Common use of Determination of Final Purchase Price Clause in Contracts

Determination of Final Purchase Price. (a) Not later than ninety (90) days following the Closing Date, Purchaser shall furnish to the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (d) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety seventy-five (9075) days following after the Closing Date, Purchaser shall furnish prepare and deliver to the Seller (i) audited statements Sellers’ Representative proposed calculations of the Book Value amounts of Closing Working Capital, the Acquired Assets Closing Net Working Capital Adjustment, if any, Closing Indebtedness, Closing Cash and Balance Sheet LiabilitiesSeller Expenses, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) together with a calculation of Final the Purchase Price and based thereon (which calculations shall collectively be referred to herein as the “Proposed Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(dDate Calculations”), based on the data contained in such Closing Balance Sheet. The fees and expenses Sellers’ Representative shall reasonably cooperate in the preparation of KPMG in carrying out the work called for by this Section 3.3 shall be borne Proposed Closing Date Calculations to the extent requested by Purchaser. The Proposed Closing Balance Sheet Date Calculations shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c2.3(e), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that . (A) affect or are related If the Sellers’ Representative does not give written notice of any dispute setting forth in reasonable detail those items that the Sellers’ Representative disputes (a “Purchase Price Dispute Notice”) to Purchaser within forty-five (45) days of receiving the Acquired Assets or Proposed Closing Date Calculations, Purchaser and the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as Sellers agree that the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves Proposed Closing Date Calculations shall be determined in accordance with GAAP. The deemed to set forth the final, binding and conclusive Closing Balance Sheet shall be accompanied by a schedule showing the differenceWorking Capital, Closing Net Working Capital Adjustment, if any, between the Estimated Purchase Price Closing Indebtedness, Seller Expenses, Closing Cash and the Final Purchase Price, as determined from in each case, for purposes of determining the Closing Balance Sheet and Adjustment Amount. Prior to the amount end of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than such forty-five (5) business days' advance 45)-day period, the Sellers’ Representative may accept the Proposed Closing Date Calculations by delivering written notice thereof and shall have to that effect to Purchaser, in which case the right Purchase Price will be finally determined when such notice is given. If the Sellers’ Representative delivers a Purchase Price Dispute Notice to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. within such forty-five (45)-day period, then Purchaser and the Seller Sellers’ Representative shall each provide access to the other to the books use commercially reasonable efforts and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objectiondispute during the thirty (30)-day period commencing on the date Purchaser receives the Purchase Price Dispute Notice from the Sellers’ Representative. The Parties acknowledge and agree that the Federal Rules of Evidence Rule 408 (and any applicable similar state rule) shall apply to Purchaser and the Sellers’ Representative during such thirty (30)-day period of negotiations and any subsequent dispute arising therefrom. Any item set forth in the Proposed Closing Date Calculations and not objected to in the Purchase Price Dispute Notice shall be final and binding on the Parties. If the Sellers’ Representative and Purchaser resolve the dispute in accordance with the foregoing procedure, but then the final, binding and conclusive Closing Working Capital, Closing Net Working Capital Adjustment, if any, Closing Indebtedness, Seller Expenses, Closing Cash and Purchase Price shall be the Objection canamounts expressly agreed upon by them in writing. If the Sellers’ Representative and Purchaser do not agree upon a final resolution with respect to any disputed items within such thirty (30)-day period, then the remaining items in dispute shall be resolved submitted immediately to the dispute resolution group of a nationally-recognized, independent accounting firm agreed upon by negotiation between Purchaser and the parties Sellers’ Representative (such accounting firm, the “Accounting Firm”). (B) The Accounting Firm shall be requested to render a written determination of the unresolved disputed items set forth in the Purchase Price Dispute Notice (acting as an expert and not as an arbitrator) within thirty (30) days after Purchaser's receipt referral of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), matter to be submitted to Deloitte & Touche, LLP (the "such Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination MaterialsFirm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor and must be based solely on (i) the definitions and other applicable provisions of this Agreement, (ii) a single presentation (which presentations shall be final limited to the unresolved disputed items set forth in the Purchase Price Dispute Notice) submitted by each of Purchaser and the Sellers’ Representative to the Accounting Firm within twenty (20) days after the engagement thereof (which the Accounting Firm shall forward to Purchaser and Sellers’ Representative, as applicable) and (iii) one written response submitted to the Accounting Firm within five (5) Business Days after receipt of each such presentation (which the Accounting Firm shall forward to the other Purchaser and Sellers’ Representative, as applicable), and not on the Accounting Firm’s independent review, which such determination shall be conclusive and binding on Purchaser and the Sellers absent fraud or manifest error, and any Party may seek to enforce such decision in a court of competent jurisdiction. No ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings shall be conducted or allowed; provided that at the Accounting Firm’s request, or as mutually agreed by the Sellers’ Representative and Purchaser, the Sellers’ Representative and Purchaser may meet with the Accounting Firm so long as representatives of both the Sellers’ Representative and Purchaser are present. The Accounting Firm shall resolve each disputed item by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the presentations (and, if applicable, the "Arbitration Decision"responses) delivered to the Accounting Firm pursuant to this Section 2.3(c)(ii)(B). (dC) The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between the Sellers’ Representative and Purchaser, and any associated engagement fees shall be initially borne fifty percent (50%) by the Sellers and fifty percent (50%) by Purchaser; provided that such fees shall ultimately be borne as set forth below. All other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. The fees and expenses disbursements of the Accounting Arbitrator Firm shall ultimately be allocated between the Sellers, on the one hand, and Purchaser on the other, in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. The Proposed Closing Date Calculations shall be shared by revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(c)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final, binding and conclusive Closing Working Capital, Closing Net Working Capital Adjustment, if any, Closing Indebtedness, Closing Cash, Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Adjustment Amount). (iii) Purchaser in inverse proportion shall, and shall cause the Company to, make its financial records, accounting work papers, any other books and records pertinent to the amount in dispute for which each calculation of any component of the parties Purchase Price, and personnel available to the Sellers’ Representative and its accountants and other representatives at reasonable times at any time during the review by the Sellers’ Representative of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations; provided that the Sellers’ Representative executes a customary confidentiality agreement and non-reliance letter. (iv) Purchaser and the Sellers agree that the procedures set forth in this Section 2.3 for resolving disputes with respect to the Proposed Closing Date Calculations shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation to enforce any final determination of the Purchase Price pursuant to Section 2.3(c)(ii) in any court of competent jurisdiction in accordance with Section 10.15. The substance of any determination of the Accounting Firm shall not be subject to review or appeal, absent a showing of fraud or manifest error. It is successfulthe intent of the Parties to have any final determination of the Purchase Price by the Accounting Firm proceed in an expeditious manner; however, any deadline or time period contained herein may be extended or modified by the written agreement of Purchaser and Sellers’ Representative and the Parties agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Section 2.3.

Determination of Final Purchase Price. (ai) Not later than Within ninety (90) days following after the Closing Date, Purchaser Buyer shall furnish deliver to Seller a proposed good faith calculation (the Seller “Closing Statement”) of: (iA) audited statements the Net Working Capital Adjustment (the “Closing Date Net Working Capital Adjustment”), (B) the Closing Cash (the “Closing Date Cash”), (C) Excess Closing Cash (the “Excess Closing Cash Calculation”), and (D) Buyer’s calculation of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time Purchase Price (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final “Purchase Price Calculation”). The Closing Statement, and Closing Net Asset Valueeach element thereof, respectively, shall be calculated in accordance with the respective formulas therefor set forth in Section 3.1(a) Company’s standard accounting practices and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for be accompanied by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, reasonable supporting detail. (ii) be prepared in accordance with GAAP, applied consistently with During the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its immediately following Seller’s receipt of the Closing Balance Sheet Statement (the “Review Period”), Seller shall have reasonable access, during normal business hours upon reasonable notice, and in a manner so as to not interfere with the normal business operations of Seller or Buyer or any of their Affiliates, to the working papers used in connection with Buyer’s preparation of the Closing Schedule Statement. Seller may, on or prior to review the last day of the Review Period, give written notice of any disagreement with Buyer’s proposed Purchase Price Calculation or the Excess Closing Cash Calculation (a “Notice of Disagreement”) to Buyer. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of each disagreement so asserted as well as the reasonable basis thereof along with relevant supporting documentation and calculations (the “Disputed Items”). Unless Seller provides a Notice of Disagreement on or prior to the last day of the Review Period, (A) the Closing Balance Sheet and Date Net Working Capital Adjustment shall be deemed to set forth the final Net Working Capital Adjustment, (B) the Closing Schedule Date Cash shall be deemed to set forth the final Closing Cash, (C) the Excess Closing Cash Calculation shall be deemed to set for the final Excess Closing Cash and to agree or disagree as to (D) the Final Purchase Price reflected thereonCalculation shall be deemed to set forth the final Purchase Price. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedulea timely Notice of Disagreement is received by Buyer, then the Closing Statement (as revised as contemplated in clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date Buyer and Seller shallresolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Independent Auditor (as defined below); provided, within that, for purposes of clarity, any items that are not so disputed on the Notice of Disagreement shall become final and binding upon the parties on the last day of the Review Period. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any Disputed Item. If, at the end of such thirty (30) day period, deliver any Disputed Item specified in the Notice of Disagreement has not been resolved by Seller and Buyer, Seller and Buyer shall submit such Disputed Items to a written objection to Purchaser mutually agreeable independent accounting firm (the “Independent Auditor”) for review and resolution of any such Disputed Items which shall specify remain in reasonable detail dispute (including such party’s proposed resolution thereof) and which were properly included in the basis for the objection on a line item basis, Notice of Disagreement. The terms of appointment and a computation engagement of the Final Purchase Price asserted by Independent Auditor shall be as agreed upon between Seller and Buyer (it being understood that the Seller (collectively, Independent Auditor shall consider only those Disputed Items as to which there is disagreement as set forth in the "Objection"Notice of Disagreement and that the Independent Auditor shall be functioning as an expert and not as an arbitrator). Upon Purchaser's receipt The Independent Auditor shall be required to render a determination of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties applicable dispute within thirty (30) days after Purchaser's receipt referral of the ObjectionDisputed Items to the Independent Auditor, Purchaser shall cause the Closing Balance Sheetwhich determination must be in writing and must set forth, in reasonable detail, the Closing Schedulebasis therefor. In making its determination regarding such applicable dispute, the ObjectionIndependent Auditor shall select, and all work papers related thereto (collectivelywith respect to each item in dispute, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser an amount between Buyer’s position as set forth in the Closing Balance Sheet Statement and Closing Schedule Seller’s position as set forth in the Notice of Disagreement or equal to either such amount. In connection with the resolution of any dispute, the parties shall provide the Independent Auditor with access to all documents and work papers necessary to make its determination. (iii) The fees and disbursements of the Independent Auditor shall be borne by (A) Buyer in the proportion that asserted the aggregate dollar value of the Disputed Items submitted to the Independent Auditor that are unsuccessfully disputed by Buyer bears to the aggregate value of all such items so disputed and (B) by Seller in the Objection, is proportion that the more correct per line item, and notify aggregate dollar value of the parties in writing of its determination based upon Disputed Items submitted to the net amount Independent Auditor that are unsuccessfully disputed by Seller bears to the aggregate value of all line such items disputed within thirty (30) days following so submitted. The determination as to each Disputed Item as determined by agreement of Buyer and Seller or by the receipt of the Determination Materials, which determination Independent Auditor shall be final and conclusive binding on the parties hereto. The Purchase Price and Excess Closing Cash as finally determined pursuant to clauses (the "Arbitration Decision"). i) and (dii) The fees and expenses of the Accounting Arbitrator this Section 1.5(c) shall be shared by Seller referred to herein as the “Final Purchase Price” and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful“Final Excess Closing Cash,” respectively.

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable following the Closing Date (but no later than ninety (90) days following after the Closing Date), Purchaser Buyer shall furnish deliver to Seller a statement (the Seller (i“Buyer Adjustment Report”) audited statements setting forth Buyer’s good-faith calculation of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof Debt Amount and the Balance Sheet Liabilities shall be determined Closing Net Working Capital in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")reasonable detail. (b) The following procedures shall apply with respect to the review of any Buyer Adjustment Report: (i) Seller shall have a period of ninety (90) days after receipt by Seller of the Buyer Adjustment Report to review such report (the “Review Period”). During the Review Period, Buyer shall make available to Seller and Seller’s Representatives, upon reasonable advance notice, reasonable access during normal business hours to all relevant personnel, Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser Buyer and the Seller shall each provide access to the other to the Acquired Companies, books and records which are under their respective control or custody which are necessary to prepare of the Closing Balance Sheet Acquired Companies and will cause their respective accountants to provide access to work papersother items reasonably requested by Seller in connection with Seller’s review of the Buyer Adjustment Report and any dispute with respect thereto as contemplated by this Section 2.4. (cii) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with deliver to Buyer a written statement describing any objections it has to the Final Purchase Price reflected Buyer Adjustment Report (a “Notice of Disagreement”) on or before the Closing Balance Sheet or final day of the Closing ScheduleReview Period, then the Seller shall, within shall be deemed to have irrevocably accepted such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basisBuyer Adjustment Report, and a computation such Buyer Adjustment Report shall be deemed to be the “Final Adjustment Report” for purposes of the Final Purchase Price asserted payment (if any) contemplated by the Seller (collectively, the "Objection"Section 2.4(c). Upon Purchaser's receipt If Seller delivers to Buyer a Notice of such ObjectionDisagreement on or before the final day of the Review Period, Purchaser then Buyer and the Seller shall negotiate attempt to resolve in good faith to resolve the Objection, but if matters contained in the Objection cannot be resolved by negotiation between the parties Notice of Disagreement within thirty (30) days after Purchaser's Buyer’s receipt of the ObjectionNotice of Disagreement (the “Resolution Period”). If Buyer and Seller reach a resolution with respect to such matters on or before the final day of the Resolution Period, Purchaser then the Buyer Adjustment Report, as modified by such resolution, shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), be deemed to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which “Final Adjustment Report” for purposes of the positions asserted, either that asserted payment (if any) contemplated by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Section 2.4(c). If Seller in the Objection, is the more correct per line item, and notify the parties notifies Buyer in writing of its acceptance of the Buyer Adjustment Report, then such Buyer Adjustment Report shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c). (iii) If such a resolution is not reached on or before the final day of the Resolution Period, then Buyer and Seller shall promptly (and in any event no later than five (5) Business Days after the last day of the Resolution Period) retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Notice of Disagreement (the “Disputed Items”) to the Accounting Firm for resolution (acting as an expert and not an arbitrator) in accordance with this Section 2.4(b)(iii). The Accounting Firm will be instructed to (A) make a final determination based upon the net amount of all line items disputed on an expedited basis (and in any event within thirty (30) days following the receipt after submission of the Determination MaterialsDisputed Items) with respect to each of the Disputed Items (and only the Disputed Items) that is within the range of the respective positions taken by each of Buyer and Seller and (B) prepare and deliver to Buyer and Seller a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Disputed Item (the “Accounting Firm’s Report”). During the ten (10) days after submission of the Disputed Items to the Accounting Firm, which each of Buyer and Seller may provide the Accounting Firm with a definitive statement in writing of its positions with respect to the Disputed Items (and only the Disputed Items). The Accounting Firm will be provided, upon reasonable advance notice, with reasonable access to the books and records of the Acquired Companies, the Excluded Subsidiaries and Seller for purposes of making its final determination with respect to the Disputed Items, and Buyer, Seller and the Acquired Companies shall otherwise reasonably cooperate with the Accounting Firm in connection therewith. Each of Buyer and Seller agrees that (1) the Buyer Adjustment Report, as modified by any changes thereto in accordance with the Accounting Firm’s Report, shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c), (2) the procedures set forth in this Section 2.4 shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report and (3) the Accounting Firm’s determination under this Section 2.4(b)(iii) shall be final and conclusive (binding on the "Arbitration Decision")Parties and the decision rendered pursuant to this Section 2.4(b) may be entered as a judgment in any court of competent jurisdiction or Arbitral Tribunal. Closing Net Debt Amount as set forth in the Final Adjustment Report shall be deemed to be the “Final Net Debt Amount”. Closing Net Working Capital as set forth in the Final Adjustment Report shall be deemed to be the “Final Working Capital”. (div) The Each of Buyer and Seller shall (A) pay its own respective costs and expenses incurred in connection with this Section 2.4 and (B) be responsible for the fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser Firm in inverse the same proportion that the aggregate amount of the disputed items so submitted to the Accounting Firm that are unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total amount of the disputed item so submitted. (c) Within two (2) Business Days after the determination of the Final Adjustment Report in accordance with this Section 2.4 (including by failure to timely deliver a Notice of Disagreement): (i) if the Adjustment Amount is a positive number (such amount, the “Increase Amount”), Buyer shall pay or cause to be paid to Seller an amount in dispute for which each cash equal to the Increase Amount by wire transfer of immediately available funds to the parties account designated in writing by Seller; and (ii) if the Adjustment Amount is successfula negative number (the absolute value of such amount, the “Deficit Amount”), Seller shall pay or cause to be paid to Buyer an amount in cash equal to the Deficit Amount by wire transfer of immediately available funds to an account designated in writing by Buyer.

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable following the Closing Date (but no later than ninety (90) days following after the Closing Date), Purchaser Buyer shall furnish deliver to Seller a statement (the Seller “Buyer Adjustment Report”) setting forth in reasonable detail Buyer’s good-faith calculation of (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, Net Working Capital as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of SellerClosing, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value Cash as of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c)Closing, and (iii) reflect adequate reserves the Indebtedness as of the Closing and (iv) the Transaction Expenses as of the Closing, in each case including reasonably detailed calculations of the components thereof and prepared in a manner consistent with the definitions thereof. If Buyer fails to timely deliver the Buyer Adjustment Report, then the Closing Date Report shall be deemed to be the Buyer Adjustment Report delivered to Seller hereunder and deemed to have been delivered on such ninetieth (90th) day (and for all known liabilities and reasonably anticipated losses the avoidance of doubt, Seller may deliver a Notice of Disagreement with respect to the extent required by GAAP Closing Date Report that (A) affect is deemed to be the Buyer Adjustment Report). In connection with the preparation or are related review of, or resolution of any disputes with respect to, the Buyer Adjustment Report, each of Buyer and Seller shall make available to the Acquired Assets or the Assumed Liabilitiesother Party and its Representatives reasonable access during normal business hours to all relevant personnel, Representatives, books and records, and (B) are determined other items reasonably requested by the other Party in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")connection therewith. (b) Representatives The following procedures shall apply with respect to the review of the Buyer Adjustment Report: (i) Seller shall receive not less than have a period of forty-five (545) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory days after receipt by Seller of the Inventory. Purchaser and Buyer Adjustment Report to review such report (the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers“Review Period”). (cii) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with deliver to Buyer a written statement describing any objections Seller has to the Final Purchase Price reflected Buyer Adjustment Report (a “Notice of Disagreement”) on or before the Closing Balance Sheet or final day of the Closing ScheduleReview Period, then the Seller shall, within shall be deemed to have irrevocably accepted such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basisBuyer Adjustment Report, and such Buyer Adjustment Report shall be deemed to be the “Final Adjustment Report” for purposes of this Agreement and the payment (if any) contemplated by Section 2.4(c). If Seller delivers to Buyer a computation Notice of Disagreement on or before the final day of the Final Purchase Price asserted by the Seller (collectivelyReview Period, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser then Buyer and the Seller shall negotiate attempt to resolve in good faith to resolve the Objection, but if matters contained in the Objection cannot be resolved by negotiation between the parties Notice of Disagreement within thirty (30) days after Purchaser's Buyer’s receipt of the ObjectionNotice of Disagreement (the “Resolution Period”). If Buyer and Seller reach a resolution with respect to such matters on or before the final day of the Resolution Period, Purchaser shall cause then the Buyer Adjustment Report, as modified by such resolution and supplemented by the items that were not disputed from the Closing Balance SheetDate Report, shall be deemed to be the “Final Adjustment Report” for purposes of this Agreement and the payment (if any) contemplated by Section 2.4(c). (iii) If such a resolution is not reached on or before the final day of the Resolution Period, then Buyer and Seller shall promptly retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Notice of Disagreement to the Accounting Firm for resolution in accordance with this Section 2.4(b)(iii) (any such items submitted to the Accounting Firm, the Closing Schedule, “Submitted Items”).Any item that is not a Submitted Item shall be deemed final and binding on the Objection, and all work papers related thereto Parties. The Accounting Firm will be instructed to (collectively, A) make a final determination that is within the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which range of the respective positions asserted, either that asserted taken by Purchaser each of Buyer and Seller on an expedited basis (and in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed any event within thirty (30) days following the receipt after submission of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (dSubmitted Items) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion with respect to the amount in dispute for which each of the parties Submitted Items (and only the Submitted Items) based solely on the Closing Date Report, Buyer Adjustment Report, the Notice of Disagreement and any statements provided to the Accounting Firm in accordance with Section 2.4(b)(ii) and (B) prepare and deliver to Buyer and Seller a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Submitted Item (the “Accounting Firm’s Report”). In making its determination, the Accounting Firm shall act as an expert, and not as an arbitrator. During the ten (10) Business Days after submission of the Submitted Items to the Accounting Firm, each of Buyer and Seller may provide the Accounting Firm with a definitive statement in writing of its positions with respect to the Submitted Items (and only the Submitted Items). Each of Buyer and Seller agrees that (1) the Accounting Firm’s determination with respect to each Submitted Item as reflected in the Accounting Firm’s Report shall be deemed to be final, conclusive, binding and non-appealable, absent fraud or manifest error, (2) the Buyer Adjustment Report, as modified by any changes thereto in accordance with the Accounting Firm’s Report and supplemented by the items that were not disputed from the Closing Date Report, shall be deemed to be the “Final Adjustment Report” for purposes of this Agreement and the payment (if any) contemplated by Section 2.4(c), (3) the procedures set forth in this Section 2.4 shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report and (4) the Accounting Firm’s determination under this Section 2.4(b)(iii) shall be enforceable as an arbitral award, and judgment may be entered thereupon in any court having jurisdiction over the Party against which such determination is successfulto be enforced, absent fraud or manifest error. Net Working Capital as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Working Capital” (provided that if the absolute value of the difference between Final Working Capital and Estimated Working Capital is less than the Inside Collar Amount, then Final Working Capital shall be deemed equal to Estimated Working Capital). “Cash” as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Cash”. Indebtedness as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Indebtedness”. Transaction Expenses as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Transaction Expenses”. For the avoidance of doubt, the Parties’ respective indemnification obligations set forth in Article 9 shall not be affected by any amount reflected in the Final Adjustment Report, except to the extent necessary to avoid duplication as provided in Section 9.4(e).

Determination of Final Purchase Price. (ai) Not later than ninety (90) Within 60 days following after the Closing Date, Purchaser shall furnish Seller will cause to be prepared and delivered to Buyer a balance sheet of the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time Closing Date (the "Closing Date Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the generally accepted accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection applied on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either consistent with that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted employed by the Seller in the Objectionpreparation of the Financial Statements and using the same accounting methods, is policies, practices and procedures with consistent classifications, judgments and valuation and estimation methodologies as used in the more correct per line itemdetermination of the Initial Purchase Price and the preparation of the Financial Statements, and notify including those post- Closing adjustments required to give effect to (i) the parties elimination of any assets and liabilities of the Seller not sold to or assumed by the Buyer in writing accordance with the terms of this Agreement; and (ii) the value of the Inventory at the Closing Date. (ii) In connection with the preparation of the Closing Date Balance Sheet, Buyer and Seller shall perform a physical inventory of supplies, raw materials, work in process and finished goods included in the Purchased Assets, and such physical inventory shall be supervised by an accounting firm of Buyer's choosing. The physical inventory shall be conducted on the Closing Date or as close to the Closing Date as reasonably practicable (in which event such inventory shall be adjusted to the Closing Date). Seller shall permit Buyer and its determination based upon employees, agents and accountants all necessary access to Seller's facilities and shall secure access to any other location of Seller's goods not under the net amount control of all line items disputed Seller. (iii) Unless Buyer delivers written notice to the Seller within thirty (30) 30 days following after the receipt of the Determination MaterialsClosing Date Balance Sheet stating any objections thereto and the basis therefor, which determination Buyer shall be final deemed to have agreed to the Closing Date Balance Sheet in the form and conclusive amount delivered to Seller. If such notice of objections is given by Seller within such 30-day period, Seller will attempt in good faith to reach an agreement with the Buyer as to any matters in dispute. If the Buyer and the Seller, notwithstanding such good faith effort, fail to resolve any matters in dispute within 15 days after the Seller advises the Buyer of its objections, then any remaining disputed matters will be finally and conclusively determined by the independent auditing firm of Crowe Chizek and Company, LLP ("Crowe Chixxx") or, if Crowe Chizek refusex xx pxxxxxx this funcxxxx, by such other recognized national auditing firm as designated by the American Institute of Certified Public Accountants (the "Arbitration DecisionArbiter"). . Promptly, but not later than 30 days after its appointment, the Arbiter will determine (dbased solely on presentations by the Seller and the Buyer to the Arbiter and not by independent review) only those issues in dispute and will render a report as to the disputes and the resulting calculation of the Closing Date Balance Sheet, which report will be conclusive and binding upon the parties. In resolving any disputed item, the Arbiter may not assign a value to any particular item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party, in each case as presented to the Arbiter. The Seller and the Buyer shall each pay one-half of the fees and expenses of the Accounting Arbitrator Arbiter for services pursuant to this Agreement and each agrees to execute, if requested by the Arbiter, a reasonable engagement letter. (iv) For purposes of complying with the terms set forth herein, each party will cooperate with and make available to the other party and its auditors and representatives all information, records, data and auditors' working papers, and will permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Date Balance Sheet and the resolution of any disputes thereunder. (v) As soon as the Closing Date Balance Sheet has been prepared pursuant to the provisions set forth in this Section and all disagreements with respect thereto have been resolved, the final purchase price (the "Purchase Price") shall be shared determined. The Purchase Price shall be equal to: 1. $1,006,303 (which is the agreed upon value for the Personal Property, plus 2. $673,697 (which is the agreed upon value for the Real Estate, plus 3. the Closing Date Balance Sheet value of Receivables (less any related reserve for doubtful accounts), plus 4. the Closing Date Balance Sheet value of Inventory, less any reserve for obsolete or unsaleable inventory), plus 5. the Closing Date Balance Sheet value of prepaid expenses (provided that such prepaid expenses relate to the Purchased Assets), less 6. an agreed upon discount of $500,000 (to be allocated between the Personal Property and the Real Estate, as set forth on Schedule 4.D, less 7. the Closing Date Balance Sheet value of the Assumed Liabilities, the dollar amount of which shall not exceed the dollar amount of the purchased Receivables. (vi) Within 10 business days following receipt by the parties of the Closing Date Balance Sheet and resolution of any disputes with respect thereto, any difference between the Purchase Price and the Initial Purchase Price shall be paid to Seller or Buyer as the case may be as follows: 1. If the Purchase Price is increased from the Initial Purchase Price, Buyer shall pay such difference between the Purchase Price and the Initial Purchase Price to the Seller in Readily Available Funds; and 2. If the Purchase Price is decreased from the Initial Purchase Price, Buyer and Seller shall direct to the Escrow Agent in writing that such difference be disbursed to Buyer from the Escrow Account. In addition, if the decrease in the Purchase Price exceeds the balance of the Escrow Account, such excess shall be paid by Seller and Purchaser to Buyer in inverse proportion to the amount in dispute for which each of the parties is successfulReadily Available Funds.

Determination of Final Purchase Price. (ai) Not later than ninety Within seventy-five (9075) days following after the Closing Date, Purchaser the Buyer shall furnish deliver to the Seller a proposed good faith calculation (ithe “Closing Statement”) audited statements of: (A) the Net Working Capital Adjustment (the “Closing Date Net Working Capital Adjustment”), (B) the Closing Cash (the “Closing Date Cash”), (C) Excess Closing Cash (the “Excess Closing Cash Calculation”), and (D) the Buyer’s calculation of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time Purchase Price (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final “Purchase Price Calculation”). The Closing Statement, and Closing Net Asset Valueeach element thereof, respectively, shall be calculated in accordance with the respective formulas therefor set forth in Section 3.1(a) Company’s standard accounting practices and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for be accompanied by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, reasonable supporting detail. (ii) be prepared in accordance with GAAP, applied consistently with During the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from immediately following the date of its Seller’s receipt of the Closing Balance Sheet Statement (the “Review Period”), the Seller shall have reasonable access, during normal business hours upon reasonable notice, and in a manner so as to not interfere with the normal business operations of the Seller or the Buyer or any of their affiliates, to the working papers used in connection with Buxxx’x preparation of the Closing Schedule Statement. The Seller may, on or prior to review the last day of the Review Period, give written notice of any disagreement with the Buyer’s proposed Purchase Price Calculation or the Excess Closing Cash Calculation (a “Notice of Disagreement”) to the Buyer. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of each disagreement so asserted as well as the reasonable basis thereof along with relevant supporting documentation and calculations (the “Disputed Items”). Unless the Seller provides a Notice of Disagreement on or prior to the last day of the Review Period, (A) the Closing Balance Sheet and Date Net Working Capital Adjustment shall be deemed to set forth the final Net Working Capital Adjustment, (B) the Closing Schedule Date Cash shall be deemed to set forth the final Closing Date Cash, (C) the Excess Closing Cash Calculation shall be deemed to set forth the final Excess Closing Date Cash and to agree or disagree as to (D) the Final Purchase Price reflected thereonCalculation shall be deemed to set forth the final Purchase Price. If a timely Notice of Disagreement is received by the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing ScheduleBuyer, then the Closing Statement (as revised as contemplated in clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the Buyer and the Seller shallresolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters specified in the Notice of Disagreement and remaining in dispute are finally resolved in writing by the Independent Auditor (as defined below); provided, within that, for purposes of clarity, any items that are not so disputed on the Notice of Disagreement shall become final and binding upon the parties on the last day of the Review Period. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, the Buyer and the Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any Disputed Item. If, at the end of such thirty (30) day period, deliver a written objection to Purchaser which shall specify any Disputed Item specified in reasonable detail the basis for the objection on a line item basis, and a computation Notice of the Final Purchase Price asserted Disagreement has not been resolved by the Seller (collectivelyand the Buyer, the "Objection")Seller and the Buyer shall submit such Disputed Items to a mutually agreeable independent accounting firm (the “Independent Auditor”) for review and resolution of any such Disputed Items which remain in dispute (including such party’s proposed resolution thereof) and which were included in the Notice of Disagreement. Upon Purchaser's receipt of such Objection, Purchaser If the Buyer and the Seller are unable to agree on the choice of an Independent Auditor, they shall negotiate in good faith to resolve select a nationally recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The terms of appointment and engagement of the Objection, but if the Objection cannot Independent Auditor shall be resolved by negotiation as agreed upon between the parties Seller and the Buyer (it being understood that the Independent Auditor shall consider only those Disputed Items as to which there is disagreement as set forth in the Notice of Disagreement and that the Independent Auditor shall be functioning as an expert and not as an arbitrator). The Independent Auditor shall be required to render a determination of the applicable dispute within thirty (30) days after Purchaser's receipt referral of the ObjectionDisputed Items to the Independent Auditor, Purchaser shall cause the Closing Balance Sheetwhich determination must be in writing and must set forth, in reasonable detail, the Closing Schedulebasis therefor. In making its determination regarding such applicable dispute, the ObjectionIndependent Auditor shall select, and all work papers related thereto (collectivelywith respect to each item in dispute, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser an amount between Buxxx’x position as set forth in the Closing Balance Sheet Statement and Closing Schedule the Seller’s position as set forth in the Notice of Disagreement or equal to either such amount. In connection with the resolution of any dispute, the parties shall provide the Independent Auditor with access to all documents and work papers necessary to make its determination. (iii) The fees and disbursements of the Independent Auditor shall be borne by (A) the Buyer in the proportion that asserted the aggregate dollar value of the Disputed Items submitted to the Independent Auditor that are unsuccessfully disputed by the Buyer bears to the aggregate value of all such items so disputed and (B) by the Seller in the Objection, is proportion that the more correct per line item, and notify aggregate dollar value of the parties in writing of its determination based upon Disputed Items submitted to the net amount Independent Auditor that are unsuccessfully disputed by the Seller bears to the aggregate value of all line such items disputed within thirty (30) days following the receipt so submitted. The determination as to each Disputed Item as determined by agreement of the Determination Materials, which determination Buyer and the Seller or by the Independent Auditor shall be final and conclusive binding on the parties hereto. The Purchase Price and Excess Closing Cash as finally determined pursuant to clauses (the "Arbitration Decision"). i) and (dii) The fees and expenses of the Accounting Arbitrator this Section 1.5(c) shall be shared by Seller referred to herein as the “Final Purchase Price” and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful“Final Excess Closing Cash,” respectively.

Determination of Final Purchase Price. (a) Not later than ninety (90) days following the Closing Date, Purchaser shall shall, at its sole cost and expense, furnish to the Seller (i) the audited statements statement of the Book Value of the Acquired Assets and Balance Sheet LiabilitiesNet Capital Employed, as of the Effective Time (the "Closing Date Balance Sheet"), prepared by Purchaser and reported upon audited by KPMG Peat Marwick Deloitte & Touche LLP ("KPMGPurchaser's Accountants") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Date Balance Sheet shall will (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles GAAP used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that dates by the Book Value Business, consistently applied with prior periods. The determination of the Acquired Assets application of accounting principles on a basis consistent with prior periods shall be determined made by reference to Seller's prior application of such principles unless such principles or the prior application thereof was not in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities GAAP, in which case GAAP as determined by Purchaser shall be determined in accordance used without regard to the consistency of the application thereof with Section 3.1(c)Seller's prior accounting periods, and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses as to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilitiesvaluation of Inventory shown thereon, and (B) are determined in accordance with and such inventory shall be valued on a first-in-first-out basis based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any on a physical count of the foregoing deviate from GAAP, then such reserves inventory of the Business conducted on the Closing Date at which Seller shall have a right to be determined in accordance with GAAPpresent upon Purchaser's reasonable written notice to Seller. The Closing Date Balance Sheet shall be accompanied include a schedule, prepared by a schedule Purchaser's Accountants, showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Date Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Date Balance Sheet and the Closing Schedule to review the Closing Date Balance Sheet and the Closing Schedule Schedule, and to agree or disagree as to the Final Purchase Price reflected thereon. If requested to do so by Seller, Purchaser will instruct Purchaser's Accountants to make available to Seller and its representatives all work papers and schedules (including all posted and passed adjustments) prepared or used by Purchaser or Purchaser's Accountants in connection with the preparation of the Closing Date Balance Sheet (the "Workpapers"). If Seller does not agree with the Final Purchase Price reflected on the Closing Date Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day periodperiod or fifteen (15) days after receipt of the Workpapers, whichever is later, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basisobjection, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Date Balance Sheet, Sheet and the Closing Schedule, the Objectionobjection and computations of Seller, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, Xxxxxx Xxxxxxxx LLP. Xxxxxx Xxxxxxxx LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Date Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line itemcorrect, and notify the parties in writing Purchaser and Seller of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision")conclusive. (dc) The fees and expenses of the Accounting Arbitrator Purchaser's Accountants shall be shared borne by Seller Purchaser, and the fees and expenses of Seller's Accountants shall be borne by Seller. The fees and expenses of Xxxxxx Xxxxxxxx LLP shall be split equally between the Purchaser in inverse proportion to the amount in dispute for which each of the parties is successfuland Seller.

