Common use of Determination of Final Consideration Clause in Contracts

Determination of Final Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Owner and Seller (i) an unaudited balance sheet for each Company as of the Closing Date and (ii) a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Consideration, including each of its components. (b) Owner and Seller shall be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date they receive the Initial Closing Statement. Prior to the end of such thirty (30) day period, Purchaser shall permit Owner, Seller and their respective Representatives to have full access to the books and records of the Companies and to such historical financial information relating to the preparation of the Initial Closing Statement and Purchaser’s calculation of the Consideration as Owner and Seller may request; provided, that, notwithstanding anything to the contrary, in the event Owner and Seller are not provided with such access and information, such thirty (30) day period shall be extended to the date that is fourteen (14) days after the date Owner and Seller receive such access and information. At or prior to the end of such thirty (30) day period (as may be extended), Owner and Seller shall either: (i) deliver a notice to Purchaser confirming that no adjustments are needed to Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Owner and Seller disagree with Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Disagreement”), and specifying in reasonable detail the nature of such disagreement and the adjustments that, in their view, should be made to the calculation of the Consideration or any of its components, as applicable, in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, however, that if Owner and Seller fail to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period (as may be adjusted), then the calculation of the Consideration as set forth in the Initial Closing Statement shall be final and binding on the Parties as the “Final Consideration.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) days after Purchaser’s receipt of the Notice of Disagreement, notify Owner and Seller whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Owner, Seller and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Owner and Seller of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed accounting firm with no material relationships with Owner, Seller, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”). Each Party shall submit to the Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Owner and Seller, and shall make available to the Accounting Firm all information in such person’s possession as the Accounting Firm may request. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of GAAP, consistently applied. The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (i) make any determination other than as set forth above, (ii) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (iii) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments. The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(c) shall be borne equally by Purchaser and Owner. (d) If the Final Consideration is less than the Estimated Consideration, then Owner and Seller shall pay to Purchaser an amount of Purchaser Common Stock equal to the Share Conversion Price divided by the amount of such difference; provided, however, that Owner and Seller shall, in lieu of any fractional share of Purchaser Common Stock, pay an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) such fractional amount and (ii) the Share Conversion Price. If the Final Consideration is greater than the Estimated Consideration, then Purchaser shall pay to Owner and Seller, subject to Section 2.4, an amount of Purchaser Common Stock equal to the Share Conversion Price divided by the amount of such difference. In either case, such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3. (e) The Parties shall treat any payments made pursuant to this Section 2.3 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law.

Determination of Final Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Owner and Seller Sellers (i) an unaudited balance sheet for each of the Company as of the Closing Date and (ii) a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Consideration, including each of its components. (b) Owner and Seller Sellers shall be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date they Sellers receive the Initial Closing Statement. Prior to the end of such thirty (30) day period, Purchaser shall permit Owner, Seller and their respective Representatives to have full access to the books and records of the Companies and to such historical financial information relating to the preparation of the Initial Closing Statement and Purchaser’s calculation of the Consideration as Owner and Seller may request; provided, that, notwithstanding anything to the contrary, in the event Owner and Seller are not provided with such access and information, such thirty (30) day period shall be extended to the date that is fourteen (14) days after the date Owner and Seller receive such access and information. At or prior to the end of such thirty (30) day period (as may be extended)period, Owner and Seller Sellers shall either: (i) deliver a notice to Purchaser confirming that no adjustments are needed to Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Owner and Seller Sellers disagree with Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Disagreement”), and specifying in reasonable detail the nature of such disagreement and the adjustments that, in their Sellers’ view, should be made to the calculation of the Consideration or any of its components, as applicable, in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, however, that if Owner and Seller Sellers fail to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period (as may be adjusted)period, then the calculation of the Consideration as set forth in the Initial Closing Statement shall be final and binding on the Parties as the “Final Consideration.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) days after Purchaser’s receipt of the Notice of Disagreement, notify Owner and Seller Sellers whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Owner, Seller Sellers and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Owner and Seller Sellers of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed accounting firm with no material relationships with Owner, SellerSellers, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”). Each Party shall submit to the Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Owner and SellerSellers, and shall make available to the Accounting Firm all information in such person’s possession as the Accounting Firm may request. