Common use of Determination of Initial Purchase Price Clause in Contracts

Determination of Initial Purchase Price. (a) Within 30 days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Preliminary Closing Statement”) setting forth (i) the Working Capital (as defined below) as of the Closing Date (the “Closing Working Capital”) and (ii) the Initial Purchase Price. (b) Seller may review such statement and, within 10 days after the date of such receipt, may deliver to Buyer a certificate setting forth its objections to those items and amounts reflected in the Preliminary Closing Statement, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. Any items and amounts not identified and properly objected to by Seller in such certificate of objection shall be deemed to have been agreed to by Seller. If Seller fails to deliver such certificate of objection within such 10-day period, the Preliminary Closing Statement shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered by Buyer and shall be final and binding upon the parties as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (c) If Seller duly delivers a certificate of objection pursuant to Section 2.3(b), Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the “Agreed Working Capital Adjustments”), no later than 10 days following Buyer’s receipt of such certificate, the disputed items or amounts identified in such certificate. If Buyer and Seller reach agreement in writing on such disputed items or amounts, the Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (d) If any objections raised by Seller are not resolved by Agreed Working Capital Adjustments within the 10-day period referred to in Section 2.3(c), then Buyer and Seller shall promptly submit the objections that are then unresolved to the Accounting Firm (as defined below), and the Accounting Firm shall be directed by Buyer and Seller to resolve the unresolved objections (based solely on the presentations by Buyer and by Seller as to whether any disputed items or amounts had been determined in a manner consistent with the past practices of Seller and its consideration of only those items or amounts in the Preliminary Closing Statement as to which Seller has objected) as promptly as practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed items or amounts. The Preliminary Closing Statement, after giving effect to any Agreed Working Capital Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. For purposes of this Agreement, “Accounting Firm” means an accounting firm that (i) is reasonably acceptable to Buyer and Seller, (ii) has no material relationship with Buyer, Seller or their respective Affiliates or other material conflict and (iii) agrees to undertake the engagement for fees and expenses that are reasonably acceptable to both Buyer and Seller.

Determination of Initial Purchase Price. No later than 8:00 p.m. (aNew York City time) Within 30 days following on the Business Day prior to each Closing Date, Buyer the Seller shall prepare and deliver to Seller the Purchaser and each Swap Counterparty via email or facsimile a statement (the “Preliminary Closing Statement”) setting forth (i) the Working Capital (as defined below) as approximate aggregate unpaid principal balance of mortgage loans proposed to be sold to the Purchaser on the related Closing Date (for purposes of this paragraph, the “Closing Working CapitalAdditional Mortgage Loans”) ), and (ii) the Initial Purchase Price. Reference Agent’s calculation (b) Seller may review such statement andthe “Preliminary Xxxx”), within 10 days after using the date method set forth on Annex A to each Interest Rate Swap, of the Market Value of the expected pool comprised of the Additional Mortgage Loans together with all of the Mortgage Loans owned by the Purchaser as of the end of funding on the day the Preliminary Xxxx is delivered. Each of the Swap Counterparties shall have the right to dispute the Preliminary Xxxx, provided that, if notice of such receipt, may deliver to Buyer a certificate setting forth its objections to those items and amounts reflected in dispute is not received by the Seller before 10:00 a.m. (New York City time) on the Closing Date (after receipt of the Preliminary Closing StatementXxxx), together with a summary all of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. Any