Common use of Determination of Purchase Price Clause in Contracts

Determination of Purchase Price. (a) No later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No later than 15 As soon as reasonably practicable after the Post-Closing Adjustment Date, but in any event within ninety (90) days prior to the Closing Datethereafter, Seller will prepare and deliver to Buyer a good faith estimate consolidated balance sheet of the Purchase Price, based on Seller’s good faith estimates Purchased Assets and Assumed Obligations as of the Adjustment Amount Closing Date (such estimated Purchase Price being referred as finally determined pursuant to herein as this Section 3.3, the “Closing Payment AmountFinal Balance Sheet”). , (bA) Within 90 days after clearly indicating in reasonable detail the liabilities and obligations included thereon that Seller transferred to Buyer on the Closing DateDate (as finally determined pursuant to this Section 3.3, Seller will prepare the “Actual Assumed Balance Sheet Obligations”) and deliver (B) containing the Net Non-Rate Base Asset Value as of the Closing Date (as finally determined pursuant to Buyer this Section 3.3, the “Actual Net Non-Rate Base Asset Value”), and a statement (as finally determined pursuant to this Section 3.3, the “Post-Closing Adjustment Final Rate Base Statement”) that reflects Seller’s determination of (i) setting forth the Adjustment Actual Rate Base Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Rate Base Value, the Actual Capital Expenditure Amount, the Actual Rate Base Reclassification Amount and the Actual CWIP Amount, together with reasonably detailed supporting documentation. Each of the Final Balance Sheet and the Final Rate Base Statement shall be reviewed by Deloitte & Touche LLP. The Final Balance Sheet shall be prepared in accordance with GAAP, consistently applied. The Final Rate Base Statement shall be prepared in accordance with FERC 18 CFR, consistently applied. Seller shall provide Buyer and Buyer’s independent accountant with all supporting work papers and all books and records of Seller, and Buyer may make inquiry of the representatives of Seller’s accountants and Seller, as requested by Buyer in connection with preparation and review of the Final Balance Sheet and the Final Rate Base Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Final Balance Sheet and the Final Rate Base Statement and related information, and will to provide Seller with access to its books, records, information, information and employees as Seller may reasonably requestrequest in connection with such preparation. The Final Balance Sheet and Final Rate Base Statement shall be prepared and adjusted pursuant to this Section 3.3 to avoid duplication of any items, and not to include any items, to the extent otherwise taken into account in the prorations under Section 3.5. (cb) The amounts determined by Seller as set forth in the Post-Closing Adjustment Final Balance Sheet and the Final Rate Base Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Final Balance Sheet and the Final Rate Base Statement, Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statementtherein. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with reasonable specificity each item in the Post-Closing Adjustment Final Balance Sheet and the Final Rate Base Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (dc) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c3.3(b), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in based on the Post-Closing Adjustment Final Balance Sheet and the Final Rate Base Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by Seller or Buyer, as the appropriate Partycase may be, in accordance with the payment procedures set forth in Section 3.2(e3.3(g); and (ii) Buyer and Seller will attempt to reconcile their differences and any written resolution agreed and executed by both of them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, Firm which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements personnel of the Independent Accounting Firm will performing such services shall be allocated between individuals who are independent of, and impartial with respect to Buyer and Seller so that Buyer’s share and their Affiliates, officers, directors, agents and employees, and the officers, directors, agents and employees of such fees and disbursements will their respective Affiliates. Before referring a matter to the Independent Accounting Firm, the Parties shall agree on procedures to be in followed by the same proportion that Independent Accounting Firm (including procedures for the aggregate amount presentation of such remaining disputed items so submitted evidence). If the Parties are unable to agree upon procedures before the expiration of thirty (30) days after receipt by Seller of the Adjustment Dispute Notice, the Independent Accounting Firm shall establish procedures, which procedures may be, but need not be, those proposed by either Party. The Parties shall, as promptly as practicable, submit evidence to the Independent Accounting Firm in accordance with such procedures. The fees and expenses of the Independent Accounting Firm incurred in the resolution of such dispute shall be borne by the Parties in such proportion as is appropriate to reflect the relative benefits received by Seller on the one hand and Buyer on the other from the resolution of the dispute. For example, if Buyer challenges items underlying the calculation of the Adjustment Amount in the net amount of $100,000, but the Independent Accounting Firm determine that is unsuccessfully disputed by Buyer (as finally determined has a valid claim for only $40,000, Buyer shall bear 60% of the fees and expenses of the Independent Accounting Firm and Seller shall bear the other 40% of such fees and expenses. The decision rendered by the Independent Accounting Firm) bears Firm pursuant to the total amount this Section 3.3 may be filed as a judgment in any court of such remaining disputed amounts so submitted competent jurisdiction. Either Party may seek specific enforcement or take other necessary legal action to enforce any decision of the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid Firm under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment3.3.

Determination of Purchase Price. (a) No Not later than 15 the latest to occur of (x) forty-five (45) days prior to after the Closing DateDate and (y) thirty (30) days after receipt of the Nine-Month Audited Financial Statements by the Buyer, Seller will the Buyer shall prepare and deliver to Buyer Sellers a good faith estimate written statement (the “Actual Closing Statement”) setting forth the actual amount of working capital as defined in Exhibit B-2 (as adjusted) as of the Purchase PriceClosing (the “Actual Working Capital”). The Actual Closing Statement shall also set forth details of each constituent element used in determining Actual Working Capital and a reconciliation to the Estimated Closing Statement and Estimated Working Capital. The constituent element balances of Actual Working Capital shall be determined in accordance with GAAP. The calculation of Actual Working Capital shall be consistent with the definition of working capital on Exhibit B-2 (as adjusted), applying the same methodologies and assumptions reflected in Exhibit B-2. In addition, the Actual Closing Statement shall also set forth (x) the Additional Deferred Revenue Adjustment, calculated in accordance with GAAP as of the Closing, and (y) the Additional Adjustments, based on Seller’s good faith estimates upon the Actual Working Capital as of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”)Closing. (b) Within 90 Sellers shall have thirty (30) days after the receipt of the Actual Closing DateStatement to verify and confirm the accuracy thereof. If, Seller will prepare and deliver after such review, Sellers agree with Buyer’s determination of the Actual Closing Statement, Sellers shall promptly notify Buyer of their agreement. If, after such review, Sellers object to Buyer’s determination of the Actual Closing Statement, Sellers shall promptly provide Buyer with a written statement indicating the basis for their objections (the “Post-Closing Adjustment StatementObjection Notice”), and Buyer and Sellers shall meet and confer in an effort to resolve such disagreement in good faith. The failure of Sellers to provide an Objection Notice within thirty (30) that reflects Sellerdays after receipt of Buyer’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Actual Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with SellerStatement shall be deemed their agreement that Buyer’s preparation determination of the Post-Actual Closing Adjustment Statement is accurate and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably requestfinal. (c) The amounts determined by Seller as set forth in In the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, event that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion Estimated Working Capital exceeds the Actual Working Capital, or (ii) the actual Additional Deferred Revenue Adjustment as of the total proposed Closing exceeds the Additional Deferred Revenue Adjustment Amount set forth included on the Estimated Closing Statement, or (iii) the Additional Adjustments included on the Estimated Closing Statement exceeds actual Additional Adjustments as of the Closing, Sellers shall promptly (but in any event within five (5) Business Days of the Post-Closing Adjustment Statement date of determination of the Actual Working Capital) pay an amount equal to (together with x) such excess plus (y) interest thereon for at the period commencing on rate of five percent (5%) per annum calculated from the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with and including the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be finaldate, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting FirmBuyer, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of in immediately available funds to the an account specified designated by the Party receiving payment.Buyer in a notice to Sellers not later than the second (2nd) Business Day after the date of final determination