Determination of Final Purchase Price. (a) The amount to be paid by Buyer to Seller for the Assets (the "Final Purchase Price") shall be the Tentative Purchase Price as defined and determined in Section 1.3(c) below, as the Tentative Purchase Price may be adjusted after the Closing pursuant to the provisions of Section 1.5(a) and Section 1.6 below. The Final Purchase Price shall be paid in accordance with the provisions of Section 1.7 below. (b) Not later than ninety thirty (9030) calendar days following the Closing Date, Purchaser shall furnish prior to the Closing, Seller will deliver to Buyer (i) audited statements an estimate of the Book Value Closing Net Working Capital, which estimate shall be the Net Working Capital of the Acquired Assets and Balance Sheet Liabilities, Business as of the Effective Time end of the most recent accounting month for which internal financial statements are available (the "Estimated Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMGNet Working Capital") and (ii) a calculation an estimate of Final Purchase Price and Closing Net Asset Value, respectively, the book value of the capital assets acquired for the 787 program as contemplated by the capital plan in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(dMemorandum of Agreement (787), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any time period (the "787 Assets") as of the Closing ScheduleDate (the "Estimated 787 Book Value"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereonshall be calculated with reference to an amount determined on or before the Closing Date in accordance with this Section 1.3 (the "Tentative Purchase Price"). If the Seller does not agree with the Final The Tentative Purchase Price shall be the sum of (x) the book value of the Assets as reflected on the Closing Balance Sheet or Audited Interim Financial Statements (reduced by the Closing Scheduleamount of capitalized interest reflected therein) including an unaudited value of Spares Inventory as of February 17, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection 2005 as set forth on a line item basisschedule attached to the Audited Interim Financial Statements plus (y) One Hundred Ninety-Two Million Four Hundred Thousand Dollars ($192,400,000), and a computation as adjusted as follows: (i) If the Estimated Closing Net Working Capital is greater than or less than the Target Net Working Capital Amount, the Tentative Purchase Price shall be increased by such excess or decreased by such shortfall, as applicable. (ii) The Tentative Purchase Price shall be increased by the amount of the Final Purchase Price asserted by Estimated 787 Book Value, less the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt aggregate book value of the Objection, Purchaser shall cause 787 Assets as reflected on the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision")Audited Interim Financial Statements. (d) The fees In order to determine the Final Purchase Price, the Tentative Purchase Price shall be adjusted after the Closing pursuant to the provisions of Section 1.5(a) and expenses Section 1.6 below. (e) For purposes of the Accounting Arbitrator adjustments to the Tentative Purchase Price and Final Purchase Price provided in this Section 1.3 and Section 1.5(a) and Section 1.6 below, and also for purposes of determining the amount by which the Tentative Purchase Price and Final Purchase Price shall be shared considered to have been paid in accordance with Section 1.7 below by Seller way of assumption by the Buyer of Accrued Vacation Liability, Accrued Vacation Liability and Purchaser in inverse proportion to any estimates thereof shall be included as the amount determined multiplied by 1.0765 in dispute for which each of order to reflect the parties is successfulpayroll taxes related thereto.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety (90) 60 days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to Seller Buyer’s proposed good faith written calculations, in reasonable detail and with reasonable supporting documentation, of (A) the Net Working Capital, (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Indebtedness, (D) the amount of Unpaid Seller Expenses and (iE) audited statements the Purchase Price (each of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time calculations referenced in clauses (the "Closing Balance Sheet"A), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG"B), (C), (D) and (iiE), a “Proposed Closing Date Calculation” and, collectively, the “Proposed Closing Date Calculations”). In connection with Buyer’s preparation of the Proposed Closing Date Calculations, at Buyer’s request, Seller shall provide information that is under its control necessary to such calculation (and not otherwise reasonably available to Buyer) within a calculation reasonable time following Buyer’s request. If Buyer fails to timely deliver any of Final Purchase Price and the Proposed Closing Net Asset Value, respectively, Date Calculations in accordance with the respective formulas therefor set forth foregoing, then, at the election of Seller in Section 3.1(a) and Section 3.1(d)its sole discretion, based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall either (i) the Actual Adjustment shall be prepared in accordance with the books and records of Seller, deemed to equal zero or (ii) be prepared in accordance with GAAPSeller shall retain (at the expense of Buyer) the dispute resolution group of Xxxxx Xxxxxxxx LLP, applied consistently with or if Xxxxx Xxxxxxxx LLP refuses such submission, the dispute resolution group of a nationally-recognized, independent accounting principles used firm agreed upon by Buyer and Seller (such accounting firm, the “Accounting Firm”), to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value provide an audit of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and Company’s books, review the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations calculation of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and make any adjustments necessary thereto consistent with the Final Purchase Priceprovisions of this Section 2.3(b), as determined from the Closing Balance Sheet and the amount determination of the EBITDA AdjustmentAccounting Firm being conclusive and binding on the Parties; provided, if however, that Seller reserves any (and all other rights granted to it in this Agreement. In connection with the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof foregoing, Buyer shall, and shall have cause the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the Group Companies to, make any relevant books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as available to the Final Purchase Price reflected thereon. If the Seller does not agree Accounting Firm in connection with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, its services and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (d) The fees and expenses of the Accounting Arbitrator Firm shall be shared paid by Buyer. (A) If Seller does not give written notice of any dispute that sets forth the specific amounts of its specific objections to the Proposed Closing Date Calculations and a description, in reasonable detail, of its rationale for each such specific objection (a “Purchase Price Dispute Notice”) to Buyer within 45 days of receiving the Proposed Closing Date Calculations, Buyer and Seller agree that the Proposed Closing Date Calculations shall be deemed to be the final Net Working Capital, Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for purposes of determining the Actual Adjustment; provided, however, that in the event that Buyer does not provide any materials reasonably requested by Seller (including any of the Group Companies’ books and records or the working papers of Buyer’s accountants prepared in connection with preparation of the Proposed Closing Date Calculations) within three Business Days of request therefor (or such shorter period as may remain in such 45-day period), such 45-day period shall be extended by one day for each additional day required for Buyer to respond fully to such request. Prior to the end of such 45-day period (or such longer period as may be extended in accordance with this paragraph), Seller may accept the Proposed Closing Date Calculations by delivering written notice to that effect to Buyer, in which case the Purchase Price will be finally determined when such notice is given. For the avoidance of doubt, Seller may provide a Purchase Price Dispute Notice on the basis that it has not been provided with adequate information to understand and evaluate the differences between the Proposed Closing Date Calculations, on the one hand, and Buyer’s calculation of the Proposed Closing Date Calculations (and components thereof including the Net Working Capital (and the related Net Working Capital Adjustment, if any), the amount of Cash and Cash Equivalents, the amount of Closing Date Indebtedness and/or the amount of Unpaid Seller Expenses), on the other hand. If Seller delivers a Purchase Price Dispute Notice to Buyer within such 45-day period, Buyer and Seller shall use commercially reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the Purchase Price Dispute Notice from Seller. Any item set forth in the Proposed Closing Date Calculations and not objected to in the Purchase Price Dispute Notice shall be final and binding on the Parties. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such 30-day period, then the remaining items in dispute shall be submitted immediately to the Accounting Firm, the determination of the Accounting Firm being conclusive and binding on the Parties and shall not be subject to court review or otherwise appealable. The Accounting Firm shall be instructed, and Buyer and Seller shall (and Buyer shall cause the Group Companies, to use commercially reasonable efforts to cause the Accounting Firm, to render a determination (acting as an arbitrator and not as an expert) of the applicable dispute within 45 days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. In a potential dispute resolution procedure pursuant to this Section 2.3(b), all prior discussions related thereto shall, unless otherwise agreed by Seller and Purchaser Buyer, be governed by Rule 408 of the Federal Rules of Evidence and neither Party may discuss, use or rely upon the other Party’s conduct or statements during such dispute resolution or in inverse proportion any communication with the Accounting Firm. (B) Within 15 days after the engagement of the Accounting Firm, Seller and Buyer shall present their respective positions with respect to the amount items set forth in the Purchase Price Dispute Notice in the form of a written report, a copy of which shall be delivered to the other Party, and no ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings shall be conducted or allowed; provided, however, that at the Accounting Firm’s request, or as mutually agreed by Seller and Buyer, Seller and Buyer may meet with the Accounting Firm so long as representatives of both Seller and Buyer are present. The Accounting Firm’s determination shall be instructed to be based solely on the written reports submitted to the Accounting Firm by Seller and Buyer and oral submissions by Seller and Buyer at meetings held in compliance with the prior sentence (i.e., not on independent review) and on the definitions and other terms included herein; provided, however, that in resolving a disputed item, the Accounting Firm may not assign a value to any particular item greater than the greatest value for such item or less than the smallest value for such item, in each case, claimed by Buyer or Seller in the written reports presented to the Accounting Firm. The Accounting Firm’s decision with respect to the matters in dispute for which each shall be final and binding on the Parties, and any Party may seek to enforce such decision in a court of competent jurisdiction. (C) The terms of appointment and engagement of the parties is successfulAccounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall be initially borne 50% by Seller and 50% by Buyer; provided, however, that such fees shall ultimately be borne as set forth below. All other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the Party incurring such cost and expense. The fees and disbursements of the Accounting Firm shall ultimately be allocated between Seller and Buyer in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such Party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. Such determination of the Accounting Firm shall be conclusive and binding upon the Parties. The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(b)(i)(A) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment). (ii) The Parties shall, and shall cause their Affiliates to, make their financial records and other books and records that are relevant to the preparation of the Proposed Closing Date Calculations available to the other Parties and its accountants and other representatives (and either Party and its accountants and other representatives, at their own expense, shall be permitted to make copies as they see reasonably necessary) at reasonable times during the review by Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations. At the reasonable request of Seller, the Company shall permit employees who are involved in the preparation of the Proposed Closing Date Calculations to assist Seller in its review of the Proposed Closing Date Calculations (but not to assist with any objections or disputes with respect thereto).

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable following the Closing Date (but no later than ninety (90) days following after the Closing Date), Purchaser Buyer shall furnish deliver to Sellers a statement (the Seller (i“Buyer Adjustment Report”) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilitiessetting forth, as of the Effective Time (the "Closing Balance Sheet")Date and in reasonable detail, prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a Buyer’s good-faith calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of SellerNet Working Capital, (ii) be prepared Change in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), Control Payments and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Net Pension Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) The following procedures shall apply with respect to the review of the Buyer Adjustment Report: (i) Sellers shall have a period of seventy-five (75) days after receipt by Sellers of the Buyer Adjustment Report to review such Buyer Adjustment Report (the “Review Period”). During the Review Period, Buyer shall make available to Sellers and its Representatives reasonable access during normal business hours to all relevant personnel, Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the Buyer, books and records which are under their respective control or custody which are necessary to prepare of the Closing Balance Sheet Business and will cause their respective accountants to provide access to work papersthe Companies and other items reasonably requested by Sellers in connection with Sellers’ review of the Buyer Adjustment Report and any dispute with respect thereto as contemplated by this Section 2.4. (cii) The Seller shall If Sellers do not deliver to Buyer a written statement describing any objections Sellers have thirty to the Buyer Adjustment Report (30a “Notice of Disagreement”) days from on or before the date of its receipt final day of the Closing Balance Sheet Review Period, then Sellers shall be deemed to have irrevocably accepted such Buyer Adjustment Report, and such Buyer Adjustment Report shall be deemed to be the Closing Schedule to review “Final Adjustment Report” for purposes of the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereonpayment (if any) contemplated by Section 2.4(c). If Sellers deliver to Buyer a Notice of Disagreement on or before the Seller does not agree with final day of the Final Purchase Price reflected on the Closing Balance Sheet or the Closing ScheduleReview Period, then the Seller shall, within such thirty (30) day period, deliver a written objection Buyer and Sellers shall attempt to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate resolve in good faith to resolve the Objection, but if matters contained in the Objection cannot be resolved by negotiation between the parties Notice of Disagreement within thirty (30) days after Purchaser's Buyer’s receipt of the ObjectionNotice of Disagreement (the “Resolution Period”). If Buyer and Sellers reach a resolution with respect to such matters on or before the final day of the Resolution Period, Purchaser then the Buyer Adjustment Report, as modified by such resolution, shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), be deemed to be submitted to Deloitte & Touchethe “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c). (iii) If such a resolution is not reached on or before the final day of the Resolution Period, LLP then Buyer and Sellers shall promptly (and in any event no later than five (5) Business Days after the last day of the Resolution Period) retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Notice of Disagreement (the "“Disputed Items”) to the Accounting Arbitrator"Firm for resolution in accordance with this Section 2.4(b)(iii), which shall review the Determination Materials . The Accounting Firm will be instructed to (A) make a final determination on an expedited basis (and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed any event within thirty (30) days following the receipt after submission of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (dDisputed Items) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion with respect to the amount in dispute for which each of the parties Disputed Items (and only the Disputed Items) that is successfulwithin the range of the respective positions taken by each of Buyer and Sellers and (B) prepare and deliver to Buyer and Sellers a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Disputed Item (the “Accounting Firm’s Report”). During the ten (10) days after submission of the Disputed Items to the Accounting Firm, each of Buyer and Sellers may provide the Accounting Firm with a definitive statement in writing of its positions with respect to the Disputed Items (and only the Disputed Items). The Accounting Firm will be provided with reasonable access to the books and records of Buyer, the Companies and Sellers for purposes of making its final determination with respect to the Disputed Items, and Buyer, Sellers and the Companies shall otherwise reasonably cooperate with the Accounting Firm in connection therewith. Each of Buyer and Sellers agree that (1) the Accounting Firm’s determination with respect to each Disputed Item as reflected in the Accounting Firm’s Report shall be deemed to be final, conclusive, binding and non-appealable, absent fraud or manifest error, (2) the Buyer Adjustment Report, as modified by any changes thereto in accordance with the Accounting Firm’s Report, shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c), (3) the procedures set forth in this Section 2.4 shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report, and (4) the Accounting Firm’s determination under this Section 2.4(b)(iii) shall be enforceable as an arbitral award, and judgment may be entered thereupon in any court having jurisdiction over the Party against which such determination is to be enforced. Net Working Capital as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Working Capital.” Change in Control Payments as set forth in the Final Adjustment Report shall be deemed to be the “Final Change in Control Payments.” Net Pension Liabilities as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Net Pension Liabilities.”

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable following the Closing Date (but no later than one hundred twenty (120) days after the Closing Date), Buyer shall deliver to Marina Holdings a statement (the “Buyer Adjustment Report”) setting forth in reasonable detail Buyer’s good-faith calculation of (i) Closing Net Working Capital (without giving effect to the transactions contemplated hereby), (ii) the Closing Cash, (iii) the Closing Indebtedness, (iv) the Transaction Expenses separately enumerating each of the Transaction Expense payments and (v) the Reimbursable Prepaid Lease Payments. If Buyer fails to deliver a Buyer Adjustment Report within one hundred twenty (120) days of the Closing Date, then Buyer shall be deemed to have irrevocably accepted the amounts in the Closing Date Report, and there shall be no adjustment to the Purchase Price pursuant to this Section 2.4. (b) The following procedures shall apply with respect to the review of the Buyer Adjustment Report: (i) Marina Holdings shall have a period of ninety (90) days following the Closing Date, Purchaser shall furnish to the Seller (i) audited statements after receipt by Marina Holdings of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time Buyer Adjustment Report to review such report (the "Closing Balance Sheet"“Review Period”). During the Review Period, prepared by Purchaser Buyer shall make available to Marina Holdings and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation its Representatives reasonable access during normal business hours to all relevant personnel, Representatives of Final Purchase Price and Closing Net Asset ValueBuyer, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, the Acquired Companies and other items reasonably requested by Marina Holdings in connection with Marina Holdings’ review of the Buyer Adjustment Report and any dispute with respect thereto as contemplated by this Section 2.4. (ii) be prepared in accordance with GAAP, applied consistently with If Marina Holdings does not deliver to Buyer a written statement describing any objections Marina Holdings has to the accounting principles used to prepare annual financial statements Buyer Adjustment Report (a “Notice of Seller without regard to accounting practices that normally may be followed at interim dates; provided that Disagreement”) on or before the Book Value final day of the Acquired Assets Review Period, then Marina Holdings shall be determined in accordance with Section 3.1(b) hereof deemed to have irrevocably accepted such Buyer Adjustment Report, and the Balance Sheet Liabilities such Buyer Adjustment Report shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves deemed to be the “Final Adjustment Report” for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any purposes of the foregoing deviate from GAAPpayment (if any) contemplated by Section 2.4(d). If Marina Holdings delivers to Buyer a Notice of Disagreement on or before the final day of the Review Period, then such reserves Buyer and Marina Holdings shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right attempt to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate resolve in good faith to resolve the Objection, but if matters contained in the Objection cannot be resolved by negotiation between the parties Notice of Disagreement within thirty (30) days after Purchaser's Xxxxx’s receipt of the ObjectionNotice of Disagreement (the “Resolution Period”). If Buyer and Marina Holdings reach a resolution with respect to such matters on or before the final day of the Resolution Period, Purchaser then the Buyer Adjustment Report, as modified by such resolution, shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), be deemed to be submitted to Deloitte & Touchethe “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(d). (iii) If such a resolution is not reached on or before the final day of the Resolution Period, LLP then Buyer and Marina Holdings shall promptly (and in any event no later than five (5) Business Days after the last day of the Resolution Period) retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Notice of Disagreement (the "“Disputed Items”) to the Accounting Arbitrator"Firm for resolution in accordance with this Section 2.4(b)(iii), which . The Accounting Firm shall review the Determination Materials be instructed to: (A) make a final determination on an expedited basis (and determine on a line item basis which in any event within sixty (60) days after submission of the Disputed Items) with respect to each of the Disputed Items (and only the Disputed Items) that is within the range of the respective positions assertedtaken by each of Buyer and Marina Holdings; and (B) prepare and deliver to Buyer and Marina Holdings a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Disputed Item (the “Accounting Firm’s Report”). During the ten (10) days after submission of the Disputed Items to the Accounting Firm, either that asserted by Purchaser in each of Buyer and Marina Holdings may provide the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties Accounting Firm with a definitive statement in writing of its positions with respect to the Disputed Items (and only the Disputed Items). The Accounting Firm shall be provided with access to the books and records of Buyer, the Acquired Companies and Marina Holdings for purposes of making its final determination based upon with respect to the net amount Disputed Items, and Buyer, Marina Holdings and the Acquired Companies shall otherwise reasonably cooperate with the Accounting Firm in connection therewith. Each of all line items disputed within thirty Buyer and Marina Holdings agree that: (301) days following the receipt Accounting Firm’s determination with respect to each Disputed Item as reflected in the Accounting Firm’s Report shall be deemed to be final, conclusive, binding and non-appealable, absent Fraud or manifest error; (2) the Buyer Adjustment Report, as modified by any changes thereto in accordance with the Accounting Firm’s Report, shall be deemed to be the “Final Adjustment Report” for purposes of the Determination Materials, which determination payment (if any) contemplated by Section 2.4(c); (3) the procedures set forth in this Section 2.4 shall be the sole and exclusive remedy with respect to the final and conclusive (the "Arbitration Decision"). (d) The fees and expenses determination of the Final Adjustment Report; and (4) the Accounting Arbitrator Firm’s determination under this Section 2.4(b)(iii) shall be shared by Seller enforceable as an arbitral award, and Purchaser judgment may be entered thereupon in inverse proportion any Chosen Court. Closing Net Working Capital as set forth in the Final Adjustment Report shall be deemed to be the amount “Final Closing Net Working Capital”; Closing Cash as set forth in dispute for which each of the parties is successfulFinal Adjustment Report shall be deemed to be the “Final Closing Cash”; Closing Indebtedness as set forth in the Final Adjustment Report shall be deemed to be the “Final Closing Indebtedness”; Transaction Expenses as set forth in the Final Adjustment Report shall be deemed to be the “Final Transaction Expenses”; and the Reimbursable Prepaid Lease Payments as set forth in the Final Adjustment Report shall be deemed to be the “Final Reimbursable Prepaid Lease Payments”.

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable, but no later than ninety one hundred twenty (90120) days following after the Closing Date, the Purchaser shall furnish prepare and deliver to Seller Representative a statement (the Seller (i“Closing Statement”) audited statements setting forth the Purchaser’s good faith determination of the Book Value actual amounts of the Acquired Assets Closing Working Capital, Closing Cash, Funded Debt, Indebtedness, Transaction Expenses, Purchaser’s Pre-paid Allocation (if any) and Balance Sheet Liabilities, as of the Effective Time Sellers’ Pre-paid Allocation (the "Closing Balance Sheet"if any), prepared by Purchaser together with supporting work papers, and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final the Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaserthereon. The Closing Balance Sheet Statement and the determinations and calculations contained therein shall (i) be prepared in accordance with this Agreement, including Section 1.8. If the books Purchaser does not deliver the Closing Statement within such one hundred and records of Sellertwenty (120) day period, (ii) be prepared in accordance with GAAP, applied consistently with upon the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value delivery of the Acquired Assets Seller Representative’s written election to the Purchaser, and the Purchaser’s failure to deliver the Closing Statement within five (5) Business Days thereafter, the Estimated Closing Statement shall be determined in accordance with Section 3.1(b) hereof deemed to be the Closing Statement for all purposes of this Agreement, and the Balance Sheet Liabilities Estimated Closing Statement will be final, conclusive and binding on the Parties; provided, however, that such one hundred twenty (120) day period shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves extended for all known liabilities and reasonably anticipated losses any period during which Sellers’ failure to provide relevant information to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations Purchaser is a substantial cause of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")delay. (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have Within thirty (30) days from the date of its following receipt by Seller Representative of the Closing Balance Sheet Statement, Seller Representative shall deliver written notice (an “Objection Notice”) to the Purchaser of any dispute it has with respect to determinations and calculations of the Closing Schedule to review Statement, which notice shall set forth in reasonable detail the basis for each such dispute and Seller Representative’s determination of the disputed determination or calculation, as applicable. Any amount, determination or calculation contained in the Closing Balance Sheet Statement and not specifically disputed in a timely delivered Objection Notice shall be final, conclusive and binding on the Parties. If Seller Representative does not timely deliver an Objection Notice with respect to the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, Statement within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for Closing Statement will be final, conclusive and binding on the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller Parties. If an Objection Notice is timely delivered within such thirty (collectively30) day period, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller Representative shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”). If the ObjectionPurchaser and Seller Representative, notwithstanding such good faith efforts, fail to resolve any Objections within fifteen (15) days after Seller Representative delivers an Objection Notice, then the Purchaser and Seller Representative shall jointly engage the dispute resolution group of Duff & Xxxxxx Corporation (the “Resolution Firm”) to resolve such disputes (acting as an expert and not an arbitrator) in accordance with this Agreement (including Section 1.8) as soon as practicable thereafter. The Purchaser and Seller Representative shall direct the Resolution Firm to deliver a written report containing its final determination of the subject matter of the disputed Objections (which determination shall be within the range of dispute in respect of each Objection between the amounts set forth on the Closing Statement and the Objection Notice) within sixty (60) days after engagement of the Resolution Firm. The Resolution Firm shall make a final determination of each Objection based solely on the definitions and other applicable provisions of this Agreement (and shall not conduct an independent investigation) and on presentations consisting of (i) a single written presentation submitted by each of the Purchaser and Seller Representative (which the Resolution Firm shall be instructed to distribute to the Purchaser and Seller Representative upon receipt of both such presentations), (ii) a single written response of the Purchaser and Seller Representative to each such presentation so submitted (which the Resolution Firm shall be instructed to distribute to the Purchaser and Seller Representative upon receipt of such responses) and (iii) at the Resolution Firm’s discretion, a one-day conference concerning the dispute, at which conference each of the Purchaser and Seller Representative shall have the right to present their respective positions with respect to the dispute and have present their respective advisors, counsel and accountants. For the avoidance of doubt, neither the Purchaser nor Seller Representative shall have any ex parte communications with the Resolution Firm relating to this Section 1.5 or this Agreement, and the Resolution Firm shall not conduct an independent investigation in respect of its determination. All Objections that are resolved between the Parties or are determined by the Resolution Firm will be final, conclusive and binding on the Parties absent manifest error or fraud. For the avoidance of doubt, assuming the procedure for resolving disputes in this Section 1.5 is available, it shall be the sole and exclusive procedure through which the Parties resolve any dispute under this Section 1.5, but nothing contained herein shall preclude the Parties from seeking other judicial remedies if the Objection a dispute arising under this Section 1.5 cannot be resolved by negotiation between through the parties within thirty (30) days after Purchaser's receipt procedure described herein; provided that the party seeking other judicial remedies shall not have caused the failure of the Objection, Purchaser shall cause procedures herein to resolve the Closing Balance Sheet, the Closing Schedule, the Objection, dispute. The costs and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which expenses of the positions assertedResolution Firm shall be borne by the Purchaser and Seller Representative in proportion as is appropriate to reflect their relative success in the resolution of the dispute. For example, either that asserted by Purchaser if Seller Representative challenges the Purchaser’s calculation of the Final Purchase Price in the Closing Balance Sheet and Closing Schedule or that asserted Statement (as the same has been updated as of the Purchaser’s submission to the Resolution Firm) by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net an amount of all line items disputed within thirty $100,000 (30as the same has been updated as of Seller Representative’s submission to the Resolution Firm), but the Resolution Firm determines that Seller Representative has a valid claim for only $60,000, then the Purchaser shall bear sixty percent (60%) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (d) The fees and expenses of the Accounting Arbitrator Resolution Firm and Seller Representative shall be shared by Seller bear the other forty percent (40%) of such fees and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successfulexpenses.

Determination of Final Purchase Price. (ai) Not As soon as reasonably practicable, but no later than ninety sixty (9060) days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to the Seller Representative a statement (ithe “Closing Statement”) audited statements setting forth Buyer’s good faith determination of the Book Value actual amounts of the Acquired Assets Closing Net Working Capital, Closing Cash, Closing Indebtedness, Transaction Expenses, Free Rent and Balance Sheet LiabilitiesLeasing Credit, as of the Effective Time (the "Closing Balance Sheet")Preferred Redemption Credit, prepared by Purchaser Property Sales Credit, and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) Portfolio Improvement Credit, together with a calculation of Final the Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaserthereon. The Closing Balance Sheet Statement and the determinations and calculations contained therein shall (i) be prepared in accordance with this Agreement, including Section 2.4(e), in the books and records form of SellerExhibit B, together with reasonable supporting documentation. (ii) Within forty-five (45) days following receipt by the Seller Representative of the Closing Statement, the Seller Representative shall deliver written notice (an “Objection Notice”) to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement. Any amount, determination or calculation contained in the Closing Statement and not specifically disputed in a timely delivered Objection Notice shall be prepared final, conclusive and binding on the Parties. If the Seller Representative does not timely deliver an Objection Notice with respect to the Closing Statement within such forty-five (45) day period, the Closing Statement will be final, conclusive and binding on the Parties. If an Objection Notice is timely delivered within such forty-five (45) day period, Buyer and the Seller Representative shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”). If Buyer and the Seller Representative, notwithstanding such good faith efforts, fail to resolve all Objections within sixty (60) days after the Seller Representative delivers an Objection Notice, then Buyer and the Seller Representative shall jointly engage the Accounting Firm to resolve such disputes in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements terms of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined this Agreement (including Section 2.4(e)) as soon as practicable thereafter (but in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have event within thirty (30) days from after the date of its receipt engagement of the Closing Balance Sheet Accounting Firm). Buyer and the Closing Schedule Seller Representative shall cause the Accounting Firm to review deliver a written report containing its calculation of the disputed Objections (which calculation shall be within the range of the values contained in the Closing Balance Sheet Statement and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, Objection Notice) within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail . All Objections that are resolved between the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted Parties or are determined by the Seller (collectivelyAccounting Firm will be final, conclusive and binding on the "Objection")Parties absent manifest error. Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (d) The fees costs and expenses of the Accounting Arbitrator Firm shall be shared borne by Seller Buyer and Purchaser Sellers in inverse proportion to their relative success in the amount in dispute for which each resolution of the parties is successfuldispute (which proportional allocation shall also be determined by the Accounting Firm at such time that it makes its final determination).

Determination of Final Purchase Price. 4.1 The Purchase Price shall be finally and irrevocably determined based on the combinedfinancial statements of the Group as of the Closing Date (“ClosingFinancial Statements”). 4.1.1 The Closing Financial Statements shall consist of (a) Not later than ninety a combined balance sheet, a combined profit and loss statement and a statement of Cash, Financial Indebtedness (90including nominal amounts and accrued but unpaid interest of the Loans) days following and Net Working Capital; as well as (b) a statement of Purchase Price resulting therefrom pursuant to this Agreement and the Closing Datedeviation (if any) from the Preliminary Purchase Price, 4.1.2 and, Purchaser shall furnish to the Seller extent not otherwise defined in the definitions of Cash, Financial Indebtedness and Net Working Capital, shall be prepared applying (i) audited statements the Accounting Principles on a consistent basis, applying (to the extent in accordance with law) the same policies, procedures, practices and election rights as applied in the preparation of the Book Value of the Acquired Assets Combined Financial Statements and Balance Sheet Liabilities, MD&A (as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG"defined below) and (ii) a calculation IFRS as in force as of Final the Closing Date. For the avoidance of doubt, to the extent of any inconsistency between them (i) shall take precedence over (ii). 4.1.3 The Purchaser shall prepare the Closing Financial Statements after the Closing and shall have them reviewed by Deloitte & Touche GmbH, Stuttgart, and shall submit them to the Sellers as soon as reasonably possible, but not later than three (3) months after the Closing Date. 4.2 The Purchase Price shall be deemed accepted by the Sellers and shall become binding upon the Parties unless Sellers, within twenty (20) Business Days following the receipt of the Closing Net Asset ValueFinancial Statements from the Purchaser, respectivelyobject to Purchaser in writing, describing the deviations in fixed amounts and in detail the backgrounds and reasons for each of those items to which the Sellers object (the “Dispute Notice”). Sellers shall be deemed to have agreed with all items and amounts to which they do not object in the Dispute Notice, which items and amounts shall become binding between the Parties. 4.3 In the event the Sellers deliver a Dispute Notice within the time period set out in Clause 4.2, the Parties shall use reasonable good faith efforts to resolve the dispute within ten (10) Business Days after the delivery of the Dispute Notice. 4.4 If the Sellers and the Purchaser are unable to resolve such dispute within such ten (10) Business Days, then: 4.4.1 The items that are set out in the Dispute Notice and which have not been resolved may be submitted by either of them to KPMG (the “Accounting Firm”) with a scope of assignment to be agreed amongst the Parties in good faith between the date hereof and the Closing Date. 4.4.2 If the Accounting Firm does not confirm that it will act as the accounting firm in accordance with the respective formulas therefor provisions set forth herein within ten (10) Business Days after the items in dispute have been submitted to it, the Frankfurt office of another nationally recognized firm of independent public accountants shall act as the Accounting Firm either as mutually agreed between the Sellers and the Purchaser or, if such an agreement is not reached within an additional ten (10) Business Days, as appointed, upon the request of either the Sellers or the Purchaser, by the German Institute of Public Auditors in Düsseldorf (Institut der Wirtschaftsprüfer in Deutschland e.V.) on terms reasonably acceptable to such Accounting Firm. 4.4.3 The Purchaser, the Sellers and the Accounting Firm shall be given reasonable access to all relevant records of the Group Companies to calculate the Cash, the Financial Indebtedness and the Net Working Capital as of the Closing Date. 4.4.4 The Sellers and the Purchaser will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters set forth in the Dispute Notice and to discuss such matters with the Accounting Firm. 4.4.5 The Accounting Firm shall be instructed to promptly deliver to the other Parties copies of all documents and other data made available to the Accounting Firm by the Sellers or the Purchaser, as applicable. 4.4.6 The Accounting Firm shall act as an expert (Schiedsgutachter, Section 3.1(a) and Section 3.1(d317 BGB), and not as an arbitrator, to calculate, based solely on the data contained in such written submissions by the Parties and not by independent investigation, the Cash, the Financial Indebtedness and/or the Net Working Capital as of the Closing Balance Sheet. The fees Date and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall instructed that its calculation (i) must be prepared made in accordance with the books standards and records of Sellerdefinitions in this Agreement, and (ii) with respect to each item in dispute, must be prepared in accordance with GAAP, applied consistently with within the accounting principles used to prepare annual financial statements range of Seller without regard to accounting practices that normally may be followed at interim dates; provided that values established for such item by the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet Dispute Notice and the Closing Schedule to review Financial Statements as prepared by the Closing Balance Sheet and the Closing Schedule and to agree or disagree as Purchaser. The Accounting Firm shall submit such calculation to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the ObjectionParties as soon as practicable, but if the Objection cannot be resolved by negotiation between the parties in any event within thirty (30) days Business Days after Purchaser's receipt the remaining issues in dispute are submitted to the Accounting Firm. Absent manifest errors, the determination by the Accounting Firm of the ObjectionCash, the Financial Indebtedness and/or the Net Working Capital as set forth in a written notice delivered to the Sellers and the Purchaser by the Accounting Firm in accordance with this Agreement will be binding and conclusive on the Parties (Section 319 para. 1 and 2 BGB shall not apply) and shall not be subject to any appeal. 4.5 Any difference between the Purchase Price and the Preliminary Purchase Price paid on the Closing Date shall be settled within ten (10) Business Days from the date upon which the determination of the final Purchase Price becomes binding in accordance with this Clause 4 and such difference shall be allocated to the Companies as set forth in Schedule 3.1.1. The Sellers shall repay to the Purchaser any payment made by the Purchaser in excess of the Purchase Price if applicable and, in the event the Purchase Price exceeds the Preliminary Purchase Price, the Purchaser shall cause pay to the Sellers an amount equivalent to the difference (a “Balancing Payment”). Any Balancing Payment shall be made into such account(s) as notified by the receiving Party together with interest thereon at a rate of 300 bps per annum above the three (3) months EURIBOR for equivalent amounts (as specified in and calculated according to Clause 3.9.2(i)) from and including the Closing Balance SheetDate up to and including the date of payment, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), such payment to be submitted to Deloitte & Touche, LLP made no later than ten (10) Business Days from the "Accounting Arbitrator"), date upon which shall review the Determination Materials and determine on a line item basis which determination of the positions asserted, either that asserted by Purchaser final Purchase Price becomes binding in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision")accordance with this Clause 4. (d) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety (90) 60 days following after the Closing Date, Purchaser Parent shall furnish prepare and deliver to the Seller Representative, Parent’s good faith proposed calculations (which calculations shall collectively be referred to herein as the “Proposed Closing Date Calculations”) of each of (A) the Net Working Capital, (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Funded Indebtedness, (D) the amount of Unpaid Transaction Expenses and (E) the Purchase Price, in each case, including reasonably detailed calculations of the components thereof and in a manner consistent with the definitions thereof. Parent agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. If Parent fails to deliver the Proposed Closing Date Calculations within such 60 day period, then, at the election of the Representative in its sole discretion, the Actual Adjustment shall be deemed to equal zero; provided, however, that the Representative reserves any and all other rights granted to it in this Agreement. (ii) If the Representative does not give written notice of any dispute (a “Purchase Price Dispute Notice”) to Parent within 30 days of receiving the Proposed Closing Date Calculations, the parties hereto agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Transaction Expenses and the Purchase Price, in each case, for purposes of determining the Actual Adjustment. Prior to the end of such 30‑day period, the Representative may accept the Proposed Closing Date Calculations by delivering written notice to that effect to Parent, in which case the Purchase Price will be finally determined when such notice is given. If the Representative gives a Purchase Price Dispute Notice to Parent within such 30‑day period, Parent and the Representative shall use commercially reasonable efforts to resolve the disputes during the 30‑day period commencing on the date Parent receives the Purchase Price Dispute Notice from the Representative. If the Representative and Parent do not agree upon a final resolution with respect to any disputed items within such 30‑day period, then the remaining items in dispute shall be submitted promptly to Deloitte, or, if such firm declines to be retained to resolve the dispute, another nationally‑recognized, independent accounting firm reasonably acceptable to Parent and the Representative (in either case, the “Accounting Firm”), Any item not specifically submitted to the Accounting Firm for evaluation shall be deemed final and binding on Parent and Representative (as set forth in the Proposed Closing Date Calculations, the Purchase Price Dispute Notice or as otherwise resolved in writing by Parent and the Representative). The Accounting Firm shall be requested to render a determination of each disputed item within 30 days after referral of the matter to such Accounting Firm, which determination, must be in writing and must set forth, in reasonable detail, the basis therefor and must be based solely on (i) audited statements the definitions and other applicable provisions of the Book Value of the Acquired Assets and Balance Sheet Liabilitiesthis Agreement, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final single presentation (which presentations shall be limited to the remaining items in dispute set forth in the Proposed Closing Date Calculations and Purchase Price Dispute Notice) submitted by each of Parent and Closing Net Asset Valuethe Representative to the Accounting Firm within 15 days after the engagement thereof (which the Accounting Firm shall forward to Parent or the Representative, respectivelyas applicable) and (iii) one written response submitted to the Accounting Firm within 10 Business Days after receipt of each such presentation (which the Accounting Firm shall forward to Parent or the Representative, as applicable), and not on independent review, which such determination shall be conclusive and binding on each party to this Agreement absent manifest error. The terms of appointment and engagement of the Accounting Firm shall be as reasonably agreed upon between the Representative and Parent, and any associated engagement fees shall be initially borne 50% by the Representative and 50% by Parent; provided that such fees shall ultimately be borne by Parent and the Representative in the same proportion as the aggregate amount of the disputed items that is unsuccessfully disputed by each such party (as determined by the Accounting Firm) bears to the total amount of the disputed items submitted to the Accounting Firm. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties hereto in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. The Accounting Firm will act as an expert and not as an arbitrator and will address only such items that are in dispute. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether such calculation was done in accordance with the respective formulas therefor terms hereof, the accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions or procedures used to prepare the Proposed Closing Date Calculations, and whether there were mathematical errors in the calculation of the Proposed Closing Date Calculations, and the Accounting Firm shall not make any other determination. The Accounting Firm shall resolve each disputed item by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the presentations (and, if applicable, the responses) delivered to the Accounting Firm pursuant to this Section 3.1(a2.9(b)(ii). The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.9(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Aggregate Option Exercise Price, Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Transaction Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment). (iii) The Surviving Corporation shall, and shall cause each of its Subsidiaries to, promptly make its financial records and personnel available to the Representative and its accountants and other representatives at reasonable times upon reasonable advance notice during the review by the Representative of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations. (iv) The parties hereto agree that the procedures set forth in this Section 3.1(d2.9(b) for resolving disputes with respect to the Proposed Closing Date Calculations shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Parent or the Representative from instituting litigation to enforce any final determination of the Purchase Price by the Accounting Firm pursuant to Section 2.9(b)(ii), based on the data contained or to compel any party to this Agreement to submit any dispute arising in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by connection with this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared 2.9 to the Accounting Firm pursuant to and in accordance with the books terms and records conditions of Sellerthis Section 2.9, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements any court or other tribunal of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined competent jurisdiction in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP9.17. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (d) The fees and expenses substance of the Accounting Arbitrator Firm’s determination shall not be shared by Seller and Purchaser in inverse proportion subject to review or appeal, absent a showing of fraud or manifest error. It is the amount in dispute for which each intent of the parties is successfulto this Agreement to have any final determination of the Purchase Price by the Accounting Firm proceed in an expeditious manner; provided, however, that any deadline or time period contained herein may be extended or modified by the written agreement of Parent and the Representative and the parties hereto agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Section 2.9(b).

