Firm. The Independent Auditors shall consider only the disputed matters that were included in the Adjustment Report Any item relating to the Assumed Net Debt Closing Cash Amount, the Closing Indebtedness, unpaid Transaction Expenses, unpaid Change of Control Liabilities and the Prorated Amounts. Buyer and Sellers shall provide the Independent Auditors all reasonable and timely access Adjustment Amount that is not a Disputed Item specifically referred to the employees, work papers and other books and records and information as reasonably necessary for the Independent Auditors Accounting Firm pursuant to perform their function as arbitrator in determining the Assumed Net Debt and the Prorated Amounts. The decision of the Independent Auditors this Section 2.8(d) shall be deemed final and binding on Sellers and Buyer, absent manifest errorthe parties (as set forth in the Adjustment Statement or as otherwise agreed to in writing by the parties). The costs Accounting Firm shall finalize the Closing Cash Amount, the Closing Indebtedness, unpaid Transaction Expenses, unpaid Change of Control Liabilities and expenses the Adjustment Amount by selecting with respect to each Disputed Item an amount between or equal to Buyer’s position as set forth in the Adjustment Statement or the Stockholders’ Committee’s position as set forth in the Notice of Disagreement. The Accounting Firm shall act as an arbitrator to determine the Independent Auditors for their services rendered pursuant Closing Cash Amount, the Closing Indebtedness, unpaid Transaction Expenses, unpaid Change of Control Liabilities and the Adjustment Amount with respect to this Section 2.03(d) shall be borne by Sellers and Buyer in inverse proportion as each shall prevail on the dollar amounts of such disputed items so Disputed Item submitted to the Independent Auditors as provided in this Section 2.03(dAccounting Firm, based solely on presentations by Buyer and the Stockholders’ Committee (and not by independent review). The determination of the Closing Cash Amount, the Closing Indebtedness, unpaid Transaction Expenses, unpaid Change of Control Liabilities and the Adjustment Amount with respect to each Disputed Item by the Accounting Firm shall be binding on the parties and shall be non-appealable. (e) The date on which the calculation All fees and expenses of the Assumed Net Debt Accounting Firm in connection with this Section 2.8 shall be paid by the party against whom the majority of the dollar value of the Disputed Items so submitted was resolved, as finally determined by the Accounting Firm. (f) Upon the achievement of a Final Adjustment Statement and concomitant Final Adjustment Amount, then the following shall occur: (i) If the Final Adjustment Amount results in an increase to the Estimated Cash Consideration, then Buyer shall promptly (but in any event within seven (7) days thereof) make (or cause to be made) a payment to the Stockholders’ Committee for further payment to the Stockholders and Warrantholder, in accordance with their respective Pro Rata Shares, by wire transfer or delivery of other immediately available funds to the account designated by the Stockholders’ Committee an aggregate amount equal to such increase. (ii) If the Final Adjustment Amount results in a decrease to the Estimated Cash Consideration (the difference, the “Shortfall Amount”), the Stockholders and the Prorated Amounts is finally determined pursuant Warrantholder (or the Stockholders’ Committee on behalf of the Stockholders and the Warrantholder), in accordance with their respective Pro Rata Shares, shall promptly (but in any event within seven (7) days thereof) make (or cause to this Section 2.03 shall hereinafter be referred made) a payment by wire transfer or delivery of other immediately available funds to as the “Settlement Dateaccount designated by Buyer in such election of an aggregate amount equal to the Shortfall Amount.”