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of GAAP, consistently applied. The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (i) make any determination other than as set forth above, (ii) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (iii) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments. The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(c) shall be borne equally by Purchaser and OwnerSellers. (d) If the Final Consideration is less than the Estimated Consideration, then Owner and Seller Sellers shall pay to Purchaser an amount Purchaser, by wire transfer of Purchaser Common Stock equal immediately available funds to the Share Conversion Price divided by the amount of such difference; providedaccount Purchaser designates in writing to Sellers, however, that Owner and Seller shall, in lieu of any fractional share of Purchaser Common Stock, pay an amount in cash, without interest, rounded to the nearest cent, cash equal to the product of (i) such fractional amount and (ii) the Share Conversion Pricedifference. If the Final Consideration is greater than the Estimated Consideration, then Purchaser shall pay to Owner and Sellers, by wire transfer of immediately available funds to the accounts designated by each Seller, subject to Section 2.4respectively, an amount of Purchaser Common Stock in cash equal to the Share Conversion Price divided by the amount of such differenceshortfall (with one-half going to each Seller). In either case, such Such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3. (e) The Parties shall treat any payments made pursuant to this Section 2.3 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law. (f) In the event that a Section 338(h)(10) Election is made, the Parties agree to allocate the Consideration for tax purposes as provided in Section 6.1(g).

Determination of Final Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Owner and Seller (i) an unaudited balance sheet for each of the Company as of the Closing Date and (ii) a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Consideration, including each of its components. (b) Owner and Seller shall be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date they receive Seller receives the Initial Closing Statement. Prior to the end ; provided that such period of such thirty (30) day period, Purchaser shall permit Owner, Seller and their respective Representatives to have full access to the books and records of the Companies and to such historical financial information relating to the preparation of the Initial Closing Statement and Purchaser’s calculation of the Consideration as Owner and Seller may request; provided, that, notwithstanding anything to the contrary, in the event Owner and Seller are not provided with such access and information, such thirty (30) day period time shall be tolled and extended to the date that is fourteen (14) days after the date Owner and Seller receive such access and informationaccount for any delay or failure by Purchaser of its obligations under Section 2.2 or Section 2.3(a). At or prior to the end of such thirty (30) day period (as may be extended)period, Owner and Seller shall either: (i) deliver a notice to Purchaser confirming that no adjustments are needed to Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Owner and Seller disagree disagrees with Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Disagreement”), and specifying in reasonable detail the nature of such disagreement and the adjustments that, in their Seller’s view, should be made to the calculation of the Consideration or any of its components, as applicable, in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, however, that if Owner and Seller fail fails to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period (as may be adjusted)period, then the calculation of the Consideration as set forth in the Initial Closing Statement shall be final and binding on the Parties as the “Final Consideration.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) days after Purchaser’s receipt of the Notice of Disagreement, notify Owner and Seller whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Owner, Seller and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Owner and Seller of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed accounting firm with no material relationships with Owner, Seller, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”). Each Party shall submit to the Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Owner and Seller, and shall make available to the Accounting Firm all information in such person’s possession as the Accounting Firm may reasonably request. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of GAAP, consistently applied. The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (i) make any determination other than as set forth above, (ii) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (iii) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments. The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(c) shall be borne equally by Purchaser and OwnerSeller. (d) If the Final Consideration is less than the Estimated Consideration, then Owner and Seller shall pay to Purchaser an amount of Purchaser, Purchaser Common Stock equal to the Share Conversion Price divided by the amount of such difference; provided, however, that Owner and that, Seller shall, in lieu of any fractional share of Purchaser Common Stock, pay an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) such fractional amount and (ii) the Share Conversion Price. If the Final Consideration is greater than the Estimated Consideration, then Purchaser shall pay to Owner and Seller, subject to Section 2.42.7(d), an amount of Purchaser Common Stock equal to (valued at the Share Conversion Price divided by the amount of Price) equal to such difference. In either case, such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3. (e) The Parties shall treat any payments made pursuant to this Section 2.3 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law.

