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").

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").

Determination of Final Purchase Price. (ai) Not (A) 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 of Seller, present the Closing Statement within an additional forty-five (ii45) be prepared in accordance days thereafter. In the event that Seller agrees 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 Buyer’s determination of the Acquired Assets shall be determined in accordance actual amounts of the Adjustment Amount (together with Section 3.1(ba calculation of the Purchase Price based thereon) hereof and the Balance Sheet Liabilities Closing Shortfall Amount and the Definitive Shortfall Amount, Seller shall be determined promptly notify Buyer in accordance with Section 3.1(c)writing, and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to following such notice the extent required by GAAP that (A) affect Closing Statement 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 PriceShortfall Statement, as determined from applicable, will be final, conclusive and binding on the Closing Balance Sheet Parties and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")not subject to further review.

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.

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).

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 Sheet9.8. 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 Seller shall deliver written notice to Buyer (a “Dispute Notice”) of any disputes or objections thereto (collectively, the “Disputed Items”) with GAAPreasonable supporting detail as to such Disputed Items, 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 within sixty (60) days following receipt of the Acquired Assets Proposed Closing Date Calculations (such period, 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 determined in accordance with Section 3.1(b) hereof conclusive, final and binding on the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves Parties for all known liabilities and reasonably anticipated losses to purposes of determining 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").Actual

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 (Company. Seller shall, and shall cause its Affiliates to, make their financial records, 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 Company’s books and records and the working papers of their accountants, as well as the employees of Seller, reasonably available to Buyer and its accountants and other representatives (iiand Buyer and its accountants and other representatives shall be permitted to make copies as they see reasonably necessary) be prepared at regular business hours, in accordance with GAAP, applied consistently such a manner as to not interfere with the accounting principles used to prepare annual financial statements normal operation of Seller without regard (subject to accounting practices that normally may be followed at interim dates; provided that the Book Value execution of customary work paper access letters, if requested) solely for the purpose of assisting Buyer and its accountants and other Representatives in its preparation of the Acquired Assets Proposed Closing Date Calculations. In the event that such access is not made reasonably available to Buyer and its accounts and other representatives in a reasonably timely manner, the delivery date for Buyer to deliver to Seller the Proposed Closing Date Calculations 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 extended until a schedule showing the difference, if any, date mutually agreed 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")Parties.

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.

Determination of Final Purchase Price. (ai) Not As soon as practicable, but no later than ninety (90) days following after the Closing Date, Purchaser Parent shall furnish prepare (with the assistance of the Company’s current accountants if requested by Parent) and deliver to the Seller Representative Parent’s good faith proposed calculation of each of (iA) audited statements the Aggregate Option Exercise Price, (B) the Net Working Capital Adjustment, (C) the amount of Cash and Cash Equivalents, (D) the amount of Closing Date Funded Indebtedness, (E) the amount of Unpaid Company Stockholder Expenses, (F) the Section 280G Losses and (G) 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 of components thereof and in a manner consistent with the Acquired Assets definitions thereof 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, determined in accordance with the respective formulas therefor set forth in Section 3.1(a) Accounting Principles. The calculation of the Proposed Closing Date Calculations does not permit the introduction of different accounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgments, assumptions, techniques or estimation methodologies (including with respect to the calculation of reserves and Section 3.1(daccruals), based on including with respect to the data contained in such nature of accounts. For the avoidance of doubt, the Proposed Closing Balance Sheet. The fees Date Calculations (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 components thereof) (i) be prepared in accordance with shall exclude the books and records impact of Sellerany decisions made or actions taken or omitted by Parent or the Group Companies following the Closing, (ii) be prepared shall not reflect changes in accordance with GAAP, applied consistently with the assets or liabilities as a result of purchase 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)adjustments, and (iii) reflect adequate reserves for all known liabilities shall be based on facts and reasonably anticipated losses circumstances as they exist on or prior to the extent required by GAAP Closing. If Parent fails to timely deliver the Proposed Closing Date Calculations within such ninety (90) day period, then the Actual Adjustment shall be deemed to equal zero. For the avoidance of doubt, the calculations to be made pursuant to this Section 2.3(b) and the purchase price adjustment to be made pursuant to Section 2.3(b) are not intended to be used to adjust for errors or omissions that (A) affect or are related may be found with respect to the Acquired Assets Company Financial Statements or any inconsistencies between the Company Financial Statements or the Assumed LiabilitiesAccounting Principles, on the one hand, 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 on the foregoing deviate from GAAPother, then such reserves for which Parent’s rights under the RWI Policy 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 sole and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")exclusive remedy.

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")foregoing, Buyer shall, and shall cause the Group Companies to, make any relevant books and records available to the Accounting Firm in connection with its services and all fees and expenses of the Accounting Firm shall be paid by Buyer.

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").

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 Seller, (ii) be prepared the Company Parties in accordance with GAAPGAAP and, 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 applicable, consistent with the past practices of the Company Parties (but without giving effect to the payments contemplated by GAAP that 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 (A60) affect or are 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 Acquired Assets or final amounts set forth on the Assumed LiabilitiesAudited Closing Balance Sheet, and (B) are determined including work papers, in accordance connection 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 Xxxxx’x preparation of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Audited 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")Sheet.

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 of Seller, present the Closing Statement within an additional forty-five (ii45) be prepared in accordance days thereafter. In the event that Seller agrees 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 Buyer’s determination of the Acquired Assets shall be determined in accordance actual amounts of the Adjustment Amounts (together with Section 3.1(ba calculation of the Purchase Price based thereon) hereof and the Balance Sheet Liabilities Closing Statement Date Shortfall Amount and the Definitive Shortfall Amount, Seller shall be determined promptly notify Buyer in accordance with Section 3.1(c)writing, and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to following such notice the extent required by GAAP that (A) affect Closing Statement 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 PriceShortfall Statement, as determined from applicable, will be final, conclusive and binding on the Closing Balance Sheet Parties and the amount of the EBITDA Adjustment, if any (the "Closing Schedule")not subject to further review.