items and amounts not identified and properly objected to by Seller in such certificate of objection shall Swap Counterparties will be deemed to have been agreed to by Sellerwith such Preliminary Xxxx. If Seller fails to deliver such certificate of objection within such 10-day periodthe Purchaser or any Swap Counterparty does not agree with the Preliminary Xxxx, the Purchaser, the Seller and the appropriate Swap Counterparty shall each use their best efforts to agree on a revised Preliminary Xxxx. If a revised Preliminary Xxxx is agreed or the disputing party withdraws its objection, such revised or the original Preliminary Xxxx (as the case may be) shall automatically become the calculation of Market Value for any Mortgage Loans acquired by the Purchaser on such Closing Statement Date. If the parties are unable to agree upon the Preliminary Xxxx, or the sale does not close for any other reason, the Seller shall, at its option, (x) proceed with the sale at the highest Market Value acceptable to all the Swap Counterparties, or (y) abandon the sale or reschedule it to a later date. No later than 12.00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) on each Closing Date (or 4:00 p.m. (New York City time) where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), the Seller shall be deemed deliver to have been accepted and agreed to by Seller in the form in which it was delivered by Buyer Purchaser a Transfer Supplement and shall be final and binding upon notify the parties as the “Closing Statement” for purposes Purchaser of this Agreement, and the determination its calculation of the Closing Working Capital and the Initial Purchase Price set forth therein for each Mortgage Loan and Additional Balance in the Portfolio, based on the foregoing determination of Market Value. If the Purchaser does not agree with any purchase calculation or the sale does not close for any other reason, the Closing Date for the Portfolio shall be final and binding as rescheduled to a later date, at its option, by the “Closing Working Capital” Seller. The Purchaser and the “Initial Purchase Price” for purposes of this Agreement. (c) If Seller duly delivers a certificate of objection pursuant to Section 2.3(b), Buyer and Seller shall use their reasonable best efforts to resolve by written agreement (close the “Agreed Working Capital Adjustments”), no later than 10 days following Buyer’s receipt sale of any Portfolio on any such certificate, Closing Date. The Purchaser shall pay to the disputed items or amounts identified in such certificate. If Buyer and Seller reach agreement in writing on such disputed items or amounts, the Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final of each Mortgage Loan and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. Additional Balance purchased by it hereunder, in immediately available funds not later than 5:00 p.m. (d) If any objections raised by Seller are not resolved by Agreed Working Capital Adjustments within the 10-day period referred to in Section 2.3(cNew York City time), then Buyer and Seller shall promptly submit the objections that are then unresolved to the Accounting Firm (as defined below), and the Accounting Firm shall be directed by Buyer and Seller to resolve the unresolved objections (based solely on the presentations by Buyer and by Seller as to whether any disputed items or amounts had been determined in a manner consistent with the past practices of Seller and its consideration of only those items or amounts in the Preliminary Closing Statement as to which Seller has objected) as promptly as practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed items or amountsDate. The Preliminary Closing Statement, after giving effect to any Agreed Working Capital Adjustments and to the resolution of disputed matters by the Accounting Firm, shall Each Mortgage Loan must be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. For purposes of this Agreement, “Accounting Firm” means an accounting firm that (i) is reasonably acceptable to Buyer and Seller, (ii) has no material relationship with Buyer, Seller or their respective Affiliates or other material conflict and (iii) agrees to undertake the engagement for fees and expenses that are reasonably acceptable to both Buyer and SellerEligible Loan.