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety (90) days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to Seller proposed good faith calculations of (A) the Net Working Capital (and corresponding Net Working Capital Adjustment), (B) the amount of Cash, (C) the amount of Closing Date Funded Indebtedness, (D) the amount of Unpaid Seller Expenses, (iE) audited statements the amount of Reimbursed CapEx, and (F) the Purchase Price based thereon (collectively, the “Proposed Closing Date Calculations”), in each case, including reasonably detailed calculations of the Book Value components thereof and prepared in a manner consistent with the definitions thereof. In furtherance of the Acquired Assets foregoing, Xxxxx acknowledges and Balance Sheet Liabilitiesagrees that the Accounting Principles are not intended to permit the introductions of different judgments, as of accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies from those used by the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and Group Companies. (ii) If Seller does not give written notice of any dispute (a “Purchase Price Dispute Notice”) to Buyer within forty-five (45) days of receiving the Proposed Closing Date Calculations, then Buyer and Seller agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital (and corresponding Net Working Capital Adjustment), Cash, Closing Date Funded Indebtedness, Unpaid Seller Expenses, Reimbursed CapEx and Purchase Price, in each case, for purposes of determining the Actual Adjustment. Prior to the end of such forty-five (45)-day period (or such longer period as may be extended in accordance with this paragraph), Seller may accept the Proposed Closing Date Calculations by delivering written notice to that effect to Buyer, in which case the Purchase Price will be finally determined when such notice is given. Any Purchase Price Dispute Notice must set forth in reasonable detail (x) any item on the Proposed Closing Date Calculations which Seller believes has not been prepared in accordance with this Agreement and (y) Seller’s alternative calculation of Final the Net Working Capital (and corresponding Net Working Capital Adjustment), the amount of Cash, the amount of Closing Date Funded Indebtedness, the amount of Unpaid Seller Expenses, the amount of Reimbursed CapEx and Purchase Price, as applicable. If Seller delivers a Purchase Price Dispute Notice to Buyer within such forty-five (45)-day period, (A) the Parties shall deliver joint written instructions to the Escrow Agent, instructing the Escrow Agent to deliver to Seller or Buyer, as the case may be, by wire transfer of immediately available funds, the undisputed portion of the Adjustment Escrow Amount and (B) Buyer and Seller shall use commercially reasonable efforts to resolve the dispute during the thirty (30)-day period commencing on the date Buyer receives the Purchase Price Dispute Notice from Seller. Any item set forth in the Proposed Closing Net Asset ValueDate Calculations and not objected to in the Purchase Price Dispute Notice shall be final and binding on the Parties and shall not be subject to court review or otherwise appealable. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30)-day period, respectivelythen the remaining items in dispute shall be submitted immediately to the dispute resolution group of Xxxx Xxxxx or if Xxxx Xxxxx refuses such submission, the dispute resolution group of a nationally-recognized, independent accounting firm reasonably agreed upon by Xxxxx and Seller (Xxxx Xxxxx or such agreed accounting firm, as applicable, the “Accounting Firm”), the determination of such Accounting Firm being conclusive and binding on the Parties and shall not be subject to court review or otherwise appealable. Any item not specifically submitted to the Accounting Firm for resolution shall be deemed final and binding on the Parties as set forth in the Purchase Price Dispute Notice, in the Proposed Closing Date Calculations (but only to the extent such item is not set forth in the Purchase Price Dispute Notice), or as otherwise resolved in writing by Buyer and Seller. The Accounting Firm shall be instructed, and Buyer and Seller shall (and Buyer shall cause the Group Companies to) use commercially reasonable efforts to cause the Accounting Firm, to render a determination (acting as an expert and not as an arbitrator) of the applicable dispute within forty-five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. In a potential dispute resolution procedure pursuant to this Section 2.4(b), all prior discussions related thereto shall, unless otherwise agreed by Xxxxxx and Buyer, be governed by Rule 408 of the Federal Rules of Evidence and neither Party may discuss, use or rely upon the other Party’s conduct or statements during such dispute resolution or in any communication with the Accounting Firm. In connection with the dispute resolution procedures set forth in this Section 2.4(b), Xxxxx and Seller agree to execute, if requested by the Accounting Firm, an engagement letter in customary form that is reasonable satisfactory to each of Buyer and Seller; provided, that in the event that either Buyer or Seller refuses to execute such an engagement letter or otherwise fails to cooperate with the other Party and the Accounting Firm in accordance with the respective formulas therefor dispute resolution procedures set forth in this Section 3.1(a2.4(b) and Section 3.1(d(as reasonably determined by the other Party), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 other Party shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared permitted to unilaterally engage the Accounting Firm to render a determination of the applicable dispute in accordance with the books procedures set forth in this Section 2.4(b) and records of the Accounting Firm shall be permitted to rely on any such unilateral engagement to the same extent as if the Accounting Firm were mutually engaged by Xxxxx and Seller, (ii) be prepared and Xxxxx and Seller agree that in accordance with GAAPthe event of any such engagement, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value determination of the Acquired Assets Accounting Firm with respect to such dispute shall be determined in accordance with Section 3.1(b) hereof conclusive and binding on the Balance Sheet Liabilities Parties and shall not be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses subject to the extent required by GAAP that court review or otherwise appealable. (A) affect or are related Within fifteen (15) days after the engagement of the Accounting Firm, Seller and Buyer shall submit their respective positions with respect to the Acquired Assets or items set forth in the Assumed LiabilitiesPurchase Price Dispute Notice in the form of a written report, a copy of which shall be delivered to the other Party upon submission to the Accounting Firm, and (B) are determined in accordance no ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings shall be conducted or allowed; provided, that at the Accounting Firm’s request, or as mutually agreed by Xxxxxx and Xxxxx, Xxxxxx and Xxxxx may meet with and based upon Seller's historical calculations of reserves for liabilities and losses the Accounting Firm so long as the same representatives of both Seller and Xxxxx are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves present. The Accounting Firm’s determination shall be determined instructed to be based solely on the written reports submitted to the Accounting Firm by Seller and Buyer and oral submissions by Seller and Buyer at meetings held in accordance compliance with GAAPthe prior sentence (i.e., not on independent review) and on the definitions and other terms included in this Agreement; provided, that in resolving a disputed item, the Accounting Firm may not assign a value to any particular item greater than the greatest value for such item or less than the smallest value for such item, in each case, claimed by Xxxxx or Seller in the written reports submitted to the Accounting Firm. In the absence of manifest error by the Accounting Firm and Fraud, the Accounting Firm’s decision with respect to the matters in dispute shall be final and binding on the Parties and shall not be subject to court review or otherwise appealable, and any Party may seek to enforce such decision in a court of competent jurisdiction. The Closing Balance Sheet Accounting Firm shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and complete its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of receiving the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser materials set forth in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"this Section 2.4(b)(ii)(A). (dB) The fees terms of appointment and expenses engagement of the Accounting Arbitrator Firm shall be shared as agreed upon between Seller and Buyer, and any associated engagement fees shall be initially borne 50% by Seller and Purchaser 50% by Buyer; provided, that the fees and disbursements of the Accounting Firm shall ultimately be allocated between Seller and Buyer in inverse the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such Party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. All other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the Party incurring such cost and expense. The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.4(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital (and corresponding Net Working Capital Adjustment), Cash, Closing Date Funded Indebtedness, Unpaid Seller Expenses, Reimbursed CapEx and Purchase Price, in each case, for which each all purposes hereunder (including the determination of the parties is successfulActual Adjustment). (iii) Buyer and the Company shall, and shall cause the Group Companies to, make their financial records, the Group Companies’ books and records and the working papers of Xxxxx’s accountants prepared in connection with preparation of the Proposed Closing Date Calculations, as well as the employees of the Group Companies, reasonably available to Seller and its accountants and other representatives (and Seller and its accountants and other representatives shall be permitted to make copies as they see reasonably necessary) at regular business hours, in such a manner as to not interfere with the normal operation of Buyer or any of the Group Companies (subject to the execution of customary work paper access letters, if requested) solely for the purpose of assisting Seller and its accountants and other Representatives in its review of the Proposed Closing Date Calculations and any objections or disputes with respect thereto.

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable after the Closing Date, but in no event later than ninety the sixtieth (9060th) days day following the Closing Date, the Sellers (with the cooperation of Purchaser) shall prepare and deliver to Purchaser shall furnish to a schedule (the Seller (i"Adjustment Schedule") audited statements in substantially the form of Schedule 1.4 attached hereto, prepared in the Book Value of same manner as the Acquired Assets and Preliminary Closing Date Balance Sheet Liabilities, and showing the Adjusted Net Tangible Assets as of the Effective Time (Closing Date, as well as the "difference between Adjusted Net Tangible Assets as of the Closing Balance Sheet"), prepared by Purchaser Date and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Adjusted Net Asset Value, respectively, in accordance with the respective formulas therefor Tangible Assets set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Preliminary Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Date Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"which is $1,654,801.00). (b) Representatives Purchaser shall promptly review the Adjustment Schedule and, not later than ten (10) Business Days after receipt thereof, shall either inform the Sellers in writing either that it is satisfied with the Adjustment Schedule as so prepared or communicate to the Sellers in writing any comments or questions it may have regarding the calculation of Adjusted Net Tangible Assets set forth therein. The Sellers shall promptly respond to any such questions or comments and the parties shall use all reasonable efforts to agree in good faith upon the final calculation of Adjusted Net Tangible Assets. In the event the parties are not able to agree upon the final calculation of Adjusted Net Tangible Assets within twenty (20) Business Days following receipt by Purchaser of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Adjustment Schedule, then the Seller shallparties shall execute a joint letter of representation engaging the Independent Accountant (defined below) to hear the parties' respective proposed calculations of Adjusted Net Tangible Assets within ten (10) Business Days of such engagement, and to resolve the dispute within twenty (20) Business Days of such thirty (30) day period, deliver engagement in a manner consistent with this Agreement by delivery of a written objection letter to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve Sellers setting forth the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after PurchaserIndependent Accountant's receipt determination of the Objectionitem or items in dispute (which may be the amount as submitted by either party, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"or may be a different amount), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted . The written determination so delivered by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination Independent Accountant shall be final and conclusive (binding on the "Arbitration Decision"). (d) The fees parties and expenses shall be used to calculate the Adjusted Net Tangible Assets as of the Accounting Arbitrator Closing Date in accordance with the definition thereof. For purposes hereof, "Independent Accountant" shall be shared by Seller and Purchaser in inverse proportion to mean BDO Seidman, LLP, or if the amount in dispute for which each services of the parties is successful.BDO Seidman, LLP are not avaixxxxx, then J.

Determination of Final Purchase Price. (ai) Not As soon as reasonably practicable, but no later than ninety sixty (9060) days following after the Closing Date, Purchaser the Buyers shall furnish cause their accountants to prepare and deliver to DDD a statement (the Seller (i) audited statements “Closing Statement”), setting forth the Buyers’ good faith determination of the Book Value actual amounts of the Acquired Assets and Balance Sheet LiabilitiesClosing Current Assets, as of the Effective Time (the "Closing Balance Sheet")Assumed Liability Amount, prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) together with a calculation of Final the Purchase Price and Closing Net Asset Valuebased thereon, respectively, each prepared in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheetreasonable detail. The fees and expenses Buyers shall cause the Closing Statement to be delivered to DDD together with, upon DDD’s reasonable request, copies of KPMG in carrying out the work called for papers, back-up materials and other documents utilized by this Section 3.3 shall be borne by Purchaserthe Buyers in their preparation of the Closing Statement. The Closing Balance Sheet Statement and the determinations and calculations contained therein shall (i) be prepared in accordance with the books and records of Sellerthis Agreement, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with including Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"2.03(e). (bii) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have If, within thirty (30) days from the date of its following receipt by DDD of the Closing Balance Sheet Statement, DDD does not deliver written notice (an “Objection Notice”) to the Buyers setting forth any and all items of disagreement related to the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing ScheduleStatement (each, an “Objection”), then the Seller shallClosing Statement shall be final, conclusive and binding on the Parties. In addition, any amount, determination or calculation contained in the Closing Statement and not specifically disputed in a timely delivered Objection Notice shall be final, conclusive and binding on the Parties. If an Objection Notice is delivered within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, Buyers and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller DDD shall negotiate in good faith to resolve each Objection. The Parties acknowledge and agree that the ObjectionFederal Rules of Evidence Rule 408 shall apply during such period of negotiation and any subsequent dispute arising therefrom. If the Buyers and DDD, notwithstanding such good faith efforts, fail to resolve any Objections within fifteen (15) days after delivery of an Objection Notice, then Buyers and DDD shall jointly engage an independent accounting firm mutually agreeable to the Parties (the “Accounting Firm”) to resolve such unresolved Objections (acting as an expert and not an arbitrator) in accordance with this Agreement (including Section 2.03(e)) as soon as practicable thereafter (but if the Objection cannot be resolved by negotiation between the parties in any event within thirty (30) days after Purchaser's receipt engagement of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"Firm). (diii) In rendering any decision hereunder, the Accounting Firm shall adhere to and be bound by the provisions of this Section 2.03 and the definitions set forth in this Agreement (and not on independent review), and no ex parte conferences, testimony, depositions, discovery or other form of evidence gathering or hearings shall be conducted or allowed. The Buyers and the Sellers shall, and shall cause their respective Affiliates and representatives to, cooperate in good faith with the Accounting Firm, and shall give the Accounting Firm access to all data and other information it reasonably requests for purposes of such resolution. The Buyers and DDD shall direct the Accounting Firm to deliver a written report containing its calculation of the unresolved Objections within the timeframes set forth above. In no event shall the Accounting Firm resolve that any Objection is more than the highest or less than the smallest amount submitted by the Buyers and DDD. All Objections that are resolved between the Buyers and DDD, or are determined by the Accounting Firm, will be final, conclusive and binding on the Parties absent manifest error. One hundred percent (100%) of the costs and expenses of the Accounting Firm shall be paid by the Party in whose favor the Accounting Firm resolves the fewest number (by value) of Objections (i.e., “baseball-style arbitration”); provided, that in the event the Accounting Firm resolves an equal number (by value) of Objections in favor of the Buyers as the Accounting Firm resolves in favor of the Sellers, then the Buyers, jointly and severally, shall bear 50% of the fees and expenses of the Accounting Arbitrator Firm and Sellers, jointly and severally, shall be shared by Seller bear the other 50% of such fees and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successfulexpenses.

Determination of Final Purchase Price. (ai) Not later than ninety Within seventy-five (9075) days following after the Closing Date, Purchaser Buyer shall furnish deliver to Seller a proposed good faith calculation (the Seller “Closing Statement”) of: (iA) audited statements the Net Working Capital Adjustment (the “Closing Date Net Working Capital Adjustment”), (B) the Closing Cash (the “Closing Date Cash”), (C) Excess Closing Cash (the “Excess Closing Cash Calculation”), and (D) Buyer’s calculation of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time Purchase Price (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final “Purchase Price Calculation”). The Closing Statement, and Closing Net Asset Valueeach element thereof, respectively, shall be calculated in accordance with the respective formulas therefor set forth in Section 3.1(a) Company’s standard accounting practices and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for be accompanied by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, reasonable supporting detail. (ii) be prepared in accordance with GAAP, applied consistently with During the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its immediately following Seller’s receipt of the Closing Balance Sheet Statement (the “Review Period”), Seller shall have reasonable access, during normal business hours upon reasonable notice, and in a manner so as to not interfere with the normal business operations of Seller or Buyer or any of their Affiliates, to the working papers used in connection with Buyer’s preparation of the Closing Schedule Statement. Seller may, on or prior to review the last day of the Review Period, give written notice of any disagreement with Buyer’s proposed Purchase Price Calculation or the Excess Closing Cash Calculation (a “Notice of Disagreement”) to Buyer. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of each disagreement so asserted as well as the reasonable basis thereof along with relevant supporting documentation and calculations (the “Disputed Items”). Unless Seller provides a Notice of Disagreement on or prior to the last day of the Review Period, (A) the Closing Balance Sheet and Date Net Working Capital Adjustment shall be deemed to set forth the final Net Working Capital Adjustment, (B) the Closing Schedule Date Cash shall be deemed to set forth the final Closing Date Cash, (C) the Excess Closing Cash Calculation shall be deemed to set forth the final Excess Closing Cash and to agree or disagree as to (D) the Final Purchase Price reflected thereonCalculation shall be deemed to set forth the final Purchase Price. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedulea timely Notice of Disagreement is received by Buyer, then the Closing Statement (as revised as contemplated in clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date Buyer and Seller shallresolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters specified in the Notice of Disagreement and remaining in dispute are finally resolved in writing by the Independent Auditor (as defined below); provided, within that, for purposes of clarity, any items that are not so disputed on the Notice of Disagreement shall become final and binding upon the parties on the last day of the Review Period. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any Disputed Item. If, at the end of such thirty (30) day period, deliver any Disputed Item specified in the Notice of Disagreement has not been resolved by Seller and Buyer, Seller and Buyer shall submit such Disputed Items to a written objection to Purchaser mutually agreeable independent accounting firm (the “Independent Auditor”) for review and resolution of any such Disputed Items which shall specify remain in reasonable detail dispute (including such party’s proposed resolution thereof) and which were included in the basis for Notice of Disagreement. If the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser Buyer and the Seller are unable to agree on the choice of an Independent Auditor, they shall negotiate select a nationally recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The terms of appointment and engagement of the Independent Auditor shall be as agreed upon between Seller and Buyer (it being understood that the Independent Auditor shall consider only those Disputed Items as to which there is disagreement as set forth in good faith the Notice of Disagreement and that the Independent Auditor shall be functioning as an expert and not as an arbitrator). The Independent Auditor shall be required to resolve render a determination of the Objection, but if the Objection cannot be resolved by negotiation between the parties applicable dispute within thirty (30) days after Purchaser's receipt referral of the ObjectionDisputed Items to the Independent Auditor, Purchaser shall cause the Closing Balance Sheetwhich determination must be in writing and must set forth, in reasonable detail, the Closing Schedulebasis therefor. In making its determination regarding such applicable dispute, the ObjectionIndependent Auditor shall select, and all work papers related thereto (collectivelywith respect to each item in dispute, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser an amount between Buyer’s position as set forth in the Closing Balance Sheet Statement and Closing Schedule Seller’s position as set forth in the Notice of Disagreement or equal to either such amount. In connection with the resolution of any dispute, the parties shall provide the Independent Auditor with access to all documents and work papers necessary to make its determination. (iii) The fees and disbursements of the Independent Auditor shall be borne by (A) Buyer in the proportion that asserted the aggregate dollar value of the Disputed Items submitted to the Independent Auditor that are unsuccessfully disputed by Buyer bears to the aggregate value of all such items so disputed and (B) by Seller in the Objection, is proportion that the more correct per line item, and notify aggregate dollar value of the parties in writing of its determination based upon Disputed Items submitted to the net amount Independent Auditor that are unsuccessfully disputed by Seller bears to the aggregate value of all line such items disputed within thirty (30) days following so submitted. The determination as to each Disputed Item as determined by agreement of Buyer and Seller or by the receipt of the Determination Materials, which determination Independent Auditor shall be final and conclusive binding on the parties hereto. The Purchase Price and Excess Closing Cash as finally determined pursuant to clauses (the "Arbitration Decision"). i) and (dii) The fees and expenses of the Accounting Arbitrator this Section 1.5(c) shall be shared by Seller referred to herein as the “Final Purchase Price” and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful“Final Excess Closing Cash,” respectively.

Determination of Final Purchase Price. (ai) Not As soon as reasonably practicable, but no later than ninety (90) sixty days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to the Seller Representative a statement (ithe “Closing Statement”) audited statements setting forth Buyer’s good faith determination of the Book Value actual amounts of Closing Working Capital, the Acquired Assets Net Working Capital Adjustment, Closing Cash, Closing Indebtedness and Balance Sheet LiabilitiesCompany Expenses, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) together with a calculation of Final the Purchase Price and Closing Net Asset Value, respectivelybased thereon, in accordance with each case, including reasonably detailed calculations of the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchasercomponents thereof. The Closing Balance Sheet Statement and the determinations and calculations contained therein shall (i) be prepared in accordance with this Agreement, including the books and records of Seller, Accounting Principles. (ii) Within forty-five days following receipt by the Seller Representative of the Closing Statement (the “Seller Review Period”), the Seller Representative may deliver a written notice (an “Objection Notice”) to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement. Such Objection Notice shall (to the extent that Buyer has complied with (or been relieved of) its obligations under Section 2.3(c) or the Seller Representative otherwise has possession of any such information or reasonable access to any such information from any of its Affiliates or its or their advisors) describe in reasonable detail the items contained in the Closing Statement with which the Seller Representative disagrees; provided, however, that the Objection Notice shall include only objections (A) based on the failure of the calculations set forth in the Closing Statement to be prepared in accordance a manner consistent with GAAPthis Agreement or the Accounting Principles or mathematical errors in the computation of any amount set forth in the Closing Statement, applied consistently with or (B) on the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided basis that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and Seller Representative (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that Buyer has not complied with (Anor been relieved of) affect or are related to the Acquired Assets or the Assumed Liabilities, and (Bits obligations under Section 2.3(c) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide Representative does not otherwise have possession of such information or reasonable access to such information from any of its Affiliates or its or their advisors) has not been provided with adequate information to understand and evaluate the differences between the calculations contained in the Estimated Closing Statement, on the one hand, and the calculations contained in the Table of Contents Closing Statement (and/or components thereof), on the other hand, pursuant to the books and records which are under their respective control Section 2.3(c). Any amount, determination or custody which are necessary to prepare calculation contained in the Closing Balance Sheet Statement and will cause their respective accountants to provide access to work papers. (c) The Seller not specifically disputed in a timely delivered Objection Notice shall have thirty (30) days from be final, conclusive and binding on the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereonParties. If the Seller Representative does not agree timely deliver an Objection Notice with the Final Purchase Price reflected on respect to the Closing Balance Sheet or the Closing Schedule, then the Seller shall, Statement within such thirty (30) forty-five day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for Closing Statement will be final, conclusive and binding on the objection on a line item basisParties. If an Objection Notice is timely delivered within such forty-five day period, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser Buyer and the Seller Representative shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”). The Parties acknowledge and agree that the ObjectionFederal Rules of Evidence Rule 408 and any similar state rules shall apply to the Seller Representative (and any of its Representatives) and Buyer (and any of its Representatives) during any such negotiations and any subsequent dispute arising therefrom. If Buyer and the Seller Representative, but notwithstanding such good faith efforts, fail to resolve any Objections within fifteen Business Days after the Seller Representative delivers an Objection Notice, then Buyer and the Seller Representative shall jointly engage the dispute resolution group of BDO USA, LLC or, if such firm declines to be retained to resolve the dispute, the dispute resolution group of another internationally-recognized, independent accounting firm reasonably acceptable to the Seller Representative and Buyer (in either case, the “Accounting Firm”) to resolve such disputes (acting as an expert and not an arbitrator) in accordance with this Agreement (including the Accounting Principles) as soon as practicable thereafter. Buyer and the Seller Representative shall use reasonable best efforts to cause the Accounting Firm to deliver a written report containing its calculation of the disputed Objections (which calculation shall be within the range of dispute between the Closing Statement and the Objection Notice) within the thirty day period after its engagement. The Accounting Firm shall make a final determination of each Objection based solely on (A) the definitions and other applicable provisions of this Agreement (and shall not conduct an independent investigation), (B) a single written presentation submitted by each of Buyer and the Seller Representative (which the Accounting Firm shall be instructed to distribute to Buyer and the Seller Representative upon receipt of both such presentations) and (C) one written response of Buyer and the Seller Representative to each such presentation so submitted (which the Accounting Firm shall be instructed to distribute to Buyer and the Seller Representative upon receipt of such responses). For the avoidance of doubt, neither Buyer nor the Seller Representative shall have any ex parte communications with the Accounting Firm relating to this Section 2.3(b) or this Agreement. All Objections that are resolved between the Parties or are determined by the Accounting Firm will be final, conclusive and binding on the Parties, absent manifest error or fraud. The costs and expenses of the Accounting Firm shall be borne by the party (i.e., Buyer, on the one hand, or Seller Representative, on the other hand), that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Accounting Firm (and, if the Objection cannot parties’ assigned amounts were equidistant from the amount finally determined, then such costs and expenses shall be resolved by negotiation between borne equally). For example, if the parties within thirty (30) days after Purchaser's receipt Seller Representative challenges the calculation of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser Purchase Price contained in the Closing Balance Sheet Statement by an aggregate amount of $100,000, and Closing Schedule or the Accounting Firm determines that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt Representative has a valid claim for $60,000 of the Determination Materials$100,000 challenged, which determination then Buyer shall be final and conclusive bear one-hundred percent (100%) of the "Arbitration Decision"). (d) The fees and expenses of the Accounting Arbitrator Firm and the Seller Representative shall bear none of such fees and expenses. Table of Contents (iii) The Parties agree that the procedures set forth in this Section 2.3(b) for resolving disputes with respect to the Closing Statement (or the calculations therein) shall be shared the sole and exclusive method for resolving any such disputes and none of the Parties or any of their Affiliates shall have any claim against any other Party or their Affiliates in respect thereof; provided, however, that this provision shall not prohibit the Seller Representative or Buyer, as applicable, from instituting litigation to enforce any final determination of the Purchase Price by Seller and Purchaser the Accounting Firm pursuant to Section 2.3(b)(ii), or to compel any Party to submit any dispute arising in inverse proportion connection with this Section 2.3(b) to the amount Accounting Firm pursuant to and in dispute for which each accordance with the terms and conditions of this Section 2.3, in any court or other tribunal of competent jurisdiction in accordance with Section 10.15. The substance of the parties Accounting Firm’s determination shall not be subject to review or appeal, absent a showing of manifest error or fraud. It is successfulthe intent of the Parties to have any final determination of the Purchase Price by the Accounting Firm proceed in an expeditious manner; provided, however, any deadline or time period contained herein may be extended or modified by the written agreement of the Seller Representative and Buyer, and the Parties agree that the failure of the Accounting Firm to conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Section 2.3(b).

Determination of Final Purchase Price. (a) Not later than ninety (90) days following the Closing Date, Purchaser shall furnish to the Seller (i) audited statements As soon as reasonably practicable, but no later than forty-five (45) days after the Closing Date (the “Closing Statement Date”), Buyer shall prepare and deliver to Seller a written statement (the “Closing Statement”) setting forth Buyer’s good faith determination of the Book Value actual amounts, with respect to all Purchased Assets, of (1) the Adjustment Amount (which calculations shall be consistent with the principles and methodologies described in Exhibit D), together with a calculation of the Acquired Assets Purchase Price based thereon and Balance Sheet Liabilities, (2) the Shortfall Amount (provided that the Shortfall Amount shall be calculated excluding any unreconciled items relating to the balances of any Custodial Accounts and Related Escrow Accounts) (the “Closing Statement Date Shortfall Amount”). No later than the earlier of (x) the one-year anniversary of the Closing Statement Date and (y) the date on which all unreconciled items as of the Effective Time Closing related to the balances of the Custodial Accounts and Related Escrow Accounts have been reconciled, Buyer shall prepare and deliver to Seller a written statement (the "Closing Balance Sheet"“Shortfall Statement”) setting forth Buyer’s good faith determination of the Shortfall Amount after giving effect to the reconciliation of all such items (the “Definitive Shortfall Amount”), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet Statement, the Shortfall Statement and the determinations and calculations contained therein shall (i) be prepared in accordance with this Agreement, including Exhibit D. If Buyer does not deliver the books Closing Statement to Seller by the Closing Statement Date, then Seller may prepare and records present the Closing Statement within an additional forty-five (45) days thereafter. In the event that Seller agrees with Buyer’s determination of Sellerthe actual amounts of the Adjustment Amounts (together with a calculation of the Purchase Price based thereon) and the Closing Statement Date Shortfall Amount and the Definitive Shortfall Amount, Seller shall promptly notify Buyer in writing, and following such notice the Closing Statement or Shortfall Statement, as applicable, will be final, conclusive and binding on the Parties and not subject to further review. (ii) In the event that Seller objects to all or any portion of the Buyer’s determination of the actual amounts of the Adjustment Amounts (together with a calculation of the Purchase Price based thereon), the Closing Statement Date Shortfall Amount or the Definitive Shortfall Amount set forth in the Closing Statement or the Shortfall Statement, as applicable, then Seller shall, within forty-five (45) days, following receipt by Seller of the Closing Statement or the Shortfall Statement, as applicable, deliver written notice (an “Objection Notice”) to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement or the Shortfall Statement, as applicable, setting forth, in reasonable detail, each disputed item or amount and the basis for Seller’s disagreement therewith, together with supporting calculations. Matters as to which Seller may submit disagreements (and Objection Notices) shall be prepared limited to whether the Closing Statement or the Shortfall Statement, as applicable, delivered by Buyer was accurate and whether the Buyer’s determination of the actual amounts of the Adjustment Amount (together with a calculation of the Purchase Price based thereon), the Closing Statement Date Shortfall Amount or the Definitive Shortfall Amount were properly calculated in accordance with GAAPthis Agreement, applied consistently with including Exhibit D, and Seller shall not be entitled to submit disagreements on any other basis. Any amount, determination or calculation contained in the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that Closing Statement or the Book Value of the Acquired Assets Shortfall Statement, as applicable, and not specifically disputed in a timely delivered Objection Notice shall be determined final, conclusive and binding on the Parties and not subject to further review. If Seller does not timely deliver an Objection Notice with respect to the Closing Statement or the Shortfall Statement, as applicable, within such forty-five (45) day period, the Closing Statement will be deemed final, conclusive and binding on the Parties and not subject to further review. If an Objection Notice is timely delivered within such forty-five (45) day period, Buyer and Seller shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”). If Buyer and Seller, notwithstanding such good faith efforts, fail to resolve any Objections within fifteen (15) days after Seller delivers an Objection Notice, then Buyer and Seller shall jointly engage PricewaterhouseCoopers (the “Accounting Firm”) to resolve such disputes (acting as an expert and not an arbitrator) in accordance with Section 3.1(bthis Agreement (including Exhibit D) hereof and the Balance Sheet Liabilities shall be determined as soon as practicable thereafter (but in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have event within thirty (30) days from the date of its receipt after engagement of the Accounting Firm). Buyer and Seller shall cause the Accounting Firm to deliver a written report containing its calculation of the disputed Objections (which calculation shall be within the range of dispute between the Closing Balance Sheet Statement or the Shortfall Statement, as applicable, and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, applicable Objection Notice) within such thirty (30) day period. For the avoidance of doubt, deliver a written objection the Accounting Firm shall not review any accounts or make any determination with respect to Purchaser which any matter other than those matters specifically set forth in the applicable Objection Notice that remain in dispute. All Objections that are resolved between the Parties or are determined by the Accounting Firm will be final, conclusive and binding on the Parties and shall specify in reasonable detail the basis for the objection on a line item basis, not be subject to further review absent manifest error. The fees and a computation disbursements of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller Accounting Firm shall negotiate in good faith be allocated to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objectionsame proportion that the aggregate amount of such remaining disputed items so submitted to the Accounting Firm that is unsuccessfully disputed by Seller (as finally determined by the Accounting Firm) bears to the total amount of such remaining disputed items so submitted, is the more correct per line itemif any, and notify the parties in writing of balance shall be paid by Buyer. Buyer and Seller shall enter into an engagement letter with the Accounting Firm promptly after its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materialsretention, which determination shall be final includes customary indemnification and conclusive (the "Arbitration Decision"). (d) other customary provisions. The fees and expenses of Seller and its representatives incurred in connection with the Accounting Arbitrator Closing Statement or the Shortfall Statement, as applicable, and any Objections shall be shared borne by Seller Seller, and Purchaser the fees and expenses of Buyer and its representatives incurred in inverse proportion to connection with the amount in dispute for which each of Closing Statement or the parties is successfulShortfall Statement, as applicable, and any Objections shall be borne by Buyer.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety sixty (9060) days following after the Closing Date, Purchaser Buyer shall furnish prepare (and deliver to Sellers’ Representative) a certificate setting forth Buyer’s good faith proposed calculation of the Purchase Price, together with Buyer’s good faith proposed calculations of the Net Working Capital Adjustment and the amounts of Cash and Cash Equivalents, Closing Date Funded Indebtedness and Seller Expenses, in each case, including the components thereof and in a manner consistent with the definitions thereof (including, with respect to the Seller (i) audited statements calculation of the Book Value Closing Date Funded Indebtedness, the terms of Exhibit A, and with respect to the calculation of the Acquired Assets and Balance Sheet LiabilitiesNet Working Capital Adjustment, the terms of Exhibit B) (which calculations shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”). Notwithstanding anything to the contrary set forth herein, if Buyer fails to timely deliver any of the Effective Time (Proposed Closing Date Calculations, then, at the "Closing Balance Sheet")election of Sellers’ Representative in its sole discretion, prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) Sellers’ Representative may retain a nationally or regionally recognized independent accounting firm to provide an audit of the Group Companies’ books, review the calculation of Final the Estimated Purchase Price and Closing Net Asset Value, respectively, in accordance make any adjustments necessary thereto consistent with the respective formulas therefor set forth in provisions of this Section 3.1(a) and Section 3.1(d2.4(b), based the determination of such accounting firm being conclusive and binding on the data contained Parties; provided, however, that Sellers reserve any and all rights granted to it in this Agreement. In connection with the foregoing, each Group Company shall, and shall cause each other Group Company to, make its financial records available to such Closing Balance Sheet. The accounting firm in connection with its services and all fees and expenses of KPMG in carrying out the work called for by this Section 3.3 such accounting firm shall be borne paid by PurchaserBuyer. The Notwithstanding Sellers’ right to dispute the Proposed Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used Date Calculations pursuant to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c2.4(b)(ii), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that if (A) affect or are related the Proposed Closing Date Calculations provide that the Purchase Price is greater than the Estimated Purchase Price, then within three (3) Business Days after the date Buyer delivers to Sellers’ Representative the Proposed Closing Date Calculations, Sellers’ Representative and Buyer shall deliver joint written instructions to the Acquired Assets Escrow Agent instructing the Escrow Agent to distribute all funds in the Adjustment Escrow Account to Sellers’ Representative, or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided Proposed Closing Date Calculations provide that if any of the foregoing deviate from GAAPEstimated Purchase Price is greater than the Purchase Price, then such reserves within three (3) Business Days after the date Buyer delivers to Sellers’ Representative the Proposed Closing Date Calculations, Sellers’ Representative and Buyer shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing deliver joint written instructions to the differenceEscrow Agent instructing the Escrow Agent EAST\134549672.25 18 to distribute to Sellers’ Representative an amount equal to (I) the Adjustment Escrow Amount, if any, minus (II) the difference between the Estimated Purchase Price and the Final Purchase Price, Price (as determined from calculated in the Proposed Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"Date Calculations). (bii) Representatives If Sellers’ Representative does not give written notice of the Seller shall receive not less than five any dispute (5a “Purchase Price Dispute Notice”) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have Buyer within thirty (30) days from of timely receiving the date of its receipt Proposed Closing Date Calculations, the Parties each agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital Adjustment, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment); provided, however, that in the event that Sellers’ Representative reasonably requests additional materials from Buyer in order to evaluate the Proposed Closing Balance Sheet Date Calculations and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller Buyer does not agree with the Final Purchase Price reflected on the Closing Balance Sheet provide such materials within five (5) days of Holdings Seller’s request thereof (or the Closing Schedule, then the Seller shall, within such shorter period as may remain in such thirty (30) day period), deliver such thirty (30) day period shall be extended by one (1) day for each additional day required for Buyer to fully respond to such request. If Sellers’ Representative delivers a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectivelyDispute Notice to Buyer within such 30-day period, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser Buyer and the Seller Sellers’ Representative shall negotiate in good faith use commercially reasonable efforts to resolve the Objectiondispute during the 30-day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Sellers’ Representative and all such discussions related thereto shall (unless otherwise agreed by Buyer and Sellers’ Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state Law or rule. If Sellers’ Representative and Buyer do not agree upon a final resolution with respect to any disputed items contained in such Purchase Price Dispute Notice within such 30-day period, but if then Sellers’ Representative and Buyer shall engage, and such remaining items in dispute shall be submitted immediately to, a nationally or regionally recognized accounting firm mutually acceptable to Buyer and Sellers’ Representative. If Buyer and Sellers’ Representative are unable to agree on the Objection cannot choice of such accounting firm within ten (10) Business Days after the expiration of the aforementioned 30-day period, then Buyer and Sellers’ Representative shall select a nationally or regionally recognized accounting firm by lot (after excluding their respective regularly used accounting firms). The accounting firm so agreed to or selected (the “Accounting Firm”) shall be resolved by negotiation between required to render a determination of the parties applicable dispute within thirty (30) days after Purchaser's receipt referral of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), matter to be submitted to Deloitte & Touche, LLP (the "such Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination MaterialsFirm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The sole task of the Accounting Firm shall be to resolve the disputed items by setting forth a value, for each disputed item, which value shall not be in excess of, nor less than, the greatest or lowest value, respectively, set forth in the Purchase Price Dispute Notice or the Proposed Closing Date Calculations. Neither Buyer nor the Sellers’ Representative shall have any ex parte conversations or meetings with the Accounting Firm without the prior consent of the other Party. Such determination of the Accounting Firm shall be conclusive and binding upon the Parties for all purposes hereunder (including the determination of the Actual Adjustment). The Proposed Closing Date Calculations shall be revised, if necessary, as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.4(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and conclusive Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the "Arbitration Decision"determination of the Actual Adjustment). The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50% EAST\134549672.25 19 by Sellers’ Representative and 50% by Buyer; provided that such fees shall ultimately be borne by Buyer on the one hand and Sellers, on the other hand, in the same proportion as the aggregate amount of the disputed items that is unsuccessfully disputed by each such party (as determined by the Accounting Firm) bears to the total amount of the dispute items submitted to the Accounting Firm. (diii) The fees Company and expenses of the Blocker shall, and shall cause each other Group Company to, make its financial records and personnel available to Sellers’ Representative, its accountants and other representatives and the Accounting Arbitrator shall be shared Firm at reasonable times during the review by Seller Sellers’ Representative and Purchaser in inverse proportion to the amount in dispute for which each Accounting Firm of, and the resolution of any objections with respect to, the parties is successfulProposed Closing Date Calculations.

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable following the Cut-Off Date but in no event later than ninety forty five (9045) calendar days following the Closing Cut-off Date, Purchaser shall furnish prepare and deliver to Seller a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Purchase Price, which shall include Purchaser’s good faith calculation of each of (w) the aggregate Closing Date Indebtedness amounts paid by Purchaser pursuant to Section 2.3(a)(iii)), (x) the aggregate amount of the Transaction Expenses, (y) the Minimum Tangible Net Equity and (z) Closing Date Tangible Net Equity (with such Minimum Tangible Net Equity and Closing Date Tangible Net Equity being prepared in the format of the Reference Tangible Net Equity Schedule). Purchaser shall prepare the Initial Closing Statement solely in accordance with this Agreement and the Accounting Principles; provided, that Minimum Tangible Net Equity and Closing Date Tangible Net Equity shall be calculated in accordance with the definitions and principles described in the definition of “Minimum Tangible Net Equity” and the Reference Minimum Tangible Net Equity Schedule. (b) Seller will be entitled to review the Initial Closing Statement during the forty-five (45) day period beginning on the date Seller receives the Initial Closing Statement. During such forty-five (45) day period, (subject to the execution of a customary confidentiality agreement with the Companies and customary work paper access letters, if requested) Seller (i) audited statements and its Representatives will have reasonable access to the books and records of the Book Value of the Acquired Assets and Balance Sheet LiabilitiesCompanies, as of the Effective Time (the "Closing Balance Sheet"), to work papers prepared by Purchaser and reported upon Purchaser’s Representatives to the extent they relate to the Initial Closing Statement, and to such historical financial information relating to the Initial Closing Statement as Seller may reasonably request and will be entitled to meet with Representatives of Purchaser on a mutually convenient basis in order to obtain and discuss such information; provided, that such access does not interrupt the normal course of the Business. At or prior to the end of such forty-five (45) day period, Seller shall either: (i) deliver a notice to Purchaser confirming that no adjustments are proposed by KPMG Peat Marwick LLP Seller to Purchaser’s calculation of the Purchase Price or any of its components, as set forth on the Initial Closing Statement ("KPMG") and a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the effect that Seller disagrees with Purchaser’s calculation of the Purchase Price 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 Seller’s view, should be made to the calculation of the Purchase Price or any of its components, as applicable, in order to comply with this Agreement and the Accounting Principles (collectively, the “Proposed Adjustments”) (it being understood that (x) any items or components set forth on the Initial Closing Statement that are not subject to a Notice of Disagreement shall be deemed accepted by Seller and shall be final and binding on the Parties and (y) any items or components set forth in the Estimated Closing Statement or the Initial Closing Statement shall be subject to a Notice of Disagreement at the election of Seller even if such items or components were included in the Estimated Closing Statement by Seller pursuant to Section 3.2); provided, however, that if Seller fails to deliver a Notice of Acceptance or a Notice of Disagreement within such forty-five (45) day period, then the calculation of the Purchase Price as set forth in the Initial Closing Statement shall be deemed accepted by Seller and shall be final and binding on the Parties as the “Final Purchase Price.” (c) If there are any Proposed Adjustments, Purchaser shall, no later than thirty (30) calendar days after Purchaser’s receipt of the Notice of Disagreement, notify Seller whether Purchaser accepts or rejects each such Proposed Adjustment. Thereafter, Seller and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments; provided, that, all such discussions and communications related thereto shall (unless otherwise agreed by Purchaser and Seller in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments,” and the aggregate difference between the Parties’ respective calculations of the Purchase Price resulting from the Unresolved Adjustments, the “Unresolved Balance”) within thirty (30) calendar days after Purchaser’s notice to Seller of its rejection of any Proposed Adjustments (or such longer period as the Parties may mutually agree in writing), then, at the request of either Seller or Purchaser, the Unresolved Adjustments will be submitted to KPMG LLP or, if such firm is unable or unwilling to act, to a mutually agreed nationally recognized firm with no material relationships with 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 acknowledges and agrees that the Accounting Firm shall function solely as an expert and not an auditor. 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 Seller, and shall make available to the Accounting Firm the books and records of the Companies, work papers prepared by Purchaser, Seller, or their respective Representatives to the extent they relate to the Initial Closing Statement or the Notice of Disagreement, as the case may be, and other historical financial information relating to the Initial Closing Statement, in each case as the Accounting Firm may request. The scope of the review by the Accounting Firm will be limited to: (i) a disposition of the Unresolved Adjustments through a strict application of the definitions, other applicable provisions of this Agreement and the Accounting Principles; (ii) based on its determination of the matters described in clause (i) and all items and amounts that were previously accepted or agreed upon or deemed agreed upon by the Parties in accordance with this Section 3.3, as applicable, a calculation of Final the Purchase Price Price, including each of its components; and Closing Net Asset Value, respectively, (iii) an allocation of the fees and expenses of the Accounting Firm determined in accordance with the formula specified below in this Section 3.3(c). The Accounting Firm may, at its discretion, conduct a conference concerning the Unresolved Adjustments, at which conference Purchaser and Seller shall have the right to present additional books and records, work papers, documents, materials, and other information and to have their respective formulas therefor Representatives present, but in no event shall either Party or its Representatives have any ex parte communications or meetings with the Accounting Firm without the prior written Consent of the other Party. The Accounting Firm is not entitled to, and the Parties shall not individually request the Accounting Firm to, (A) make any determination other than as set forth above, (B) determine any Unresolved Adjustment to be a value higher than the highest value or lower than the lowest value proposed by the Parties in Section 3.1(atheir submissions to the Accounting Firm, or (C) undertake any independent investigation of the facts relating to the Unresolved Adjustments. The Accounting Firm will 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) calendar days after such submission of the Unresolved Adjustments. The determination of the Purchase Price by the Accounting Firm will, absent manifest error or fraud by or upon the Accounting Firm, be final and Section 3.1(d), based binding on the data contained Parties as the “Final Purchase Price,” and judgment may be entered upon such determination in such Closing Balance Sheetany court of competent jurisdiction. The fees and expenses of KPMG the Accounting Firm incurred pursuant to this Section 3.3(c) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, as determined by the Accounting Firm, based on the inverse of the percentage that the Accounting Firm’s determination (before such allocation) bears to the total value of each Party’s respective position in carrying out relation to the work called for total amount of the Unresolved Balance. For purposes of illustration only, if the Unresolved Balance is One Hundred Dollars ($100), and the written determination of the Accounting Firm states that Eighty Dollars ($80) of the Unresolved Balance is resolved in Purchaser’s favor and Twenty Dollars ($20) of the Unresolved Balance is resolved in Seller’s favor, Purchaser would bear twenty percent (20%) of the Accounting Firm’s costs and expenses, on the one hand, and Seller would bear eighty percent (80%) of such costs and expenses, on the other hand. All other fees, expenses, and costs incurred by a Party or its Representatives in connection with this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the InventoryParty. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree enter into an engagement letter with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing ScheduleAccounting Firm, then the Seller shallincluding customary indemnity, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, confidentiality and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision")other provisions. (d) The fees If the Final Purchase Price is greater than the Estimated Purchase Price, then, within five (5) Business Days after the date on which the Final Purchase Price becomes final and expenses binding pursuant to this Section 3.3, then (i) Purchaser and Seller shall jointly instruct the Escrow Agent to disburse the remaining portion of the Accounting Arbitrator Adjustment Escrow Amount to Seller and (ii) Purchaser shall make a payment to Seller by wire transfer of immediately available funds an amount in cash equal to such difference (the “Positive Adjustment Amount”); provided, that in no event shall (x) the Positive Adjustment Amount exceed the Adjustment Escrow Amount and (y) Purchaser be obligated to pay any amount to the Escrow Agent pursuant to this Section 3.3(d) in excess of the Adjustment Escrow Amount. (e) If the Final Purchase Price is less than the Estimated Purchase Price, then, within five (5) Business Days after the date on which the Final Purchase Price becomes final and binding pursuant to this Section 3.3, Purchaser and Seller shall jointly instruct the Escrow Agent to pay to Purchaser, out of the Adjustment Escrow Amount, an amount (the “Negative Adjustment Amount”) in cash equal to such difference, and if the Negative Adjustment Amount is less than the Adjustment Escrow Amount, then Purchaser and Seller shall jointly instruct the Escrow Agent to disburse the remaining portion of the Adjustment Escrow Amount to Seller; provided, that, the Adjustment Escrow Amount shall be shared by Purchaser’s sole source of recovery in the event of a Negative Adjustment Amount and, in no event shall Seller and or Seller Parent be obligated to pay any amount to Purchaser pursuant to this Section 3.3(e) in inverse proportion addition to or in excess of the Adjustment Escrow Amount in the Escrow Fund. (f) The Parties shall treat any payments made pursuant to this Section 3.3 as an adjustment to the amount in dispute Purchase Price for which each of the parties is successfulTax purposes, unless otherwise required by Law.