Determination of Purchase Price. (a) No As promptly as practicable following the Closing Date (but not later than 15 90 days prior to after the Closing Date), Seller will prepare Buyer shall (1) cause to be prepared, in accordance with GAAP, and deliver delivered to Buyer Parent a good faith estimate balance sheet of the Companies (reflecting all line items set forth on the Adjusted Balance Sheet and specifying the amount of Indebtedness for Borrowed Money) as of the close of business on the Closing Date (the "PRELIMINARY CLOSING DATE BALANCE SHEET") and (2) cause to be prepared and delivered to Parent a certificate (the "PRELIMINARY STATEMENT") setting forth in reasonable detail the calculation of the Purchase Price, based on Seller’s good faith estimates Price in accordance with the provisions of the Adjustment Amount this Agreement (such estimated Purchase Price as determined by Buyer being referred to herein as the “Closing Payment Amount”"PRELIMINARY PURCHASE PRICE"). (b) Within 90 Following receipt of the Preliminary Closing Date Balance Sheet and the Preliminary Statement, Parent may review the same and, within 45 days after the Closing Datedate of such receipt, Seller will prepare and may deliver to Buyer a statement written notice setting forth its specific objections to the Preliminary Closing Date Balance Sheet and the Preliminary Purchase Price set forth in the Preliminary Statement. If Parent does not so object within such 45-day period, the Preliminary Closing Date Balance Sheet and the Preliminary Purchase Price will be final and binding as the "Closing Date Balance Sheet" and the "Purchase Price," respectively, for purposes of this ARTICLE III. If Parent so objects within such 45-day period, Buyer and Parent shall use their reasonable efforts to resolve by written agreement, within 30 days next following such 45-day period (the “Post-"RESOLUTION PERIOD"), any differences as to the Preliminary Closing Adjustment Statement”) that reflects Seller’s determination of (i) Date Balance Sheet and the Adjustment AmountPreliminary Purchase Price. If Buyer and Parent so resolve all such differences, the Preliminary Closing Date Balance Sheet and (ii) the Preliminary Purchase Price based on set forth in the Adjustment Amount. In additionPreliminary Statement, Seller will provide Buyer with supporting calculationsas adjusted by the agreed adjustments, in reasonable detailshall be final and binding as the "Closing Date Balance Sheet" and the "Purchase Price," respectively, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation purposes of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably requestthis ARTICLE III. (c) The amounts determined If Parent's objections are not resolved by Seller as set forth in agreed adjustments within the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c)Resolution Period, then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the PartiesParent shall, within 30 days after following expiration of the Resolution Period, submit the objections that are then unresolved to a national independent accounting firm mutually acceptable to Buyer and Parent, and such submissionfirm (the "NEUTRAL AUDITOR") shall be directed by Buyer and Parent to resolve only the unresolved objections (based solely on information provided to the Neutral Auditor by Buyer and Parent) as promptly as reasonably practicable and to deliver written notice to each of Buyer and Parent setting forth its resolution of the disputed matters (such notice to include a worksheet setting forth all material calculations used in arriving at such resolution). If either Parent or Buyer fails to submit any information to the Neutral Auditor within the time determined by the Neutral Auditor, upon such remaining disputed itemsthen the Neutral Auditor shall render a decision based solely on the evidence timely submitted to the Neutral Auditor by Parent or Buyer. The report Preliminary Closing Date Balance Sheet and the Preliminary Purchase Price, after giving effect to any agreed adjustments and to the resolution of disputed matters by the Neutral Auditors, shall be final and binding as the "Closing Date Balance Sheet" and the "Purchase Price," respectively, for purposes of this ARTICLE III. Each party hereto shall make available to the other party and, if applicable, the Neutral Auditor, such books, records and other information (including work papers) as any of the Independent Accounting Firm will be final, binding, and conclusive on foregoing may reasonably request to prepare or review the Parties for all purposesPreliminary Closing Date Balance Sheet or the Preliminary Statement or any matters submitted to the Neutral Auditor. The fees and disbursements expenses of the Independent Accounting Firm will Neutral Auditor shall be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be Parent in the same proportion that the aggregate amount of such remaining the disputed items so submitted to the Independent Accounting Firm Neutral Auditor that is unsuccessfully disputed by Buyer each such party (as finally determined by the Independent Accounting FirmNeutral Auditor) bears to the total amount of such remaining disputed amounts items so submitted to the Independent Accounting Firmsubmitted. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No Not later than 15 one hundred eighty (180) days prior to following the Closing Date, Purchaser, at its expense, shall furnish to the Seller will prepare (i) an audited balance sheet reflecting the consolidated Net Working Capital of the Company and deliver to Buyer the Subsidiaries as of the Closing Date prepared by Purchaser and reported upon by Ernst & Young LLP ("Purchaser's Accountants") (the "Audited Net Working Capital"), and (ii) a good faith estimate Schedule (the "Schedule") prepared by Purchaser and reviewed by Purchaser's Accountants setting forth Purchaser's determination of the Purchase Price based upon the Audited Net Working Capital (the "Purchase Price, based on Seller’s good faith estimates "). The Seller shall have the right to have its accountants review all work papers of Purchaser and Purchaser's Accountants contemporaneously with the Adjustment Amount (preparation and audit of such estimated Purchase Price being referred to herein as the “Closing Payment Amount”)Audited Net Working Capital. (b) Within 90 The Seller shall have fifteen (15) business days after following receipt of the Closing Date, Seller will prepare Audited Net Working Capital and deliver the Schedule to Buyer a statement (agree or disagree with the “Post-Closing Adjustment Statement”) that reflects Seller’s determination calculation of (i) the Adjustment Amount, and (ii) the Purchase Price based on set forth in the Adjustment AmountSchedule. In additionIf Purchaser and the Seller agree as to the Purchase Price within such period, payment of any difference between the Estimated Purchase Price and the Purchase Price shall be made in cash as provided in Section 1.5(d) hereof. If Seller will provide Buyer disagrees with supporting calculationsthe calculation of the Purchase Price set forth in the Schedule, the Seller shall deliver written notice of its objection(s) to the Purchaser within such fifteen (15) business day period, which notice shall describe, in reasonable detail, the reasons for the Seller's objections thereto. If the Seller fails to deliver a written notice of objection to the Purchaser within such determinations at fifteen (15) business day period, the time it Seller shall be deemed to have accepted the Audited Net Working Capital and the Schedule (and the resulting determination of the Purchase Price). If the Seller delivers a written notice of objection to the Post-Closing Adjustment StatementPurchaser within such fifteen (15) business day period, the Seller and Purchaser shall thereafter endeavor in good faith to resolve any disputed items within ten (10) business days after the date on which the Purchaser