Determination of Initial Purchase Price. No later than 8:00 p.m. (aNew York City time) Within 30 days following on the Business Day prior to each proposed Closing Date, Buyer the applicable Seller shall prepare and deliver to Seller the Issuer and each Swap Counterparty a statement (the “Preliminary Closing Statement”) setting forth (i) the Working Capital (as defined below) as Loan Tape of the Closing Date Mortgage Loans proposed to be sold to the Issuer (containing the “Closing Working Capital”fields set forth in Exhibit G) and (ii) shall notify the Initial Purchase Price. (b) Seller may review such statement and, within 10 days after the date Issuer and each Swap Counterparty of such receipt, may deliver to Buyer a certificate setting forth its objections to those items and amounts reflected in the Preliminary Closing Statement, together with a summary calculation of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. Any items and amounts not identified and properly objected to by Seller in such certificate of objection shall be deemed to have been agreed to by Seller. If Seller fails to deliver such certificate of objection within such 10-day period, the Preliminary Closing Statement shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered by Buyer and shall be final and binding upon the parties as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final for the Mortgage Loans and binding as any Additional Balance in the “Closing Working Capital” and Portfolio (the “Initial Purchase Price” for purposes of this Agreement. (c) If Seller duly delivers a certificate of objection pursuant to Section 2.3(b), Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the “Agreed Working Capital AdjustmentsPrice Calculation”), no later than 10 days following Buyer’s receipt of such certificate, the disputed items or amounts identified in such certificate. If Buyer The proposed sale and Seller reach agreement in writing on such disputed items or amounts, the Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments purchase shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and proceed at the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (d) If Calculation unless any objections raised by Seller are not resolved by Agreed Working Capital Adjustments within the 10-day period referred to in Section 2.3(c), then Buyer and Seller shall promptly submit the objections that are then unresolved to the Accounting Firm (as defined below), and the Accounting Firm shall be directed by Buyer and Seller to resolve the unresolved objections (based solely on the presentations by Buyer and by Seller as to whether any disputed items or amounts had been determined in a manner consistent with the past practices of Seller and its consideration of only those items or amounts in the Preliminary Closing Statement as to which Seller has objected) as promptly as practicable and to deliver Swap Counterparty gives written notice to each of Buyer and Seller setting forth its resolution of the disputed items or amounts. The Preliminary Closing Statement, after giving effect to any Agreed Working Capital Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and that it considers that the Initial Purchase Price Calculation is overstated in an amount greater than 0.25%, and provided that such written notice of dispute is received by the Issuer and the Seller before 10:00 a.m. (New York City time) on the proposed Closing Date. If such written notice of dispute is received, the Issuer, such Seller and the Swap Counterparties shall each use their best efforts to agree on a revised Initial Purchase Price Calculation. If a revised Initial Purchase Price Calculation is agreed, the sale shall proceed on the Closing Date therefor, as set forth therein shall be final and binding as below. If the “Closing Working Capital” and the “parties are unable to agree upon a revised Initial Purchase Price” Price Calculation, or the sale does not close for purposes of this Agreement. For purposes of this Agreementany other reason, “Accounting Firm” means an accounting firm that such Seller shall, at its option, (ix) is reasonably proceed with the sale at the highest price acceptable to Buyer the Swap Counterparties, or (y) abandon the sale or reschedule it to a later date. The Issuer shall pay to such Seller the Initial Purchase Price of each Mortgage Loan and SellerAdditional Balance purchased by it hereunder, in immediately available funds, not later than 5:00 p.m. (ii) has no material relationship with BuyerNew York City time), Seller or their respective Affiliates or other material conflict and (iii) agrees to undertake on the engagement for fees and expenses that are reasonably acceptable to both Buyer and SellerClosing Date.

Determination of Initial Purchase Price. (a) Within 30 days following the No later than 3:00 p.m. Eastern time on each Closing Date, Buyer the Seller shall prepare and deliver to Seller the Issuer a statement (the “Preliminary Closing Statement”) setting forth (i) the Working Capital (as defined below) as Transfer Supplement. During any IPP Dispute Period, each of the Closing Date (Swap Counterparties shall have the “Closing Working Capital”) and (ii) the Initial Purchase Price. (b) Seller may review such statement and, within 10 days after the date of such receipt, may deliver right to Buyer a certificate setting forth its objections to those items and amounts reflected in the Preliminary Closing Statement, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. Any items and amounts not identified and properly objected to by Seller in such certificate of objection shall be deemed to have been agreed to by Seller. If Seller fails to deliver such certificate of objection within such 10-day period, the Preliminary Closing Statement shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered by Buyer and shall be final and binding upon the parties as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and dispute the Initial Purchase Price set forth therein in the related