Determination of Final Purchase Price. (ai) Not later than ninety Within one hundred twenty (90120) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of: (A) the Prepaid Maintenance Contract Adjustment Amount, and (B) the Final Purchase Price.. (ii) During the thirty (30) days immediately following Seller’s receipt of the Closing Statement (the “Closing Statement Review Period”), Buyer shall provide Seller and its representatives access to information that Seller reasonably requests that Buyer used to determine the Estimated Prepaid Maintenance Contract Adjustment Amount. (iii) If Seller disagrees with any of the items included in the Closing Statement, then Seller may, on or prior to the last day of the Closing Statement Review Period, deliver a written notice of such disagreement to Buyer (a “Notice of Disagreement”). To be in proper form, each disagreement contained in a Notice of Disagreement must specify in reasonable detail the nature and amount of such disagreement, as well as a reasonable basis therefor and relevant supporting documentation and calculations (each disagreement meeting the requirements of this Section 2.7(d)(iii) and included in a timely Notice of Disagreement, a “Disputed Item”). If Seller does not deliver a timely Notice of Disagreement meeting the requirements of this Section 2.7(d)(iii), then the Closing Statement delivered by Buyer pursuant to Section 2.7(d)(i) above shall be final and binding on the parties and deemed to set forth the Final Purchase Price. If Seller delivers a timely Notice of Disagreement meeting the requirements of this Section 2.7(d)(iii), then (A) during the thirty (30) day period following delivery of such Notice of Disagreement (the “Resolution Period”), Buyer and Seller shall seek in good faith to resolve the Disputed Item(s); and (B) all items included in the Closing Statement with which Seller does not in the Notice of Disagreement disagree shall be final and binding on the parties and shall be utilized in the computation of the Final Purchase Price. During the Resolution Period, Seller shall provide Buyer and its representatives with access to information that Buyer reasonably requests relating to the Notice of Disagreement and Seller’s preparation thereof. (iv) If, at the end of the Resolution Period, Buyer and Seller have not resolved each Disputed Item, then Buyer and Seller shall have the right to submit the unresolved Disputed Items to an independent auditor for review and resolution. Such independent auditor shall, and Buyer and Seller shall cause such independent auditor to, (A) act as an expert and not an arbitrator, (B) make a final determination based solely on the applicable provisions of this Agreement (and not by independent review), (C) base its decision on a single presentation submitted in writing by each of Buyer and Seller and on one written response to each such presentation (unless such independent auditor requests an additional response from either Buyer or Seller), and not on independent investigation, (D) with respect to each unresolved Disputed Item, render a determination that must be within the ranges of values claimed by each of Buyer and Seller, and (E) render a final determination as to each Disputed Item within forty-five (45) days following the Closing Date, Purchaser shall furnish to the Seller (i) audited statements end of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time Resolution Period (the "Closing Balance Sheet"“Auditor Review Period”). During the Auditor Review Period, prepared by Purchaser each of Buyer and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance Seller shall provide such independent auditor with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheetreasonable access to information relating to any Disputed Item. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 such independent auditor shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared on the one hand, and Buyer, on the other hand, in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided same proportion that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the aggregate amount of the EBITDA Adjustment, if any items unsuccessfully disputed by each (as finally determined by such independent auditor) bears to the "Closing Schedule")aggregate amount of the Disputed Items submitted to such independent auditor for review and resolution. (bv) Representatives The final determination as to each Disputed Item as determined by such independent auditor shall be final and binding on the parties hereto, absent a showing of the Seller shall receive not less than five (5) business days' advance notice thereof fraud or willful misconduct, and shall have be utilized in the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision")Price. (d) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety seventy-five (9075) days following after the Closing Date, Purchaser Parent shall furnish prepare (and deliver to Seller) Parent’s good faith proposed calculation of the Purchase Price, together with Parent’s good faith proposed calculations of the Net Working Capital Adjustment and the amounts of Cash and Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses and Rollover Amount, in each case, including the components thereof and in a manner consistent with the definitions thereof (which calculations shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”). Notwithstanding anything to the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor contrary set forth in Section 3.1(a) and Section 3.1(d)herein, based on if Parent fails to timely deliver the data contained in such Proposed Closing Balance Sheet. The fees and expenses of KPMG in carrying out Date Calculations, then, at the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements election of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c)its sole discretion, and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that either: (A) affect the Actual Adjustment shall be deemed to equal zero; or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any Seller shall retain a nationally recognized independent accounting firm to provide an audit of the foregoing deviate from GAAPGroup Companies’ books, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing review the difference, if any, between calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the Final Purchase Priceprovisions of this Section 2.4(b), as determined from the Closing Balance Sheet determination of such accounting firm being conclusive and binding on the amount Parties and shall not be subject to court review or otherwise appealable; provided, however, that Seller reserves any and all rights granted to it in this Agreement. In connection with the foregoing, the Company shall, and shall cause each other Group Company to, make its financial records available to such accounting firm in connection with its services and all fees and expenses of the EBITDA Adjustment, if any such accounting firm shall be paid (the "Closing Schedule")or caused to be paid) by Parent. (bii) Representatives If Seller does not give written notice of the Seller shall receive not less than five any dispute (5a “Purchase Price Dispute Notice”) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have Parent within thirty (30) days from of timely receiving the date of its receipt Proposed Closing Date Calculations, the Parties each agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital Adjustment, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses, Rollover Amount and Purchase Price, in each case, for all purposes hereunder (including the determination of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Actual Adjustment). If Seller delivers a Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, Dispute Notice to Parent within such thirty (30) -day period, deliver Parent and Seller shall use commercially reasonable efforts to resolve all disputes set forth therein during the 30-day period commencing on the date Parent receives the applicable Purchase Price Dispute Notice from Seller and all such discussions related thereto shall (unless otherwise agreed by Parent and Seller) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state law or rule. If Seller and Parent do not agree upon a written objection final resolution with respect to Purchaser which such disputed items within such 30-day period, then Seller and Parent shall specify in reasonable detail the basis for the objection on a line item basisengage, and the remaining items then in dispute shall be submitted immediately to, a computation nationally recognized accounting firm mutually acceptable to Parent and Seller. If Parent and Seller are unable to agree on the choice of such accounting firm within ten (10) Business Days after the expiration of the Final Purchase Price asserted aforementioned 30-day period, then Parent and Seller shall select a nationally recognized accounting firm by the Seller lot (collectively, the "Objection"after excluding their respective regularly used accounting firms). Upon Purchaser's receipt The accounting firm so agreed to or selected (the “Accounting Firm”) shall be required to render a determination of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties applicable disputes within thirty (30) days after Purchaser's receipt referral of the Objectionmatter to such Accounting Firm, Purchaser shall cause the Closing Balance Sheetwhich determination must be in writing and must set forth, in reasonable detail, the Closing Schedule, basis therefor. Parent and Seller shall instruct the ObjectionAccounting Firm not to, and all work papers related thereto (collectivelythe Accounting Firm shall not, assign a value to any item in dispute greater than the "Determination Materials")greatest value for such item assigned by Parent, to be submitted to Deloitte & Toucheon the one hand, LLP (or Seller, on the "other hand, or less than the smallest value for such item assigned by Parent, on the one hand, or Seller, on the other hand. Parent and Seller shall also instruct the Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line itemFirm to, and notify the parties in writing of Accounting Firm shall, make its determination based solely on presentations by Parent and Seller that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and Parent, and any associated engagement fees shall initially be borne 50% by Seller and 50% by Parent; provided that such fees shall ultimately be borne by Parent, if the Accounting Firm resolves the disputed items in favor of the aggregate amount for all such items set forth in the Purchase Price Dispute Notice (the “Seller Proposed Amount”), and by Seller, if the Accounting Firm resolves the disputed items in favor of the aggregate amount for all such items set forth in the Proposed Closing Date Calculations (the “Parent Proposed Amount”). In resolving the disputed items, the Accounting Firm shall (i) limit its review to determining whether, considering all such disputed items, the Parent Proposed Amount or the Seller Proposed Amount is more consistent with the related definitions of Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses and Purchase Price set forth in this Agreement, and (ii) resolve all such disputed items by choosing such aggregate amount (i.e., the Seller Proposed Amount or the Parent Proposed Amount) that it determines to be more consistent with such definitions. Absent manifest error, such determination of the Accounting Firm shall be conclusive and binding upon the net amount of Parties for all line items disputed within thirty purposes hereunder (30) days following including the receipt determination of the Determination Materials, which determination Actual Adjustment). The Proposed Closing Date Calculations shall be revised, if necessary, as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.4(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and conclusive Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses, Rollover Amount and Purchase Price, in each case, for all purposes hereunder (including the "Arbitration Decision"determination of the Actual Adjustment). (diii) The fees Each Group Company shall, and expenses the Parent shall cause each Group Company to, (A) make its accounting books, financial records and personnel available to Seller, its accountants and other representatives and the Accounting Firm at reasonable times during the review by Seller and/or the Accounting Firm of, and the resolution of any disputes arising in connection with, the Proposed Closing Date Calculations or any Purchase Price Dispute Notice and (B) not take any action with respect to the accounting books, records, policies and procedures of the Accounting Arbitrator Group Companies that would obstruct or prevent the preparation of, or the resolution of disputes arising in connection with, the Proposed Closing Date Calculations or any Purchase Price Dispute Notice as provided in this Section 2.4(b). Parent shall, and shall be shared by Seller and Purchaser cause each Group Company to, cooperate in inverse proportion to the amount in dispute for which each review of the parties is successfulProposed Closing Date Calculations and any Purchase Price Dispute Notice, including by providing customary certifications to Seller or, if requested, to Seller’s auditors or the Accounting Firm.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety (90) 60 days following after the Closing Date, Purchaser the Purchasers shall furnish prepare and deliver to the Seller (i) audited statements Sellers the Purchasers’ good faith proposed calculation of the Book Value Purchase Price, together with the Purchasers’ good faith proposed calculations of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilitiesamount of Closing Cash and Cash Equivalents, and (B) are determined Net Working Capital Adjustment, (C) amount of Closing Date Indebtedness and (D) amount of Unpaid Seller Expenses, in accordance each case, including the components thereof and in a manner consistent with and based upon Seller's historical the definitions thereof (which calculations of reserves for liabilities and losses so long shall be collectively referred to herein as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The “Proposed Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"Date Calculations”). (bii) Representatives The Proposed Closing Date Calculations shall become final and binding upon the Parties on the 30th day following the Sellers’ receipt thereof unless the Sellers give written notice of the Seller shall receive not less than five their disagreement (5a “Purchase Price Dispute Notice”) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other Purchasers prior to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final such date. Any Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which Dispute Notice shall specify in reasonable detail the basis nature and amount of any disagreement so asserted (the “Disputed Items”). If a timely Purchase Price Dispute Notice is received by the Purchasers, then the Proposed Closing Date Calculations (as revised as contemplated in this Section 1.1(b)(ii)) shall become final and binding upon the Partiers on the earlier of (x) the date the Purchasers and the Sellers resolve in writing any differences they have with respect to any matter specified in the Purchase Price Dispute Notice or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm; provided, that, for purposes of clarity, any items that are not so disputed shall become final and binding upon the objection Parties on a line item basis, and a computation the 30th day following the Sellers’ receipt of the Final Purchase Price asserted by Proposed Closing Date Calculations. During the Seller (collectively30 day-period immediately following the delivery of the Proposed Closing Date Calculations, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser Purchasers and the Seller Sellers shall negotiate seek in good faith to resolve in writing any difference which they may have with respect to any Disputed Item and the ObjectionSellers shall have reasonable access to the books, but if records and working papers of the Objection canPurchasers used in connection with or pertaining to the Purchasers’ preparation of the Proposed Closing Date Calculations. After delivery of any Purchase Price Dispute Notice, the Purchasers shall have reasonable access to the books, records and working papers of the Sellers used in connection with the Sellers’ preparation of the Purchase Price Dispute Notice. If, at the end of the 30-day period after Purchasers’ receipt of a Purchase Price Dispute Notice, any Disputed Item specified in the Purchase Price Dispute Notice has not be been resolved by negotiation between the parties Purchasers and the Sellers, the Purchasers and the Sellers shall submit to a nationally-recognized, independent accounting firm reasonably acceptable to the Purchasers and the Sellers (the “Accounting Firm”) for review and resolution any such Disputed Items which remain in dispute (including such Parties’ proposed resolutions thereof) and which were properly included in the Purchase Price Dispute Notice. The Accounting Firm shall be requested to render a final determination of the applicable remaining Disputed Items (acting as an expert and not as an arbitrator) within thirty (30) 30 days after Purchaser's receipt referral of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), matter to be submitted to Deloitte & Touche, LLP (the "such Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination MaterialsFirm, which determination must be in writing setting forth in reasonable detail the basis therefor and must be based solely on the definitions and other applicable provisions of this Agreement (and not on independent review), on a single presentation submitted by each of the Purchasers and the Sellers and on one written response to each such presentation so submitted, which such determination shall be conclusive and binding on the Parties. The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.1(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Purchase Price and conclusive the final (A) amount of Closing Cash and Cash Equivalents, (B) Net Working Capital, (C) amount of Closing Date Indebtedness and (D) amount of Unpaid Seller Expenses, in each case, for all purposes hereunder (including the "Arbitration Decision"determination of the Actual Adjustment). (diii) The fees and expenses of the Accounting Arbitrator Firm shall be shared borne proportionately by Seller the US Purchaser, on the one hand, and Purchaser the US Seller, on the other hand, on the basis of the discrepancy (in inverse proportion dollars) between each such Party’s determination of the Disputed Items (in the aggregate) as presented to the amount in dispute for which each Accounting Firm and the final and binding determination of the parties is successfulDisputed Items (in the aggregate) by the Accounting Firm. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the Party incurring such cost and expense. The Parties shall cause the Accounting Firm (x) to be bound by the principles set forth in this Section 1.1(b), (y) to limit its review to matters specifically set forth in the Purchase Price Dispute Notice, and (z) not to assign a value to any item greater than the greatest value for such item claimed by the Purchasers or the Sellers, respectively, or less than the smallest value for such item claimed by the Purchasers or the Sellers, respectively.

Determination of Final Purchase Price. (a) Not later than ninety (90) days following the Closing Date, Purchaser Shareholder shall furnish to the Seller Purchaser (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") Shareholder, and (ii) a calculation of Final Purchase Price and the Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAPSchedule. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount prepared in accordance with past practice of the EBITDA AdjustmentCompany and consistent with the method of preparation of the consolidated financial statements of Shareholder, if any (which financial statements have been prepared in accordance with GAAP, and shall be otherwise consistent with the "Closing Schedule")Books and Records of the Company. (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller Shareholder shall each provide access to the other and the other’s accountants to the books Books and records which Records that are under their respective control or custody which and that are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to the relevant work papers. (c) The Seller Purchaser shall have thirty sixty (3060) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller Purchaser does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller Purchaser shall, within such thirty sixty (3060) day period, deliver a written objection to Purchaser which Shareholder that shall specify in reasonable detail the basis for the objection on a line item basis, basis and a computation of the Final Purchase Price asserted by Purchaser (the Seller (collectively, the "“Objection"“). Upon Purchaser's Shareholder’s receipt of such the Objection, Purchaser and the Seller Shareholder shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties Shareholder and Purchaser within thirty (30) days after Purchaser's Shareholder’s receipt of the Objection, Purchaser and Shareholder shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), Materials to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and and, based solely upon the Determination Materials, determine the Final Purchase Price based on the decision of the Accounting Arbitrator on a line item basis which of the positions asserted, either that asserted by Purchaser Shareholder in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller Purchaser in the Objection, is the more correct per line itemcorrect, and notify the parties in writing of its determination based upon of the net amount of all line items disputed Final Purchase Price within thirty (30) days following the receipt of the Determination Materials, which determination shall be final final, conclusive and conclusive (the "Arbitration Decision")binding on all parties. (d) The fees and expenses of the Accounting Arbitrator shall be shared by Seller Shareholder and Purchaser in inverse proportion to the amount in dispute for which each of the parties them is successful.

Determination of Final Purchase Price. (a) Not later than ninety Within sixty (9060) calendar days following after the Closing Date, the Purchaser shall furnish prepare, or cause to be prepared, and provide to the Seller Sellers’ Representative its good faith calculation of the Closing Accounts and a written statement (the “Adjustment Statement”) setting forth: (i) audited statements the calculation of the Book Value amount of the Acquired Assets Closing Working Capital, the Closing Cash Balances and Balance Sheet Liabilitiesthe Closing Indebtedness as resulting from the Closing Accounts, as well as the calculation of the Effective Time (Change of Control Payments and the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and Unpaid Transaction Expenses; (ii) a calculation of the resulting adjustment to the Provisional Purchase Price, if any; (iii) the resulting adjustment to the Aggregate Preferred Share Consideration and the Aggregate Ordinary Share Consideration, if any; and (iv) the Final Purchase Price Price. The Closing Accounts and Closing Net Asset Value, respectively, the Adjustment Statement shall be prepared in good faith and in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")Accounting Principles. (b) Representatives From and after the Closing Date, in connection with and until the final determination of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have Adjustment Statement pursuant to this Section 2.03, the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller Sellers shall, and shall each ensure that their Affiliates and representatives shall, provide all reasonable cooperation to the Sellers’ Representative and the Purchaser and their representatives, as applicable, for purposes of reviewing the Closing Accounts, the Adjustment Statement and any Notice of Objection (subject to reasonable confidentiality restrictions and other agreements customarily required in such circumstances), including granting reasonable access to all applicable documents, books, Records, data, working papers, files, other information under its control reasonably related thereto, and to any of its staff, upon reasonable advance notice and during normal business hours; provided that such access shall be in a manner that does not interfere with the other to normal business operations of the books and records which are under their respective control Group Companies, the Purchaser or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papersSellers. (c) The Seller Sellers’ Representative shall have thirty a period of forty-five (3045) calendar days from the date of its receipt of the Closing Balance Sheet Accounts and the Adjustment Statement (the “Examination Period”) to provide written notice to the Purchaser of any objections to the Adjustment Statement, including any objections the Sellers’ Representative has to the Closing Accounts with respect to the Closing Working Capital, the Closing Cash Balances and the Closing Schedule Indebtedness or to review the Closing Balance Sheet calculation of the Change of Control Payments and the Closing Schedule and to agree or disagree as to Unpaid Transaction Expenses (the Final Purchase Price reflected thereon“Notice of Objection”). If the Seller Sellers’ Representative does not agree with send a Notice of Objection to the Final Purchase Price reflected on Purchaser during the Closing Balance Sheet or Examination Period, the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection Sellers’ Representative shall be deemed to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation have irrevocably accepted all of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt terms of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator")Adjustment Statement, which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be then become final and conclusive (binding on the "Arbitration Decision")Parties. (d) The Notice of Objection, if any, shall specifically mention each of the corrections the Sellers’ Representative believes should be made to the Adjustment Statement, and shall specify the reasons therefor in reasonable detail and provide reasonable supporting detail with respect to any calculation of the Unpaid Transaction Expenses, the Closing Indebtedness, the Closing Cash Balances, the Change of Control Payments and the Closing Working Capital set forth therein. All items of the Adjustment Statement not objected to by the Sellers’ Representative in the Notice of Objection in the manner specified above shall be deemed to have been irrevocably accepted by the Sellers’ Representative on behalf of all of the Sellers and shall be final and binding on the Parties and the Independent Auditor (as defined below). (e) Subject to Section 2.03(f), if a Notice of Objection is sent to the Purchaser, the Purchaser and the Sellers’ Representative shall in good faith attempt to reach an agreement on the amounts and components of the Adjustment Statement objected to by the Sellers’ Representative. (f) If the Purchaser and the Sellers’ Representative are unable to resolve their differences on the matters specified in the Notice of Objection within thirty (30) calendar days after the date of receipt by the Purchaser of the Notice of Objection, then the remaining disputed matters shall, at the request of either the Purchaser or the Sellers’ Representative, be submitted to an internationally recognized firm of independent auditors that is mutually agreed to by the Purchaser and the Sellers’ Representative (the “Independent Auditor”). The Independent Auditor shall be Deloitte & Touche LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon in writing by the Purchaser and the Sellers’ Representative (such agreement not to be unreasonably withheld, conditioned or delayed). (g) The Independent Auditor shall perform such procedures as it considers appropriate to form an independent opinion on the amounts and components of the Adjustment Statement that were not agreed upon between the Purchaser and the Sellers’ Representative (the “Disputed Amounts”); provided, however, that: (i) the scope of the disputes to be resolved by the Independent Auditor shall be limited to whether there were mathematical errors in the Adjustment Statement or whether the Adjustment Statement was prepared in accordance with the Accounting Principles (and the provisions of this Section 2.03 and its related definitions) with respect to the matters submitted for resolution to the Independent Auditor; (ii) only those matters specifically raised in the Notice of Objection shall be opined upon by the Independent Auditor; and (iii) with respect to each matter that is quantifiable, the amount finally determined by the Independent Auditor shall not be higher than the highest nor lower than the lowest of the amounts respectively put forward by the Sellers’ Representative and the Purchaser. Any disputes not within the scope of disputes to be resolved by the Independent Auditor pursuant to this Section 2.03(g) as well as any dispute about the scope of disputes to be resolved by the Independent Auditor pursuant to this Section 2.03(g) shall be resolved in accordance with Section 12.16. (h) The Sellers’ Representative shall provide the Independent Auditor with a briefing paper as to the Disputed Amounts and shall simultaneously provide a copy of such briefing paper to the Purchaser. The Purchaser shall have the opportunity to provide a response to the Independent Auditor within fifteen (15) Business Days of receiving the Sellers’ Representative’s briefing paper, which response shall also be simultaneously provided to the Sellers’ Representative. To the extent that either the Purchaser or the Sellers’ Representative so requests in its respective briefing paper, the Independent Auditor shall give the Purchaser and the Sellers’ Representative the opportunity to present their arguments orally at a joint hearing. Unless expressly requested by the Independent Auditor, no further information shall be provided by the Purchaser or the Sellers’ Representative to the Independent Auditor regarding such Disputed Amounts. The Purchaser and the Sellers’ Representative shall use their reasonable best efforts to cause the Independent Auditor to issue a reasoned report setting forth the final determination of the subject of the dispute within thirty (30) Business Days from the date of its appointment. (i) The Independent Auditor’s final determination as to all disputed items in accordance with this Section 2.03 shall be a final binding third-party decision, except in the case of fraud or manifest error by any Party to this Agreement. The dispute resolution by the Independent Auditor under this Section 2.03 shall constitute an expert determination under New York CPLR Article 76 and shall not constitute an arbitration. (j) The cost of any dispute resolution (including the fees and expenses of the Accounting Arbitrator Independent Auditor and reasonable documented attorney fees and expenses of the Parties) pursuant to this Section 2.03 shall be shared borne by Seller the Sellers, on the one hand, and Purchaser the Purchaser, on the other hand, in inverse proportion to as they may prevail on matters resolved by the amount in dispute for Independent Auditor, which each proportionate allocations shall also be determined by the Independent Auditor at the time the determination of the parties Independent Auditor is successfulrendered on the merits of the matters submitted.

Determination of Final Purchase Price. (a) Not later than ninety (90) Within 120 days following after the Closing Date, the Purchaser will cause the Company’s current auditors to prepare, at the Company’s cost and expense, an audited itemized statement of the Closing Working Capital and the Purchaser will deliver to Seller within 120 days after the Closing Date a certificate (the “Final Purchase Price Certificate”), executed by the Purchaser, setting forth such balance sheet and itemized statement of the Closing Working Capital, and a calculation of the Final Purchase Price. (b) All accounts receivable of the Company and the Subsidiary, including the Closing Overdue Receivables, that were included in the calculation of the Closing Working Capital set forth in the Estimated Closing Purchase Price Certificate that have not been collected within the 120 day period after the Closing (except such accounts receivable that Seller and Purchaser may agree in writing will be imminently collected), shall be purchased by Seller from the Company or the Subsidiary on the 130th day after the Closing for cash at the face value of such accounts receivable less any specific reserves taken for those accounts receivables and reflected in the Estimated Purchase Price Certificate. Upon payment of such cash amounts by Seller to the Company or the Subsidiary, as applicable, the Purchaser shall furnish see to it that the Company or Subsidiary, as applicable, shall notify each other party to such accounts receivables that Seller is now the holder of such accounts receivable and any collection efforts are to be directed to and by Seller. During the 120 day period after the Closing, Purchaser shall see to it that the Company and the Subsidiary, as applicable, use commercially reasonable efforts to collect the accounts receivable that were included in the calculation of the Closing Working Capital and, to the Seller extent the Company collects any amounts on any receivable during such 120 day period, the current assets set forth on the Final Closing Working Capital Certificate shall include an amount equal to the lesser of (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilitiesamount actually collected on such receivable, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation the amount of the specific reserve taken for such receivable. (c) If the Seller delivers written notice (the “Disputed Items Notice”) to the Purchaser within 30 days after the date of the Final Purchase Price Certificate, stating that the Seller objects to any items on the Final Purchase Price Certificate, specifying the basis for such objection in reasonable detail and Closing Net Asset Valuesetting forth the Seller proposed modifications to the Final Purchase Price Certificate, respectivelythe Seller and the Purchaser will attempt to resolve and finally determine and agree upon the Final Purchase Price as promptly as practicable. (d) If the Seller and the Purchaser are unable to agree upon the Final Purchase Price within 30 days after delivery of the Disputed Items Notice, the Seller and the Company will select an independent, internationally recognized accounting firm to resolve the disputed items specified in accordance the Disputed Items Notice. If the Purchaser and the Seller are unable to agree on the selection of an accounting firm, the accounting firm will be chosen by the Stockholm Chamber of Commerce, with the respective formulas therefor set forth in Section 3.1(a) expenses of the Stockholm Chamber of Commerce to be shared equally by the Purchaser and Section 3.1(d), based on the data contained in such Closing Balance SheetSeller. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall accounting firm will (i) be prepared resolve the disputed items specified in accordance with the books Disputed Items Notice and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and determine the Final Purchase Price, as determined from modified only by the Closing Balance Sheet resolution of such items. The accounting firm shall address only the disputed items set forth in the Disputed Items Notice and may not assign a value greater than the greatest value claimed for such item by either party or smaller than the smallest value claimed for such item by either party. The determination of the selected accounting firm will be made within 60 days after being selected and will be final and binding upon the parties. The fees, costs and expenses of the accounting firm so selected will be borne by the party whose positions generally did not prevail in such determination, or if the accounting firm determines that neither party could fairly be found to be the prevailing party, then 50% of such fees, costs and expenses will be paid by the Seller and the amount Purchaser will pay or will cause the Company to pay the other 50% of the EBITDA Adjustmentsuch fees, if any (the "Closing Schedule")costs and expenses. (be) Representatives If the Seller does not deliver the Disputed Items Notice to the Purchaser within 30 days after the date of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have Final Purchase Price Certificate, the right calculation of the Final Purchase Price specified in the Final Purchase Price Certificate will be conclusively presumed to be present when Purchaser true and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet correct in all respects and will cause their respective accountants to provide access to work papersbe final and binding upon the parties. (cf) The At such time as the Final Purchase Price is finally determined, either (i) the Purchaser promptly shall pay the Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as an aggregate amount equal to the Final Purchase Price reflected thereon. If less the amount paid at Closing under Section 1.2(c), or (ii) the Seller does not agree with shall promptly pay the Purchaser an aggregate amount equal to the excess of the amount paid at Closing under Section 1.2(c) over the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty Price. (30g) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation The final determination of the Final Purchase Price asserted by the Seller (collectivelyunder this Section 1.4 shall not impair any other rights of a party under this Agreement including, the "Objection"). Upon Purchaser's receipt of such Objectionwithout limitation, Purchaser and the Seller shall negotiate in good faith any rights to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision")indemnification. (d) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful.

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable following the date of this Agreement (but no later than ninety seventy-five (9075) days following after the date of this Agreement), Buyer shall deliver to Seller a statement (the “Buyer Adjustment Report”) setting forth in reasonable detail Buyer’s good-faith calculation of Net Working Capital, Closing DateCash, Purchaser shall furnish to Indebtedness and the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, Purchase Price as of the Effective Time (the "Closing Balance Sheet")date of this Agreement, prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Valuein each case, respectively, determined in accordance with the respective formulas therefor set forth definitions in Section 3.1(athis Agreement and, as applicable, Exhibit A. (b) and Section 3.1(d), based on The following procedures shall apply with respect to the data contained in such Closing Balance Sheet. The fees and expenses review of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall Buyer Adjustment Report: (i) be prepared Seller shall have a period of sixty (60) days after receipt by Seller of Buyer Adjustment Report to review such Report (the “Review Period”). During the Review Period, Buyer shall make available to Seller and its Representatives, subject to customary confidentiality undertakings, reasonable access, during normal business hours upon reasonable advance notice and in accordance a manner so as to not unreasonably interfere with the business and operations of Buyer and Acquired Group Companies, to all relevant personnel, Representatives of Buyer, relevant portions of books and records of Seller, the Acquired Group Companies and other items reasonably requested by Seller in connection with its review of the Buyer Adjustment Report and any dispute with respect thereto as contemplated by this Section 2.4. (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with deliver to Buyer a written statement describing any objections that Seller has to Buyer Adjustment Report (a “Notice of Disagreement”) on or before the Final Purchase Price reflected on final day of the Closing Balance Sheet or the Closing ScheduleReview Period, then the Seller shall, within shall be deemed to have irrevocably accepted such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basisBuyer Adjustment Report, and a computation such Buyer Adjustment Report shall be deemed to be the “Final Adjustment Report” for purposes of the Final Purchase Price asserted payment (if any) contemplated by the Seller (collectively, the "Objection"Section 2.4(c). Upon Purchaser's receipt If Seller delivers to Buyer a Notice of such ObjectionDisagreement on or before the final day of the Review Period, Purchaser then Buyer and the Seller shall negotiate attempt to resolve in good faith to resolve the Objection, but if matters contained in the Objection cannot be resolved by negotiation between the parties Notice of Disagreement within thirty (30) days after Purchaser's Buyer’s receipt of the Objection, Purchaser Notice of Disagreement (the “Resolution Period”). The Notice of Disagreement shall cause specify which aspects of the Closing Balance Sheet, Buyer Adjustment Report are being disputed and describe in reasonable detail the Closing Schedule, the Objectionbasis for such dispute, and all work papers related thereto (collectivelyprovide the Seller’s alternative calculation for each disputed item in reasonable detail. If Buyer and Seller reach a resolution with respect to such matters on or before the final day of the Resolution Period, then the "Determination Materials")Buyer Adjustment Report, as modified by such resolution, shall be deemed to be submitted to Deloitte & Touchethe “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c). (iii) If a resolution is not reached on or before the final day of the Resolution Period, LLP then Buyer and Seller shall promptly (and in any event no later than five (5) Business Days after the last day of the Resolution Period) retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Notice of Disagreement (the "“Disputed Items”) to the Accounting Arbitrator"Firm for resolution in accordance with this Section 2.4(b)(iii), which shall review the Determination Materials . The Accounting Firm will be instructed to (A) make a final determination on an expedited basis (and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed any event within thirty (30) days following the receipt after submission of the Determination MaterialsDisputed Items) with respect to each of the Disputed Items (and only the Disputed Items) that is within the range of the respective positions taken by each of Buyer and Seller and (B) prepare and deliver to Buyer and Seller a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Disputed Item (the “Accounting Firm’s Report”). During the ten (10) days after submission of the Disputed Items to the Accounting Firm, each of Buyer and Seller may provide the Accounting Firm with a definitive statement in writing of its positions with respect to the Disputed Items (and only the Disputed Items). The Accounting Firm’s determination of the Disputed Items and the Accounting Firm’s Report shall be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and on the definitions set forth in, and on a basis consistent with, this Agreement, including as applicable, Exhibit A. The Accounting Firm shall issue a final report consisting of the Buyer Adjustment Report, as modified by the Accounting Firm to incorporate any changes thereto in accordance with the Accounting Firm’s Report, which final report shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c). Each of Buyer and Seller agree that (1) the Accounting Firm’s determination with respect to each Disputed Item as reflected in the Accounting Firm’s Report and the Final Adjustment Report as issued by the Accounting Firm shall be deemed to be final and conclusive binding, (2) the "Arbitration Decision"procedures set forth in this Section 2.4 shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report and (3) the Final Adjustment Report, including the Accounting Firm’s determination under this Section 2.4(b)(iii), shall be enforceable as an arbitral award, and judgment may be entered thereupon in any court of competent jurisdiction. The place and seat of the proceedings before the Accounting Firm shall be New York City, New York, U.S.A., and such proceedings shall be conducted in English. Net Working Capital as of the date of this Agreement as set forth in the Final Adjustment Report (which may be a positive or negative number) shall be deemed to be the “Final Working Capital”. Closing Cash as of the date of this Agreement as set forth in the Final Adjustment Report shall be deemed to be the “Final Closing Cash”. Indebtedness as of the date of this Agreement as set forth in the Final Adjustment Report shall be deemed to be the “Final Indebtedness”. Purchase Price as of the date of this Agreement as set forth in the Final Adjustment Report shall be deemed to be the “Final Purchase Price”. (div) Each of Buyer and Seller shall pay its own respective costs and expenses incurred in connection with this Section 2.4. The costs and expenses of the Accounting Firm shall be borne by Buyer and Seller in proportion as is appropriate to reflect their relative success in the resolution of the Disputed Items. For example, if Seller challenges the calculation of the Final Purchase Price by an amount of $100,000, but the Accounting Firm determines that Seller has a valid claim for only $60,000, then Buyer shall bear sixty percent (60%) of the fees and expenses of the Accounting Arbitrator Firm and Seller shall be shared bear the other forty percent (40%) of such fees and expenses. (c) Within two (2) Business Days after the determination of the Final Adjustment Report in accordance with this Section 2.4 (including by failure to timely deliver a Notice of Disagreement): (i) if the Additional Payment Amount is a positive number, then Buyer shall pay an amount in cash equal to the Additional Payment Amount to Seller by wire transfer of immediately available funds in U.S. dollars to an account of Seller designated in writing by Seller and Purchaser to Buyer; or (ii) if the Additional Payment Amount is a negative number, then Seller shall pay an amount in inverse proportion cash equal to the amount in dispute for which each absolute value of the parties is successfulAdditional Payment Amount to Buyer by wire transfer of immediately available funds in U.S. dollars to an account of Buyer or its designee designated in writing by Buyer to Seller.