received the notice of objection. Buyer agrees If, however, Purchaser and the Seller do not agree as to cooperate with Seller in the Purchase Price within such ten (10) day period, the disagreement shall be resolved by a nationally known ("Big Six") independent accounting firm not then engaged by either YSI or Purchaser (the "Independent Accountants"). In connection with Seller’s preparation the foregoing, the Independent Accountants shall have reasonable access to all documents and facilities necessary in their judgment to perform their function. The determination of the Post-Closing Adjustment Statement Independent Accountants with regard to the disagreement shall be final and related informationbinding on the parties. The Net Working Capital of the Company as finally determined pursuant to this Section 1.5 (whether by failure of the Seller to deliver a notice of objection to the Purchaser in a timely manner, by agreement of the parties or by final determination of the Independent Accountants) shall be deemed to be and will provide Seller with access shall be referred to its booksherein as, records, information, and employees as Seller may reasonably requestthe "Final Net Working Capital." (c) The amounts determined by Seller as set forth in All costs associated with the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller resolution of any dispute with matters set forth in by the Post-Closing Adjustment Statement. Any such notice Independent Accountants shall be borne equally by the Seller and Purchaser, except that the Seller and Purchaser shall each be responsible for the fees of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreementtheir own attorneys and accountants, and Buyer’s position other expenses incurred in connection with respect to such disputed itemthe resolution of the dispute. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c)the Final Net Working Capital is greater than the Estimated Net Working Capital, then (i) Purchaser shall pay the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (difference between such amounts, together with interest thereon for as provided below, to the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the PartiesSeller. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price Final Net Working Capital is less than the Closing Payment AmountEstimated Net Working Capital, the Seller will shall pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid between such amounts, together with interest for the period commencing on the Closing Date through the date of paymentthereon as provided below, calculated at the Prime Rate in effect on the Closing Date, to Purchaser. The payments required by this Subsection (d) shall be made in cash or by wire transfer of immediately available funds within ten (10) days after the earlier to occur of (i) the date Purchaser and the Seller agree as to the account specified Purchase Price or (ii) the determination of the Purchase Price according to the provisions of Subsection (b) above. The payment shall bear interest from the Closing Date until the date of payment at the rate of ten percent (10%) per annum. The fees and expenses of the Seller's accountants shall be borne by the Party receiving paymentSeller, and all fees and expenses of Purchaser's Accountants shall be borne by Purchaser.

Determination of Purchase Price. (a) No Not later than 15 one hundred twenty (120) days prior to following the Closing Date, Seller will prepare either Parent or Buyer, at its expense, shall furnish to the Shareholders (i) a balance sheet of the Company as of the Closing Date prepared by Parent or Buyer (the "Closing Date Balance Sheet") and deliver (ii) a Schedule (the "Schedule") prepared by Parent or Buyer setting forth the purchase price determined in accordance with Section 2.1 based upon the Audited Closing Date Balance Sheet (the "Purchase Price"). The Closing Date Balance Sheet shall be prepared in accordance with, and any determination of Net Working Capital hereunder shall be made in accordance with, GAAP, as consistently applied by the Company. The Shareholders shall have the right to Buyer a good faith estimate have its accountants review all work papers of Parent in connection with the preparation and audit of such Closing Date Balance Sheet. (b) The Shareholders shall have thirty (30) days following the receipt of the Closing Date Balance Sheet and the Schedule to agree or disagree with the calculation of the Purchase Price set forth in the Schedule. If Parent and the Shareholders agree as to the Purchase Price within such thirty (30) day period, payment of any difference between the Estimated Purchase Price and the Purchase Price shall be made in cash as provided in Section 2.4(d) hereof. If, however, Shareholders disagree with Buyer's calculation of the Purchase Price, based on Seller’s good faith estimates Shareholders shall notify Buyer in writing within said thirty (30) days, said notice shall include Shareholders' calculation of the Adjustment Amount (such estimated Purchase Price being referred to herein as Price, and the “Closing Payment Amount”). (b) Within 90 days after the Closing Datedisagreement shall be resolved by Ernst & Young, Seller will prepare and deliver to Buyer a statement LLP, located in Atlanta, Georgia (the “Post-Closing Adjustment Statement”) that reflects Seller’s "Independent Accountants"). In connection with the foregoing, the Independent Accountants shall have reasonable access to all documents and facilities necessary in their judgment to perform their function. The determination of (i) the Adjustment Amount, Independent Accountants with regard to the disagreement shall be final and (ii) the Purchase Price based binding on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably requestparties. (c) The amounts All fees and expenses owed to the Independent Accountants in connection with the resolution of the dispute shall be (i) paid by Shareholders if the Purchase Price as determined by Seller the Independent Accountants is closer to the Purchase Price calculated by Buyer pursuant to Section 2.4(a) above than it is to the Purchase Price stated in the notice delivered by Shareholders pursuant to this Section 2.4(b) and (ii) paid by Buyer if the Purchase Price as determined by the Independent Accountants is closer to the Purchase Price in Shareholders' notice than to the Purchase Price calculated by Buyer. Except as set forth in above, the Post-Closing Adjustment Statement will Shareholders and Parent shall each be final, bindingresponsible for the fees of their own attorneys and accountants, and conclusive for all purposes unless, and only to other expenses incurred in connection with the extent, that within 60 days after Seller has delivered resolution of the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed itemdispute. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment AmountEstimated Purchase Price, Buyer will Parent shall pay the difference (adjusted between such amounts, together with interest thereon as provided below, to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Shareholders. If the Purchase Price is less than the Closing Payment AmountEstimated Purchase Price, Seller will the Shareholders shall pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid between such amounts, together with interest for thereon as provided below, to Parent. The payments required by this Subsection (d) shall be made in cash within ten (10) days after the period commencing on the Closing Date through earlier to occur of (i) the date of payment, calculated at Parent and the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds Shareholders agree as to the account specified by Purchase Price or (ii) the Party receiving payment.determination of the Purchase Price according to the provisions of