Purchase Notice for any Mortgage Loan or portfolio of Mortgage Loans delivered during such IPP Dispute Period by 11:30 a.m. Eastern time on such Closing Date, such sale shall occur at the highest Initial Purchase Price acceptable to such disputing Swap Counterparty or otherwise such sale must be abandoned or rescheduled by the Issuer and the Seller. If the Issuer does not agree with any purchase calculation, or if the disputing Swap Counterparty disputes any purchase calculation, or the sale does not close for any other reason, then the Closing Date for the Mortgage Loan or portfolio of Mortgage Loans shall be final and binding as rescheduled to a later date at the “Seller’s option; it being understood that regardless of whether the rescheduled Closing Working Capital” Date occurs after the end of the IPP Dispute Period, the provisions of this paragraph shall apply to such Mortgage Loan or portfolio of Mortgage Loans. If the Issuer does not agree with any purchase calculation, or the sale does not close for any other reason, then the Closing Date for some or all of the Portfolio shall be rescheduled to a later date, at its option, by the Seller. The Issuer and the “Initial Purchase Price” for purposes of this Agreement. (c) If Seller duly delivers a certificate of objection pursuant to Section 2.3(b), Buyer and Seller shall use their reasonable best efforts to resolve by written agreement (close the “Agreed Working Capital Adjustments”), no later than 10 days following Buyer’s receipt sale of any Portfolio on any such certificateClosing Date. On each Closing Date, the disputed items or amounts identified in such certificate. If Buyer and Issuer shall pay to the Seller reach agreement in writing on such disputed items or amounts, the Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall of each Mortgage Loan purchased by it hereunder in immediately available funds not later than 4:00 p.m., Eastern time. Each Mortgage Loan must be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreementan Eligible Loan. (d) If any objections raised by Seller are not resolved by Agreed Working Capital Adjustments within the 10-day period referred to in Section 2.3(c), then Buyer and Seller shall promptly submit the objections that are then unresolved to the Accounting Firm (as defined below), and the Accounting Firm shall be directed by Buyer and Seller to resolve the unresolved objections (based solely on the presentations by Buyer and by Seller as to whether any disputed items or amounts had been determined in a manner consistent with the past practices of Seller and its consideration of only those items or amounts in the Preliminary Closing Statement as to which Seller has objected) as promptly as practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed items or amounts. The Preliminary Closing Statement, after giving effect to any Agreed Working Capital Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. For purposes of this Agreement, “Accounting Firm” means an accounting firm that (i) is reasonably acceptable to Buyer and Seller, (ii) has no material relationship with Buyer, Seller or their respective Affiliates or other material conflict and (iii) agrees to undertake the engagement for fees and expenses that are reasonably acceptable to both Buyer and Seller.

Determination of Initial Purchase Price. (a) Within 30 days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Preliminary Closing Statement”) setting forth (i) the Working Capital (as defined below) as of the Closing Date (the “Closing Working Capital”) and (ii) the Initial Purchase Price. (b) Seller may review such statement and, within 10 days after the date of such receipt, may deliver to Buyer a certificate setting forth its objections to those items and amounts reflected in the Preliminary Closing Statement, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. Any items and amounts not identified and properly objected to by Seller in such certificate of objection shall be deemed to have been agreed to by Seller. If Seller fails to deliver such certificate of objection within such 10-day period, the Preliminary Closing Statement shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered by Buyer and shall be final and binding upon the parties as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (c) If Seller duly delivers a certificate of objection pursuant to Section 2.3(b), Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the “Agreed Working Capital Adjustments”), no later than 10 days following Buyer’s receipt of such certificate, the disputed items or amounts identified in such certificate. If Buyer and Seller reach agreement in writing on such disputed items or amounts, the Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (d) If any objections raised by Seller are not resolved by Agreed Working Capital Adjustments within the 10-day period referred to in Section 2.3(c), then Buyer and Seller shall promptly submit the objections that are then unresolved to the Accounting Firm (as defined below), ) and the Accounting Firm shall be directed by Buyer and Seller to resolve the unresolved objections (based solely on the presentations by Buyer and by Seller as to whether any disputed items or amounts had been determined in a manner consistent with the past practices of Seller GAAP and its consideration of only those items or amounts in the Preliminary Closing Statement as to which Seller has objected) as promptly as practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed items or amounts. The Preliminary Closing Statement, after giving effect to any Agreed Working Capital Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. For purposes of this Agreement, “Accounting Firm” means an accounting firm that (i) is reasonably acceptable to Buyer and Seller, (ii) has no material relationship with Buyer, Seller or their respective Affiliates or other material conflict and (iii) agrees to undertake the engagement for fees and expenses that are reasonably acceptable to both Buyer and Seller.