Determination of Final Purchase Price. (ai) Not later than ninety Within seventy-five (9075) days following after the Closing Date, Purchaser Buyer shall furnish deliver to the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time a proposed good faith calculation (the "“Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP Statement”) of: ("KPMG"A) the Net Working Capital Adjustment (the “Closing Date Net Working Capital Adjustment”) and (iiB) a Buyer’s calculation of Final the Purchase Price (the “Purchase Price Calculation”). The Closing Statement, and Closing Net Asset Valueeach element thereof, respectively, shall be calculated in accordance with the respective formulas therefor set forth in Section 3.1(a) Company’s standard accounting practices and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for be accompanied by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, reasonable supporting detail. (ii) be prepared in accordance with GAAP, applied consistently with During the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its immediately following Seller’s receipt of the Closing Balance Sheet Statement (the “Review Period”), Seller shall have reasonable access at Buyer’s Massachusetts offices, during normal business hours upon reasonable notice, and in a manner so as to not interfere with the normal business operations of Buyer or any of its Affiliates, to the working papers used in connection with Xxxxx’s preparation of the Closing Schedule Statement. Seller may, on or prior to review the last day of the Review Period, give written notice of any disagreement with Xxxxx’s proposed Purchase Price Calculation (a “Notice of Disagreement”) to Buyer. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of each disagreement so asserted as well as the reasonable basis thereof along with relevant supporting documentation and calculations (the “Disputed Items”). Unless Seller provides a Notice of Disagreement on or prior to the last day of the Review Period, (A) the Closing Balance Sheet Date Net Working Capital Adjustment shall be deemed to set forth the final Net Working Capital Adjustment and (B) the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereonCalculation shall be deemed to set forth the final Purchase Price. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedulea timely Notice of Disagreement is received by Xxxxx, then the Closing Statement (as revised as contemplated in clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date Buyer and Seller shallresolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters specified in the Notice of Disagreement and remaining in dispute are finally resolved in writing by the Independent Auditor (as defined below); provided, within that, for purposes of clarity, any items that are not so disputed on the Notice of Disagreement shall become final and binding upon the parties on the last day of the Review Period. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any Disputed Item. If, at the end of such thirty (30) day period, deliver any Disputed Item specified in the Notice of Disagreement has not been resolved by Seller and Buyer, Seller and Buyer shall submit such Disputed Items to a written objection to Purchaser mutually agreeable independent accounting firm (the “Independent Auditor”) for review and resolution of any such Disputed Items which shall specify remain in reasonable detail dispute (including such party’s proposed resolution thereof) and which were included in the basis for Notice of Disagreement. If the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser Buyer and the Seller are unable to agree on the choice of an Independent Auditor, they shall negotiate select a nationally recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The terms of appointment and engagement of the Independent Auditor shall be as agreed upon between Seller and Buyer (it being understood that the Independent Auditor shall consider only those Disputed Items as to which there is disagreement as set forth in good faith the Notice of Disagreement and that the Independent Auditor shall be functioning as an expert and not as an arbitrator). The Independent Auditor shall be required to resolve render a determination of the Objection, but if the Objection cannot be resolved by negotiation between the parties applicable dispute within thirty (30) days after Purchaser's receipt referral of the ObjectionDisputed Items to the Independent Auditor, Purchaser shall cause the Closing Balance Sheetwhich determination must be in writing and must set forth, in reasonable detail, the Closing Schedulebasis therefor. In making its determination regarding such applicable dispute, the ObjectionIndependent Auditor shall select, and all work papers related thereto (collectivelywith respect to each item in dispute, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser an amount between Xxxxx’s position as set forth in the Closing Balance Sheet Statement and Closing Schedule Seller’s position as set forth in the Notice of Disagreement or equal to either such amount. In connection with the resolution of any dispute, the parties shall provide the Independent Auditor with access to all documents and work papers necessary to make its determination. (iii) The fees and disbursements of the Independent Auditor shall be borne by (A) Buyer in the proportion that asserted the aggregate dollar value of the Disputed Items submitted to the Independent Auditor that are unsuccessfully disputed by Buyer bears to the aggregate value of all such items so disputed and (B) by Seller in the Objection, is proportion that the more correct per line item, and notify aggregate dollar value of the parties in writing of its determination based upon Disputed Items submitted to the net amount Independent Auditor that are unsuccessfully disputed by Seller bears to the aggregate value of all line such items disputed within thirty (30) days following so submitted. The determination as to each Disputed Item as determined by agreement of Xxxxx and Seller or by the receipt of the Determination Materials, which determination Independent Auditor shall be final and conclusive binding on the parties hereto. The Purchase Price as finally determined pursuant to clauses (the "Arbitration Decision"). i) and (dii) The fees and expenses of the Accounting Arbitrator this Section 1.5(c) shall be shared by Seller and Purchaser in inverse proportion referred to herein as the amount in dispute for which each of the parties is successful“Final Purchase Price”.

Determination of Final Purchase Price. (aA) Not As soon as reasonably practicable, but no later than ninety forty-five (9045) days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to Seller a written statement (the “Closing Statement”) setting forth Buyer’s good faith determination of the actual amounts of (1) the Adjustment Amount (which calculations shall be consistent with the principles and methodologies described in Exhibit F), together with a calculation of the Purchase Price based thereon and (2) the Shortfall Amount (provided that the Shortfall Amount shall be calculated excluding any unreconciled items relating to the Seller balances of any Custodial Accounts and Related Escrow Accounts) (ithe “Closing Shortfall Amount”). (B) audited statements No later than the earlier of (x) the one-year anniversary of the Book Value of Closing Date and (y) the Acquired Assets and Balance Sheet Liabilities, date on which all unreconciled items as of the Effective Time Closing Date related to the balances of the Custodial Accounts and Related Escrow Accounts have been reconciled, Buyer shall prepare and deliver to Seller a written statement (the "Closing Balance Sheet"“Shortfall Statement”) setting forth Buyer’s good faith determination of the Shortfall Amount after giving effect to the reconciliation of all such items (the “Definitive Shortfall Amount”), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet Statement, the Shortfall Statement and the determinations and calculations contained therein shall (i) be prepared in accordance with this Agreement, including Exhibit F. If Buyer does not deliver the books Closing Statement to Seller within forty-five (45) days after the Closing Date, then Seller may prepare and records present the Closing Statement within an additional forty-five (45) days thereafter. In the event that Seller agrees with Buyer’s determination of Sellerthe actual amounts of the Adjustment Amount (together with a calculation of the Purchase Price based thereon) and the Closing Shortfall Amount and the Definitive Shortfall Amount, Seller shall promptly notify Buyer in writing, and following such notice the Closing Statement or Shortfall Statement, as applicable, will be final, conclusive and binding on the Parties and not subject to further review. (ii) In the event that Seller objects to all or any portion of the Buyer’s determination of the actual amounts of the Adjustment Amount (together with a calculation of the Purchase Price based thereon), the Closing Shortfall Amount or the Definitive Shortfall Amount set forth in the Closing Statement or the Shortfall Statement, as applicable, then Seller shall, within forty-five (45) days, following receipt by Seller of the Closing Statement or the Shortfall Statement, as applicable, deliver written notice (an “Objection Notice”) to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement or the Shortfall Statement, as applicable, setting forth, in reasonable detail, each disputed item or amount and the basis for Seller’s disagreement therewith, together with supporting calculations. Matters as to which Seller may submit disagreements (and Objection Notices) shall be prepared limited to whether the Closing Statement or the Shortfall Statement, as applicable, delivered by Buyer was accurate and whether the Buyer’s determination of the actual amounts of the Adjustment Amount (together with a calculation of the Purchase Price based thereon), the Closing Shortfall Amount or the Definitive Shortfall Amount were properly calculated in accordance with GAAPthis Agreement, applied consistently with including Exhibit F, and Seller shall not be entitled to submit disagreements on any other basis. Any amount, determination or calculation contained in the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that Closing Statement or the Book Value of the Acquired Assets Shortfall Statement, as applicable, and not specifically disputed in a timely delivered Objection Notice shall be determined final, conclusive and binding on the Parties and not subject to further review. If Seller does not timely deliver an Objection Notice with respect to the Closing Statement or the Shortfall Statement, as applicable, within such forty-five (45) day period, the Closing Statement will be deemed final, conclusive and binding on the Parties and not subject to further review. If an Objection Notice is timely delivered within such forty-five (45) day period, Buyer and Seller shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”). If Buyer and Seller, notwithstanding such good faith efforts, fail to resolve any Objections within fifteen (15) days after Seller delivers an Objection Notice, then Buyer and Seller shall jointly engage PricewaterhouseCoopers (the “Accounting Firm”) to resolve such disputes (acting as an expert and not an arbitrator) in accordance with Section 3.1(bthis Agreement (including Exhibit F) hereof and the Balance Sheet Liabilities shall be determined as soon as practicable thereafter (but in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have event within thirty (30) days from the date of its receipt after engagement of the Accounting Firm). Buyer and Seller shall cause the Accounting Firm to deliver a written report containing its calculation of the disputed Objections (which calculation shall be within the range of dispute between the Closing Balance Sheet Statement or the Shortfall Statement, as applicable, and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, applicable Objection Notice) within such thirty (30) day period. For the avoidance of doubt, deliver a written objection the Accounting Firm shall not review any accounts or make any determination with respect to Purchaser which any matter other than those matters specifically set forth in the applicable Objection Notice that remain in dispute. All Objections that are resolved between the Parties or are determined by the Accounting Firm will be final, conclusive and binding on the Parties and shall specify in reasonable detail the basis for the objection on a line item basis, not be subject to further review absent manifest error. The fees and a computation disbursements of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller Accounting Firm shall negotiate in good faith be allocated to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objectionsame proportion that the aggregate amount of such remaining disputed items so submitted to the Accounting Firm that is unsuccessfully disputed by Seller (as finally determined by the Accounting Firm) bears to the total amount of such remaining disputed items so submitted, is the more correct per line itemif any, and notify the parties in writing of balance shall be paid by Buyer. Buyer and Seller shall enter into an engagement letter with the Accounting Firm promptly after its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materialsretention, which determination shall be final includes customary indemnification and conclusive (the "Arbitration Decision"). (d) other customary provisions. The fees and expenses of Seller and its representatives incurred in connection with the Accounting Arbitrator Closing Statement or the Shortfall Statement, as applicable, and any Objections shall be shared borne by Seller Seller, and Purchaser the fees and expenses of Buyer and its representatives incurred in inverse proportion to connection with the amount in dispute for which each of Closing Statement or the parties is successfulShortfall Statement, as applicable, and any Objections shall be borne by Buyer.

Determination of Final Purchase Price. (ai) Not As soon as reasonably practicable, but no later than ninety (90) days following after the Closing Date, Purchaser Parent shall furnish prepare and deliver to Seller Representative a statement (the Seller (i“Closing Statement”) audited statements setting forth Parent’s good faith proposed determination of the Book Value actual amounts of the Acquired Assets Closing Working Capital, Closing Cash, Closing Indebtedness, and Balance Sheet LiabilitiesSeller Expenses, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) together with a calculation of Final the Purchase Price and Closing Net Asset Value, respectivelybased thereon, in accordance with each case, including reasonably detailed calculations of the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchasercomponents thereof. The Closing Balance Sheet Statement and the determinations and calculations contained therein shall (i) be prepared in accordance with the books definitions set forth in this Agreement. If Parent does not timely deliver the Closing Statement in accordance with the foregoing, then the Estimated Closing Statement shall be deemed to be the Closing Statement for all purposes of this Agreement; provided, however, that Seller Representative reserves any and records of Sellerall other rights granted to it in this Agreement or otherwise at law or equity, including the ability to deliver an Objection Notice. (ii) Within forty five (45) days following receipt by Seller Representative of the Closing Statement (or such later date as provided in Section 2.4(c)), Seller Representative may deliver written notice (as may be prepared amended pursuant to this Section 2.4(b)(ii), an “Objection Notice”) to Parent of any dispute it has with respect to the preparation or content of the Closing Statement (each such objection raised in the Objection Notice, an “Objection”). Any amount, determination or calculation contained in the Closing Statement and not disputed in a timely delivered Objection Notice shall be final, conclusive and binding on the Parties. Seller Representative may provide an Objection Notice and include an Objection on the basis that it has not been provided with adequate information to understand and evaluate the differences between the calculations contained in the Estimated Closing Statement, on the one hand, and the calculations contained in the Closing Statement (and/or components thereof, including the Closing Working Capital, the amount of Closing Cash, the amount of Closing Indebtedness, and/or the amount of Seller Expenses), on the other hand; provided, that Seller Representative shall amend such an Objection Notice to include specified Objections regarding any amount, determination or calculation contained in the Closing Statement within fifteen (15) days following receipt of any such information Seller Representative reasonably requests. If Seller Representative does not timely deliver an Objection Notice with respect to the Closing Statement within such forty five (45) day period or an amended Objection Notice within such fifteen (15) day period, as applicable (or such later date as provided in Section 2.4(c)), then the Closing Statement will be final, conclusive and binding on the Parties. If an Objection Notice is timely delivered within such forty five (45) day period or an amended Objection Notice within such fifteen (15) day period, as applicable (or such later date as provided in Section 2.4(c)), Parent and Seller Representative shall negotiate in good faith for a maximum of fifteen (15) days to resolve each Objection. The Parties acknowledge and agree that the Federal Rules of Evidence Rule 408 and any similar state rules shall apply to Seller Representative (and any of its Representatives) and Parent (and any of its Representatives) during any such negotiations and any subsequent dispute arising therefrom. If Parent and Seller Representative, notwithstanding such good faith efforts, fail to resolve any Objections within fifteen (15) days after Seller Representative delivers an Objection Notice, then Parent and Seller Representative shall jointly engage the dispute resolution group of KPMG LLP or, if such firm declines to be retained to resolve the dispute, the dispute resolution group of another internationally-recognized, independent accounting firm reasonably acceptable to Seller Representative and Parent (in either case, the “Accounting Firm”) to resolve such disputes (acting as an expert and not an arbitrator) in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined definitions set forth in accordance with Section 3.1(b) hereof this Agreement and the Balance Sheet Liabilities Principles as soon as practicable thereafter. Parent and Seller Representative shall use commercially reasonable efforts to cause the Accounting Firm to deliver a written report containing its final determination of the subject matter of the disputed Objections (which determination shall be determined within the range of dispute in accordance with Section 3.1(c), respect of each Objection between the amounts set forth on the Closing Statement and the Objection Notice) within the thirty (iii30) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that day period after its engagement. The Accounting Firm’s determination shall be based solely on (A) affect or are related to the Acquired Assets or the Assumed Liabilitiesdefinitions and other applicable provisions of this Agreement, and (B) are determined in accordance with presentations consisting of (x) a single written presentation submitted by each of Parent and based Seller Representative (which the Accounting Firm shall be instructed to distribute to Parent and Seller Representative upon Seller's historical calculations receipt of reserves for liabilities both such presentations) and losses so long as the same are not inconsistent with GAAP, provided that if (y) a single written response submitted by each of Parent and Seller Representative to each such presentation and any interrogatories of the foregoing deviate from GAAP, then such reserves Accounting Firm (which the Accounting Firm shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price instructed to distribute to Parent and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's Representative upon receipt of such Objectionresponses). For the avoidance of doubt, Purchaser neither Parent nor Seller Representative shall have any ex parte communications with the Accounting Firm relating to this Section 2.4(b) or this Agreement, and the Accounting Firm shall not conduct an independent investigation in respect of its determination. All Objections that are resolved between the Parties or are determined by the Accounting Firm will be final, conclusive and binding on the Parties, absent manifest error or fraud. The costs and expenses of the Accounting Firm shall be borne by Xxxxxx and Seller shall negotiate Representative in good faith a proportion as is appropriate to resolve reflect their relative success in the Objectionresolution of the dispute; for example, if Seller Representative challenges the calculation of the Purchase Price by an amount of $100,000, but if the Objection cannot be resolved by negotiation between the parties within thirty Accounting Firm determines that Seller Representative has a valid claim for only $60,000, then Parent shall bear sixty percent (3060%) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (d) The fees and expenses of the Accounting Arbitrator Firm and Seller Representative shall bear the other forty percent (40%) of such fees and expenses. Subject to the foregoing sentence, each party shall be shared by Seller responsible for its own fees and Purchaser expenses incurred in inverse proportion connection with this Section 2.4. (iii) The Parties agree that the procedures set forth in this Section 2.4(b) for resolving disputes with respect to the amount in dispute Closing Statement (or the calculations therein) shall be the sole and exclusive method for which each resolving any such disputes and none of the parties Parties or any of their Affiliates shall have any claim or any right to any Action against any other Party or their Affiliates in respect thereof; provided, however, that this Section 2.4(b)(iii) shall not prohibit Seller Representative or Parent, as applicable, from instituting an Action to enforce any final determination of the Purchase Price by the Accounting Firm pursuant to Section 2.4(b), or to compel any Party to submit any dispute arising in connection with this Section 2.4(b) to the Accounting Firm pursuant to and in accordance with the terms and conditions of this Section 2.4(b), in any court or other tribunal of competent jurisdiction in accordance with Section 8.14. The substance of the Accounting Firm’s determination shall not be subject to review or appeal, absent a showing of manifest error or fraud. It is successfulthe intent of the Parties to have any final determination of the Purchase Price by the Accounting Firm proceed in an expeditious manner; provided, however, any deadline or time period contained herein may be extended or modified by the written agreement of Seller Representative and Parent, and the Parties agree that the failure of the Accounting Firm to conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Section 2.4(b).

Determination of Final Purchase Price. (ai) Not later than ninety (90) days As soon as practicable following the Closing Date, Purchaser shall furnish to but in any event within 60 business days thereafter, Coopers & Lxxxxxx LLP (Atlanta), acting in its capacity as the Seller Seller's independent auditors (i) audited statements "C&L"), at the direction of the Book Value Seller, shall prepare and deliver to Purchaser and Coopers & Lxxxxxx LLP (New York), acting in its capacity as Purchaser's independent auditors ("Purchaser Auditors"), an audited combined balance sheet of the Acquired Assets and Balance Sheet LiabilitiesSale Companies, as of the Effective Time Closing (the "Closing Balance Sheet"), prepared by . Purchaser shall provide to the Seller and reported upon by KPMG Peat Marwick LLP ("KPMG") C&L reasonable access to all necessary books and (ii) a calculation of Final Purchase Price records to perform such audit and Closing Net Asset Value, respectively, in accordance with to review or investigate disputes regarding the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices provided that normally Purchaser Auditors may be followed present at interim dates; provided that the Book Value any audit conducted by C&L of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses physical inventory so long as the same are Purchaser Auditors do not inconsistent interfere with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAPaudit. The Closing Balance Sheet shall be prepared in accordance with United States generally accepted accounting principles ("GAAP"), modified (A) to exclude all assets and liabilities relating to income Taxes, (B) to include as payables all payables for which checks were drawn but had not cleared as of the relevant time of determination, and (C) otherwise as described in Schedule 2.2(b) ("Modified GAAP") applied in a manner consistent with the Balance Sheet, and shall be accompanied by a report thereon of C&L, which report shall state that in C&L's opinion the Closing Balance Sheet has been prepared in accordance with Modified GAAP, and that the Closing Balance Sheet fairly presents, in all material respects, the financial position of the Sale Companies as of the Closing. In connection with the preparation of the Closing Balance Sheet, (x) all known arithmetic errors in the Balance Sheet shall be taken into account, and (y) no changes in accounting principles, policies, practices, procedures or methodologies shall be made from those utilized in preparing the Balance Sheet (other than with respect to the cash in the Bank Accounts), including, without limitation, with respect to the nature and classification of accounts or the determination of the level of reserves, accruals or materiality. The Seller, within 10 business days of acceptance of the Closing Balance Sheet by Purchaser in accordance with the procedures set forth in Section 2.2(b)(ii) hereof, shall based thereon prepare and deliver to Purchaser a schedule showing the difference, if any, between the Estimated Purchase Price and setting forth the Final Purchase Price, as determined from to be computed in accordance with the Closing Balance Sheet and the amount provisions of the EBITDA Adjustment, if any (the "Closing Schedule")Section 2.2(c) hereof. (bii) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to Auditors may review the Closing Balance Sheet and the Closing Schedule Seller shall cause C&L to make its work papers and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on all other documents used in preparation of the Closing Balance Sheet or available to Purchaser and Purchaser Auditors. The Closing Balance Sheet reported upon by C&L shall be binding and conclusive upon, and deemed accepted by, Purchaser unless Purchaser shall have notified the Seller of any and all objections thereto not later than 45 business days after delivery thereof. Any dispute relating to the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser Balance Sheet which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved within 5 business days after the delivery of the notice referred to in this Section 2.2(b)(ii) (the "Referral Date") shall, together with all other such disputes, be referred no later than 15 business days after the Referral Date for decision by negotiation between Rxxxxx Xxxxxx of Exxxx & Yxxxx LLP (Richmond, Virginia) or, if unavailable, a mutually agreeable auditor with a nationally recognized accounting firm (the "Auditor"), whom the parties within thirty (30) days after agree shall be appointed to render final and binding determinations with respect to such disputes. The Auditor shall establish procedures giving due regard to the intention of the parties to resolve disputes as quickly, efficiently and inexpensively as possible. The parties shall then submit evidence in accordance with the procedures so established and the Auditor shall decide the dispute or disputes in accordance therewith by selecting from either the Seller's position or the Purchaser's receipt position with respect to each such dispute. The Auditor's decision on all matters referred to the Auditor shall be rendered in the form of a written opinion using the Objection, Purchaser shall cause definitions and terms used in this Agreement within 45 business days following the date such matters are referred to the Auditor and thereupon the Closing Balance Sheet, as modified to reflect the Closing ScheduleAuditor's determinations, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to shall be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted deemed accepted by the Seller in the Objection, is the more correct per line item, Purchaser and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination such determinations shall be final and conclusive (binding on the "parties hereto and enforceable as an arbitration award pursuant to the Federal Arbitration Decision"). (d) Act. The fees and expenses fee of the Accounting Arbitrator Auditor shall be shared borne by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successfulin such proportion as the Auditor may determine and, in the absence of such determination, equally.

Determination of Final Purchase Price. (ai) Not As soon as reasonably practicable, but no later than ninety (90) days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to the Seller Representative a statement (ithe “Closing Statement”) audited statements setting forth Buyer’s good faith proposed determination of the Book Value actual amounts of Closing Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses, the Acquired Assets 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability Reduction Amount and Balance Sheet Liabilitiesthe Acquisition Amounts, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) together with a calculation of Final the Purchase Price based thereon and Closing Net Asset Valuethe Earn-Out Liability Amount (which shall not, respectivelyfor the avoidance of doubt, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by be subject to adjustment pursuant to this Section 3.3 shall be borne by Purchaser2.4). The Closing Balance Sheet Statement and the determinations and calculations contained therein shall (i) be prepared in accordance with the books and records of Sellerthis Agreement, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with including Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"2.4(e). (bii) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have Within thirty (30) days from following receipt by the date of its receipt Seller Representative of the Closing Balance Sheet Statement, the Seller Representative (on behalf of the Sellers) may deliver written notice (an “Objection Notice”) to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement, which Objection Notice shall set forth in reasonable detail the amount, determination or calculation in dispute and the Closing Schedule to review basis therefor. Any amount, determination or calculation contained in the Closing Balance Sheet Statement and not specifically disputed in a timely delivered Objection Notice shall be final, conclusive and binding on the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereonParties. If the Seller Representative does not agree timely deliver an Objection Notice with the Final Purchase Price reflected on respect to the Closing Balance Sheet or the Closing Schedule, then the Seller shall, Statement within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for Closing Statement will be final, conclusive and binding on the objection on a line item basisParties. If an Objection Notice is timely delivered within such thirty (30) day period, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser Buyer and the Seller Representative (on behalf of the Sellers) shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”). If Buyer and the ObjectionSeller Representative, notwithstanding such good faith efforts, fail to resolve any Objections within fifteen (15) days after the Seller Representative delivers an Objection Notice, then Buyer and the Seller Representative (on behalf of the Sellers) shall jointly engage the dispute resolution group of a mutually agreeable accounting firm of national reputation (the “Accounting Firm”) to resolve such disputes (acting as an expert and not an arbitrator) in accordance with this Agreement (including Section 2.4(e)) as soon as practicable thereafter (but if the Objection cannot be resolved by negotiation between the parties in any event within thirty (30) days after Purchaser's receipt engagement of the Objection, Purchaser Accounting Firm). Buyer and the Seller Representative shall cause direct the Accounting Firm to deliver a written report containing its final determination of the subject matter of the disputed Objections (which determination shall be within the range of dispute in respect of each Objection between the amounts set forth on the Closing Balance Sheet, Statement and the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed Objection Notice) within such thirty (30) days following the receipt of the Determination Materials, which day period. The Accounting Firm’s determination shall be final based solely on the definitions and other applicable provisions of this Agreement and/or presentations consisting of (x) a single written presentation submitted by each of Buyer and the Seller Representative (which the Accounting Firm shall be instructed to distribute to Buyer and the Seller Representative upon receipt of both such presentations) and (y) a single written response submitted by each of Buyer and the Seller Representative (on behalf of the Sellers) to each such presentation and any interrogatories of the Accounting Firm (which the Accounting Firm shall be instructed to distribute to Buyer and the Seller Representative upon receipt of such responses). For the avoidance of doubt, neither Buyer nor the Seller Representative shall have any ex parte communications with the Accounting Firm relating to this Section 2.4(b) or this Agreement, and the Accounting Firm shall not conduct an independent investigation in respect of its determination. All Objections that are resolved between the Parties or are determined by the Accounting Firm will be final, conclusive and binding on the Parties absent manifest error or Fraud. The costs and expenses of the Accounting Firm shall be borne by Buyer and the Sellers in a proportion as is appropriate to reflect their relative success in the resolution of all the Objections finally determined by the Accounting Firm; for example, if the Seller Representative challenges the calculation of the Final Purchase Price by an amount of $100,000, but the Accounting Firm determines that the Seller Representative has a valid claim for only $60,000, then Buyer shall bear sixty percent (60%) of the "Arbitration Decision"). (d) The fees and expenses of the Accounting Arbitrator Firm and the Sellers shall bear the other forty percent (40%) of such fees and expenses. Subject to the foregoing sentence, each Party shall be shared by Seller responsible for its own fees and Purchaser expenses incurred in inverse proportion to the amount in dispute for which each of the parties is successfulconnection with this Section 2.4.

Determination of Final Purchase Price. (a) Not later than ninety (90) Within 45 days following after the Closing Date, Purchaser shall furnish the Sellers will deliver to the Seller Buyer: (i) audited statements of the Book Value of the Acquired Assets and their proposed Final Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of certificate (the "Final Purchase Price Certificate"), executed by the Agent, stating that such Final Balance Sheet was prepared as provided in Section 2.02 above and Closing setting forth (A) a reconciliation of the changes to the proposed Final Balance Sheet from the estimated Final Balance Sheet, (B) Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a(C) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), Cash and (iiiD) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted Price. (b) If the Buyer delivers written notice (the "Disputed Items Notice") to the Agent within 30 days after receipt by the Seller (collectivelyBuyer of the proposed Final Balance Sheet and the Final Purchase Price Certificate, stating that the Buyer objects to any items on the Final Purchase Price Certificate or the proposed Final Balance Sheet, specifying the basis for such objection and setting forth the Buyer's proposed modification to the Final Balance Sheet and computation of the Final Purchase Price, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser Agent and the Seller shall negotiate in good faith Buyer will attempt to resolve and finally determine the Final Purchase Price and agree on a Final Balance Sheet as promptly as practicable. (c) If the Agent and the Buyer are unable to agree upon the Final Purchase Price and Final Balance Sheet within 30 days after delivery of the Disputed Items Notice, the Agent and the Buyer will select by lot an independent "Big-6" accounting firm to resolve the Objectiondisputed items and make a determination of the Final Purchase Price and Final Balance Sheet. Such determination will be made within 60 days after such selection and will be binding upon the parties. The fees, but costs and expenses of the accounting firm so selected will be borne by the party whose positions generally did not prevail in such determination, or if the Objection cannot accounting firm determines that neither party could be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), fairly found to be submitted to Deloitte & Touchethe prevailing party, LLP (the "Accounting Arbitrator")then such fees, which shall review the Determination Materials costs and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted expenses will be borne 50% by the Seller in Buyer and 50% by the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision")Sellers. (d) The fees and expenses If the Buyer does not deliver the Disputed Items Notice to the Agent within 30 days after receipt by the Buyer of the Accounting Arbitrator Final Purchase Price Certificate, the Final Purchase Price specified in the Final Purchase Price Certificate and the Final Balance Sheet will be conclusively presumed to be true and correct in all respects and will be binding upon the parties. (e) At such time as the Final Purchase Price is finally determined, either (i) the Buyer shall be shared by Seller and Purchaser in inverse proportion pay to the amount in dispute Agent, for which each the account of the parties is successfulSellers, an aggregate amount equal to the excess of the Final Purchase Price over the Closing Purchase Price, plus interest on such excess calculated from the Closing Date at 8% per annum, or (ii) the Agent, on behalf of the Sellers, shall pay the Buyer an amount equal to the excess of the Closing Purchase Price over the Final Purchase Price, plus interest on such excess calculated from the Closing Date at 8% per annum. (f) The Buyer shall make available to the Sellers and their representatives at all times all books, records and personnel (including without limitation the Company's chief financial officer) of the Company and the Subsidiaries (including their outside auditors) in connection with the preparation of the Final Balance Sheet and the determination of the Final Purchase Price under this Section 2.05.

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable following the Closing Date (but no later than ninety (90) days following after the Closing Date), Purchaser Buyer shall furnish deliver to Seller a statement (the Seller “Buyer Adjustment Report”) setting forth in reasonable detail Buyer’s good-faith calculation of (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, Net Working Capital as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of SellerClosing, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value Cash as of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c)Closing, and (iii) reflect adequate reserves the Indebtedness as of the Closing and (iv) the Transaction Expenses as of the Closing, in each case including reasonably detailed calculations of the components thereof and prepared in a manner consistent with the definitions thereof. If Buyer fails to timely deliver the Buyer Adjustment Report, then the Closing Date Report shall be deemed to be the Buyer Adjustment Report delivered to Seller hereunder and deemed to have been delivered on such ninetieth (90th) day (and for all known liabilities and reasonably anticipated losses the avoidance of doubt, Seller may deliver a Notice of Disagreement with respect to the extent required by GAAP Closing Date Report that (A) affect is deemed to be the Buyer Adjustment Report). In connection with the preparation or are related review of, or resolution of any disputes with respect to, the Buyer Adjustment Report, each of Buyer and Seller shall make available to the Acquired Assets or the Assumed Liabilitiesother Party and its Representatives reasonable access during normal business hours to all relevant personnel, Representatives, books and records, and (B) are determined other items reasonably requested by the other Party in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")connection therewith. (b) Representatives The following procedures shall apply with respect to the review of the Buyer Adjustment Report: (i) Seller shall receive not less than have a period of forty-five (545) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory days after receipt by Seller of the Inventory. Purchaser and Buyer Adjustment Report to review such report (the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers“Review Period”). (cii) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with deliver to Buyer a written statement describing any objections Seller has to the Final Purchase Price reflected Buyer Adjustment Report (a “Notice of Disagreement”) on or before the Closing Balance Sheet or final day of the Closing ScheduleReview Period, then the Seller shall, within shall be deemed to have irrevocably accepted such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basisBuyer Adjustment Report, and such Buyer Adjustment Report shall be deemed to be the “Final Adjustment Report” for purposes of this Agreement and the payment (if any) contemplated by Section 2.4(c). If Seller delivers to Buyer a computation Notice of Disagreement on or before the final day of the Final Purchase Price asserted by the Seller (collectivelyReview Period, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser then Buyer and the Seller shall negotiate attempt to resolve in good faith to resolve the Objection, but if matters contained in the Objection cannot be resolved by negotiation between the parties Notice of Disagreement within thirty (30) days after Purchaser's Buyer’s receipt of the ObjectionNotice of Disagreement (the “Resolution Period”). If Buyer and Seller reach a resolution with respect to such matters on or before the final day of the Resolution Period, Purchaser shall cause then the Buyer Adjustment Report, as modified by such resolution and supplemented by the items that were not disputed from the Closing Balance SheetDate Report, shall be deemed to be the “Final Adjustment Report” for purposes of this Agreement and the payment (if any) contemplated by Section 2.4(c). (iii) If such a resolution is not reached on or before the final day of the Resolution Period, then Buyer and Seller shall promptly retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Notice of Disagreement to the Accounting Firm for resolution in accordance with this Section 2.4(b)(iii) (any such items submitted to the Accounting Firm, the Closing Schedule, “Submitted Items”). Any item that is not a Submitted Item shall be deemed final and binding on the Objection, and all work papers related thereto Parties. The Accounting Firm will be instructed to (collectively, A) make a final determination that is within the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which range of the respective positions asserted, either that asserted taken by Purchaser each of Buyer and Seller on an expedited basis (and in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed any event within thirty (30) days following the receipt after submission of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (dSubmitted Items) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion with respect to the amount in dispute for which each of the parties Submitted Items (and only the Submitted Items) based solely on the Closing Date Report, Buyer Adjustment Report, the Notice of Disagreement and any statements provided to the Accounting Firm in accordance with Section 2.4(b)(ii) and (B) prepare and deliver to Buyer and Seller a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Submitted Item (the “Accounting Firm’s Report”). In making its determination, the Accounting Firm shall act as an expert, and not as an arbitrator. During the ten (10) Business Days after submission of the Submitted Items to the Accounting Firm, each of Buyer and Seller may provide the Accounting Firm with a definitive statement in writing of its positions with respect to the Submitted Items (and only the Submitted Items). Each of Buyer and Seller agrees that (1) the Accounting Firm’s determination with respect to each Submitted Item as reflected in the Accounting Firm’s Report shall be deemed to be final, conclusive, binding and non-appealable, absent fraud or manifest error, (2) the Buyer Adjustment Report, as modified by any changes thereto in accordance with the Accounting Firm’s Report and supplemented by the items that were not disputed from the Closing Date Report, shall be deemed to be the “Final Adjustment Report” for purposes of this Agreement and the payment (if any) contemplated by Section 2.4(c), (3) the procedures set forth in this Section 2.4 shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report and (4) the Accounting Firm’s determination under this Section 2.4(b)(iii) shall be enforceable as an arbitral award, and judgment may be entered thereupon in any court having jurisdiction over the Party against which such determination is successfulto be enforced, absent fraud or manifest error. Net Working Capital as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Working Capital” (provided that if the absolute value of the difference between Final Working Capital and Estimated Working Capital is less than the Inside Collar Amount, then Final Working Capital shall be deemed equal to Estimated Working Capital). “Cash” as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Cash”. Indebtedness as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Indebtedness”. Transaction Expenses as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Transaction Expenses”. For the avoidance of doubt, the Parties’ respective indemnification obligations set forth in Article 9 shall not be affected by any amount reflected in the Final Adjustment Report, except to the extent necessary to avoid duplication as provided in Section 9.4(e).

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety (90) 75 days following after the Closing Date, Purchaser ECS shall furnish prepare and deliver to the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time Carlisle a written statement (the "“Closing Balance Sheet")Statement”) setting forth, prepared by Purchaser in reasonable detail and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a with reasonable supporting documentation, its good faith calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed LiabilitiesNet Working Capital, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of Cash and Cash Equivalents, (C) the EBITDA Adjustmentamount of Closing Date Funded Indebtedness, if any (D) the "amount of Unpaid Seller Expenses and (E) the Purchase Price (collectively the “Proposed Closing Schedule"Date Calculations”). (bii) Representatives If Carlisle does not give written notice of any dispute (a “Purchase Price Dispute Notice”) to ECS within 45 days of receiving the Seller Proposed Closing Date Calculations, the Parties agree that the Proposed Closing Date Calculations shall receive not less than five (5) business days' advance notice thereof and shall have the right be deemed to be present when Purchaser the final Net Working Capital, Cash and its representatives conduct a physical inventory Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for purposes of determining the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet Actual Adjustment and the Closing Schedule Statement shall become final and binding upon the Parties for purposes of this Section 2.8. Prior to review the end of such 45-day period, Carlisle may accept the Proposed Closing Balance Sheet Date Calculations and the Closing Schedule and Statement by delivering written notice to agree or disagree as that effect to ECS, in which case the Final Purchase Price reflected thereonwill be finally determined, and the Proposed Closing Date Calculations and the Closing Statement shall become final and binding on the Parties, when such notice is given. If the Seller does not agree with the Final Any Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which Dispute Notice shall specify in reasonable detail detail, to the extent available or known at such time, the item(s), dollar amount(s), nature and basis for the objection on of any disagreement so asserted, together with Carlisle’s alternative calculation of each disputed item. If Carlisle delivers a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectivelyDispute Notice to ECS within such 45-day period, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser ECS and the Seller Carlisle shall negotiate in good faith to attempt to resolve the Objection, but if dispute during the Objection cannot be resolved by negotiation between 30-day period commencing on the parties within thirty (30) days after Purchaser's receipt of date ECS receives the Objection, Purchaser shall cause Purchase Price Dispute Notice from Carlisle. Any item set forth in the Proposed Closing Date Calculations or the Closing Balance Sheet, the Closing Schedule, the Objection, Statement and all work papers related thereto (collectively, the "Determination Materials"), not objected to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination Purchase Price Dispute Notice shall be final and binding on the Parties for purposes of this Section 2.8. If Carlisle and ECS reach agreement on the final resolution of any matter specified in the Purchase Price Dispute Notice during such 30-day period, the resolution of such matter shall be in writing signed by Carlisle and ECS and shall be final and binding upon the Parties for purposes of this Section 2.8. If Carlisle and ECS do not agree upon a final resolution with respect to any disputed items specified in the Purchase Price Dispute Notice within such 30-day period, then, at the election of either Party, the remaining items in dispute shall be submitted as promptly as practicable to PricewaterhouseCoopers LLP, or if PricewaterhouseCoopers LLP refuses such submission, the dispute resolution group of a nationally-recognized, independent accounting firm agreed upon by ECS and Carlisle (such accounting firm, the “Accounting Firm”), the determination of the Accounting Firm being conclusive and binding on the Parties and shall not be subject to court review or otherwise appealable. The Accounting Firm shall be instructed, and Carlisle and ECS shall (and ECS shall cause the "Arbitration Decision"Buyers and the Acquired Business to) use commercially reasonable efforts to cause the Accounting Firm, to render a determination (acting as an arbitrator and not as an expert) of the applicable matters in dispute within 45 days after referral of such matters to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. In a potential dispute resolution procedure referred to the Accounting Firm pursuant to this Section 2.8(b), all prior discussions related thereto shall, unless otherwise agreed by Carlisle and ECS, be governed by Rule 408 of the Federal Rules of Evidence and neither party may discuss, use or rely upon the other party’s conduct or statements during such dispute resolution or in any communication with the Accounting Firm. (iii) Within 15 days after the engagement of the Accounting Firm, Carlisle and ECS shall present their respective positions with respect to the matters in dispute referred to the Accounting Firm in the form of a written report, a copy of which shall be delivered to the other party, and no ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings shall be conducted or allowed; provided, however, that at the Accounting Firm’s request, or as mutually agreed by Carlisle and ECS, Carlisle and ECS may meet with the Accounting Firm so long as representatives of both Carlisle and ECS are present. The Accounting Firm’s determination shall be based solely on (A) the written reports submitted to the Accounting Firm by Carlisle and ECS, (B) if agreed between the Parties, oral submissions by Carlisle and ECS at meetings held in compliance with the prior sentence (i.e., not on independent review) and (C) the definitions and other terms included herein; provided, however, that in resolving a disputed item, the Accounting Firm may not assign a value to any particular item greater than the greatest value for such item or less than the smallest value for such item, in each case, claimed by ECS or Carlisle in the Proposed Closing Date Calculations or the Purchase Price Dispute Notice. The Accounting Firm’s decision with respect to the matters in dispute referred to it shall be final, conclusive and binding on the Parties, and any Party may seek to enforce such decision in a court of competent jurisdiction. (iv) The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Carlisle and ECS, and any associated engagement fees shall be initially borne 50% by Carlisle and 50% by ECS; provided, however, that such fees shall ultimately be borne as set forth below. All other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the Party incurring such cost and expense. The fees and disbursements of the Accounting Firm shall ultimately be allocated between Carlisle and ECS in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such Party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. Such determination of the Accounting Firm shall be conclusive and binding upon the Parties. The Proposed Closing Date Calculations and the Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.8(b) and, as so revised, such Proposed Closing Date Calculations and such Closing Statement shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment). (dv) The fees Buyers, on the one hand, shall, and expenses shall cause the Acquired Business to, and the Sellers, on the other hand, shall, provide to each other (and their respective accountants and other representatives) such data and information as the other Party may reasonably request (including reasonable access to the Acquired Business’s personnel involved with the preparation of the Accounting Arbitrator Proposed Closing Date Calculations) in connection with preparation and review of the Proposed Closing Date Calculations and the Closing Statement (and each Party and its accountants and other representatives shall be shared by Seller permitted to make copies as they see reasonably necessary) at reasonable times at any time during preparation and Purchaser in inverse proportion to the amount in dispute for which each review of the parties is successfulProposed Closing Date Calculations and the Closing Statement and the resolution of any objections or disputes with respect thereto.