Determination of Final Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Owner and Seller Sellers (i) an unaudited balance sheet for each of the Company as of the Closing Date and (ii) a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Consideration, including each of its components. (b) Owner and Seller Sellers shall be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date they receive Sellers receives the Initial Closing Statement. Prior to the end of such thirty (30) day period, Purchaser shall permit Owner, Seller and their respective Representatives to have full access to the books and records of the Companies and to such historical financial information relating to the preparation of the Initial Closing Statement and Purchaser’s calculation of the Consideration as Owner and Seller may request; provided, that, notwithstanding anything to the contrary, in the event Owner and Seller are not provided with such access and information, such thirty (30) day period shall be extended to the date that is fourteen (14) days after the date Owner and Seller receive such access and information. At or prior to the end of such thirty (30) day period (as may be extended)period, Owner and Seller Sellers shall either: (i) deliver a notice to Purchaser confirming that no adjustments are needed to Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Owner and Seller Sellers disagree with Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Disagreement”), and specifying in reasonable detail the nature of such disagreement and the adjustments that, in their Sellers’ view, should be made to the calculation of the Consideration or any of its components, as applicable, in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, however, that if Owner and Seller Sellers fail to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period (as may be adjusted)period, then the calculation of the Consideration as set forth in the Initial Closing Statement shall be final and binding on the Parties as the “Final Consideration.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) days after Purchaser’s receipt of the Notice of Disagreement, notify Owner and Seller Sellers whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Owner, Seller Sellers and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Owner and Seller Sellers of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed accounting firm with no material relationships with Owner, SellerSellers, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”). Each Party shall submit to the Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Owner and SellerSellers, and shall make available to the Accounting Firm all information in such personPerson’s possession as the Accounting Firm may request. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of the Modified GAAP, consistently applied. The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (i) make any determination other than as set forth above, (ii) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (iii) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments. The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(c) shall be borne equally by Purchaser and OwnerSellers. (d) If the Final Consideration is less than the Estimated Consideration, then Owner and Seller Sellers shall pay to Purchaser an amount Purchaser, by wire transfer of Purchaser Common Stock equal immediately available funds to the Share Conversion Price divided by the amount of such difference; providedaccount Purchaser designates in writing to Sellers, however, that Owner and Seller shall, in lieu of any fractional share of Purchaser Common Stock, pay an amount in cash, without interest, rounded to the nearest cent, cash equal to the product of (i) such fractional amount and (ii) the Share Conversion Pricedifference. If the Final Consideration is greater more than the Estimated Consideration, then Purchaser shall pay to Owner and Sellers, by wire transfer of immediately available funds to the accounts designated by each Seller, subject to Section 2.4respectively, an amount of Purchaser Common Stock in cash equal to such shortfall (with one-half going to each Seller); provided, however, that to the Share Conversion Price divided by extent either (i) the Target Closing Date Indebtedness exceeds the Closing Date Indebtedness and/or (ii) the Closing Date Cash exceeds the Target Closing Date Cash, in no event will the Final Consideration take into account either (i) the amount of such differenceby which the Target Closing Date Indebtedness exceeds the Closing Date Indebtedness and/or (ii) the amount by which the Closing Date Cash exceeds the Target Closing Date Cash. In either case, such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3. (e) The Parties shall treat any payments made pursuant to this Section 2.3 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law. (f) In the event that a Section 338(h)(10) Election is made, the Parties agree to allocate the Consideration for tax purposes as provided in Section 6.1(g).