Determination of Purchase Price. (a) No later than 15 days prior to Promptly after the Closing Date, Seller will and in any event not later than sixty (60) days following the Closing Date, Purchaser shall cause the Company to prepare and deliver to Buyer Seller a good faith estimate statement of the Purchase Price, based on Seller’s good faith estimates aggregate Working Capital of the Adjustment Amount Company (the "Effective Date Working Capital"), as of the Effective Date, which shall quantify in reasonable detail the items constituting such estimated Purchase Price being Working Capital. The Effective Date Working Capital shall be prepared in accordance with GAAP and in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Balance Sheet. Upon delivery of such statements by Purchaser, Purchaser shall provide Seller and its representatives with reasonable access during business hours to the books and records of the Company in order to allow Seller and its representatives to verify the accuracy of determination by Purchaser of the Effective Date Working Capital. (i) In the event that Seller does not object to the determination by Purchaser of the Effective Date Working Capital by written notice of objection (the "Notice of Objection") delivered to Purchaser within fifteen (15) Business Days after Seller's receipt of the statements referred to in Section 2.3(a), such Notice of Objection to describe in reasonable detail Seller's proposed adjustments to the Effective Date Working Capital, the Effective Date Working Capital shall be deemed final and binding. (ii) If Seller delivers a Notice of Objection to Purchaser, then any dispute shall be resolved as follows: (A) Seller and Purchaser shall promptly endeavor to agree upon the determination of the Effective Date Working Capital. In the event that a written agreement determining the amount of the Effective Date Working Capital has not been reached within ten (10) Business Days after the date of receipt by Purchaser from Seller of the Notice of Objection, Purchaser's determination of the Effective Date Working Capital shall be submitted to a certified public accountant who has a minimum of ten (10) years of experience with, and is currently employed by, one of the top five (5) national accounting firms with which none of the parties have had a prior relationship (the "Arbitrator"). (B) Within thirty (30) days of the submission of any dispute concerning the determination of the Effective Date Working Capital to the Arbitrator, the Arbitrator shall render a decision in accordance with this Section 2.3(b) along with a statement of reasons therefor. The decision of the Arbitrator shall be final and binding upon each party hereto. (C) In the event Seller and Purchaser submit any unresolved disputes to the Arbitrator for resolution, Seller and Purchaser shall share responsibility for the fees and expenses of the Arbitrator as follows: (1) if the Arbitrator resolves all of the remaining objections in favor of Purchaser's position (the Effective Date Working Capital so determined is referred to herein as the “Closing Payment Amount”). (b) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c"Low Value"), then (i) the undisputed portion Seller shall be responsible for all of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); fees and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery expenses of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm.Arbitrator; (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i2) if the Purchase Price Arbitrator resolves all of the remaining objections in favor of Seller's position (the Effective Date Working Capital so determined is greater than referred to herein as the Closing Payment Amount"High Value"), Buyer will pay then Purchaser shall be responsible for all of the difference fees and expenses of the Arbitrator; and (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii3) if the Purchase Price Arbitrator neither resolves all of the remaining objections in favor of Purchaser's position nor resolves all of the remaining objections in favor of Seller's position (the Effective Date Working Capital so determined is less than referred to herein as the Closing Payment Amount"Actual Value"), Seller will pay shall be responsible for that fraction of the fees and expenses of the Arbitrator for the Effective Date Working Capital equal to (x) the difference between the High Value and the Actual Value over (adjusted to reflect any payment pursuant to Section 3.2(d)(i)y) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest the difference between the High Value and the Low Value, for the period commencing on Effective Date Working Capital, and Purchaser shall be responsible for the Closing Date through remainder of the date fees and expenses of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving paymentArbitrator.

Determination of Purchase Price. (a) No As promptly as practicable following the Closing Date (but not later than 15 45 days prior to after the Closing Date), Seller will prepare CIT Technologies shall (i) prepare, in accordance with the Agreed Accounting Principles, a balance sheet as of the Valuation Date, which balance sheet shall reflect the Purchased Assets and the Assumed Liabilities (the “Preliminary Valuation Date Balance Sheet”); (ii) determine the Purchase Price in accordance with the provisions of this Agreement (such Purchase Price as determined by CIT Technologies being called the “Preliminary Purchase Price”); (iii) deliver to US Buyer a good faith estimate computer file containing the information described in Schedule 3.3 as of the Purchase PriceValuation Date (the “Purchased Leases and Test Equipment File”), based on Seller’s good faith estimates which file shall reflect all of the Adjustment Amount Purchased Leases and Purchased Equipment; and (such estimated iv) deliver to US Buyer the Preliminary Valuation Date Balance Sheet and a certificate setting forth the Preliminary Purchase Price being referred to herein as (the “Closing Payment AmountPreliminary Accounting Report”). (b) Within 90 Promptly following receipt of the Preliminary Accounting Report, US Buyer shall review the same and, within 60 days after the Closing Datedate of such receipt, Seller will prepare and may deliver to CIT Technologies a certificate (signed by its President or any Vice President) setting forth its objections to the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price as set forth in the Preliminary Accounting Report together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. If US Buyer a statement (does not so object within such 60-day period, the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price set forth in the Preliminary Accounting Report shall be final and binding as the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, Valuation Date Balance Sheet” and (ii) the Purchase Price based on the Adjustment Amount. In additionPrice, Seller will provide Buyer with supporting calculations, in reasonable detailrespectively, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation purposes of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably requestthis Agreement. (c) The amounts determined If US Buyer so objects within such 60-day period, US Buyer and CIT Technologies shall use their reasonable efforts to resolve by Seller written agreement (the “Agreed Adjustments”) any differences as to the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price and, if US Buyer and CIT Technologies so resolve all such differences, the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price set forth in the Post-Closing Adjustment Statement will Preliminary Accounting Report as adjusted by the Agreed Adjustments shall be finalfinal and binding as the Valuation Date Balance Sheet and the Purchase Price, bindingrespectively, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed itemthis Agreement. (d) If any objections raised by US Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(care not resolved by Agreed Adjustments within the 30-day period next following such 60-day period, then US Buyer and CIT Technologies shall submit the objections that are then unresolved to KPMG LLP (the “Accounting Firm”), then and the Accounting Firm shall be directed by US Buyer and CIT Technologies to resolve the unresolved objections (ibased solely on the presentations by US Buyer and by CIT Technologies as to whether any disputed matter had been determined in a manner consistent with the Agreed Accounting Principles) the undisputed portion as promptly as reasonably practicable and to deliver written notice to each of US Buyer and CIT Technologies setting forth its resolution of the total proposed Adjustment Amount set forth in disputed matters. The Preliminary Valuation Date Balance Sheet and the Post-Closing Adjustment Statement (together with interest thereon for Preliminary Purchase Price, after giving effect to any Agreed Adjustments and to the period commencing on the Closing Date through the date resolution of payment calculated at the Prime Rate in effect on the Closing Date) will be paid disputed matters by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will shall be instructed to determine final and report to binding as the PartiesValuation Date Balance Sheet and the Purchase Price, within 30 days after such submissionrespectively, upon such remaining disputed items. The report for purposes of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firmthis Agreement. (e) Within five days following Each Buyer and each Seller shall make available to US Buyer, CIT Technologies and, if applicable, the final determination Accounting Firm, such books, records and other information (including work papers) as any of the Purchase Price pursuant foregoing may reasonably request to Sections 3.2(c) prepare or review the Preliminary Accounting Report or any matters submitted to the Accounting Firm. The fees and 3.2(d)expenses of the Accounting Firm hereunder, (i) if the Purchase Price is greater than the Closing Payment Amountany, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will shall be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash 50% by wire transfer of immediately available funds to the account specified US Buyer and 50% by the Party receiving paymentCIT Technologies.