Determination of Final Purchase Price. (ai) Not later than ninety Within one hundred twenty (90120) days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to the Seller (i) audited statements an unaudited balance sheet of the Book Value of the Acquired Transferred Assets and Balance Sheet Liabilities, Assumed Liabilities prepared in good faith by Buyer as of the Effective Adjustment Time (the "“Closing Balance Sheet"”). Together with the Closing Balance Sheet (and based thereon to the extent applicable), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP Buyer shall deliver to Seller a statement ("KPMG"the “Closing Statement”) setting forth Buyer’s good faith calculation of: (A) the Net Working Capital Adjustment, and (iiB) a calculation of the Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by PurchaserPrice. The Closing Balance Sheet and Closing Statement, and each element thereof, shall (i) be prepared in accordance with the books Accounting Principles and records of Seller, be accompanied by reasonable supporting detail. (ii) be prepared in accordance with GAAP, applied consistently with During the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value thirty (30) days immediately following Seller’s receipt of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and Closing Statement (the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c“Closing Statement Review Period”), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves Buyer shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the provide Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary information that Seller reasonably requests that Buyer used to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papersClosing Statement. (ciii) The If Seller shall have thirty (30) days from disagrees with any of the date of its receipt items included in the Closing Statement, then Seller may, on or prior to the last day of the Closing Balance Sheet Statement Review Period, deliver a written notice of such disagreement to Buyer (a “Notice of Disagreement”). To be in proper form, each disagreement contained in a Notice of Disagreement must specify in reasonable detail the nature and amount of such disagreement, as well as a reasonable basis therefor and relevant supporting documentation and calculations (each disagreement meeting the requirements of this Section 2.7(d)(iii) and included in a timely Notice of Disagreement, a “Disputed Item”). If Seller does not deliver a timely Notice of Disagreement meeting the requirements of this Section 2.7(d)(iii), then the Closing Schedule Statement delivered by Buyer pursuant to review Section 2.7(d)(i) above shall be final and binding on the Closing Balance Sheet parties and the Closing Schedule and deemed to agree or disagree as to set forth the Final Purchase Price reflected thereonPrice. If Seller delivers a timely Notice of Disagreement meeting the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedulerequirements of this Section 2.7(d)(iii), then (A) during the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt period following delivery of such ObjectionNotice of Disagreement (the “Resolution Period”), Purchaser Buyer and the Seller shall negotiate seek in good faith to resolve the ObjectionDisputed Item(s); and (B) all items included in the Closing Statement with which Seller does not in the Notice of Disagreement disagree shall be final and binding on the parties and shall be utilized in the computation of the Final Purchase Price. During the Resolution Period, but if Seller shall provide Buyer and its representatives with access to information that Buyer reasonably requests relating to the Objection Notice of Disagreement and Seller’s preparation thereof. Notwithstanding the foregoing, Seller cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in dispute the Closing Balance Sheet to the extent such dispute is based on methods of depreciation, amortization or calculating inventory; provided that such methods are consistent with the Accounting Principles. (iv) If, at the end of the Resolution Period, Buyer and Closing Schedule or that asserted by Seller have not resolved each Disputed Item, then Buyer and Seller shall have the Seller in right to submit the Objection, is the more correct per line itemunresolved Disputed Items to an independent auditor for review and resolution. Such independent auditor shall, and notify Buyer and Seller shall cause such independent auditor to, (A) act as an expert and not an arbitrator, (B) make a final determination based solely on the parties applicable provisions of this Agreement (and not by independent review), (C) base its decision on a single presentation submitted in writing by each of its Buyer and Seller and on one written response to each such presentation (unless such independent auditor requests an additional response from either Buyer or Seller), and not on independent investigation, (D) with respect to each unresolved Disputed Item, render a determination based upon that must be within the net amount ranges of all line items disputed values claimed by each of Buyer and Seller, and (E) render a final determination as to each Disputed Item within thirty forty-five (3045) days following the receipt end of the Determination Materials, which determination shall be final and conclusive Resolution Period (the "Arbitration Decision"“Auditor Review Period”). (d) . During the Auditor Review Period, each of Buyer and Seller shall provide such independent auditor with reasonable access to information relating to any Disputed Item. The fees and expenses of the Accounting Arbitrator such independent auditor shall be shared borne by Seller Seller, on the one hand, and Purchaser Buyer, on the other hand, in inverse the same proportion that the aggregate amount of the items unsuccessfully disputed by each (as finally determined by such independent auditor) bears to the aggregate amount in dispute for which each of the Disputed Items submitted to such independent auditor for review and resolution. (v) The final determination as to each Disputed Item as determined by such independent auditor shall be final and binding on the parties is successfulhereto, absent a showing of fraud or willful misconduct, and shall be utilized in the computation of the Final Purchase Price.

Determination of Final Purchase Price. (ai) Not No later than ninety (90) 30 days following the Closing Datedelivery by Purchaser of the Purchaser-Calculated Purchase Price Components, the Sellers’ Representative shall notify Purchaser in writing whether it accepts or disputes the accuracy of the calculation of the Purchaser-Calculated Purchase Price Components. During such 30-day period, Purchaser shall furnish provide the Sellers’ Representative and its Representatives with such access to the Seller (i) audited statements of the Book Value financial books and records of the Acquired Assets and Balance Sheet LiabilitiesCompanies, as well as any relevant work papers as it may reasonably request, to reasonably enable it to evaluate the calculation of the Effective Time (Purchaser-Calculated Purchase Price Components. If the "Closing Balance Sheet"Sellers’ Representative accepts Purchaser’s determination of a Purchaser-Calculated Purchase Price Component pursuant to Section 1.5(b), prepared or if the Sellers’ Representative fails within such 30-day period to notify Purchaser of a dispute with respect to any particular Purchaser-Calculated Purchase Price Component, then such Purchaser-Calculated Purchase Price Component determined by Purchaser pursuant to Section 1.5(b) shall be the applicable “Final Purchase Price Component” and reported upon by KPMG Peat Marwick LLP ("KPMG") shall be final and binding on the parties. (ii) If the Sellers’ Representative disputes Purchaser’s determination of the Purchaser-Calculated Purchase Price Components pursuant to Section 1.5(b), the Sellers’ Representative shall provide written notice to Purchaser no later than 30 days following the delivery by Purchaser to the Sellers’ Representative of the Purchaser-Calculated Purchase Price Components (the “Dispute Notice”), setting forth in reasonable detail those items of the Purchaser-Calculated Purchase Price Components that the Sellers’ Representative disputes (the “Disputed Items”), a brief description of the reasons for such dispute and the Sellers’ Representative’s calculation of the Disputed Items. All items in the Purchaser-Calculated Purchase Price Components other than the Disputed Items (“Non-Disputed Items”) shall be the applicable “Final Purchase Price Components” and Closing Net Asset Valueshall be final and binding upon the parties. During the 10-day period following delivery of a Dispute Notice, respectively, Purchaser and the Sellers’ Representative shall negotiate in good faith with a view to resolving their disagreements over the Disputed Items. If the Sellers’ Representative and Purchaser resolve their differences over any of the Disputed Items in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(dforegoing procedure (a “Resolved Disputed Item”), based the “Final Purchase Price Component” in respect of such Resolved Disputed Item shall be the amount agreed upon by them in writing and shall be final and binding on the data contained in parties. If they fail to resolve their differences over any of the Disputed Items within such Closing Balance Sheet. The fees 10-day period, then promptly after the end of such period, either of them may request that a “big four” accounting firm as Purchaser and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall Sellers’ Representative may mutually agree (ithe “Expert”) be prepared make a binding determination as to such Disputed Items in accordance with this Agreement (the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with “Unresolved Disputed Items”). Only Unresolved Disputed Items are subject to resolution by the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and Expert. (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less Expert will have no more than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) 30 days from the date of referral and no more than 10 Business Days from the final submission of written submissions by Purchaser and the Sellers’ Representative within which to render its receipt written decision with respect to the Unresolved Disputed Items (and only with respect to any Unresolved Disputed Items set forth in the Dispute Notice) and the final determination of the Closing Balance Sheet Purchase Price shall be based on the Non-Disputed Items, the Resolved Disputed Items and the Closing Schedule resolution of such Unresolved Disputed Items by the Expert. The Expert shall review such submissions and base its determination solely on such submissions. In resolving any Unresolved Disputed Item, the Expert may not assign a value to review any item greater than the Closing Balance Sheet and maximum value for such item claimed by either party or less than the Closing Schedule and to agree or disagree as to minimum value for such item claimed by either party. The final determination of the Expert of an Unresolved Disputed Item shall be the “Final Purchase Price reflected thereon. If Component” in respect of such Unresolved Disputed Item, shall be final and binding upon the Seller does not agree parties (absent fraud or manifest error), and shall be enforceable by any court of competent jurisdiction. (iv) Each of Purchaser, on the one hand, and the Sellers’ Representative, on the other hand, shall bear its own fees and expenses in connection with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation determination of the Final Purchase Price asserted by Components, provided that in the Seller (collectivelyevent that an Expert is engaged to determine any Unresolved Disputed Items, the "Objection"). Upon fees and expenses of the Expert shall be allocated to and paid by Purchaser's receipt of such Objection, Purchaser on the one hand, and the Seller shall negotiate in good faith to resolve Sellers’ Representative, on the Objectionother hand, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net percentage that the portion of the aggregate amount of all line items disputed within thirty (30) days following the receipt Unresolved Disputed Items not awarded to each party bears to the total amount of the Determination MaterialsUnresolved Disputed Items not awarded to either party, as determined by the Expert, which determination shall be final and conclusive (binding upon the "Arbitration Decision")parties. (d) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful.

Determination of Final Purchase Price. (a) Not later than ninety (90) Within 75 days following after the Closing Date, Purchaser shall furnish deliver to the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time a certificate (the "Closing Balance SheetFinal Purchase Price Certificate"), prepared executed by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a setting forth the calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet including Acquired Working Capital and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")Unbilled Reimbursable Expenses. (b) Representatives If Seller delivers written notice (the "Disputed Items Notice") to Purchaser within 15 days after receipt by Seller of the Final Purchase Price Certificate, stating that Seller shall receive not less than five (5) business days' advance notice thereof objects to any items on the Final Purchase Price Certificate, specifying the basis for such objection and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access setting forth Seller's proposed modification to the other Final Purchase Price, Seller and Purchaser shall attempt to resolve and finally determine and agree upon the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papersFinal Purchase Price as promptly as practicable. (c) The If Seller shall have thirty (30) and Purchaser are unable to agree upon the Final Purchase Price within 15 days from the date of its receipt after delivery of the Closing Balance Sheet Disputed Items Notice, Seller and Purchaser will select an independent accounting firm to resolve the Closing Schedule disputed items and make a determination of the Final Purchase Price. Such determination will be made within 30 days after such selection and will be binding upon the parties. The fees, costs and expenses of the accounting firm so selected will be borne by the party whose positions generally did not prevail in such determination, or if the accounting firm determines that neither party could be fairly found to review be the Closing Balance Sheet prevailing party, then such fees, costs and expenses will be borne 50% by Seller and 50% by Purchaser. (d) If Seller does not deliver the Closing Schedule Disputed Items Notice to Purchaser within 15 days after receipt by Seller of the Final Purchase Price Certificate, the Final Purchase Price specified in the Final Purchase Price Certificate will be conclusively presumed to be true and to agree or disagree correct in all respects and will be binding upon the parties. (e) At such time as the Final Purchase Price is finally determined, either (i) Purchaser shall pay Seller in cash, an aggregate amount equal to the Final Purchase Price reflected thereon. If less the amount paid at Closing under Section 1.2(a) or (ii) Seller does not agree with shall pay Purchaser in cash an aggregate amount equal to the excess of the amount paid at Closing under Section 1.2(a) over the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision")Price. (d) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful.

Determination of Final Purchase Price. (ai) Not As soon as reasonably practicable, but no later than ninety (90) days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to Seller a statement (the Seller (i) audited statements “Closing Statement”), certified by the Chief Financial Officer of Buyer, setting forth Buyer’s good faith determination of the Book Value actual amounts of the Acquired Assets Cash and Balance Sheet LiabilitiesCash Equivalents, as of the Effective Time (the "Closing Balance Sheet")Working Capital, prepared by Purchaser Closing Indebtedness and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) Seller Expenses, together with a calculation of Final the Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaserthereon. The Closing Balance Sheet Statement and the determinations and calculations contained therein shall (i) be prepared in accordance with Section 2.4(e). If the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with Purchase Price set forth on the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required Closing Statement as delivered by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between Buyer exceeds the Estimated Purchase Price and by an amount less than or equal to $10,000,000, the Final Deferred Payment Amount shall be increased by an amount equal to such excess. If the Purchase Price, as determined from Price set forth on the Closing Balance Sheet Statement as delivered by Buyer exceeds the Estimated Purchase Price by an amount greater than $10,000,000, (x) the Deferred Payment Amount shall be increased by an amount equal to $10,000,000 and (y) Buyer shall, or shall cause a Group Company to, pay to Seller an amount equal to such excess in excess of $10,000,000 by wire transfer of immediately available funds within three (3) Business Days after the amount receipt of the EBITDA Adjustment, if any (Closing Statement. The foregoing payment shall in no way act as a waiver of Seller’s right to dispute the "preparation or content of the Closing Schedule"Statement as described in Section 2.4(b)(ii). (bii) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have Within thirty (30) days from the date of its following receipt by Seller of the Closing Balance Sheet and Statement (the “Review Period”), Seller shall deliver written notice (an “Objection Notice”) to Buyer of any dispute it has with respect to the preparation or content of the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereonStatement. If the Seller does not agree timely deliver an Objection Notice with respect to the Final Purchase Price reflected Closing Statement within the Review Period, the Closing Statement and any amount, determination or calculation therein shall be final, conclusive and binding on the Closing Balance Sheet or Parties. If an Objection Notice is timely delivered within the Closing ScheduleReview Period, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, Buyer and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”) during the Objection, but if thirty (30) days immediately following the delivery of the Objection canNotice (the “Consultation Period”). If Buyer and Seller, notwithstanding such good faith efforts, fail to resolve any Objection within the Consultation Period (each, a “Disputed Objection”), then Buyer and Seller shall jointly engage Ernst & Young LLP (the “Accounting Firm”) to resolve only the Disputed Objections (acting as an expert and not be resolved by negotiation between the parties an arbitrator) in accordance with this Agreement (including Section 2.4(e)) as soon as practicable thereafter (but in any event within thirty (30) days after Purchaser's receipt such engagement of the Objection, Purchaser Accounting Firm). Buyer and Seller shall use reasonable best efforts to cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), Accounting Firm to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on deliver a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed written report within such thirty (30) days following day period containing its calculation of (A) the receipt Disputed Objections (which calculation shall not be a value greater than the greatest value for such Disputed Objection claimed by either party nor smaller than the smallest value for such Disputed Objection claimed by either party) and (ii) the Final Purchase Price (as defined below) as of the Determination MaterialsClosing Date based upon items not in dispute and the Disputed Objections determined by the Accounting Firm. All Objections that are resolved between the Parties and all Disputed Objections that are determined by the Accounting Firm will be final, which determination conclusive and binding on the Parties. The terms of appointment of the Accounting Firm shall be final as agreed upon between Seller and conclusive (the "Arbitration Decision"). (d) The fees Buyer, and any related costs and expenses of the Accounting Arbitrator Firm shall be shared borne pro rata between Buyer, on the one hand, and Seller, on the other hand, in proportion to the final allocation made by the Accounting Firm of the Disputed Objections in relation to the claims made by Seller and Purchaser in inverse Buyer, such that the prevailing party pays the lesser proportion to of such costs and expenses. Buyer and Seller shall enter into an engagement letter with the amount in dispute for which each of the parties is successfulAccounting Firm, including customary indemnity and other provisions.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety sixty (9060) days following after the Closing Date, Purchaser Parent shall furnish prepare and deliver to the Seller Representative (iA) audited statements a proposed calculation of the Book Value Net Working Capital, (B) a proposed calculation of the Acquired Assets amount of Cash and Balance Sheet LiabilitiesCash Equivalents, as (C) a proposed calculation of the Effective Time amount of Closing Date Funded Indebtedness, (D) a proposed calculation of the "Closing Balance Sheet")amount of Seller Expenses, prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (iiE) a proposed calculation of Final the Purchase Price and (which calculations shall collectively be referred to herein as the “Proposed Closing Net Asset Value, respectively, Date Calculations”). If Parent fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the respective formulas therefor set forth in foregoing, the Representative shall retain (at the expense of Parent) a nationally or regionally recognized independent accounting firm to provide an audit of the Group Companies’ books, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 3.1(a) and Section 3.1(d2.9(b), based the determination of such accounting firm being conclusive and binding on the data contained parties hereto; provided, however, that the Representative reserves any and all other rights granted to it in such Closing Balance Sheet. The fees and expenses this Agreement. (ii) If the Representative does not give written notice of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall any dispute (a “Purchase Price Dispute Notice”), which notice (i) may only be delivered by the Representative if such dispute is based on its belief that the Proposed Closing Date Calculations contain mathematical errors or were not prepared in accordance with the books provisions of this Agreement and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value shall set forth proposed calculations of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses and the Balance Sheet Liabilities Purchase Price (which calculations shall collectively be determined in accordance with Section 3.1(creferred to herein as the “Representative Proposed Closing Date Calculations”), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have Parent within thirty (30) days from of receiving the date Proposed Closing Date Calculations, the Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses and Purchase Price, in each case, for purposes of its receipt of determining the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as Actual Adjustment). Prior to the Final end of such thirty (30) day period, the Representative may accept the Proposed Closing Date Calculations by delivering written notice to that effect to Parent, in which case the Purchase Price reflected thereonwill be finally determined when such notice is given. If the Seller does Representative gives a Purchase Price Dispute Notice to Parent within such 30-day period, Parent and the Representative shall use commercially reasonable efforts to resolve the dispute during the 30-day period commencing on the date Parent receives the Purchase Price Dispute Notice from the Representative. If the Representative and Parent do not agree upon a final resolution with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, respect to any disputed items within such thirty (30) day period, deliver a written objection then the remaining items in dispute shall be submitted immediately to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basisNew York office of KPMG, and a computation of the Final Purchase Price asserted by the Seller (collectivelyor, the "Objection"). Upon Purchaser's receipt of if such Objection, Purchaser and the Seller shall negotiate in good faith firm declines to be retained to resolve the Objectiondispute, but if another nationally-recognized, independent accounting firm reasonably acceptable to Parent and the Objection cannot Representative (in either case, the “Accounting Firm”). The Accounting Firm shall be resolved by negotiation between requested to render a determination of the parties applicable dispute within thirty forty-five (3045) days after Purchaser's receipt referral of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), matter to be submitted to Deloitte & Touche, LLP (the "such Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination MaterialsFirm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be final as agreed upon between the Representative and conclusive Parent, and any associated engagement fees shall be initially borne 50% by the Representative and 50% by Parent; provided that such fees shall ultimately be born by the party against which all such disputed items are resolved by the Accounting Firm in accordance with the below. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties hereto in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. In resolving the disputed items, the Accounting Firm shall (i) limit its review to determining whether, considering all such disputed items, the aggregate amount for all such items set forth in the Proposed Closing Date Calculations (the "Arbitration Decision"“Parent Proposed Amount”) or the aggregate amount for all such items set forth in the Representative Proposed Closing Date Calculations (the “Seller Proposed Amount”) is more consistent with the related definitions of Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses and Purchase Price set forth in this Agreement, and (ii) resolve all such disputed items by choosing such aggregate amount (i.e., the Seller Proposed Amount or the Parent Proposed Amount) that it determines to be more consistent with such definitions. Such determination of the Accounting Firm shall be conclusive and binding upon the parties hereto. The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.9(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment). (diii) The fees Surviving Entity shall, and expenses shall cause each of its Subsidiaries to, make its financial records reasonably available to the Representative and its accountants and other representatives at reasonable times at any time (in a manner so as to not interfere unreasonably with the normal business operations of the Accounting Arbitrator shall be shared Surviving Entity) during the review by Seller the Representative of, and Purchaser in inverse proportion to the amount in dispute for which each resolution of any objections with respect to, the parties is successfulProposed Closing Date Calculations.

Determination of Final Purchase Price. (a) Not later than ninety (90) days following the Closing Date, Purchaser shall furnish to the Seller (i) audited statements As soon as reasonably practicable, but no later than 120 days after the Closing Date (the “Closing Statement Due Date”), Buyer will prepare and deliver to Sellers’ Representative a statement (the “Closing Statement”) setting forth Buyer’s good faith determination of the Book Value actual amounts of the Acquired Assets Closing Net Working Capital, Closing Cash and Balance Sheet LiabilitiesCash Equivalents, as of the Effective Time (the "Closing Balance Sheet")Indebtedness and Seller Expenses, prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) together with a calculation of Final the Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees amounts and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaserwith related supporting documentation and calculations. The Closing Balance Sheet shall (i) Statement and the determinations and calculations contained therein will be prepared in accordance with the books and records of Selleraccounting procedures set forth in Section 2.4(d). If the Closing Statement has not been delivered by the Closing Statement Due Date, (ii) be prepared in accordance with GAAP, applied consistently with then the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets Estimated Closing Statement shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall automatically deemed to be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet Statement (and to have been received by Sellers’ Representative on the amount Closing Statement Due Date for purposes of the EBITDA Adjustment, if any (the "Closing Schedule"Section 2.4(b)(ii)). (bii) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) Within 45 days from the date of its following receipt by Sellers’ Representative of the Closing Balance Sheet and Statement, Sellers’ Representative may deliver written notice (an “Objection Notice”) to Buyer specifying in reasonable detail any dispute it has with respect to the preparation or content of the Closing Schedule Statement, which Objection Notice shall include Sellers’ Representative’s alternative calculations with respect to review each disputed component of the Closing Balance Sheet Statement along with the basis for each disputed item and amount, together with related supporting documentation and calculations. Any amount, determination or calculation contained in the Closing Schedule Statement and to agree or disagree as not disputed in a timely delivered Objection Notice will be final, conclusive and binding on the Parties, absent manifest error. If Sellers’ Representative does not deliver an Objection Notice with respect to the Final Purchase Price reflected thereon. If Closing Statement within such 45-day period, or if Sellers’ Representative notifies Buyer in writing prior to the Seller does not agree with the Final Purchase Price reflected on end of such period that Sellers’ Representative waives its rights to dispute the Closing Balance Sheet or the Closing ScheduleStatement, then the Seller shallClosing Statement will be final, conclusive and binding on the Parties, absent manifest error. If an Objection Notice is timely delivered within such thirty (30) 45-day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, Buyer and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall Sellers’ Representative will negotiate in good faith to resolve the each dispute raised therein (each, an “Objection”). If Buyer and Sellers’ Representative, but if notwithstanding such good faith efforts, fail to resolve all Objections within 30 days after Sellers’ Representative delivers the Objection canNotice, then Buyer and Sellers’ Representative will jointly engage an unconflicted, nationally-recognized accounting firm mutually acceptable to and selected by each of Buyer and Sellers’ Representative, acting reasonably (the “Accounting Firm”) to resolve such disputes (acting as an expert and not be resolved by negotiation between the parties an arbitrator) in accordance with this Agreement (including Section 2.4(d)) as soon as practicable thereafter (but in any event within thirty (30) 30 days after Purchaser's receipt engagement of the ObjectionAccounting Firm). At or prior to such engagement, Purchaser each of Buyer and Sellers’ Representative shall cause submit to the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which Firm such Party’s computation of the positions assertedPurchase Price, either based on such Party’s position with respect to the matters that asserted by Purchaser are the subject of the Objections (such Party’s “Proposed Resolution”). The objective of the selection of the Accounting Firm is to retain a competent party with individuals within such organization who have expertise in resolving disputes of the nature contemplated in this Section 2.4(b) and which Accounting Firm does not have to the extent possible a material relationship with Buyer or Sellers’ Representative and which individuals do not have individual conflicts or material or prospective relationships with Buyer or Sellers’ Representative. Xxxxx and Sellers’ Representative will request that the Accounting Firm deliver a written report containing its calculation of the disputed Objections within such 30-day period. The Accounting Firm will only consider those items and amounts set forth in the Closing Balance Sheet and Closing Schedule Statement or that asserted by the Seller Sellers’ Representative believes should be set forth in the ObjectionClosing Statement, as the case may be, as to which Buyer and Sellers’ Representative have disagreed within the time periods, which have not been resolved as of the time the Accounting Firm is the more correct per line itemengaged, and notify on the parties terms specified above. The Accounting Firm must resolve the matter in writing accordance with the terms and provisions of this Agreement. The Accounting Firm will make its determination based upon on written submissions and/or presentations and supporting material provided by Xxxxx and Sellers’ Representative and, at its election, pursuant to responses provided by Xxxxx and Sellers’ Representative to inquiries posed by the net amount Accounting Firm based on such written submissions and/or presentations and supporting material but not pursuant to its independent review; provided, however, that each of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination Buyer and Sellers’ Representative shall be final permitted, at their respective options and in addition to any request for a presentation by the Accounting Firm, to provide one oral presentation to the Accounting Firm. There shall be no ex parte communications with the Accounting Firm and all written communications to the Accounting Firm shall be made with copy to the other party, the Accounting Firm shall be directed by each of Buyer and Sellers’ Representative to copy each other party on any communications to Buyer or Sellers’ Representative (as applicable), and any presentations to the Accounting Firm will be made with the other party (and its applicable Representatives) in attendance (which attendance may be virtual). The Purchase Price finally determined by the Accounting Firm will not be greater than Sellers’ Representative’s Proposed Resolution or less than Buyer’s Proposed Resolution. All Objections that are resolved between each of Buyer and Sellers’ Representative or are determined by the Accounting Firm will be final, conclusive (and binding on the "Arbitration Decision"). (d) Parties, absent manifest error. The fees and expenses of the Accounting Arbitrator Firm will be apportioned by the Accounting Firm to Sellers’ Representative (from the Seller Reserve Amount), on the one hand, and Buyer, on the other hand, as follows: (x) to Sellers’ Representative, a portion of such total amount of fees and expenses equal to a fraction, the numerator of which is the excess (if any) of Sellers’ Representative’s Proposed Resolution over the Purchase Price finally determined by the Accounting Firm and the denominator of which is the difference between Sellers’ Representative’s Proposed Resolution and Xxxxx’s Proposed Resolution, and (y) to Buyer, the remainder of such fees and expenses; for example, if Sellers’ Representative challenges the calculation of the Purchase Price by an amount of $100,000 but the Accounting Firm determines that Sellers’ Representative has a valid claim for only $70,000, then Buyer shall bear seventy percent (70%) of such fees and expenses and Sellers’ Representative shall bear (from the Seller Reserve Amount) the other thirty percent (30%) of such fees and expenses. To the extent the Accounting Firm requires payment prior to delivery of its findings, Buyer and Sellers’ Representative shall each pay or cause to be shared paid fifty percent (50%) of such required payment and, following delivery of such findings, Buyer and Sellers’ Representative shall reimburse each other as necessary to achieve the allocation of fees and expenses of the Accounting Firm contemplated by Seller this paragraph; provided, that each of Buyer and Purchaser in inverse proportion Sellers’ Representative shall use commercially reasonable efforts to ensure that the Accounting Firm is not required to be paid prior to the amount in dispute for which each delivery of the parties is successfulits findings to Buyer and Sellers’ Representative.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety (90) 60 days following after the Closing Date, Purchaser the Purchasers shall furnish prepare and deliver to the Seller (i) audited statements Sellers the Purchasers’ good faith proposed calculation of the Book Value Purchase Price, together with the Purchasers’ good faith proposed calculations of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilitiesamount of Closing Cash and Cash Equivalents, and (B) are determined Net Working Capital Adjustment, (C) amount of Closing Date Indebtedness and (D) amount of Unpaid Seller Expenses, in accordance each case, including the components thereof and in a manner consistent with and based upon Seller's historical the definitions thereof (which calculations of reserves for liabilities and losses so long shall be collectively referred to herein as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The “Proposed Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"Date Calculations”). (bii) Representatives The Proposed Closing Date Calculations shall become final and binding upon the Parties on the 30th day following the Sellers’ receipt thereof unless the Sellers give written notice of the Seller shall receive not less than five their disagreement (5a “Purchase Price Dispute Notice”) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other Purchasers prior to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final such date. Any Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which Dispute Notice shall specify in reasonable detail the basis nature and amount of any disagreement so asserted (the “Disputed Items”). If a timely Purchase Price Dispute Notice is received by the Purchasers, then the Proposed Closing Date Calculations (as revised as contemplated in this Section l.l(b)(ii)) shall become final and binding upon the Partiers on the earlier of (x) the date the Purchasers and the Sellers resolve in writing any differences they have with respect to any matter specified in the Purchase Price Dispute Notice or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm; provided, that, for purposes of clarity, any items that are not so disputed shall become final and binding upon the objection Parties on a line item basis, and a computation the 30th day following the Sellers’ receipt of the Final Purchase Price asserted by Proposed Closing Date Calculations. During the Seller (collectively30 day-period immediately following the delivery of the Proposed Closing Date Calculations, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser Purchasers and the Seller Sellers shall negotiate seek in good faith to resolve in writing any difference which they may have with respect to any Disputed Item and the ObjectionSellers shall have reasonable access to the books, but if records and working papers of the Objection canPurchasers used in connection with or pertaining to the Purchasers’ preparation of the Proposed Closing Date Calculations. After delivery of any Purchase Price Dispute Notice, the Purchasers shall have reasonable access to the books, records and working papers of the Sellers used in connection with the Sellers’ preparation of the Purchase Price Dispute Notice. If, at the end of the 30-day period after Purchasers’ receipt of a Purchase Price Dispute Notice, any Disputed Item specified in the Purchase Price Dispute Notice has not be been resolved by negotiation between the parties Purchasers and the Sellers, the Purchasers and the Sellers shall submit to a nationally-recognized, independent accounting firm reasonably acceptable to the Purchasers and the Sellers (the “Accounting Firm”) for review and resolution any such Disputed Items which remain in dispute (including such Parties’ proposed resolutions thereof) and which were properly included in the Purchase Price Dispute Notice. The Accounting Firm shall be requested to render a final determination of the applicable remaining Disputed Items (acting as an expert and not as an arbitrator) within thirty (30) 30 days after Purchaser's receipt referral of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), matter to be submitted to Deloitte & Touche, LLP (the "such Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination MaterialsFirm, which determination must be in writing setting forth in reasonable detail the basis therefor and must be based solely on the definitions and other applicable provisions of this Agreement (and not on independent review), on a single presentation submitted by each of the Purchasers and the Sellers and on one written response to each such presentation so submitted, which such determination shall be conclusive and binding on the Parties. The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.1(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Purchase Price and conclusive the final (A) amount of Closing Cash and Cash Equivalents, (B) Net Working Capital, (C) amount of Closing Date Indebtedness and (D) amount of Unpaid Seller Expenses, in each case, for all purposes hereunder (including the "Arbitration Decision"determination of the Actual Adjustment). (diii) The fees and expenses of the Accounting Arbitrator Firm shall be shared borne proportionately by Seller the US Purchaser, on the one hand, and Purchaser the US Seller, on the other hand, on the basis of the discrepancy (in inverse proportion dollars) between each such Party’s determination of the Disputed Items (in the aggregate) as presented to the amount in dispute for which each Accounting Firm and the final and binding determination of the parties is successfulDisputed Items (in the aggregate) by the Accounting Firm. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the Party incurring such cost and expense. The Parties shall cause the Accounting Firm (x) to be bound by the principles set forth in this Section 1.1(b), (y) to limit its review to matters specifically set forth in the Purchase Price Dispute Notice, and (z) not to assign a value to any item greater than the greatest value for such item claimed by the Purchasers or the Sellers, respectively, or less than the smallest value for such item claimed by the Purchasers or the Sellers, respectively.

Determination of Final Purchase Price. (ai) Not As soon as reasonably practicable, but no later than ninety (90) 75 days following after the Closing Date, Purchaser shall furnish Buyer will prepare and deliver to Sellers’ Representative a statement (the Seller (i“Closing Statement”) audited statements setting forth Buyer’s good faith determination of the Book Value actual amounts of the Acquired Assets Closing Working Capital, Closing Cash, Closing Indebtedness, Specified Pre-Closing Tax Liabilities and Balance Sheet LiabilitiesClosing Seller Expenses, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) together with a calculation of Final the Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaseramounts. The Closing Balance Sheet shall (i) Statement and the determinations and calculations contained therein will be prepared in accordance with this Agreement, including the books and records of Seller, Accounting Principles. (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required Within 30 days following receipt by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt Sellers’ Representative of the Closing Balance Sheet and Statement, Sellers’ Representative may deliver a written notice (an “Objection Notice”) to Buyer of any dispute they have with respect to the preparation or content of the Closing Schedule to review Statement. Any amount, determination or calculation contained in the Closing Balance Sheet Statement and not disputed in a timely delivered Objection Notice will be final, conclusive and binding on the Parties, absent manifest error. If Sellers’ Representative does not deliver an Objection Notice with respect to the Closing Schedule and to agree Statement within such 30-day period, or disagree as if Sellers’ Representative notifies Buyer in writing prior to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on end of such period that Sellers’ Representative waives its right to dispute the Closing Balance Sheet or the Closing ScheduleStatement, then the Seller shallClosing Statement will be final, conclusive and binding on the Parties, absent manifest error. If an Objection Notice is timely delivered within such thirty (30) -day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, Buyer and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall Sellers’ Representative will negotiate in good faith to resolve the each dispute raised therein (each, an “Objection”). If Buyer and Sellers’ Representative, but if the Objection cannot be resolved by negotiation between the parties notwithstanding such good faith efforts, fail to resolve all Objections within thirty (30) 15 days after Purchaser's receipt Sellers’ Representative delivers an Objection Notice, then Buyer and Sellers’ Representative will jointly engage the dispute resolution group of a nationally recognized accounting firm mutually selected by the Parties, acting reasonably (the “Accounting Firm”) to resolve such disputes (acting as an expert and not an arbitrator) in accordance with this Agreement (including the Accounting Principles) as soon as practicable thereafter. At or prior to such engagement, each Party shall submit to the Accounting Firm such Party’s computation of the ObjectionPurchase Price, Purchaser shall cause based on such Party’s position with respect to the Closing Balance Sheetmatters that are the subject of the Objections (such Party’s “Proposed Resolution”). The objective of the selection of the Accounting Firm is to retain a competent party with individuals within such organization who have expertise in resolving disputes of the nature contemplated in this Section 2.6(b) and which Accounting Firm does not have to the extent possible a material relationship with Buyer, the Closing ScheduleCompany or Sellers and which individuals do not have individual conflicts or material or prospective relationships with Buyer, the Objection, Company or Sellers. Buyer and all work papers related thereto (collectively, Sellers’ Representative will request that the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on Firm deliver a line item basis which written report containing its calculation of the positions asserted, either that asserted by Purchaser disputed Objections as soon as practicable. The Accounting Firm will only consider those items and amounts set forth in the Closing Balance Sheet and Closing Schedule Statement or that asserted by the Seller Buyer or Sellers’ Representative believes should be set forth in the ObjectionClosing Statement, is as the more correct per line itemcase may be, as to which Buyer and notify Sellers’ Representative have disagreed within the parties time periods and on the terms specified above. The Accounting Firm must resolve the matter in writing accordance with the terms and provisions of this Agreement. The Accounting Firm will make its determination based upon on written submissions and/or presentations and supporting material provided by Buyer and Sellers’ Representative and, at its election, pursuant to responses provided by Buyer and Sellers’ Representative to inquiries posed by the net amount of all line items disputed within thirty (30) days following Accounting Firm based on such written submissions and/or presentations and supporting material but not pursuant to its independent review. The Purchase Price finally determined by the receipt of Accounting Firm will not be greater than Sellers’ Representative’s Proposed Resolution or less than Buyer’s Proposed Resolution. All Objections that are resolved between the Determination MaterialsParties or are determined by the Accounting Firm will be final, which determination shall be final conclusive and conclusive (binding on the "Arbitration Decision"). (d) Parties, absent manifest error. The fees and expenses of the Accounting Arbitrator shall Firm will be shared apportioned by the Accounting Firm to Sellers’ Representative (from the Seller Reserve Amount), on the one hand, and Purchaser in inverse proportion Buyer, on the other hand, as follows: (x) to Sellers’ Representative, a portion of such total amount of fees and expenses equal to a fraction, the amount in dispute for numerator of which each is the excess (if any) of Sellers’ Representative’s Proposed Resolution over the parties Purchase Price finally determined by the Accounting Firm and the denominator of which is successfulthe difference between Sellers’ Representative’s Proposed Resolution and Buyer’s Proposed Resolution, and (y) to Buyer, the remainder of such fees and expenses.