Determination of Final Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Owner and Seller Sellers (i) an unaudited balance sheet for each of the Company as of the Closing Date and (ii) a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Consideration, including each of its components. (b) Owner and Seller Sellers shall be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date they Sellers receive the Initial Closing Statement. Prior to the end of such thirty (30) day period, Purchaser shall permit Owner, Seller and their respective Representatives to have full access to the books and records of the Companies and to such historical financial information relating to the preparation of the Initial Closing Statement and Purchaser’s calculation of the Consideration as Owner and Seller may request; provided, that, notwithstanding anything to the contrary, in the event Owner and Seller are not provided with such access and information, such thirty (30) day period shall be extended to the date that is fourteen (14) days after the date Owner and Seller receive such access and information. At or prior to the end of such thirty (30) day period (as may be extended)period, Owner and Seller Sellers shall either: (i) deliver a notice to Purchaser confirming that no adjustments are needed to Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Owner and Seller Sellers disagree with Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Disagreement”), and specifying in reasonable detail the nature of such disagreement and the adjustments that, in their Sellers’ view, should be made to the calculation of the Consideration or any of its components, as applicable, in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, however, that if Owner and Seller Sellers fail to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period (as may be adjusted)period, then the calculation of the Consideration as set forth in the Initial Closing Statement shall be final and binding on the Parties as the “Final Consideration.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) days after Purchaser’s receipt of the Notice of Disagreement, notify Owner and Seller Sellers whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Owner, Seller Sellers and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Owner and Seller Sellers of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed accounting firm with no material relationships with Owner, SellerSellers, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”). Each Party shall submit to the Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Owner and SellerSellers, and shall make available to the Accounting Firm all information in such person’s possession as the Accounting Firm may request. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of GAAP, consistently applied. The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (i) make any determination other than as set forth above, (ii) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (iii) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments. The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(c) shall be borne equally by Purchaser and OwnerSellers. (d) If the Final Consideration is less than the Estimated Consideration, then Owner and Seller Sellers shall pay to Purchaser Purchaser, an amount of Purchaser Common Stock (assuming an IPO Share Price of $15.00 per share) equal to the Share Conversion Price divided by the amount of such difference; provided, however, that Owner and Seller Sellers shall, in lieu of any fractional share of Purchaser Common Stock, pay an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) such fractional amount and (ii) the Share Conversion Price$15.00. If the Final Consideration is greater than the Estimated Consideration, then Purchaser shall pay to Owner and SellerSellers, subject to Section 2.42.6(d), an amount of Purchaser Common Stock equal to (assuming an the IPO Share Conversion Price divided by the of $15.00 per share) an amount of such differencePurchaser Common Stock. In either case, such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3. (e) The Parties shall treat any payments made pursuant to this Section 2.3 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law.

Determination of Final Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Owner and Seller Sellers (i) an unaudited balance sheet for each of the Company as of the Closing Date and (ii) a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Consideration, including each of its components. (b) Owner and Seller Sellers shall be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date they receive Sellers receives the Initial Closing Statement. Prior to the end of such thirty (30) day period, Purchaser shall permit Owner, Seller and their respective Representatives to have full access to the books and records of the Companies and to such historical financial information relating to the preparation of the Initial Closing Statement and Purchaser’s calculation of the Consideration as Owner and Seller may request; provided, that, notwithstanding anything to the contrary, in the event Owner and Seller are not provided with such access and information, such thirty (30) day period shall be extended to the date that is fourteen (14) days after the date Owner and Seller receive such access and information. At or prior to the end of such thirty (30) day period (as may be extended)period, Owner and Seller Sellers shall either: (i) deliver a notice to Purchaser confirming that no adjustments are needed to Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Owner and Seller Sellers disagree with Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Disagreement”), and specifying in reasonable detail the nature of such disagreement and the adjustments that, in their Sellers’ view, should be made to the calculation of the Consideration or any of its components, as applicable, in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, however, that if Owner and Seller Sellers fail to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period (as may be adjusted)period, then the calculation of the Consideration as set forth in the Initial Closing Statement shall be final and binding on the Parties as the “Final Consideration.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) days after Purchaser’s receipt of the Notice of Disagreement, notify Owner and Seller Sellers whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Owner, Seller Sellers and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Owner and Seller Sellers of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed accounting firm with no material relationships with Owner, SellerSellers, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”). Each Party shall submit to the Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Owner and SellerSellers, and shall make available to the Accounting Firm all information in such personPerson’s possession as the Accounting Firm may request. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of the Modified GAAP, consistently applied. The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (i) make any determination other than as set forth above, (ii) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (iii) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments. The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(c) shall be borne equally by Purchaser and OwnerSellers. (d) If the Final Consideration is less than the Estimated Consideration, then Owner and Seller Sellers shall pay to Purchaser Purchaser, an amount of Purchaser Common Stock equal to (valued at the Share Conversion Price divided by the amount of Price) equal to such difference; provided, however, that Owner and Seller Sellers shall, in lieu of any fractional share of Purchaser Common Stock, pay an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) such fractional amount and (ii) the Share Conversion Price. If the Final Consideration is greater than the Estimated Consideration, then Purchaser shall pay to Owner and SellerSellers, subject to Section 2.4, an amount of Purchaser Common Stock equal to (valued at the Share Conversion Price divided by the amount of Price) equal to such difference. In either case, such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3. (e) The Parties shall treat any payments made pursuant to this Section 2.3 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law.