Determination of Purchase Price. (ai) No Not later than 15 one hundred eighty (180) days prior to following the Closing Date, Purchaser, at its expense, shall furnish to the Seller will prepare (i) an audited balance sheet reflecting the consolidated Net Working Capital of the Company and deliver the Subsidiaries as of the Closing Date prepared by Purchaser and reported upon by Ernst & Young LLP ("Purchaser's Accountants") (the "Audited Net Working Capital"), and (ii) a Schedule (the "Schedule") prepared by Purchaser and reviewed by Purchaser's Accountants setting forth Purchaser's determination of the purchase price based upon the Audited Net Working Capital (the "Purchase Price"). The Seller shall have the right to Buyer a good faith estimate have its accountants review all work papers of Purchaser and Purchaser's Accountants contemporaneously with the preparation and audit of such Audited Net Working Capital. (ii) As to the foregoing in this Section 1.5(a), if, at the date of preparation and delivery of the audited balance sheet and the Schedule, YSI Texas has been acquired, directly or indirectly, by the Purchaser, at the Closing, as originally contemplated by the parties, or pursuant to exercise of the Put Option to which reference is made in Section 4.26(c)(ii)(D) hereof, the audited balance sheet and the determination of the Purchase PricePrice based upon the Audited Net Working Capital shall include YSI Texas. If, based on Seller’s good faith estimates at such date, YSI Texas has not been so acquired, the audited balance sheet and determination of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”)shall exclude YSI Texas. (b) Within 90 The Seller shall have fifteen (15) business days after following receipt of the Closing Date, Seller will prepare Audited Net Working Capital and deliver the Schedule to Buyer a statement (agree or disagree with the “Post-Closing Adjustment Statement”) that reflects Seller’s determination calculation of (i) the Adjustment Amount, and (ii) the Purchase Price based on set forth in the Adjustment AmountSchedule. In additionIf Purchaser and the Seller agree as to the Purchase Price within such period, payment of any difference between the Estimated Purchase Price and the Purchase Price shall be made in cash as provided in Section 1.5(d) hereof. If Seller will provide Buyer disagrees with supporting calculationsthe calculation of the Purchase Price set forth in the Schedule, the Seller shall deliver written notice of its objection(s) to the Purchaser within such fifteen (15) business day period, which notice shall describe, in reasonable detail, the reasons for the Seller's objections thereto. If the Seller fails to deliver a written notice of objection to the Purchaser within such determinations at fifteen (15) business day period, the time it delivers Seller shall be deemed to have accepted the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request.Audited Net Working Capital and (c) The amounts determined by Seller as set forth in All costs associated with the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller resolution of any dispute with matters set forth in by the Post-Closing Adjustment Statement. Any such notice Independent Accountants shall be borne equally by the Seller and Purchaser, except that the Seller and Purchaser shall each be responsible for the fees of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreementtheir own attorneys and accountants, and Buyer’s position other expenses incurred in connection with respect to such disputed itemthe resolution of the dispute. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c)the Final Net Working Capital is greater than the Estimated Net Working Capital, then (i) Purchaser shall pay the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (difference between such amounts, together with interest thereon for as provided below, to the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the PartiesSeller. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price Final Net Working Capital is less than the Closing Payment AmountEstimated Net Working Capital, the Seller will shall pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid between such amounts, together with interest for the period commencing on the Closing Date through the date of paymentthereon as provided below, calculated at the Prime Rate in effect on the Closing Date, to Purchaser. The payments required by this Subsection (d) shall be made in cash or by wire transfer of immediately available funds within ten (10) days after the earlier to occur of (i) the date Purchaser and the Seller agree as to the account specified Purchase Price or (ii) the determination of the Purchase Price according to the provisions of Subsection (b) above. The payment shall bear interest from the Closing Date until the date of payment at the rate of ten percent (10%) per annum. The fees and expenses of the Seller's accountants shall be borne by the Party receiving paymentSeller, and all fees and expenses of Purchaser's Accountants shall be borne by Purchaser.

Determination of Purchase Price. (a) No later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Estimated Closing Payment Amount”), together with supporting assumptions and calculations, in reasonable detail, for such estimates of the Purchase Price and the Adjustment Amount. Within five Business Days following receipt by Buyer of the Estimated Closing Payment Amount, Buyer may object in good faith and in writing to Seller’s estimate of the Adjustment Amount included in the Estimated Closing Payment Amount. If Buyer objects to Seller’s estimate of the Adjustment Amount, the Parties shall attempt to reconcile their differences in good faith by negotiation. If the Parties are unable to do so within five Business Days following receipt by Seller of Buyer’s written objection (or if Buyer does not object to Seller’s estimate of the Adjustment Amount), the Base Price shall be adjusted for purposes of the Closing by the amount of the estimated Adjustment Amount not in dispute (as adjusted, the “Closing Payment Amount”). The disputed portion of Seller’s estimate of the Adjustment Amount shall be paid when and as required under Section 3.2(e). (b) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting assumptions and calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 30 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount MINNESOTA GAS set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No later than 15 days prior to Promptly after the Closing Date, Seller will and in any event not later than forty-five (45) calendar days following the Closing Date, Purchaser shall prepare and deliver to Buyer the Company a good faith estimate statement, prepared on the same basis as the line item cash and cash equivalents within financial statements prepared in accordance with GAAP, of the Purchase PriceClosing Date Net Cash Amount, based on Seller’s good faith estimates which shall describe in reasonable detail the calculation thereof and shall specify the amount by which (i) the Closing Date Net Cash Amount exceeds the Estimated Net Cash Amount (the "Cash Excess Amount") or, as the case may be, (ii) the Estimated Net Cash Amount exceeds the Closing Date Net Cash Amount (the "Cash Deficiency Amount"). Upon delivery of such statement by Purchaser to the Company, Purchaser shall provide the Company and its representatives with reasonable access during business hours to the books and records of the Adjustment Amount (such estimated Purchase Price being referred Operating Subsidiaries and their respective Subsidiaries in order to herein as allow the “Company and its representatives to verify the accuracy of the determination by Purchaser of the Closing Payment Date Net Cash Amount”). (b) Within 90 (i) In the event that the Company does not object to the determination by Purchaser of the Closing Date Net Cash Amount by written notice of objection (the "Notice of Objection") delivered to Purchaser within ten (10) Business Days after the Company's receipt of the statement referred to in Section 2.4(a), such Notice of Objection to describe in reasonable detail the Company's objections to the Closing Date Net Cash Amount, the Closing Date Net Cash Amount shall be deemed final and binding. (ii) If the Company delivers a Notice of Objection to Purchaser, then any dispute shall be resolved as follows: (x) the Company and Purchaser shall promptly endeavor to agree upon the determination of the Closing Date Net Cash Amount. In the event that a written agreement determining the amount of the Closing Date Net Cash Amount has not been reached within five (5) Business Days after the date of receipt by Purchaser from the Company of the Notice of Objection, Purchaser's determination of the Closing Date Net Cash Amount, together with a description of any unresolved dispute, shall be submitted to the Miami, Florida office of BDO Seidman, LLP (the "Arbitrator"); (y) thx Xxxxxny and Purchaser shall use commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.4(b), along with a statement of reasons therefor, within thirty (30) calendar days after the Closing Date, Seller will prepare and deliver to Buyer a statement (submission of any dispute concerning the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, and (ii) Closing Date Net Cash Amount to the Purchase Price based on the Adjustment AmountArbitrator. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation The decision of the Post-Closing Adjustment Statement Arbitrator shall be final and related informationbinding upon each party hereto and deemed to be an arbitral award which may be entered in any court having competent jurisdiction; and (z) in the event the Company and Purchaser submit any unresolved disputes to the Arbitrator for resolution pursuant to this Section 2.4(b)(ii), the Company and will provide Seller with access to its books, records, information, Purchaser shall each pay fifty percent (50%) of the fees and employees as Seller may reasonably requestexpenses of the Arbitrator. (c) The amounts determined by Seller as set forth in If the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Estimated Net Cash Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on exceeds the Closing Date through Net Cash Amount, then the date of payment calculated at Company shall be obligated to pay to Purchaser the Prime Rate in effect on Cash Deficiency Amount within three (3) Business Days after the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash Net Cash Amount by wire transfer of immediately available funds to an account designated in writing by Purchaser. If the Closing Date Net Cash Amount exceeds the Estimated Net Cash Amount, then Purchaser shall be obligated to pay to the Company the Cash Excess Amount within three (3) Business Days after the determination of the Closing Date Net Cash Amount by wire transfer of immediately available funds to an account specified designated in writing by the Party receiving paymentCompany.