Determination of Final Purchase Price. (a) Not later than ninety Within thirty (9030) days following after the Closing Date, the Purchaser shall furnish will prepare and deliver to the Seller (i) audited statements ParentCo a schedule setting forth the calculation of the Book Value of the Acquired Closing Current Assets and Balance Sheet LiabilitiesClosing Liabilities and a certificate setting forth in reasonable detail (including, as of but not limited to, supporting information and calculations) the Effective Time final Purchase Price calculated with reference to such amounts (the "“Post-Closing Balance Sheet"Statement”), . The Post-Closing Statement will be prepared by the Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) Final Pre-Closing Statement (including the accounting policies, practices, methodologies and Section 3.1(djudgments used therein), based on the data contained in such Closing Balance Sheet. The fees Annex I and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(cSchedule 1.3(a)(ii), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses will be used to determine the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives Within thirty (30) days of the Seller shall receive not less than five (5) business days' advance notice thereof and date on which the Purchaser shall have delivered the right proposed Post-Closing Statement to be present when ParentCo (during which period the Purchaser and its shall provide to the representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide designated by ParentCo access to the other appropriate personnel of the Purchaser or its Affiliates, during normal business hours, and all such records, Books and Records, information and documentation as may be reasonably requested by ParentCo, and the Purchaser shall cooperate with ParentCo to enable ParentCo to evaluate the Post-Closing Statement), ParentCo shall either accept such proposed Post-Closing Statement or shall object to such Post-Closing Statement, in each case by delivering a notice in writing to the books Purchaser (provided, however, that if no such written notice is provided within such period, ParentCo shall be deemed to have accepted such Post-Closing Statement in its entirety) and records shall specify in reasonable detail (including, but not limited to, supporting information and calculations) the nature and dollar amount of any disagreement so asserted. If ParentCo’s calculation of the final Purchase Price is within $400,000 of Purchaser’s calculation, the final Purchase Price shall be the average of ParentCo’s calculation and Purchaser’s calucaltion. If ParentCo’s calculation of the final Purchase Price is not within $400,000 of Purchaser’s calculation, and the parties are unable to agree on the Post-Closing Statement within thirty (30) days (which are under their respective control may be extended by the mutual agreement of the Purchaser and ParentCo) of the date the Purchaser delivers the proposed Post-Closing Statement to ParentCo, the disputed items of the Post-Closing Statement shall be determined, with the cooperation of the Purchaser and ParentCo, by the Reviewing Accountants; provided that any settlement negotiations will not be discoverable by or custody which are necessary communicated to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papersReviewing Accountants. (c) The Seller parties shall have thirty (30) days from instruct the date Reviewing Accountants to select one of its receipt their partners experienced in purchase price adjustment disputes to make a final determination of the Closing Balance Sheet and the Closing Schedule final Purchase Price with reference to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as such amounts to the Final Purchase Price reflected thereon. If the Seller does not agree extent such amounts are in dispute, solely in accordance with the Final Purchase Price reflected on Pre-Closing Statement (including the Closing Balance Sheet accounting policies, practices, methodologies and judgments used therein), Annex I and Schedule 1.3(a)(ii) and the procedures set forth in this Agreement. In making such determination with respect to any disputed amount, the Reviewing Accountants shall be required to accept either the aggregate amount proposed by the Purchaser or the Closing Scheduleamount proposed by ParentCo, then and the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which party whose proposed amount is not accepted by the Reviewing Accountants shall specify in reasonable detail the basis pay for the objection on a line item basis, and a computation reasonable fees of the Final Purchase Price asserted by Reviewing Accountant. The parties shall also instruct the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith Reviewing Accountants to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of make its determination based upon solely on written submissions by the net amount Purchaser and ParentCo which are in accordance with the Final Pre-Closing Statement (including the accounting policies, practices, methodologies and judgments used therein), Annex I and Schedule 1.3(a)(ii) and the procedures set forth in this Agreement (i.e., not on the basis of all line items disputed within thirty an independent review). The determination of the final Purchase Price shall become final and binding on the parties on the date the Reviewing Accountants deliver its final resolution in writing to the parties (30which final resolution shall be requested by the parties to be delivered not more than sixty (60) days following the receipt submission of the Determination Materialssuch disputed matters), which determination shall be final and conclusive (the "Arbitration Decision")absent fraud or manifest error. (d) The fees If the final Purchase Price as determined pursuant to this Section 1.6 (the “Final Purchase Price”) is less than the Estimated Purchase Price (the “Closing Deficiency”), then the Purchaser and the Sellers shall deliver a joint written authorization to the Escrow Agent within five (5) business days from the date on which the Post-Closing Statement is agreed to or finally determined in accordance with this Section 1.6, instructing the Escrow Agent (i) to pay to the Purchaser an amount equal to the Closing Deficiency (together with any interest earned on such amount through the date of the release of the funds), and (ii) after payment of the Closing Deficiency (together with such interest) to the Purchaser pursuant to clause (i), to pay the remaining portion of the Escrow Amount, if any (together with any interest earned on such amount through the date of the release of the funds) to the Sellers. If the amount of the Closing Deficiency exceeds the amount of the Escrow Amount, the Sellers will pay the Purchaser in immediately available funds via wire transfer to an account designated by the Purchaser, within five (5) business days from the date on which the Post-Closing Statement is agreed to or finally determined in accordance with Section 1.6, an amount equal to such excess in accordance with Bankruptcy Code Section 364(c)(1), and such obligation shall receive super-priority administrative claim status having priority over any and all administrative expenses of the Accounting Arbitrator shall be shared kinds specified in Bankruptcy Code Section 503(b), 506(c), 507(a) or 507(b). If the Final Purchase Price is greater than the Estimated Purchase Price (the “Closing Overage”), then (x) the Purchaser will pay the Sellers or as the Sellers may direct in immediately available funds via wire transfer to an account or accounts designated in writing by Seller and Purchaser in inverse proportion the Sellers an amount equal to the amount Closing Overage, within five (5) business days from the date on which the Post-Closing Statement is agreed to or finally determined in dispute for accordance with this Section 1.6, and (y) the Purchaser and the Sellers shall deliver a joint written authorization to the Escrow Agent within five (5) business days from the date on which each of the parties Post-Closing Statement is successfulagreed to or finally determined in accordance with this Section 1.6, instructing the Escrow Agent to pay to the Sellers the Escrow Amount (together with all interest earned on such amount).

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety sixty (9060) days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to Seller proposed good faith calculations of (A) the Net Working Capital, (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Funded Indebtedness, (D) the amount of Unpaid Seller Expenses and (iE) audited statements the Purchase Price based thereon (collectively, the “Proposed Closing Date Calculations”), in each case, including reasonably detailed calculations of the Book Value of components thereof and prepared in a manner consistent with the Acquired Assets and Balance Sheet Liabilities, as of definitions thereof. Buyer agrees to prepare the Effective Time (the "Proposed Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, Date Calculations in accordance with the respective formulas therefor Accounting Principles and the definitions and other terms included in this Agreement. (A) If Seller does not give written notice of any dispute (a “Purchase Price Dispute Notice”) to Buyer within forty-five (45) days of receiving the Proposed Closing Date Calculations, then Buyer and Seller agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Seller Expenses and Purchase Price, in Section 3.1(aeach case, for purposes of determining the Actual Adjustment; provided, however, that in the event that Buyer does not provide any materials reasonably requested by Seller (including any of the Group Companies’ books and records or the working papers of Buyer’s accountants prepared in connection with preparation of the Proposed Closing Date Calculations) and Section 3.1(dwithin three (3) days of request therefor (or such shorter period as may remain in such forty-five (45)-day period), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 forty-five (45)-day period shall be borne extended by Purchaserone (1) day for each additional day required for Buyer to fully respond to such request. The Closing Balance Sheet shall Prior to the end of such forty-five (i) 45)-day period (or such longer period as may be prepared extended in accordance with this paragraph), Seller may accept the books Proposed Closing Date Calculations by delivering written notice to that effect to Buyer, in which case the Purchase Price will be finally determined when such notice is given. For the avoidance of doubt, Seller may provide a Purchase Price Dispute Notice on the basis that it has not been provided with adequate information to understand and records of Sellerevaluate the differences between the Proposed Closing Date Calculations, (ii) be prepared in accordance with GAAPon the one hand, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value and Buyer’s calculation of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof Proposed Closing Date Calculations (and components thereof including the Net Working Capital (and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the differenceNet Working Capital Adjustment, if any), between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of Cash and Cash Equivalents, the EBITDA Adjustmentamount of Closing Date Funded Indebtedness and/or the amount of Unpaid Seller Expenses), if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to on the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The hand. If Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final delivers a Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, Dispute Notice to Buyer within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision"). (d) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful.forty-five

Determination of Final Purchase Price. (a) Not As soon as practicable, but no later than ninety (90) days following after the Closing Date, Purchaser shall furnish prepare and deliver to the Representative proposed calculations of (A) the Net Working Capital, (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Funded Indebtedness, (D) the amount of Unpaid Seller Expenses and (iE) audited statements based on the foregoing items, the Purchase Price (which calculations shall collectively be referred to herein as the “Proposed Closing Date Calculations”). If Purchaser fails to timely deliver any of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Proposed Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, Date Calculations in accordance with the respective formulas therefor set forth foregoing, then, at the election of the Representative in Section 3.1(a) and Section 3.1(d)its sole discretion, based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall either (i) the Actual Adjustment shall be prepared in accordance with the books and records of Seller, deemed to equal zero or (ii) be prepared in accordance with GAAPthe Representative may retain (at the expense of Purchaser) a nationally recognized independent accounting firm to review the Group Companies’ books, applied consistently with review the accounting principles used to prepare annual financial statements calculation of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and make any adjustments necessary thereto consistent with the Final Purchase Priceprovisions of this Section 3.5, as determined from the Closing Balance Sheet and the amount determination of such accounting firm shall be conclusive and binding on the EBITDA Adjustmentparties hereto; provided, if however, that the Representative reserves any (the "Closing Schedule")and all other rights granted to it in this Agreement. (b) Representatives If the Representative does not give written notice of any dispute (a “Purchase Price Dispute Notice”) to Purchaser within forty-five (45) days of receiving the Proposed Closing Date Calculations, the Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Seller shall receive Expenses, and the Purchase Price, in each case, for purposes of determining the Actual Adjustment; provided, however, that in the event that Purchaser does not less than provide any materials reasonably requested by the Representative within five (5) business days' advance days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one (1) day for each additional day required for Purchaser to fully respond to such request. Prior to the end of such forty-five (45) day period (or such longer period as may be extended in accordance with this paragraph), the Representative may accept the Proposed Closing Date Calculations by delivering written notice thereof and shall have to that effect to Purchaser, in which case the right Purchase Price will be finally determined when such notice is given. If the Representative delivers a Purchase Price Dispute Notice to Purchaser within such forty-five (45) day period (or such longer period as may be present when Purchaser and its representatives conduct a physical inventory of the Inventory. extended in accordance with this paragraph), Purchaser and the Seller Representative shall each provide access use commercially reasonable efforts to resolve the other to dispute during the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days day period commencing on the date Purchaser receives the Purchase Price Dispute Notice from the date of its receipt of Representative. Any item set forth in the Proposed Closing Balance Sheet Date Calculations and not objected to in the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereonDispute Notice shall be final and binding on the parties hereto. If the Seller does Representative and Purchaser do not agree upon a final resolution with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, respect to any disputed items within such thirty (30) day period, deliver then, at any time after such period ends, at the election of either the Representative or Purchaser, the remaining items in dispute (the “Dispute Items”) shall be submitted immediately to the dispute resolution group of a nationally-recognized, independent accounting firm reasonably acceptable to Purchaser and the Representative (such accounting firm, the “Accounting Firm”). The Accounting Firm shall be instructed, and Purchaser and the Representative shall use commercially reasonable efforts to cause the Accounting Firm, to render a determination of the Dispute Items within forty-five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. (c) Within fifteen (15) days after the engagement of the Accounting Firm, the Representative and Purchaser shall each present their respective positions with respect to the Dispute Items in the form of a written objection report submitted to Purchaser the Accounting Firm, a copy of which shall specify in reasonable detail be delivered to the basis for the objection on a line item basisother party hereto, and a computation of the Final Purchase Price asserted by the Seller within five (collectively, the "Objection"). Upon Purchaser's 5) Business Days after receipt of such Objectionreports, the Representative and Purchaser shall each be permitted to submit a written response to the other party’s report to the Accounting Firm, a copy of which shall be delivered to the other party hereto. No ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings shall be conducted or allowed with the Accounting Firm in connection with the resolution of the Dispute Items; provided that, at the Accounting Firm’s request, or as mutually agreed by the Representative and Purchaser, the Representative and Purchaser may meet with the Accounting Firm so long as representatives of both the Representative and Purchaser are present. The Accounting Firm shall be instructed to not make determinations on any items other than Dispute Items (provided, that if the resolution of a Dispute Item requires a change to a previously resolved item in accordance with this Agreement and the Seller definitions herein, then such resolved item shall negotiate be updated accordingly) and the Accounting Firm’s determination shall be instructed to be based solely on the written reports and the written responses submitted to the Accounting Firm by the Representative and Purchaser as provided herein, oral submissions by the Representative and Purchaser at meetings held in good faith compliance with the prior sentence, and on the definitions and other applicable terms of this Agreement (i.e., not on independent review); provided that, in resolving a Dispute Item, the Accounting Firm may not assign a value to resolve any particular item greater than the Objectiongreatest value for such item or less than the smallest value for such item, but if in each case claimed by Purchaser or the Objection canRepresentative in the written reports presented to the Accounting Firm (which such values submitted by a party shall not be resolved by negotiation between more favorable to such party than the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser values set forth in the Proposed Closing Balance Sheet and Closing Schedule Date Calculations or that asserted by the Seller Purchase Price Dispute Notice, as applicable). The Accounting Firm’s decision with respect to the matters in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination dispute shall be final and conclusive (binding on the "Arbitration Decision")parties hereto, absent fraud or manifest error, and any party may seek to enforce such decision in a court of competent jurisdiction. (d) The fees terms of appointment and expenses engagement of the Accounting Arbitrator Firm shall be shared as agreed upon between the Representative and Purchaser, and any associated engagement fees shall be initially borne 50% by Seller the Representative (on behalf of the Sellers) and 50% by Purchaser; provided that such fees shall ultimately be borne as set forth below. All other costs and expenses incurred by the parties hereto in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. The fees and disbursements of the Accounting Firm shall ultimately be allocated between the Representative (on behalf of the Sellers) and Purchaser in inverse the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount in dispute for which each of such disputed items so submitted. Such determination of the Accounting Firm shall be conclusive and binding upon the parties is successfulhereto. The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 3.5 and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment). (e) Purchaser shall, and shall cause each Group Company to, make its financial records, personnel and accountants, and the working papers of Purchaser’s accountants, available to the Representative and its accountants and other representatives at reasonable times at any time during the period beginning upon the delivery of the Proposed Closing Date Calculations and ending upon the Determination Date.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety sixty (9060) days following after the Closing Date, Purchaser Parent shall furnish prepare and deliver to the Seller Stockholders’ Representative Parent’s good faith proposed calculation of each of (iA) audited statements the amount of Closing Indebtedness, (B) the amount of Company Stockholder Expenses, (C) the amount of Closing Cash, (D) the Closing Working Capital, and (E) the Purchase Price (which calculations shall collectively be referred to herein as the “Proposed Closing Date Calculations”), in each case, including reasonably detailed calculations of the Book Value components thereof and in a manner consistent with the definitions thereof set forth in this Agreement. The Proposed Closing Date Calculations (and each component thereof) shall (1) exclude the impact of any decisions made or actions taken or omitted by Parent or any of the Acquired Assets Group Companies following the Closing, including any change in accounting principles, methods or policies with respect to the Company after the Closing, and Balance Sheet Liabilities(2) not reflect changes in assets or liabilities as a result of purchase accounting adjustments or reflect any events, conditions or circumstances which arise as a result of the Effective Time (change of control and/or ownership of the "Group Companies contemplated by this Agreement. If Parent fails to timely deliver any of the Proposed Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, Date Calculations in accordance with the respective formulas therefor set forth foregoing, then, at the election of the Stockholders’ Representative in Section 3.1(aits sole discretion, either (I) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 Actual Adjustment shall be borne by Purchaser. The Closing Balance Sheet shall deemed to equal zero (i0) be prepared in accordance with or (II) the books and records Stockholders’ Representative may retain (at the expense of Seller, (iiParent) be prepared in accordance with GAAP, applied consistently with the a nationally or regionally recognized independent accounting principles used firm to prepare annual financial statements provide an audit or other review of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value each of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and Group Companies’ books, review the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations calculation of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and make any adjustments necessary thereto consistent with the Final Purchase Priceprovisions of this Section 2.9(b), as determined from the Closing Balance Sheet determination of such accounting firm being conclusive and binding on the amount of the EBITDA Adjustment, if any (the "Closing Schedule")Parties. (bii) Representatives If the Stockholders’ Representative does not give written notice of the Seller shall receive not less than five any dispute (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final “Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30Dispute Notice”) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties Parent within thirty (30) days after Purchaser's receipt of receiving the Objection, Purchaser shall cause the Proposed Closing Balance SheetDate Calculations, the Proposed Closing ScheduleDate Calculations shall be deemed to set forth the final Closing Indebtedness, Company Stockholder Expenses, Closing Cash, Closing Working Capital and Purchase Price, in each case, for purposes of determining the ObjectionActual Adjustment, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive binding upon the Parties. Prior to the end of such thirty (30)- day period, the Stockholders’ Representative may accept the Proposed Closing Date Calculations by delivering written notice to that effect to Parent, in which case the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Indebtedness, Company Stockholder Expenses, Closing Cash, Closing Working Capital, and Purchase Price, in each case, for purposes of determining the Actual Adjustment, and shall be final and binding upon the Parties when such notice is given. If the Stockholders’ Representative gives a Purchase Price Dispute Notice to Parent within such thirty (30)-day period, Parent and the Stockholders’ Representative shall use good faith efforts to resolve the dispute during the thirty (30)-day period commencing on the date Parent receives the Purchase Price Dispute Notice from the Stockholders’ Representative. Any Purchase Price Dispute Notice shall include Stockholders’ Representative’s alternative calculations with respect to each component of the Proposed Closing Date Calculations, along with the basis for and amount of each disputed item, together with supporting documentation. If the Stockholders’ Representative and Parent do not agree upon a final resolution with respect to any disputed items within such thirty (30)-day period, then the remaining items in dispute shall be submitted promptly to a mutually agreeable nationally-recognized, independent accounting firm (the "Arbitration Decision"“Accounting Firm”). Any item not specifically submitted to the Accounting Firm for evaluation shall be deemed final and binding on the Parties (as set forth in the Proposed Closing Date Calculations, the Purchase Price Dispute Notice or as otherwise resolved in writing by Parent and the Stockholders’ Representative). The Accounting Firm shall be requested to render a determination of each disputed item within forty-five (45) days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor and must be based solely on (A) the definitions and other applicable provisions of this Agreement, (B) a single presentation (which presentations shall be limited to the remaining items in dispute set forth in the Proposed Closing Date Calculations and the Purchase Price Dispute Notice) submitted by each of Parent and the Stockholders’ Representative to the Accounting Firm within fifteen (15) days after the engagement thereof (which the Accounting Firm shall forward to Parent or the Stockholders’ Representative, as applicable), (C) one (1) written response to the Stockholders’ Representative’s initial presentation, which response may be submitted to the Accounting Firm by Parent within five (5) Business Days after receipt of the Stockholders’ Representative’s initial presentation (which the Accounting Firm shall forward to the Stockholders’ Representative), and (D) one (1) written response to Parent’s initial presentation, which response may be submitted to the Accounting Firm by the Stockholders’ Representative within five (5) Business Days after receipt of Parent’s initial presentation (which the Accounting Firm shall forward to Parent), and not on independent review, which such determination shall be conclusive and binding on each Party. Ex parte communications by the Accounting Firm with Parent or Stockholders’ Representative regarding substantive matters in connection herewith shall be prohibited. The terms of appointment and engagement of the Accounting Firm shall be as reasonably agreed upon between the Stockholders’ Representative and Parent, and any associated engagement fees shall be initially borne 50% by the Stockholders’ Representative (solely on behalf of the Company Stockholders) and 50% by Parent; provided, however, that such fees shall ultimately be borne by Parent and the Stockholders’ Representative (solely on behalf of the Company Stockholders) in the same proportion as the aggregate amount of the disputed items that is unsuccessfully disputed by each such Party (as determined by the Accounting Firm) bears to the total amount of the disputed items submitted to the Accounting Firm. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the Party incurring such cost and expense. The Accounting Firm shall resolve each disputed item by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the presentations (and, if applicable, the responses) delivered to the Accounting Firm pursuant to this Section 2.9(b)(ii). The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.9(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Closing Indebtedness, Company Stockholder Expenses, Closing Cash, Closing Working Capital and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment) and shall be final and binding upon the Parties. (diii) Parent shall, and shall cause each of the Group Companies to, promptly make its relevant financial records and personnel available to the Stockholders’ Representative and its accountants and other representatives at reasonable times at any time during the review by the Stockholders’ Representative of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations. (iv) The fees Parties agree that the procedures set forth in this Section 2.9(b) for resolving disputes with respect to the Proposed Closing Date Calculations shall be the sole and expenses exclusive method for resolving any such disputes; provided, however, that this provision shall not prohibit Parent or the Stockholders’ Representative from instituting litigation to enforce any final determination of the Purchase Price by the Accounting Firm pursuant to Section 2.9(b)(ii) in any court or other tribunal of competent jurisdiction in accordance with Section 11.15. The substance of the Accounting Arbitrator Firm’s determination shall not be shared subject to review or appeal, absent a showing of fraud or manifest error. It is the intent of the Parties to have any final determination of the Purchase Price by Seller the Accounting Firm proceed in an expeditious manner; provided, however, that any deadline or time period contained herein may be extended or modified by the written agreement of Parent and Purchaser in inverse proportion the Stockholders’ Representative and the Parties agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the amount in dispute for which each terms of the parties is successfulthis Section 2.9(b).

Determination of Final Purchase Price. (a) Not later than ninety The following procedures shall apply with respect to the preparation of the Seller Adjustment Report (90as defined below): (i) days As soon as reasonably practicable following the Closing Date (but no later than sixty (60) days after the Closing Date) (such period, Purchaser the “Report Period”), U.S. Seller shall furnish deliver to Buyer a statement (the “Seller Adjustment Report”) setting forth in reasonable detail U.S. Seller’s good-faith calculation of Net Working Capital, Closing Date Cash, and Closing Date Indebtedness. For the avoidance of doubt, to the Seller (i) audited statements extent an item is included in the calculation of Net Working Capital, Closing Date Cash, or Closing Date Indebtedness, it shall not be included in the calculation of the Book Value remaining two defined terms. Solely for purposes of calculating Net Working Capital, Closing Date Cash, and Closing Date Indebtedness, the Closing shall be deemed to have occurred at 5:01 pm, Pacific time, on the Closing Date and any actions undertaken by Buyer with respect to the Acquired Assets and Balance Sheet Liabilities, as of Companies following the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and shall be disregarded. (ii) a calculation During the Report Period, each party shall make available to the other and its Representatives reasonable access during normal business hours to all relevant personnel, Representatives of Final Purchase Price and Closing Net Asset ValueBuyer or Seller, respectivelyas the case may be, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c)Companies and, and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related available to the Acquired Assets or Sellers, the Assumed LiabilitiesJV, and (B) are determined other items reasonably requested by U.S. Seller or Buyer in accordance connection with U.S. Seller’s preparation and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any delivery of the foregoing deviate from GAAP, then such reserves shall be determined in accordance Seller Adjustment Report and any dispute with GAAP. The Closing Balance Sheet shall be accompanied respect thereto as contemplated by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")this Section 2.4. (b) Representatives The following procedures shall apply with respect to the review of the Seller shall receive not less than five Adjustment Report: (5i) business days' advance notice thereof and Buyer shall have the right to be present when Purchaser and its representatives conduct a physical inventory period of sixty (60) days after receipt by Buyer of the Inventory. Purchaser and Seller Adjustment Report to review such Report (the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers“Review Period”). (cii) The If Buyer does not deliver to U.S. Seller shall have thirty a written statement describing any objections Buyer has to the Seller Adjustment Report (30a “Notice of Disagreement”) days from on or before the date of its receipt final day of the Closing Balance Sheet Review Period, then Buyer shall be deemed to have irrevocably accepted such Seller Adjustment Report, and such Seller Adjustment Report shall be deemed to be the Closing Schedule to review “Final Adjustment Report” for purposes of the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereonpayment (if any) contemplated by Section 2.4(c). If Buyer delivers to U.S. Seller a Notice of Disagreement on or before the Seller does not agree with final day of the Final Purchase Price reflected on the Closing Balance Sheet or the Closing ScheduleReview Period, then the U.S Seller shall, within such thirty (30) day period, deliver a written objection and Buyer shall attempt to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate resolve in good faith to resolve the Objection, but if matters contained in the Objection cannot be resolved by negotiation between the parties Notice of Disagreement within thirty (30) days after Purchaser's Buyer’s receipt of the ObjectionNotice of Disagreement (the “Resolution Period”). If U.S Seller and Buyer reach a resolution with respect to such matters on or before the final day of the Resolution Period, Purchaser then the Seller Adjustment Report, as modified by such resolution, shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), be deemed to be submitted to Deloitte & Touchethe “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c). (iii) If such a resolution is not reached on or before the final day of the Resolution Period, LLP then U.S Seller and Buyer shall promptly (and in any event no later than fifteen (15) days after the last day of the Resolution Period) retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Notice of Disagreement (the "“Disputed Items”) to the Accounting Arbitrator"Firm for resolution in accordance with this Section 2.4(b)(iii), which shall review the Determination Materials . The Accounting Firm will be instructed to (A) make a final determination on an expedited basis (and determine on a line item basis which in any event within forty-five (45) days after submission of the Disputed Items) with respect to each of the Disputed Items (and only the Disputed Items) that is within the range of the respective positions assertedtaken by each of Buyer and Seller and (B) prepare and deliver to U.S Seller and Buyer a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Disputed Item (the “Accounting Firm’s Report”). During the ten (10) days after submission of the Disputed Items to the Accounting Firm, either that asserted by Purchaser in each of U.S Seller and Buyer may provide the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties Accounting Firm with a definitive statement in writing of its positions with respect to the Disputed Items (and only the Disputed Items). The Accounting Firm will be provided with reasonable access to the books and records of Buyer, Sellers and the Acquired Companies for purposes of making its final determination based upon with respect to the net amount Disputed Items, and Buyer, Sellers, and the Acquired Companies shall otherwise reasonably cooperate with the Accounting Firm in connection therewith. Each of all line items disputed within thirty Buyer and Sellers agrees that (301) days following the receipt Accounting Firm’s determination with respect to each Disputed Item as reflected in the Accounting Firm’s Report shall be deemed to be final, conclusive and binding, absent fraud or manifest error, (2) the Seller Adjustment Report, as modified by any changes thereto in accordance with the Accounting Firm’s Report, shall be deemed to be the “Final Adjustment Report” for purposes of the Determination Materialspayment (if any) contemplated by Section 2.4(c), which determination (3) the procedures set forth in this Section 2.4 shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report and conclusive (4) the "Arbitration Decision")Accounting Firm’s determination under this Section 2.4(b)(iii) shall be enforceable as an arbitral award, and judgment may be entered thereupon in any court having jurisdiction over the Party against which such determination is to be enforced. (div) Each of Buyer, on the one hand, and Sellers, on the other hand, shall pay its own respective costs and expenses incurred in connection with this Section 2.4. The fees and expenses of the Accounting Arbitrator Firm shall be shared allocated to be paid by Seller Buyer, on the one hand, and Purchaser in inverse proportion Sellers, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount in dispute for which each actually contested by such party, as determined by the Accounting Firm. (c) Within five (5) Business Days after the determination of the parties Final Adjustment Report in accordance with this Section 2.4: (i) if the Additional Payment Amount is successfula positive number, then Buyer shall pay an amount in cash equal to the Additional Payment Amount to Sellers by wire transfer of immediately available funds to an account of U.S. Seller designated in writing by U.S. Seller to Buyer; or (ii) if the Additional Payment Amount is a negative number, then Sellers shall pay an amount in cash equal to the absolute value of the Additional Payment Amount to Buyer by wire transfer of immediately available funds to an account of Buyer designated in writing by Buyer to Seller.

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable following the Closing Date (but no later than ninety (90) days following after the Closing Date), Purchaser Buyer shall furnish deliver to Seller a statement (the Seller “Buyer Adjustment Report”) setting forth in reasonable detail Buyer’s good-faith calculation of: (i) audited statements of the Book Value of the Acquired Assets Net Working Capital (“Actual Working Capital”), Cash (“Actual Cash”), Indebtedness (“Actual Indebtedness”) and Balance Sheet LiabilitiesTransaction Expenses (“Actual Transaction Expenses”), in each case, as of the Effective Time (Closing and without giving effect to the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") transactions contemplated hereby; and (ii) a calculation on the basis of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(dforegoing clause (i), based on the data contained resulting Closing Payment, calculated in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchasermanner described below. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value Payment for purposes of the Acquired Assets Buyer Adjustment Report shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses an amount equal to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed LiabilitiesBase Purchase Price, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as minus the same are not inconsistent with GAAPActual Indebtedness, provided that if any of (C) plus the foregoing deviate from GAAPActual Cash, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing (D) minus Actual Transaction Expenses, (E) plus the differenceamount, if any, between by which Actual Working Capital exceeds Target Working Capital by more than $500,000 or minus the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustmentamount, if any (the "Closing Schedule")any, by which Target Working Capital exceeds Actual Working Capital by more than $500,000. (b) Representatives If Buyer does not timely deliver the Buyer Adjustment Report within such ninety (90) day period, at the election of Seller, either (i) the Closing Date Report delivered by Seller pursuant to Section 2.3(c) shall be deemed to be the “Final Adjustment Report”, for all purposes hereunder, or (ii) Seller shall be entitled to retain (at the sole cost and expense of Buyer) an independent accounting firm of recognized national standing to provide an audit of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory books of the Inventory. Purchaser Company, to determine the calculation of, and prepare, the Seller shall each provide access to Final Adjustment Report consistent with the other to provisions of this Section 2.4, with the books determination of such independent accounting firm being conclusive, final and records which are under their respective control or custody which are necessary to prepare binding on the Closing Balance Sheet and will cause their respective accountants to provide access to work papersparties hereto. (c) The following procedures shall apply with respect to the review of the Buyer Adjustment Report: (i) Seller shall have thirty a period of forty-five (3045) days from after receipt by Seller of the date Buyer Adjustment Report to review such Buyer Adjustment Report (the “Review Period”). During the Review Period, Buyer shall make available to Seller and its Representatives reasonable access during normal business hours to all relevant personnel, Representatives of Buyer, books and records of the Company and other items reasonably requested by Seller in connection with, and solely for purposes of, its review of the Buyer Adjustment Report and any dispute with respect thereto as contemplated by this Section 2.4. (ii) If Seller does not deliver to Buyer a written statement describing any objections that Seller has to the Buyer Adjustment Report (a “Notice of Disagreement”) on or before the final day of the Review Period, then Seller shall be deemed to have irrevocably accepted such Buyer Adjustment Report, and such Buyer Adjustment Report shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(d). If Seller delivers to Buyer a Notice of Disagreement on or before the final day of the Review Period, then Buyer and Seller shall attempt to resolve in good faith the matters contained in the Notice of Disagreement within sixty (60) days after Buyer’s receipt of the Closing Balance Sheet and Notice of Disagreement (the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon“Resolution Period”). If Buyer and Seller reach a resolution with respect to such matters on or before the Seller does not agree with final day of the Final Purchase Price reflected on the Closing Balance Sheet or the Closing ScheduleResolution Period, then the Seller shallBuyer Adjustment Report, within as modified by such thirty (30) day periodresolution, deliver a written objection shall be deemed to Purchaser which shall specify in reasonable detail be the basis “Final Adjustment Report” for the objection on a line item basis, and a computation purposes of the Final Purchase Price asserted payment (if any) contemplated by Section 2.4(d). (iii) If a resolution is not reached on or before the final day of the Resolution Period, then Buyer and Seller shall promptly (and in any event no later than five (5) Business Days after the last day of the Resolution Period) retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Seller Notice of Disagreement (collectively, the "Objection"“Disputed Items”) to the Accounting Firm for resolution in accordance with this Section 2.4(c)(iii). Upon Purchaser's receipt of such Objection, Purchaser The Accounting Firm will be instructed to (A) make a final determination on an expedited basis (and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties any event within thirty (30) days after Purchaser's receipt submission of the Objection, Purchaser shall cause Disputed Items) with respect to each of the Closing Balance Sheet, Disputed Items (and only the Closing Schedule, Disputed Items) that is within the Objection, range of the respective positions taken by each of Buyer and all work papers related thereto Seller and (collectively, B) prepare and deliver to Buyer and Seller a written statement setting forth its final determination (and a reasonably detailed description of the "Determination Materials"), basis therefor) with respect to be submitted to Deloitte & Touche, LLP each Disputed Item (the "“Accounting Arbitrator"Firm’s Report”), which shall review . During the Determination Materials and determine on a line item basis which ten (10) days after submission of the positions assertedDisputed Items to the Accounting Firm, either that asserted by Purchaser in each of Buyer and Seller may provide the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties Accounting Firm with a definitive statement in writing of its positions with respect to the Disputed Items (and only the Disputed Items). The Accounting Firm will be provided with reasonable access, as permitted by applicable Law, to the personnel, Representatives, books and records of Buyer, the Company and Seller (subject, in the case of Buyer’s or Seller’s accountants, to the execution of customary work paper access letters if requested) for purposes of making its final determination based upon with respect to the net amount of all line items disputed within thirty (30) days following Disputed Items, and Buyer, Seller and the receipt Company shall otherwise reasonably cooperate with the Accounting Firm in connection therewith. The Accounting Firm shall issue a final report consisting of the Determination MaterialsBuyer Adjustment Report, as modified by the Accounting Firm to incorporate any changes thereto in accordance with the Accounting Firm’s Report, which final report shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(d). Each of Buyer and Seller agree that (1) the Accounting Firm’s determination with respect to each Disputed Item as reflected in the Accounting Firm’s Report and the Final Adjustment Report as issued by the Accounting Firm shall be deemed to be final and conclusive binding, (2) the "Arbitration Decision"procedures set forth in this Section 2.4 shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report and (3) the Final Adjustment Report, including the Accounting Firm’s determination under this Section 2.4(c)(iii), shall be enforceable as an arbitral award, and judgment may be entered thereupon in any court of competent jurisdiction. The place and seat of the proceedings before the Accounting Firm shall be New York, New York, U.S.A., and such proceedings shall be conducted in English. Net Working Capital as of the Closing as set forth in the Final Adjustment Report shall be deemed to be the “Final Working Capital”. Cash as of the Closing as set forth in the Final Adjustment Report shall be deemed to be the “Final Cash”. Indebtedness as of the Closing as set forth in the Final Adjustment Report shall be deemed to be the “Final Indebtedness”. Transaction Expenses as of the Closing as set forth in the Final Adjustment Report shall be deemed to be the “Final Transaction Expenses”. Purchase Price as of the Closing as set forth in the Final Adjustment Report shall be deemed to be the “Final Purchase Price”. The Closing Payment for purposes of the Final Adjustment Report shall be an amount equal to (A) the Base Purchase Price, (B) minus the Final Indebtedness, (C) plus the Final Cash, (D) minus Final Transaction Expenses, (E) plus the amount, if any, by which Final Working Capital exceeds Target Working Capital by more than $500,000 or minus the amount, if any, by which Target Working Capital exceeds Final Working Capital by more than $500,000. (div) Each of Buyer and Seller shall pay its own respective costs and expenses incurred in connection with this Section 2.4. The costs and expenses of the Accounting Firm shall be borne by Buyer and Seller in proportion as is appropriate to reflect their relative success in the resolution of the Disputed Items. For example, if Seller challenges the calculation of the Final Purchase Price by an amount of $100,000, but the Accounting Firm determines that Seller has a valid claim for only $60,000, then Buyer shall bear sixty percent (60%) of the fees and expenses of the Accounting Arbitrator Firm and Seller shall be shared bear the other forty percent (40%) of such fees and expenses. (d) Within two (2) Business Days after the determination of the Final Adjustment Report in accordance with this Section 2.4 (including by failure to timely deliver a Notice of Disagreement): (i) if the Additional Payment Amount is a positive number, then Buyer shall pay an amount in cash equal to the Additional Payment Amount to Seller by wire transfer of immediately available funds in U.S. dollars to an account of Seller designated in writing by Seller and Purchaser to Buyer; or (ii) if the Additional Payment Amount is a negative number, then Seller shall pay an amount in inverse proportion cash equal to the amount in dispute for which each absolute value of the parties is successfulAdditional Payment Amount to Buyer by wire transfer of immediately available funds in U.S. dollars to an account of Buyer designated in writing by Buyer to Seller.