Determination of Final Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Owner and Seller (i) an unaudited balance sheet for each of the Company as of the Closing Date and (ii) a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Consideration, including each of its components. (b) Owner and Seller shall be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date they receive Owner receives the Initial Closing Statement. Prior to the end of such thirty (30) day period, Purchaser shall permit Owner, Seller Owner and their respective its Representatives to have full access to the books and records of the Companies Company and to such historical financial information relating to the preparation of the Initial Closing Statement and Purchaser’s calculation of the Consideration as Owner and Seller may request; provided, that, notwithstanding anything to the contrary, in the event Owner and Seller are is not provided with such access and information, such thirty (30) day period shall be extended to the date that is fourteen (14) days after the date Owner and Seller receive receives such access and information. At or prior to the end of such thirty (30) day period (as may be extended), Owner and Seller shall either: (i) deliver a notice to Purchaser confirming that no adjustments are needed to Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Owner and Seller disagree disagrees with Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Disagreement”), and specifying in reasonable detail the nature of such disagreement and the adjustments that, in their Owner’s view, should be made to the calculation of the Consideration or any of its components, as applicable, in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, however, that if Owner and Seller fail fails to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period (as may be adjusted), then the calculation of the Consideration as set forth in the Initial Closing Statement shall be final and binding on the Parties as the “Final Consideration.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) days after Purchaser’s receipt of the Notice of Disagreement, notify Owner and Seller whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Owner, Seller Owner and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Owner and Seller of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed accounting firm with no material relationships with Owner, Seller, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”). Each Party shall submit to the Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Owner and SellerOwner, and shall make available to the Accounting Firm all information in such person’s possession as the Accounting Firm may request. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of GAAP, consistently applied. The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (i) make any determination other than as set forth above, (ii) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (iii) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments. The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(c) shall be borne equally by Purchaser and Owner. (d) If the Final Consideration is less than the Estimated Consideration, then Owner and Seller shall pay to Purchaser an amount Purchaser, by wire transfer of Purchaser Common Stock equal immediately available funds to the Share Conversion Price divided by the amount of such difference; providedaccount Purchaser designates in writing to Owner, however, that Owner and Seller shall, in lieu of any fractional share of Purchaser Common Stock, pay an amount in cash, without interest, rounded to the nearest cent, cash equal to the product of (i) such fractional amount and (ii) the Share Conversion Price. If the Final Consideration is greater than the Estimated Consideration, then Purchaser shall pay to Owner and Seller, subject to Section 2.4, an amount of Purchaser Common Stock equal to the Share Conversion Price divided by the amount of such difference. In either case, such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3. (e) The Parties shall treat any payments made pursuant to this Section 2.3 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law.

Determination of Final Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Owner and Seller (i) an unaudited balance sheet for each of the Company as of the Closing Date and (ii) a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Consideration, including each of its components. (b) Owner and Seller shall be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date they receive Seller receives the Initial Closing Statement. Prior to the end ; provided that such period of such thirty (30) day period, Purchaser shall permit Owner, Seller and their respective Representatives to have full access to the books and records of the Companies and to such historical financial information relating to the preparation of the Initial Closing Statement and Purchaser’s calculation of the Consideration as Owner and Seller may request; provided, that, notwithstanding anything to the contrary, in the event Owner and Seller are not provided with such access and information, such thirty (30) day period time shall be tolled and extended to the date that is fourteen (14) days after the date Owner and Seller receive such access and informationaccount for any delay or failure by Purchaser of its obligations under Section 2.2 or Section 2.3(a). At or prior to the end of such thirty (30) day period (as may be extended)period, Owner and Seller shall either: (i) deliver a notice to Purchaser confirming that no adjustments are needed to Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Owner and Seller disagree disagrees with Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Disagreement”), and specifying in reasonable detail the nature of such disagreement and the adjustments that, in their Seller’s view, should be made to the calculation of the Consideration or any of its components, as applicable, in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, however, that if Owner and Seller fail fails to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period (as may be adjusted)period, then the calculation of the Consideration as set forth in the Initial Closing Statement shall be final and binding on the Parties as the “Final Consideration.