Determination of Purchase Price. (a) No later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount Within forty-five (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b45) Within 90 days after the Closing Date, Seller the Sellers will prepare and deliver to Buyer the Purchaser the Closing Balance Sheet and a statement certificate executed by the Sellers' accounting firm, stating that the Closing Balance Sheet was prepared as provided in Section 1.02(a) and setting forth the computation of the Closing Net Book Value and Closing Liabilities Amount. (b) If the Purchaser delivers written notice (the “Post-"Disputed Items Notice") to the Sellers within ninety (90) days after receipt by the Purchaser of the Closing Adjustment Statement”Balance Sheet and certificate referred to in Section 1.06(a) above, stating that reflects Seller’s determination the Purchaser objects to any items on the Closing Balance Sheet, specifying the basis for such objection and setting forth the Purchaser's computation of (i) the Adjustment Closing Net Book Value and Closing Liabilities Amount, the Purchaser and (ii) the Purchase Price based on Sellers will attempt to resolve and finally determine the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Net Book Value and Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees Liabilities Amount as Seller may reasonably requestpromptly as practicable. (c) The amounts determined by Seller as set forth in If the PostPurchaser and the Sellers are unable to agree upon the Closing Net Book Value and Closing Liabilities Amount within thirty (30) days after delivery of the Disputed Items Gemini Stock Purchase Agreement Final Version - June 3, 1998 - 8 p.m. ds1/408849-Closing Adjustment Statement 8 Notice, the matter will be finalresolved by a mutually acceptable internationally recognized independent accounting firm which the parties hereby agree to be Price Waterhouse. The fees, binding, costs and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis expenses of such disagreementaccounting firm 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 be the prevailing party, then such fees, costs and Buyer’s position with respect to such disputed itemexpenses will be shared fifty-fifty between the Purchaser and the Sellers. (d) If Buyer delivers an Adjustment Dispute the Purchaser does not deliver the Disputed Items Notice in compliance with Section 3.2(c), then to the Sellers within ninety (i90) days after receipt by the undisputed portion Purchaser of the total proposed Adjustment Amount set forth certificate and Closing Balance Sheet referred to in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on Section 1.06(a) above, the Closing Date through Balance Sheet included with the date of payment calculated at the Prime Rate certificate referred to in effect on the Closing Date) such section will be paid by the appropriate Party, conclusively presumed to be true and correct in accordance with the payment procedures set forth in Section 3.2(e); all respects and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on binding upon the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firmparties. (e) Within At such time as the Closing Net Book Value, Closing Liabilities Amount and Purchase Price are so determined, within five (5) days following of such determination, the final determination Sellers shall pay to the Purchaser the amount, if any, in cash equal to the excess of the estimated Purchase Price paid at Closing over the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid as finally determined under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment1.06.

Determination of Purchase Price. The Purchase Price shall be determined following the Closing Date as follows: (a) No later than 15 days prior to As soon as practicable after the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount but in no event more than thirty (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b30) Within 90 days after the Closing Date, Seller will prepare and Wxxxx Fargo shall deliver to Buyer Purchaser a statement balance sheet of the Island Finance Business as of the Closing Date (the “Post-Closing Adjustment StatementBalance Sheet”) that reflects Seller’s determination ). The Closing Balance Sheet shall present fairly in all material respects the financial position of (i) the Adjustment Amount, and (ii) Island Finance Business in conformity with GAAP applied on a basis consistent with the Purchase Price based on December Balance Sheet. During the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement Balance Sheet and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate final determination of the Purchase Price pursuant to Section 2.3(b) or (c), Purchaser shall cooperate fully with Wxxxx Fargo in effect the preparation of the Closing Balance Sheet. (b) Purchaser may dispute any item reflected on the Closing DateBalance Sheet that impacts the calculation of the Purchase Price by notifying Wxxxx Fargo in writing within thirty (30) will days after the date on which Purchaser has received the Closing Balance Sheet. If Purchaser does not so notify Wxxxx Fargo within such period, the Closing Balance Sheet shall be paid by final, binding and conclusive on the appropriate Partyparties for purposes of calculating the Purchase Price. If Purchaser does so notify Wxxxx Fargo, in accordance with the payment procedures set forth in Section 3.2(e); Purchaser and (ii) Buyer and Seller will Wxxxx Fargo shall attempt to reconcile their differences differences, and any written resolution by them as to any disputed amounts will shall be final, binding, binding and conclusive for all purposes on the Parties. parties. (c) If Buyer Purchaser and Seller Wxxxx Fargo are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Noticeitems specified in the notice referred to in Section 2.3(b) within thirty (30) days after the date of receipt by Wxxxx Fargo of such notice, Buyer and Seller will then either Purchaser or Wxxxx Fargo may submit any the items remaining in dispute for determination and resolution to a nationally recognized accounting firm mutually acceptable to Purchaser and Wxxxx Fargo (the “Independent Accountants”), which shall, within thirty (30) days after such submission or such longer period as the Independent Accounting FirmAccountants may require, which will be instructed to determine and report to the Parties, within 30 days after such submission, Wxxxx Fargo and Purchaser upon such remaining disputed items. The report of the Independent Accounting Firm will , and such determination shall be final, binding, binding and conclusive on the Parties for all purposesparties hereto; provided, however, that if the aggregate amount in dispute is less than the Independent Accountants’ estimate of the amount of their fees and disbursements in connection with the resolution of such dispute, then such dispute shall not be submitted to the Independent Accountants and the Purchase Price shall be conclusively deemed to equal the quotient of (x) the sum of (i) the Purchase Price proposed by Wxxxx Fargo and (ii) the Purchase Price proposed by Purchaser, divided by (y) two (2). The fees and disbursements of the Independent Accounting Firm will Accountants shall be allocated between Buyer borne by each of Purchaser and Seller so Wxxxx Fargo, respectively, in accordance with the proportions derived from the following formula: By way of illustration, if Wxxxx Fargo submits to the Independent Accountants that Buyer’s share the Purchase Price should equal US$700 million, Purchaser submits that the Purchase Price should equal US$680 million, and the Independent Accountants determine that the Purchase Price equals US$693 million, then Wxxxx Fargo would bear 35% and Purchaser would bear 65% of such the fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting FirmAccountants. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates estimate of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for its estimate of the Closing Payment Amount at the time it delivers such estimate. Such supporting calculations shall include a Statement of Regular Use Inventory by Category (Class) for the Business as of the last day of the month preceding the month in which the Closing occurs. (b) Within 90 days after the Closing Date, Seller Buyer will prepare and deliver to Buyer Seller a statement (the “Post-Closing Adjustment Statement”) that reflects SellerBuyer’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment AmountPrice. In addition, Seller Buyer will provide Buyer Seller with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer Seller agrees to cooperate with Seller Buyer in connection with SellerBuyer’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller Buyer with access to its books, records, information, and employees as Seller Buyer may reasonably request. (c) The amounts determined by Seller Buyer as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 30 days after Seller Buyer has delivered the Post-Closing Adjustment Statement Seller notifies Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer Seller (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and BuyerSeller’s position with respect to such disputed item. (d) If Buyer Seller delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in difference between the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on Purchase Price and the Closing Date through Payment Amount will within five days following the date of payment calculated at the Prime Rate in effect on the Closing Date) will delivery be paid by the appropriate Party, Party in accordance with the payment procedures set forth in last sentence of Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that BuyerSeller’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer Seller (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer (or the Acquired Entities if Buyer so elects, which shall not eliminate the obligation of Buyer if the Acquired Entities fail to pay) will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) 3.2 will be paid in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment, with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No As promptly as practicable following the Effective Date (but not later than 15 60 days prior after the Effective Date), Parent shall cause the Company to: (i) prepare, in accordance with the Agreed Accounting Principles, a balance sheet of the Company as of the Valuation Date (the "PRELIMINARY VALUATION DATE BALANCE SHEET"), (ii) determine the Purchase Price in accordance with the provisions of this Agreement (such Purchase Price as determined by the Company being called the "PRELIMINARY PURCHASE PRICE") and (iii) deliver to the Closing Date, Seller will prepare Shareholder Representative the Preliminary Valuation Date Balance Sheet and deliver to Buyer a good faith estimate of certificate setting forth the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount (such estimated Preliminary Purchase Price being referred to herein as (the “Closing Payment Amount”"PRELIMINARY ACCOUNTING REPORT"). (b) Within 90 Promptly following receipt of the Preliminary Accounting Report, the Shareholder Representative shall review the same and, within 30 days after the Closing Datedate of such receipt, Seller will prepare and may deliver to Buyer Parent a statement (certificate signed by it setting forth its objections to the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) Preliminary Valuation Date Balance Sheet and the Adjustment Amount, and (ii) the Preliminary Purchase Price based on as set forth in the Adjustment AmountPreliminary Accounting Report, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. In additionthe event the Shareholder Representative does not so object within such 30-day period, Seller will provide Buyer with supporting calculations, the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price set forth in reasonable detailthe Preliminary Accounting Report shall be final and binding as the "VALUATION DATE BALANCE SHEET" and the "PURCHASE PRICE," respectively, for such determinations at purposes of this Agreement, but shall not limit the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation representations, warranties, covenants and agreements of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably requestparties set forth elsewhere in this Agreement. (c) The amounts determined In the event the Shareholder Representative so objects within such 30-day period, Parent and the Shareholder Representative shall use their reasonable best efforts to resolve by Seller written agreement (the "AGREED ADJUSTMENTS") any differences as to the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price and, in the event Parent and the Shareholder Representative so resolve any such differences, the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price set forth in the PostPreliminary Accounting Report as adjusted by the Agreed Adjustments shall be final and binding as the "VALUATION DATE BALANCE SHEET" and the "PURCHASE PRICE," respectively, for purposes of this Agreement, but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement. In the event any objections raised by the Shareholder Representative are not resolved by Agreed Adjustments within the 30-Closing Adjustment Statement day period next following such 30-day period, then Parent and the Shareholder Representative shall jointly select a national accounting firm acceptable to both Parent and the Shareholder Representative (or if they cannot agree on such selection, a national accounting firm will be finalselected by lot after eliminating the independent public accountants for Parent and the Company) and the firm so selected (the "ACCOUNTING FIRM") shall be directed by Parent and the Shareholder Representative to conduct a special audit of the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price as promptly as reasonably practicable and, bindingupon completion of such audit, to deliver written notice to each of Parent and the Shareholder Representative setting forth: (i) a summary of all adjustments (including all adjustments for immaterial misstatements which became known to the Accounting Firm during the course of such audit) to the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price necessary to permit the Accounting Firm to deliver the hereinafter described audit report; and (ii) an audit report stating (without qualification) that in its opinion (x) the Preliminary Valuation Date Balance Sheet (after giving effect to such adjustments) as audited by such firm has been prepared in accordance with the Agreed Accounting Principles, (y) the Preliminary Purchase Price (after giving effect to such adjustments) has been determined in accordance with the provisions of this Agreement, and conclusive for (z) all purposes unless, and only adjustments (which became known to the extentAccounting Firm during the course of the above-described audit) for items or matters, that within 60 days regardless of the amount thereof, were taken into account in the adjustments referred to in clause (i) (such written notice and related summary and certificate being herein called the "ADDITIONAL ACCOUNTING REPORT"). The Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price, as so determined but after Seller has delivered giving effect to the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters adjustments set forth in the Post-Closing Adjustment Statement. Any such notice Additional Accounting Report shall be final and binding as the "VALUATION DATE BALANCE SHEET" and the "PURCHASE PRICE," respectively, for purposes of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item this Agreement, but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed itemthis Agreement. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c)The parties hereto shall make available to Parent, then the Shareholder Representative and, if applicable, the Accounting Firm, such books, records and other information (iincluding work papers) as they may reasonably request to audit or review the undisputed portion Preliminary Accounting Report hereunder. One half of the total proposed Adjustment Amount set forth in fees and expenses of the Post-Closing Adjustment Statement (together with interest thereon for Accounting Firm related to any special audit of the period commencing on Preliminary Valuation Date Balance Sheet and the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will Preliminary Purchase Price hereunder shall be paid by the appropriate Partyformer shareholders of the Company (in the form of a payment pursuant to the Escrow Agreement) and the other half shall be paid by Parent. In connection with any such special audit or determination or review of the Preliminary Valuation Date Balance Sheet or the Preliminary Purchase Price hereunder, in accordance Parent, the Shareholder Representative and, if applicable, the Accounting Firm shall exchange work papers and other information related to such audit or the determination of the Valuation Date Balance Sheet and the Closing Consideration hereunder with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their a view towards resolving any potential differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firmthereto. (e) Within five days following Promptly after the final determination of the Purchase Price pursuant to Sections 3.2(c) this SECTION 3.2 that is final and 3.2(d)binding, (i) if the Purchase Price is greater than the Closing Payment AmountParent shall be entitled to receive a payment, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) the terms and subject to Seller; or (ii) if the Purchase Price is less than conditions of the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing DateEscrow Agreement, in cash an amount, if any, by wire transfer of immediately available funds to which the account specified by Target Net Worth exceeds the Party receiving paymentValuation Date Net Worth (the "NET WORTH ADJUSTMENT AMOUNT").