Determination of Final Purchase Price. (a) Not later than ninety (90) days As soon as reasonably practicable following the Closing Date (but no later than sixty (60) days after the Closing Date), Purchaser Buyer shall furnish deliver to Sellers a statement (the Seller (i“Buyer Adjustment Report”) audited statements setting forth in reasonable detail Buyer’s good faith calculation of the Book Value of the Acquired Assets and Balance Sheet LiabilitiesNet Working Capital, as of the Effective Time (Closing, the "Net Employee Closing Balance Sheet")Obligations, prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on Additional Payment Amount. If Buyer does not deliver the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out Buyer Adjustment Report within the work called for time period required by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c2.5(a), and at the Sellers’ option, Sellers may (iiix) reflect adequate reserves for all known liabilities and reasonably anticipated losses to accept the extent required by GAAP that (A) affect or are related to amount in the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long Closing Date Report as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, (y) prepare and submit in writing to Buyer their own good faith calculation of the Net Working Capital, as determined from of the Closing, the Net Employee Closing Balance Sheet Obligations, and the amount Additional Payment Amount (the “Sellers Adjustment Statement”) within thirty (30) days of the EBITDA Adjustmentexpiration of the deadline for Buyer’s delivery of the Buyer Adjustment Report (whereupon Buyer and the Sellers shall follow the requirements of Section 2.5(b) mutatis mutandis, if any with Buyer having a sixty (60) day period following the "Closing Schedule"Sellers’ delivery of the Sellers Adjustment Statement to deliver a Notice of Disagreement), or (z) retain an Accounting Firm, at Buyer’s expense, to prepare and deliver the Sellers Adjustment Statement, which shall be conclusive and binding upon Buyer and the Sellers. (b) The following procedures shall apply with respect to the review of the Buyer Adjustment Report: (i) Sellers shall have a period of sixty (60) days after receipt by Sellers of the Buyer Adjustment Report to review such Report (the “Review Period”). During the Review Period, Buyer shall make available to Sellers and their Representatives reasonable access during normal business hours to all relevant personnel, Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof Buyer, Books and shall have the right to be present when Purchaser and its representatives conduct a physical inventory Records of the Inventory. Purchaser Business and other items reasonably requested by Sellers in connection with Sellers’ review of the Seller shall each provide access to the other to the books Buyer Adjustment Report and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papersany dispute with respect thereto as contemplated by this Section 2.5. (cii) The Seller shall If Sellers do not deliver to Buyer a written statement describing any objections Sellers have thirty (30) days from to the date of its receipt Buyer Adjustment Report and Sellers’ calculation of the Closing Balance Sheet Additional Payment Amount (including reasonable detail of each item or amount in dispute, along with reasonable detail of the basis therefor, supporting documentation, schedules and calculations enabling Sellers to calculate and review Buyer’s calculations) (a “Notice of Disagreement”) on or before the Closing Schedule final day of the Review Period, then Sellers shall be deemed to review have irrevocably accepted such Buyer Adjustment Report, and such Buyer Adjustment Report shall be deemed to be the Closing Balance Sheet and “Final Adjustment Report” for purposes of the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereonpayment (if any) contemplated by Section 2.5(c). If Sellers deliver to Buyer a Notice of Disagreement on or before the Seller does not agree with final day of the Final Purchase Price reflected on the Closing Balance Sheet or the Closing ScheduleReview Period, then the Seller shall, within such thirty (30) day period, deliver a written objection Buyer and Sellers shall attempt to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate resolve in good faith to resolve the Objection, but if matters contained in the Objection cannot be resolved by negotiation between the parties Notice of Disagreement within thirty (30) days after Purchaser's Buyer’s receipt of the ObjectionNotice of Disagreement (the “Resolution Period”). If Buyer and Sellers reach a resolution with respect to such matters on or before the final day of the Resolution Period, Purchaser then the Buyer Adjustment Report, as modified by such resolution, shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), be deemed to be submitted to Deloitte & Touchethe “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.5(c). (iii) If such a resolution is not reached on or before the final day of the Resolution Period, LLP then Buyer and Sellers shall promptly (and in any event no later than five (5) Business Days after the last day of the Resolution Period) retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Notice of Disagreement (the "“Disputed Items”) to the Accounting Arbitrator"Firm for resolution in accordance with this Section 2.5(b)(iii), which shall review the Determination Materials . The Accounting Firm will be instructed to (A) make a final determination on an expedited basis (and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed any event within thirty (30) days following the receipt after submission of the Determination MaterialsDisputed Items) with respect to each of the Disputed Items (and only the Disputed Items) that is within the range of the respective positions taken by each of Buyer and Sellers and (B) prepare and deliver to Buyer and Sellers a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Disputed Item (the “Accounting Firm’s Report”). During the ten (10) days after submission of the Disputed Items to the Accounting Firm, which each of Buyer and Sellers may provide the Accounting Firm with a definitive statement in writing of its or their positions with respect to the Disputed Items (and only the Disputed Items). The Accounting Firm will be provided with reasonable access to the books and records of Buyer and Sellers for purposes of making its final determination with respect to the Disputed Items, and Buyer and Sellers shall otherwise reasonably cooperate with the Accounting Firm in connection therewith. Each of Sellers and Buyer agrees that (1) the Accounting Firm’s determination with respect to each Disputed Item as reflected in the Accounting Firm’s Report shall be deemed to be final, conclusive, binding and non-appealable, absent fraud or manifest error, (2) the Buyer Adjustment Report, as modified by any changes thereto in accordance with the Accounting Firm’s Report, shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.5(c), (3) the procedures set forth in this Section 2.5 shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report, and conclusive (4) the "Arbitration Decision")Accounting Firm’s determination under this Section 2.5(b)(iii) shall be enforceable as an arbitral award, and judgment may be entered thereupon in any court having jurisdiction over the Party against which such determination is to be enforced. Net Working Capital, Net Indebtedness and Net Employee Closing Obligations as set forth in the Final Adjustment Report as determined in accordance with this Section 2.5 shall be deemed to be the “Final Working Capital,” “Final Net Indebtedness”, and “Final Net Employee Closing Obligations,” as applicable. (div) The Each of Buyer and Sellers shall (A) pay its own respective costs and expenses incurred in connection with this Section 2.5 and (B) be responsible for the fees and expenses of the Accounting Arbitrator Firm on a pro rata basis based upon the degree to which the Accounting Firm has accepted the respective positions of Buyer and Sellers (which shall be shared determined by Seller the Accounting Firm and Purchaser set forth in inverse proportion the Accounting Firm’s Report). For purposes of clarity, if the Accounting Firm determines that it accepted seventy percent (70%) of the respective position of one Party, that Party shall pay thirty percent (30%) of the fees and expenses of the Accounting Firm and the other Party shall pay the remaining seventy percent (70%) of such fees and expenses. (c) Within ten (10) Business Days after the determination of the Final Adjustment Report in accordance with this Section 2.5 (including by failure to timely deliver a Notice of Disagreement): (i) if the Additional Payment Amount is a positive number, then Buyer shall pay an amount in cash equal to the Additional Payment Amount to Sellers by wire transfer of immediately available funds to the account(s) of Sellers designated in writing by Sellers to Buyer; or (ii) if the Additional Payment Amount is a negative number, then Sellers shall pay an amount in dispute for which each cash equal to the absolute value of the parties is successfulAdditional Payment Amount to Buyer by wire transfer of immediately available funds to the account of Buyer designated in writing by Buyer to Sellers.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety (90) days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to Seller, Buyer’s good-faith proposed calculation of each of (A) the Seller amount of Cash and Cash Equivalents, (iB) audited statements the amount of Funded Indebtedness, (C) the Net Working Capital Adjustment, and (D) the amount of Transaction Expenses (which each of the Book Value of the Acquired Assets and Balance Sheet Liabilities, foregoing clauses (A) through (D) shall be measured as of the Effective Time (the "Closing Balance Sheet"Time), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (iiE) the resulting Purchase Price, (which calculations shall collectively be referred to herein as the “Proposed Closing Date Calculations”), in each case, including reasonably detailed calculations of the components thereof and in a calculation of Final Purchase Price manner consistent with the definitions thereof and Closing Net Asset Value, respectively, determined in accordance with the respective formulas therefor set forth Accounting Principles. The calculations to be made pursuant to this Section 2.2(b) and the purchase price adjustment to be made pursuant to Section 2.2(c) are not intended to be used to adjust for errors or omissions that may be found with respect to the Financial Statements or any inconsistencies between the Financial Statements or the Accounting Principles, on the one hand, and IFRS, on the other, for which Buyer’s rights under the RWI Policy shall be the sole and exclusive remedy as provided in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, 9.8. (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five deliver written notice to Buyer (5a “Dispute Notice”) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control any disputes or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related objections thereto (collectively, the "Determination Materials")“Disputed Items”) with reasonable supporting detail as to such Disputed Items, to be submitted to Deloitte & Touche, LLP within sixty (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (3060) days following the receipt of the Determination MaterialsProposed Closing Date Calculations (such period, which determination the “Review Period”). The amount of any undisputed adjustment to the Proposed Closing Date Calculations following the expiration of the Review Period or if Seller otherwise notifies Buyer in writing that Seller has no disputes or objections to the Proposed Closing Date Calculations shall be conclusive, final and conclusive (binding on the "Arbitration Decision"). (d) The fees and expenses Parties for purposes of determining the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful.Actual

Determination of Final Purchase Price. (ai) Not later In order to conclusively determine the Stockholder Equity as of the Closing, Purchaser, with the cooperation of Seller, will cause a consolidated balance sheet of Holdings and its Subsidiaries as of immediately prior to the Closing (but without giving effect to the payments contemplated by Section 2.02(a)(i) and (ii)) (the “Proposed Closing Balance Sheet”) to be prepared as promptly as practicable following the Closing Date and in no event more than ninety forty-five (9045) days following the Closing Date, Date and Purchaser shall furnish to the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick will engage Xxxxx Xxxxxxx LLP ("KPMG"“Xxxxx”) and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectivelyto perform an audit, in accordance with generally accepted auditing standards, of the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d)Proposed Closing Balance Sheet (as so audited, based on the data contained in such “Audited Closing Balance Sheet”) and will allow Xxxxx to independently select its audit team. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Audited Closing Balance Sheet shall set forth, among other things, the final amount of all cash and cash equivalents of Holdings and its Subsidiaries as of immediately prior to the Closing (ibut without giving effect to the payments contemplated by Section 2.01(a)(i)) (the “Audited Closing Cash”). The Proposed Closing Balance Sheet and the Audited Closing Balance Sheet shall be prepared in accordance with based upon the books and records of Sellerthe Company Parties in accordance with GAAP and, to the extent applicable, consistent with the past practices of the Company Parties (but without giving effect to the payments contemplated by Section 2.01(a)(i)). The parties will use commercially reasonable efforts to cause Xxxxx to complete and deliver the Audited Closing Balance Sheet to Seller and Purchaser within sixty (60) days after Xxxxx’x receipt of the Proposed Closing Balance Sheet (the date of such delivery, the “Closing Audit Date”). The parties shall cooperate with Xxxxx in connection with such audit, and shall provide Xxxxx with all books, records and other papers necessary for such purpose. The parties shall use commercially reasonable efforts to cause Xxxxx to make available to the parties Xxxxx’x books, records and other papers related to the final amounts set forth on the Audited Closing Balance Sheet, including work papers, in connection with Xxxxx’x preparation of the Audited Closing Balance Sheet. (ii) be prepared in accordance with GAAPWithin thirty (30) days after the Closing Audit Date, applied consistently with Purchaser shall deliver to Seller Purchaser’s calculation of (x) the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets Stockholder Equity, which shall be calculated based on the Audited Closing Balance Sheet, (y) the cash and cash equivalents of Holdings and its Subsidiaries, determined in accordance with GAAP as in effect on the date hereof, as of immediately prior to the Closing (and, for the avoidance of doubt, without giving effect to the use of such cash and cash equivalents in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities 2.01(a)(i)), which shall be calculated based on the Audited Closing Cash (the “Proposed Cash Amount”), and (z) the aggregate amount outstanding on the capital leases of the Company, determined in accordance with Section 3.1(cGAAP as in effect on the date hereof, as of immediately prior to the Closing (the “Proposed Capital Leases Amount”) in each case together with reasonable documentation in support thereof. Purchaser’s calculation of Stockholder Equity, the Proposed Cash Amount and the Proposed Capital Leases Amount shall be final and binding on the Parties unless within forty-five (45) days after Seller’s receipt of Purchaser’s calculation of Stockholder Equity, the Proposed Cash Amount and the Proposed Capital Leases Amount Seller shall give Purchaser a notice of objection (an “Objection Notice”). The Objection Notice shall specify each item Seller objects to in Purchaser’s calculations of Stockholder Equity, the Proposed Cash Amount and/or the Proposed Capital Leases Amount, together with a calculation of each disputed amount and reasonable documentation in support thereof. Any item in Purchaser’s calculation of Stockholder Equity, the Proposed Cash Amount or the Proposed Capital Leases Amount that is not objected to in the Objection Notice shall be deemed agreed and shall be final and binding on the parties. (iii) From and after the Closing Date and prior to the date the Objection Notice is required to be timely delivered, Purchaser shall make available to Seller and any of its accountants and advisors, upon reasonable request and during the Company’s normal business hours, the Company Parties’ accounting personnel, (including the chief financial officer), and (iii) reflect adequate reserves for all known liabilities the books and reasonably anticipated losses records of the Company Parties and any other documents relating to the extent required by GAAP preparation of the Audited Closing Balance Sheet, Purchaser’s calculation of Stockholder Equity, the Cash Adjustment and the Capital Leases Adjustment, and shall use reasonable efforts to make available to Seller the Company Parties’ and Purchaser’s accountants, for the purposes of determining whether to deliver an Objection Notice. Purchaser agrees that (A) affect or are related following the Closing Date and prior to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any completion of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Audited Closing Balance Sheet and the amount final determination of Stockholder Equity, the EBITDA AdjustmentCash Adjustment and the Capital Leases Adjustment in accordance with this Section 2.02, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof Purchaser shall, and shall have cause the right to be present when Purchaser Company Parties to, preserve and its representatives conduct a physical inventory not alter or destroy any of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary of any Company Party relating to prepare the calculation of the Audited Closing Balance Sheet Sheet, the Cash Adjustment or the Capital Leases Adjustment. (iv) In the event an Objection Notice is given, Purchaser and will cause Seller, together with their respective accountants and other advisors, shall use commercially reasonable efforts to provide access resolve any objection and arrive at a final determination. If Purchaser and Seller are unable to work papers. arrive at a final determination within twenty (c) The Seller shall have thirty (3020) days from after an Objection Notice is given, the date of its receipt of matter shall be submitted to PricewaterhouseCoopers LLP (the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree “Independent Firm”). The Independent Firm shall make a final determination in writing as to the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify all matters in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties dispute within thirty (30) days after Purchaser's receipt its appointment, provided, that, notwithstanding the Independent Firm’s determination of the Objection, Purchaser shall cause the Closing Balance SheetStockholder Equity, the Closing ScheduleCash Adjustment and/or the Capital Leases Adjustment, for purposes hereof (A) the Objection, and all work papers related thereto (collectively, Stockholder Equity shall be neither less than the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which amount of the positions asserted, either that asserted Stockholder Equity as calculated by Purchaser in and delivered to Seller pursuant to Section 2.02(a)(ii) nor greater than the Closing Balance Sheet and Closing Schedule or that asserted amount specified by the Seller in the ObjectionObjection Notice, is (B) the more correct per line itemfinal amount of cash and cash equivalents of Holdings and its Subsidiaries as of the Closing used to determine the Cash Adjustment (calculated in accordance with the provisions set forth in this Section 2.02(a)) shall be neither less than the amount of such cash and cash equivalents as calculated by Purchaser and delivered to Seller pursuant to Section 2.02(a)(ii) nor greater than the amount specified by Seller in the Objection Notice, and notify (C) the parties in writing of its determination based upon final aggregate amount outstanding on the net amount of all line items disputed within thirty (30) days following the receipt capital leases of the Determination MaterialsCompany used to determine the Capital Leases Adjustment (calculated in accordance with the provisions set forth in this Section 2.02(a)) shall be neither less than the amount specified by Seller in the Objection Notice nor greater than the amount as calculated by Purchaser and delivered to Seller pursuant to Section 2.02(a)(ii), which determination shall and in each case shall, absent mathematical error, be final and conclusive binding on the parties. The Stockholder Equity as finally determined in accordance with the procedures and provisions set forth in this Section 2.02(a) is hereinafter referred to as the “Final Stockholder Equity”. The amount of cash and cash equivalents of Holdings and its Subsidiaries as of the Closing as finally determined in accordance with the procedures and provisions set forth in this Section 2.02(a) is hereinafter referred to as the “Final Closing Cash”. The aggregate amount outstanding on the capital leases of the Company used to determine the Capital Leases Adjustment as finally determined in accordance with the procedures and provisions set forth in this Section 2.02(a) is hereinafter referred to as the “Final Capital Leases Amount.” (v) Within five (5) days after the "Arbitration Decision"engagement of the Independent Firm, Seller and Purchaser shall each furnish, at their own expense, to the Independent Firm and the other party, a written statement of their position with respect to each matter in dispute as set forth in the Objection Notice. Within five (5) days after expiration of the original five (5) day period, Seller and Purchaser may deliver to the Independent Firm and to the other party their response to the other’s position on matters in dispute. With each submission, Seller and Purchaser may also furnish to the Independent Firm such other information and documents as they deem relevant or such information and documents as may be requested by the Independent Firm with appropriate copies or notification being given to the other party. The Independent Firm may, in its discretion, conduct a conference concerning the disagreement with Seller and Purchaser, at which conference each party shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with such process, there shall be no hearings, oral examinations, testimony, depositions, discovery or other similar proceedings conducted by any party or by the Independent Firm. (vi) Purchaser shall pay any fees owing to Xxxxx in connection with its engagement under this Section 2.02(a). Any fees owing to the Independent Firm in connection with its engagement under this Section 2.02(a) shall be paid by Purchaser and/or Seller in direct proportion to the amounts of the disputed items that are lost by Purchaser and/or Seller, as the case may be, determined at the time of the final resolution of this matter by the Independent Firm. (vii) In the event that the Final Stockholder Equity is less than $47,500,000, Seller and each of the Seller Owners jointly and severally shall pay Purchaser the amount equal to the difference in cash by wire transfer of immediately available funds. In the event that the Final Stockholder Equity is greater or equal to $47,500,000, no adjustment to the Purchase Price shall be made pursuant to this Section 2.02(a)(vii). (dviii) The fees In the event of an upward Cash Adjustment as finally determined pursuant to this Section 2.02(a), Purchaser shall pay Seller the amount equal to the upward Cash Adjustment, and expenses in the event of the Accounting Arbitrator shall be shared by a downward Cash Adjustment as finally determined pursuant to this Section 2.02(a) Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successfulSeller Owners jointly and severally shall pay Purchaser the amount equal to the downward Cash Adjustment as finally determined pursuant to this Section 2.02(a), in each case, in cash by wire transfer of immediately available funds. (ix) In the event that the Estimated Capital Leases Amount exceeds the Final Capital Leases Amount, Purchaser shall pay Seller the amount equal to the difference in cash by wire transfer of immediately available funds. In the event that the Final Capital Leases Amount exceeds the Estimated Capital Leases Amount, Seller and each of the Seller Owners jointly and severally shall pay Purchaser the amount equal to the difference in cash by wire transfer of immediately available funds. (x) Seller and/or Purchaser shall make any payments pursuant to Sections 2.02(a)(vii), (a)(viii) and/or (a)(ix) within three (3) Business Days following the date on which the Final Stockholder Equity, the Final Closing Cash and the Final Capital Leases Amount have all been determined pursuant to this Section 2.02(a). Any amounts payable to Seller pursuant to Section 2.02(a)(viii) and/or (a)(ix) shall be netted against any amount payable to Purchaser pursuant to Section 2.02(a)(vii).

Determination of Final Purchase Price. (a) Not later than ninety (90) At least two ------------------------------------- business days following prior to the Closing Date representatives selected and compensated separately by each of Buyer and Seller commenced a joint physical count to determine the footwear inventory of Seller stored at the Four Inventory Locations at the close of business immediately prior to the Closing Date. (To the extent both Seller and Buyer request third parties to conduct such inventory count for their joint benefit, Purchaser such expenses shall furnish shared equally. In this regard, Seller and Buyer shall share the cost of the inventory count at Universal Warehouse Company and Buyer and Seller agree to use the prior inventory taken at Axiom Logistics on December 6, 1999, adjusted for sales and receipt of new goods thereafter through the Closing Date.) Promptly after the Closing Date (but not later than 30 days after the Closing Date and Buyer's receipt of Seller's books and records or copies thereof), Buyer shall apply the Agreed Method to the Closing Date physical inventory (adjusted for inventory received by Seller at the Four Inventory Locations and sales by Seller, if any, during and after the physical inventory and before the Closing Date) for the inventory assets located at the Four Inventory Locations and the information contained in Seller's books and records (itrue, correct and materially complete copies of which are to be delivered by Seller to Buyer at the Closing) audited statements for the value of the Book Value other assets (including paid for inventory in transit) and shall prepare the final Closing Date valuation (the "Final Closing Date Valuation") ---------------------------- based on the book value of the Acquired Assets and Balance Sheet Liabilities, such Seller inventory as of the Effective Time close of business on the day preceding the Closing Date and the same accounting methods and assumptions as were used in preparing Exhibit A to the Letter of Intent. (In this regard, there shall be no changes in the accounting methods consistently applied by Seller, such as (but not by way of limitation) changes in obsolescence methods, change in useful lives, changes in estimates or changes in valuation techniques or methods.) Based upon the Final Closing Date Valuation, Buyer shall send to Seller (with accompanying detail in an "Adjustment Report") ----------------- a revision of the Closing Date Payment calculated in accordance with the same procedures as set forth above (the "Final Purchase Price"), and shall determine -------------------- the amount, if any, by which the Closing Date Payment differs from its determination of the Final Purchase Price (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing ScheduleAdjustment ------------------------ Amount"). (b) Representatives Promptly following receipt of the proposed Final Purchase Price and Adjustment Report, Seller shall receive not less than five (5) business days' advance notice thereof may review the same and, within 30 days after the date of such receipt, may deliver to Buyer a certificate setting forth its objections to the Final Purchase Price and shall have the right to be present when Purchaser and its representatives conduct Adjustment Report, together with a physical inventory summary of the Inventory. Purchaser reasons therefor and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which calculations which, in its view, are necessary to prepare eliminate such objections. In the event that Seller does not object within such 30-day period, the Closing Balance Sheet Price Adjustment Amount as set forth in the Adjustment Report shall be final and will cause their respective accountants to provide access to work papersbinding on the parties for purposes of this Agreement. (c) The In the event Seller objects within such 30-day period, Buyer and Seller shall have thirty (30) days from the date of its receipt of use their reasonable efforts to resolve by written agreement any differences as to the Closing Balance Sheet Price Adjustment Amount and, in the event Buyer and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to Seller so resolve any such differences, the Final Purchase Price reflected thereon. If the Seller does not agree with the Final Purchase Price reflected on and the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be Adjustment Amount as so resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (binding on the "Arbitration Decision")parties for purposes of this Agreement. (d) In the event any objections raised by the Seller are not resolved between the parties within 45 days after the Seller's receipt of the Adjustment Report, then the Seller shall submit the objections that are then unresolved to a national accounting firm acceptable to both Buyer and the Seller (which shall be one of the "big five" national accounting firms, but shall not be the accounting firm retained to audit or review the books and records of either Buyer or the Seller (the "Arbitrating Firm"). The Arbitrating Firm shall be ---------------- directed by Buyer and the Seller to resolve the unresolved objections (based solely on the presentations by Buyer and the Seller as to whether any disputed matter had been determined in a manner in accordance with the accounting methods to be used herein and whether the physical inventory taken and applied was materially correct) as promptly as reasonably practicable and to deliver written notice to each of Buyer and the Seller setting forth its resolution of the disputed matters. In resolving such dispute, absent fraud or misrepresentation, the Arbitrating Firm must use the Agreed Method and the negotiated reserve of $830,000 in calculating the value of the inventory sold to Buyer. The Final Purchase Price and the Closing Price Adjustment Amount, after giving effect to any agreed adjustments in Section 3.3(c) and to the resolution of disputed -------------- matters by the Arbitrating Firm pursuant to this Section 3.3(d), shall be final -------------- and binding on the parties for purposes of this Agreement. (e) Buyer, Seller and Parent shall promptly make available to each other and to the Arbitrating Firm, if applicable, such books, records and other information (including work papers) as any of the foregoing may reasonably request to prepare or review the respective determinations made by the parties. The fees and expenses of the Accounting Arbitrator Arbitrating Firm shall be shared paid 50% by Buyer and 50% by the Seller and Purchaser in inverse proportion each party shall bear its own expenses with respect to the amount in dispute for which each of the parties is successfulsuch arbitration.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety (90) 90 days following after the Closing Date, Purchaser Buyer shall furnish prepare and deliver to the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet")Stockholders’ Representative proposed calculations, prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor accounting principles set forth in Section 3.1(aon Exhibit E of (A) Net Working Capital and Section 3.1(d)the Net Working Capital Adjustment, including a balance sheet showing the calculation of Net Working Capital, (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Indebtedness, (D) the amount of Unpaid Transaction Expenses and, based on the data contained foregoing, (E) the Purchase Price (which calculations shall collectively be referred to herein as the “Final Closing Date Calculations”). (ii) If the Stockholders’ Representative does not give written notice of any dispute (a “Purchase Price Dispute Notice”) to Buyer within 45 days of receiving the Final Closing Date Calculations, the Final Closing Date Calculations shall be final and binding on the parties and shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Transaction Expenses and Purchase Price, in each case, for purposes of determining the Actual Adjustment Amount. Prior to the end of such 45-day period, the Stockholders’ Representative may accept the Final Closing Balance SheetDate Calculations by delivering written notice to that effect to Buyer, in which case the Purchase Price will be finally determined when such notice is given. If the Stockholders’ Representative delivers a Purchase Price Dispute Notice to Buyer within such 45-day period, Buyer and the Stockholders’ Representative shall use commercially reasonable efforts to resolve only such disputed items during the 30-day period commencing on the date Buyer receives the Purchase Price Dispute Notice from the Stockholders’ Representative. The Purchase Price Dispute Notice shall set forth the Stockholders’ Representative’s calculation of each disputed amount in reasonable detail. If the Stockholders’ Representative and Buyer do not agree upon a final resolution with respect to such disputed items within such 30-day period, then the remaining items in dispute shall be submitted immediately to a nationally recognized, independent accounting firm reasonably acceptable to Buyer and the Stockholders’ Representative (in either case, the “Accounting Firm”). The Accounting Firm shall be requested to render a determination of the applicable dispute within 30 days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between the Stockholders’ Representative and Buyer, and any associated engagement fees shall be initially borne 50% by the Stockholders’ Representative and 50% by Buyer; provided that such fees shall ultimately be borne by the Stockholders’ Representative and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the disputed items. Except as provided in the preceding sentence, all other costs and expenses of KPMG incurred by the parties hereto in carrying out the work called for by connection with resolving any dispute pursuant to this Section 3.3 1.7 before the Accounting Firm shall be borne by Purchaserthe party incurring such cost and expense. The In resolving the disputed items, the Accounting Firm (A) shall be bound by the provisions of this Section 1.7 (and the definitions of defined terms), (B) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or the Stockholders’ Representative, and (C) shall limit its decision to such items as are in dispute and to only those adjustments as are necessary for the Final Closing Balance Sheet shall (i) Date Calculations to be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used set forth on Exhibit E and to prepare annual financial statements comply with other the provisions of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value this Agreement. Such determination of the Acquired Assets Accounting Firm shall be determined in accordance with Section 3.1(b) hereof conclusive and binding upon the Balance Sheet Liabilities parties hereto. The Final Closing Date Calculations shall be determined in accordance with revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 3.1(c)1.7(d)(ii) and, and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilitiesas so revised, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves Final Closing Date Calculations shall be determined in accordance with GAAP. The deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Balance Sheet shall be accompanied by a schedule showing the differenceDate Indebtedness, if any, between the Estimated Purchase Price Unpaid Transaction Expenses and the Final Purchase Price, as determined from in each case, for all purposes hereunder (including the Closing Balance Sheet and the amount determination of the EBITDA Adjustment, if any (the "Closing Schedule"Actual Adjustment Amount). (biii) Representatives Following Buyer’s delivery of the Seller shall receive not less than five (5) business days' advance notice thereof Final Closing Date Calculations, until finally resolved pursuant to this Section 1.7(d), Buyer shall, and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall cause each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of Subsidiaries to, make the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as Surviving Corporation’s financial records relevant to the Final Purchase Price reflected thereon. If Closing Date Calculations available to the Seller does not agree Stockholders’ Representative and its accountants and other representatives upon reasonable notice during normal business hours during the review by the Stockholders’ Representative of, and the resolution of any objections with respect to, the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"). Upon Purchaser's receipt of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties within thirty (30) days after Purchaser's receipt of the Objection, Purchaser shall cause the Closing Balance Sheet, the Closing Schedule, the Objection, and all work papers related thereto (collectively, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser in the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties in writing of its determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination Materials, which determination shall be final and conclusive (the "Arbitration Decision")Date Calculations. (d) The fees and expenses of the Accounting Arbitrator shall be shared by Seller and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful.

Determination of Final Purchase Price. (ai) Not later than ninety Within sixty (9060) days following after the Closing Date, Purchaser Buyer shall furnish deliver to Seller a proposed good faith calculation (the Seller “Closing Statement”) of: (iA) audited statements the Net Working Capital Adjustment (the “Closing Date Net Working Capital Adjustment”), (B) the Closing Cash (the “Closing Date Cash”), (C) Excess Closing Cash (the “Excess Closing Cash Calculation”), and (D) Buyer’s calculation of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time Purchase Price (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final “Purchase Price Calculation”). The Closing Statement, and Closing Net Asset Valueeach element thereof, respectively, shall be calculated in accordance with the respective formulas therefor set forth in Section 3.1(a) Company’s standard accounting practices and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for be accompanied by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, reasonable supporting detail. (ii) be prepared in accordance with GAAP, applied consistently with During the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule"). (b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its immediately following Seller’s receipt of the Closing Balance Sheet Statement (the “Review Period”), Seller shall have reasonable access, during normal business hours upon reasonable notice, and in a manner so as to not interfere with the normal business operations of Seller or Buyer or any of their Affiliates, to the working papers used in connection with Buyer’s preparation of the Closing Schedule Statement. Seller may, on or prior to review the last day of the Review Period, give written notice of any disagreement with Buyer’s proposed Purchase Price Calculation or the Excess Closing Cash Calculation (a “Notice of Disagreement”) to Buyer. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of each disagreement so asserted as well as the reasonable basis thereof along with relevant supporting documentation and calculations (the “Disputed Items”). Unless Seller provides a Notice of Disagreement on or prior to the last day of the Review Period, (A) the Closing Balance Sheet and Date Net Working Capital Adjustment shall be deemed to set forth the final Net Working Capital Adjustment, (B) the Closing Schedule Date Cash shall be deemed to set forth the final Closing Cash, (C) the Excess Closing Cash Calculation shall be deemed to set for the final Excess Closing Cash and to agree or disagree as to (D) the Final Purchase Price reflected thereonCalculation shall be deemed to set forth the final Purchase Price. If the Seller does not agree with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedulea timely Notice of Disagreement is received by Buyer, then the Closing Statement (as revised as contemplated in clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date Buyer and Seller shallresolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Independent Auditor (as defined below); provided, within that, for purposes of clarity, any items that are not so disputed on the Notice of Disagreement shall become final and binding upon the parties on the last day of the Review Period. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any Disputed Item. If, at the end of such thirty (30) day period, deliver any Disputed Item specified in the Notice of Disagreement has not been resolved by Seller and Buyer, Seller and Buyer shall submit such Disputed Items to a written objection to Purchaser mutually agreeable independent accounting firm (the “Independent Auditor”) for review and resolution of any such Disputed Items which shall specify remain in reasonable detail dispute (including such party’s proposed resolution thereof) and which were properly included in the basis for the objection on a line item basis, Notice of Disagreement. The terms of appointment and a computation engagement of the Final Purchase Price asserted by Independent Auditor shall be as agreed upon between Seller and Buyer (it being understood that the Seller (collectively, Independent Auditor shall consider only those Disputed Items as to which there is disagreement as set forth in the "Objection"Notice of Disagreement and that the Independent Auditor shall be functioning as an expert and not as an arbitrator). Upon Purchaser's receipt The Independent Auditor shall be required to render a determination of such Objection, Purchaser and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties applicable dispute within thirty (30) days after Purchaser's receipt referral of the ObjectionDisputed Items to the Independent Auditor, Purchaser shall cause the Closing Balance Sheetwhich determination must be in writing and must set forth, in reasonable detail, the Closing Schedulebasis therefor. In making its determination regarding such applicable dispute, the ObjectionIndependent Auditor shall select, and all work papers related thereto (collectivelywith respect to each item in dispute, the "Determination Materials"), to be submitted to Deloitte & Touche, LLP (the "Accounting Arbitrator"), which shall review the Determination Materials and determine on a line item basis which of the positions asserted, either that asserted by Purchaser an amount between Buyer’s position as set forth in the Closing Balance Sheet Statement and Closing Schedule Seller’s position as set forth in the Notice of Disagreement or equal to either such amount. In connection with the resolution of any dispute, the parties shall provide the Independent Auditor with access to all documents and work papers necessary to make its determination. (iii) The fees and disbursements of the Independent Auditor shall be borne by (A) Buyer in the proportion that asserted the aggregate dollar value of the Disputed Items submitted to the Independent Auditor that are unsuccessfully disputed by Buyer bears to the aggregate value of all such items so disputed and (B) by Seller in the Objection, is proportion that the more correct per line item, and notify aggregate dollar value of the parties in writing of its determination based upon Disputed Items submitted to the net amount Independent Auditor that are unsuccessfully disputed by Seller bears to the aggregate value of all line such items disputed within thirty (30) days following so submitted. The determination as to each Disputed Item as determined by agreement of Buyer and Seller or by the receipt of the Determination Materials, which determination Independent Auditor shall be final and conclusive binding on the parties hereto. The Purchase Price and Excess Closing Cash as finally determined pursuant to clauses (the "Arbitration Decision"). i) and (dii) The fees and expenses of the Accounting Arbitrator this Section 1.5(c) shall be shared by Seller referred to herein as the “Final Purchase Price” and Purchaser in inverse proportion to the amount in dispute for which each of the parties is successful“Final Excess Closing Cash,” respectively.

Determination of Final Purchase Price. (a) Not As soon as reasonably practicable following the Closing Date (but no later than ninety (90) days following after the Closing Date), Buyer shall deliver to Seller a statement (the “Buyer Adjustment Report”) setting forth in reasonable detail Buyer’s good-faith calculation of Net Working Capital, Closing Cash, Indebtedness, Transaction Expenses and the Purchase Price as of the Closing Date, Purchaser shall furnish to the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilitiesin each case, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, calculated in accordance with the respective formulas therefor set forth terms of this Agreement. During such ninety (90) day period, Seller shall make available to Buyer and its Representatives reasonable access during normal business hours upon reasonable advance notice and in Section 3.1(aa manner so as to not unreasonably interfere with the business and operations of Seller, to all relevant personnel, Representatives of Seller, relevant portions of books and records related to the Redwood Business (subject, in the case of any accountant Representatives, to the execution of customary work paper access letters, if requested) and Section 3.1(d), based on other items reasonably requested by Buyer in connection with its preparation of the data contained in such Closing Balance Sheet. The fees Buyer Adjustment Report and expenses of KPMG in carrying out any dispute (including any dispute submitted to the work called for Accounting Firm) with respect thereto as contemplated by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")2.4. (b) The following procedures shall apply with respect to the review of the Closing Date Report and Buyer Adjustment Report: (i) Seller shall have a period of sixty (60) days after receipt by Seller of Buyer Adjustment Report to review such Report (the “Review Period”). During the Review Period, Buyer shall make available to Seller and its Representatives reasonable access during normal business hours upon reasonable advance notice and in a manner so as to not unreasonably interfere with the business and operations of Buyer and the Acquired Group Companies, to all relevant personnel, Representatives of Buyer, relevant portions of books and records of the Acquired Group Companies (subject, in the case of any accountant Representatives, to the execution of customary work paper access letters, if requested) and other items reasonably requested by Seller in connection with its review of the Buyer Adjustment Report and any dispute (including any dispute submitted to the Accounting Firm) with respect thereto as contemplated by this Section 2.4. (ii) If Seller does not deliver to Buyer a written statement describing any objections that Seller has to Buyer Adjustment Report (a “Notice of Disagreement”) on or before the final day of the Review Period, then Seller shall receive be deemed to have irrevocably accepted such Buyer Adjustment Report, and such Buyer Adjustment Report shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c). If Seller delivers to Buyer a Notice of Disagreement on or before the final day of the Review Period, then Buyer and Seller shall attempt to resolve in good faith the matters contained in the Notice of Disagreement within sixty (60) days after Buyer’s receipt of the Notice of Disagreement (the “Resolution Period”). If Buyer and Seller reach a resolution with respect to such matters on or before the final day of the Resolution Period, then the Buyer Adjustment Report, as modified by such resolution, shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c). (iii) If a resolution is not less reached on or before the final day of the Resolution Period, then Buyer and Seller shall promptly (and in any event no later than five (5) business days' advance notice thereof and shall have Business Days after the right to be present when Purchaser and its representatives conduct a physical inventory last day of the Inventory. Purchaser Resolution Period) retain the Accounting Firm (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any unresolved objections covered by the Seller shall each provide access Notice of Disagreement (the “Disputed Items”) to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to provide access to work papers. (c) The Seller shall have thirty (30) days from the date of its receipt of the Closing Balance Sheet and the Closing Schedule to review the Closing Balance Sheet and the Closing Schedule and to agree or disagree as to the Final Purchase Price reflected thereon. If the Seller does not agree Accounting Firm for resolution in accordance with the Final Purchase Price reflected on the Closing Balance Sheet or the Closing Schedule, then the Seller shall, within such thirty (30) day period, deliver a written objection to Purchaser which shall specify in reasonable detail the basis for the objection on a line item basis, and a computation of the Final Purchase Price asserted by the Seller (collectively, the "Objection"this Section 2.4(b)(iii). Upon Purchaser's receipt of such Objection, Purchaser The Accounting Firm will be instructed to (A) make a final determination on an expedited basis (and the Seller shall negotiate in good faith to resolve the Objection, but if the Objection cannot be resolved by negotiation between the parties any event within thirty (30) days after Purchaser's receipt submission of the Objection, Purchaser shall cause Disputed Items) with respect to each of the Closing Balance Sheet, Disputed Items (and only the Closing Schedule, Disputed Items) that is within the Objection, range of the respective positions taken by each of Buyer and all work papers related thereto Seller and (collectively, B) prepare and deliver to Buyer and Seller a written statement setting forth its final determination (and a reasonably detailed description of the "Determination Materials"), basis therefor) with respect to be submitted to Deloitte & Touche, LLP each Disputed Item (the "“Accounting Arbitrator"Firm’s Report”), which shall review . During the Determination Materials and determine on a line item basis which ten (10) days after submission of the positions assertedDisputed Items to the Accounting Firm, either that asserted by Purchaser in each of Buyer and Seller may provide the Closing Balance Sheet and Closing Schedule or that asserted by the Seller in the Objection, is the more correct per line item, and notify the parties Accounting Firm with a definitive statement in writing of its positions with respect to the Disputed Items (and only the Disputed Items). The Accounting Firm’s determination based upon the net amount of all line items disputed within thirty (30) days following the receipt of the Determination MaterialsDisputed Items and the Accounting Firm’s Report shall be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and on the definitions set forth in, and on a basis consistent with, this Agreement. The Accounting Firm shall issue a final report consisting of the Buyer Adjustment Report, as modified by the Accounting Firm to incorporate any changes thereto in accordance with the Accounting Firm’s Report, which final report shall be deemed to be the “Final Adjustment Report” for purposes of the payment (if any) contemplated by Section 2.4(c). Each of Buyer and Seller agree that (1) the Accounting Firm’s determination with respect to each Disputed Item as reflected in the Accounting Firm’s Report and the Final Adjustment Report as issued by the Accounting Firm shall be deemed to be final and conclusive binding, (2) the "Arbitration Decision"procedures set forth in this Section 2.4 shall be the sole and exclusive remedy with respect to the final determination of the Final Adjustment Report and (3) the Final Adjustment Report, including the Accounting Firm’s determination under this Section 2.4(b)(iii), shall be enforceable as an arbitral award, and judgment may be entered thereupon in any court of competent jurisdiction. The place and seat of the proceedings before the Accounting Firm shall be New York City, New York, U.S.A., and such proceedings shall be conducted in English. Net Working Capital as set forth in the Final Adjustment Report shall be deemed to be the “Final Working Capital”; provided, that to the extent Final Working Capital is in excess of Target Working Capital, there shall be no adjustment to the Final Purchase Price with respect to such excess. Closing Cash as set forth in the Final Adjustment Report shall be deemed to be the “Final Closing Cash”. Closing Indebtedness as set forth in the Final Adjustment Report shall be deemed to be the “Final Closing Indebtedness”. Transaction Expenses as set forth in the Final Adjustment Report shall be deemed to be the “Final Transaction Expenses”. Purchase Price as of the Closing Date as set forth in the Final Adjustment Report shall be deemed to be the “Final Purchase Price”. (div) Each of Buyer and Seller shall pay its own respective costs and expenses incurred in connection with this Section 2.4. The costs and expenses of the Accounting Firm shall be borne by Buyer and Seller in proportion as is appropriate to reflect their relative success in the resolution of the Disputed Items. For example, if Seller challenges the calculation of the Final Purchase Price by an amount of $100,000, but the Accounting Firm determines that Seller has a valid claim for only $60,000, then Buyer shall bear sixty percent (60%) of the fees and expenses of the Accounting Arbitrator Firm and Seller shall be shared bear the other forty percent (40%) of such fees and expenses. (c) Within two (2) Business Days after the determination of the Final Adjustment Report in accordance with this Section 2.4 (including by failure to timely deliver a Notice of Disagreement): (i) if the Additional Payment Amount is a positive number, then Buyer shall pay an amount in cash equal to the Additional Payment Amount to Seller by wire transfer of immediately available funds in U.S. dollars to an account of Seller designated in writing by Seller and Purchaser to Buyer; or (ii) if the Additional Payment Amount is a negative number, then Seller shall pay an amount in inverse proportion cash equal to the amount in dispute for which each absolute value of the parties is successfulAdditional Payment Amount to Buyer by wire transfer of immediately available funds in U.S. dollars to an account of Buyer designated in writing by Buyer to Seller.