Determination of Initial Purchase Price. (a) Within 30 days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Preliminary Closing Statement”) setting forth (i) the Working Capital (as defined below) as of the Closing Date (the “Closing Working Capital”) and (ii) the Initial Purchase Price. (b) Seller may review such statement and, within 10 days after the date of such receipt, may deliver to Buyer a certificate setting forth its objections to those items and amounts reflected in the Preliminary Closing Statement, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. Any items and amounts not identified and properly objected to by Seller in such certificate of objection shall be deemed to have been agreed to by Seller. If Seller fails to deliver such certificate of objection within such 10-10 day period, the Preliminary Closing Statement shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered by Buyer and shall be final and binding upon the parties as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (c) If Seller duly delivers a certificate of objection pursuant to Section 2.3(b), Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the “Agreed Working Capital Adjustments”), no later than 10 days following Buyer’s receipt of such certificate, the disputed items or amounts identified in such certificate. If Buyer and Seller reach agreement in writing on such disputed items or amounts, the Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (d) If any objections raised by Seller are not resolved by Agreed Working Capital Adjustments within the 10-10 day period referred to in Section 2.3(c), then Buyer and Seller shall promptly submit the objections that are then unresolved to an accounting firm which is reasonably acceptable to Buyer and Seller and which has no material relationship with Buyer, Seller or their respective Affiliates or other material conflict (the “Accounting Firm (as defined below), Firm”) and the Accounting Firm shall be directed by Buyer and Seller to resolve the unresolved objections (based solely on the presentations by Buyer and by Seller as to whether any disputed items or amounts had been determined in a manner consistent with the past practices of Seller GAAP and its consideration of only those items or amounts in the Preliminary Closing Statement as to which Seller has objected) as promptly as practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed items or amounts. The Preliminary Closing Statement, after giving effect to any Agreed Working Capital Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (e) The parties hereto shall make available to Buyer, Seller and, if applicable, the Accounting Firm, such books, records and other information (including work papers) as any of the foregoing may reasonably request to prepare or review the Preliminary Closing Statement or any matters submitted to the Accounting Firm. The fees and expenses of the Accounting Firm hereunder shall be paid 50% by Buyer and 50% by Seller. (f) If the Estimated Initial Purchase Price is greater than the Initial Purchase Price, Seller, the Members and the Principals shall, within 10 business days after the Closing Statement is finalized pursuant to this Section 2.3, make payment by wire transfer to Buyer in immediately available funds of the amount of such difference, together with interest at a rate of 7% per annum from the Closing Date to the date of such payment. If the Estimated Initial Purchase Price is less than the Initial Purchase Price, Buyer shall, within 10 business days after the Closing Statement is finalized pursuant to this Section 2.3, make payment by wire transfer to Seller in immediately available funds of the amount of such difference, together with interest at a rate of 7% per annum from the Closing Date to the date of such payment. (g) For purposes of this Agreement, “Accounting FirmWorking Capital” means an means, as of any date of determination, the excess of the total current assets of Seller included in the Purchased Assets as of such date over the total current liabilities of Seller included in the Assumed Liabilities, determined in accordance with GAAP on a basis consistent with the methodologies, practices and principles used in the preparation of the Financial Statements (except as otherwise provided in this definition and without regard to any purchase accounting firm that adjustments arising out of the transactions contemplated hereby). In determining the amount of such total current assets and total current liabilities hereunder, (i) is reasonably acceptable to Buyer all accounting entries shall be taken into account regardless of their amount and Seller, all known errors and omissions corrected; (ii) has no material relationship with Buyer, Seller or their respective Affiliates or other material conflict and all proper adjustments shall be made; (iii) agrees the value of accounts receivable shall (A) be reduced by the amount of a customary reserve for uncollectible accounts and (B) exclude any accounts receivable from any Affiliates (as defined in Section 5.18) of any of Seller, the Members or the Principals; (iv) deferred tax assets shall be excluded from the determination of total current assets; (v) accrued expenses shall exclude amounts owed to undertake the engagement for fees Members, the Principals or any Affiliates of the Members or the Principals; and expenses that are reasonably acceptable to both Buyer and Seller(vi) the items set forth in Schedule 2.3(g) shall be pro-rated as of the Closing Date.