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) days after Purchaser’s receipt of the Notice of Disagreement, notify Owner and Seller whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Owner, Seller and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Owner and Seller of its rejection of any Proposed Adjustments, then the Unresolved Adjustments shall be submitted to a mutually agreed accounting firm with no material relationships with Owner, Seller, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”). Each Party shall submit to the Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Owner and Seller, and shall make available to the Accounting Firm all information in such person’s possession as the Accounting Firm may reasonably request. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of GAAP, consistently applied. The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (i) make any determination other than as set forth above, (ii) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in their submissions to the Accounting Firm, or (iii) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments. The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(c) shall be borne equally by Purchaser and OwnerSeller. (d) If the Final Consideration is less than the Estimated Consideration, then Owner and Seller shall pay to Purchaser, by wire transfer of immediately available funds to the account Purchaser designates in writing to Seller, an amount of Purchaser Common Stock in cash equal to such difference; provided that to the Share Conversion Price divided by extent such difference arises out of a difference in the amount of Excess Closing Cash and a shortfall in the Specific Litigation Escrow Fund, the amount of such difference; provided, however, that Owner and Seller shall, in lieu of any fractional share of Purchaser Common Stock, pay an amount in cash, without interest, rounded to difference shall be deposited into the nearest cent, equal to the product of (i) such fractional amount and (ii) the Share Conversion PriceSpecific Litigation Escrow Account. If the Final Consideration is greater than the Estimated Consideration, then Purchaser shall pay to Owner and Seller, subject by wire transfer of immediately available funds to Section 2.4the account Seller designates in writing to Purchaser, an amount of Purchaser Common Stock in cash equal to such difference; provided that to the Share Conversion Price divided by extent such difference arises out of a difference in the amount of Excess Closing Cash and a shortful in the Specific Litigation Escrow Fund, the amount of such differencedifference shall be deposited into the Specific Litigation Escrow Account. In either case, such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3, in cash by wire transfer of immediately available funds to such bank account(s) as will be designated in writing by the recipient(s) at least two (2) Business Days prior to the applicable payment date. For avoidance of doubt, the provisions of this Section 2.3(d) shall not affect the calculation of the amount of the Consideration, which shall be governed solely by Section 2.1. (e) The Parties shall treat any payments made pursuant to this Section 2.3 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law. (f) In the event that a Section 338(h)(10) Election is made, the Parties agree to allocate the Consideration for tax purposes as provided in Section 6.1(h).

Determination of Final Consideration. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Owner and Seller the Shareholders Representative (i) an unaudited balance sheet for each of the Company as of the Closing Date and (ii) a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Consideration, including each of its components, consistent with the methodology used to determine the Estimated Consideration. (b) Owner and Seller The Shareholders Representative shall be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date they receive the Shareholders Representative receives the Initial Closing Statement. Prior to the end of such thirty (30) day period, Purchaser shall permit Owner, Seller and their respective Representatives to have full access to the books and records of the Companies and to such historical financial information relating to the preparation of the Initial Closing Statement and Purchaser’s calculation of the Consideration as Owner and Seller may request; provided, that, notwithstanding anything to the contrary, in the event Owner and Seller are not provided with such access and information, such thirty (30) day period shall be extended to the date that is fourteen (14) days after the date Owner and Seller receive such access and information. At or prior to the end of such thirty (30) day period (as may be extended)period, Owner and Seller the Shareholders Representative shall either: (i) deliver a notice to Purchaser confirming that no adjustments are needed to PurchaserAcquiror’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Owner and Seller disagree the Shareholders Representative disagrees with Purchaser’s calculation of the Consideration or any of its components, as set forth on the Initial Closing Statement (a “Notice of Disagreement”), and specifying in reasonable detail the nature of such disagreement and the adjustments that, in their the Shareholders Representative’s view, should be made to the calculation of the Consideration or any of its components, as applicable, in order to comply with this Agreement (collectively, the “Proposed Adjustments”); provided, however, that if Owner and Seller fail the Shareholders Representative fails to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period (as may be adjusted)period, then the calculation of the Consideration as set forth in the Initial Closing Statement shall be final and binding on the Parties as the “Final Consideration.