Determination of Initial Purchase Price. (a) Within 30 days following the Closing Date, Buyer shall prepare and deliver to Seller the Shareholders (i) an unaudited balance sheet of HAI as of the Closing Date (the “Preliminary Closing Date Balance Sheet”) prepared consistently with the past practices of HAI, presenting fairly the financial position and results of operations of HAI as of the Closing Date and for the period covered thereby and (ii) a statement (the “Preliminary Closing Statement”) setting forth (iA) the Working Capital (as defined below) as of the Closing Date (the “Closing Working Capital”) and (iiB) the Initial Purchase Price. (b) Seller The Shareholders may review such balance sheet and statement and, within 10 days after the date of such receipt, may deliver to Buyer a joint certificate setting forth its their objections to those items and amounts reflected in the Preliminary Closing Date Balance Sheet and the Preliminary Closing Statement, together with a summary of the reasons therefor and calculations which, in its their view, are necessary to eliminate such objections. Any items and amounts not identified and properly objected to by Seller the Shareholders in such joint certificate of objection shall be deemed to have been agreed to by Sellerthe Shareholders. If Seller fails the Shareholders fail to deliver such joint certificate of objection within such 10-day period, period the Preliminary Closing Date Balance Sheet and Preliminary Closing Statement shall be deemed to have been accepted and agreed to by Seller the Shareholders in the form in which it was delivered by Buyer and shall be final and binding upon the parties as the “Closing Date Balance Sheet” and “Closing Statement,” respectively, for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein on the Closing Statement shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (c) If Seller the Shareholders duly delivers deliver a joint certificate of objection pursuant to Section 2.3(b), Buyer and Seller the Shareholders shall use their reasonable efforts to resolve by written agreement (the “Agreed Working Capital Adjustments”), no later than 10 days following Buyer’s receipt of such joint certificate, the disputed items or amounts identified in such joint certificate. If Buyer and Seller the Shareholders reach agreement in writing on such disputed items or amounts, the Preliminary Closing Date Balance Sheet and Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments shall be final and binding as the “Closing Date Balance Sheet” and “Closing Statement,” respectively, for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein on the Closing Statement shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (d) If any objections raised by Seller the Shareholders are not resolved by Agreed Working Capital Adjustments within the 10-day period referred to in Section 2.3(c), then Buyer and Seller the Shareholders shall promptly submit the objections that are then unresolved to the Accounting Firm (as defined below), and the Accounting Firm shall be directed by Buyer and Seller the Shareholders to resolve the unresolved objections (based solely on the presentations by Buyer and by Seller the Shareholders as to whether any disputed items or amounts had been determined in a manner consistent with the past practices of Seller HAI and its consideration of only those items or amounts in the Preliminary Closing Date Balance Sheet and Preliminary Closing Statement as to which Seller has the Shareholders have objected) as promptly as practicable and to deliver written notice to each of Buyer and Seller the Shareholders setting forth its resolution of the disputed items or amounts. The Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, after giving effect to any Agreed Working Capital Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Date Balance Sheet” and “Closing Statement,” respectively, for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein in the Closing Statement shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. For purposes of this Agreement, “Accounting Firm” means an accounting firm that (i) is reasonably acceptable to Buyer and Sellerthe Shareholders, (ii) has no material relationship with Buyer, Seller either Shareholder or their respective Affiliates or other material conflict and (iii) agrees to undertake the engagement for fees and expenses that are reasonably acceptable to both Buyer and Sellerthe Shareholders.