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) days after Purchaser’s receipt of the Notice of Disagreement, notify Owner and Seller the Shareholders Representative whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Owner, Seller the Shareholders Representative and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within thirty (30) days after Purchaser’s notice to Owner and Seller the Shareholders Representative of its rejection of any Proposed AdjustmentsAdjustments then, then the Unresolved Adjustments shall be submitted to a mutually agreed accounting firm with no material relationships with Owner, Sellerthe Shareholders Representative, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar purchase price adjustment disputes (the “Accounting Firm”). The Parties acknowledge and agree that the purpose of determining the Final Consideration and any related adjustment is to “true-up” differences between the Estimated Consideration and the Final Consideration amount, and that the methodology set forth on Schedule 2.2 to this Agreement shall be used both for the calculation of such estimated and actual amounts; accordingly, such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies from those specified in this Agreement for the purpose of determining the Final Consideration. Each Party shall submit to the Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Owner and Sellerthe Shareholders Representative, and shall make available to the Accounting Firm all information in such personPerson’s possession as the Accounting Firm may request. The scope of the review by the Accounting Firm shall be limited to a disposition of the Unresolved Adjustments through a strict application of GAAPconsistent with, consistently appliedand including the same line items, classifications, and methodologies set forth in the example on Schedule 2.2. The Accounting Firm shall not be entitled to, and the Parties shall not individually request the Accounting Firm to, (iA) make any determination other than as set forth above, (iiB) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties (in the Initial Closing Statement and Notice of Disagreement) in their submissions to the Accounting Firm, or (iiiC) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm shall be instructed to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Adjustments. The determination of the Consideration by the Accounting Firm shall, absent manifest error, be final and binding on the Parties as the Final Consideration, and judgment may be entered upon such determination in any court of competent jurisdiction. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(c) shall be borne equally by Purchaser Purchaser, on the one hand, and Ownerthe Shareholders (severally in accordance with their Pro-Rata Percentages), on the other hand. (d) If At such time as the Final Consideration is less than the Estimated Consideration, then Owner and Seller shall pay to Purchaser an amount of Purchaser Common Stock equal to the Share Conversion Price divided by the amount of such difference; provided, however, that Owner and Seller shall, in lieu of any fractional share of Purchaser Common Stock, pay an amount in cash, without interest, rounded to the nearest cent, equal to the product of finally determined: (i) such fractional amount and (ii) the Share Conversion Price. If the Final Consideration is greater than the Estimated Consideration, then the Purchaser shall pay or cause to Owner and Seller, subject to Section 2.4, an amount of Purchaser Common Stock equal be paid to the Share Conversion Price divided Shareholders Representative for further distribution to the Shareholders, the amount by which the Final Consideration exceeds the Estimated Consideration by wire transfer of immediately available funds to an account specified by the Shareholders Representative in writing for further distribution to the Shareholders; provided, however, that in no event will the Final Consideration take into account the amount by which the Target Closing Date Indebtedness exceeds the Closing Date Indebtedness; (ii) If the Final Consideration is less than the Estimated Consideration (a “Closing Consideration Deficit”), the Shareholders Representative, shall cause to be paid to Purchaser via disbursement from the Expense Fund the amount of such differenceClosing Consideration Deficit; provided, that if the Expense Fund balance is insufficient to pay the entire amount of such Closing Consideration Deficit, the Shareholders, on a several basis in accordance with their Pro-Rata Percentages, shall pay to Purchaser the amount by which the Closing Consideration Deficit exceeds disbursements from the Expense Fund by wire transfer of immediately available funds to the account designated in writing by Purchaser. In either case, such Such payment shall be made within five (5) Business Days after the date on which the Final Consideration becomes final and binding pursuant to this Section 2.3. . Purchaser shall have no right to make any claim against the Shareholders Representative or the Shareholders in respect of the determination of the Final Consideration (eother than with respect to payment of any Closing Consideration Deficit) and, without limiting the generality of the foregoing, no adjustment to the Final Consideration pursuant to this Section 2.3 shall be considered a breach of any representation, warranty or other provision of this Agreement by the Shareholders. The Parties shall treat any payments made pursuant to this Section 2.3 as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law. (iii) If the Final Consideration is equal to the Estimated Consideration, no further payments shall be required under this Section 2.3(d).