Determination of Purchase Price. (a) No later than 15 days At least five (5) Business Days prior to the expected Closing Date, Seller shall prepare and deliver to Buyer an estimated closing statement (the “Estimated Closing Statement”) that shall set forth in reasonable detail Seller’s best estimate of the Estimated Closing NBV together with the Closing Credit. (b) Within sixty (60) days following the Closing Date, Seller will shall prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a final closing statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of shall set forth in reasonable detail (i) Seller’s final calculation of the Adjustment Amount, Net Book Value of the Purchased Assets as of the Closing Date (the “Final Closing NBV”) and of the Closing Credit and (ii) Seller’s calculation of the Purchase Price based on difference in amount, if any, between the Adjustment Amount. In additionEstimated Closing NBV and the Final Closing NBV (including any difference in amount, Seller will provide Buyer if any, between the Closing Credit as calculated in connection with supporting calculations, the Estimated Closing NBV and as calculated in reasonable detail, for such determinations at connection with the time it delivers Final Closing NBV) (the “Proposed Post-Closing Adjustment StatementAdjustment”). Buyer agrees to cooperate with Seller in connection with Seller’s preparation Within thirty (30) days following the delivery of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth to Buyer, Buyer may object to the calculation of the Proposed Post-Closing Adjustment in writing. Seller shall cooperate with Buyer to provide Buyer and Buyer’s Representatives with information reasonably requested by Buyer used by Seller in connection with preparing the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only Statement. If Buyer objects to the extentProposed Post-Closing Adjustment, that the Parties shall attempt to resolve such dispute by good faith negotiation. If the Parties are unable to resolve such dispute within 60 thirty (30) days after Seller has delivered of any objection by Buyer, the Parties shall appoint an Independent Accounting Firm, which shall be instructed to review the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by determine the appropriate Party, in accordance with adjustment to the payment procedures set forth in Section 3.2(e); and Base Purchase Price within thirty (ii30) days thereafter. Each of Buyer and Seller will attempt to reconcile their differences shall pay 50% of the fees and any resolution by them as to any disputed amounts will disbursements of such Independent Accounting Firm. The finding of such Independent Accounting Firm shall be final, binding, and conclusive for all purposes binding on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery Upon determination of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for appropriate adjustment (the “Post-Closing Adjustment”) by agreement of the Parties or by binding determination and resolution to of the Independent Accounting Firm, which will be instructed to determine and report the Party owing the difference shall deliver such difference to the Parties, within 30 days other Party no later than two (2) Business Days after such submissiondetermination, upon such remaining disputed items. The report by wire transfer of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be immediately available funds denominated in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (U.S. dollars or in any other manner as finally determined reasonably requested by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyerpayee. Any amount paid under this Section 3.2(e3.3(b) will to Buyer or Seller shall be paid with interest for the period commencing on from, and including, the Closing Date through to, but excluding, the date of payment, calculated at the Prime Rate 90-day U.S. treasury xxxx rate as published in effect The Wall Street Journal in the “Money Rates” section on the Closing Date. The Base Purchase Price, in cash by wire transfer of immediately available funds as finally adjusted pursuant to this Section 3.3 shall be the account specified by deemed the Party receiving payment“Purchase Price.”

Determination of Purchase Price. (a) No later than 15 days prior Attached hereto as Exhibit 1.3(a) is an unaudited Balance Sheet of the Company as of April 30, 1997 (the "Preliminary Balance Sheet"). A preliminary Purchase Price shall be calculated which shall be equal to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of Net Capital Employed as set forth on the Preliminary Balance Sheet less 350,000 pounds (the "Preliminary Purchase Price"), and the number of shares of DSI Stock issued by the Buyer to the Seller at the Closing shall be based on Seller’s good faith estimates of the Adjustment Amount (such estimated Preliminary Purchase Price being referred to herein as the “Closing Payment Amount”)Price. (b) Within 90 As soon as practicable after the Closing Date as defined in Section 1.4 hereof, but in no event later than forty-five (45) calendar days after the Closing Date, the Seller will shall prepare and deliver an audited Balance Sheet of the Company as at the Closing Date, after taking into account any cash distributed or otherwise paid to Buyer a statement the Seller or its Affiliates immediately prior to the Closing (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount"Final Balance Sheet"), and (ii) shall deliver it to the Buyer with an audit report thereon. The Final Purchase Price shall be computed based on the Adjustment AmountFinal Balance Sheet. In additionThe Final Balance Sheet shall be prepared in accordance with all relevant financial reporting standards and/or Statements of Standard Accounting Practice or, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Partywhere there are none, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, bindingUK generally accepted accounting principles, and conclusive shall be prepared on a consistent basis and in accordance with the same accounting policies as have been used for all purposes on the Partiescorresponding accounts for the last three (3) years. If Buyer and Seller are unable In connection with the preparation of the Final Balance Sheet, no adjustments to reach a resolution write-off any inventory or other assets during or with respect to all disputed items within 45 days of delivery any prior accounting period may be reversed. The Final Balance Sheet shall be audited by Deloitte & Touche LLP (the "Auditor"), and the audit report delivered by the Auditor shall be addressed to the Seller and the Buyer. The expense of the Adjustment Dispute NoticeAuditor in preparing or auditing the Final Balance Sheet shall be borne by the Seller; provided, however, the Buyer shall reimburse the Seller for one-half of such costs up to a maximum reimbursement by the Buyer of 7,000 pounds. If requested by the Buyer, the Seller and Seller will submit any items remaining in dispute for determination and resolution the Auditor shall afford the Buyer's accountants access to the Independent Accounting Firm, which will be instructed to determine information and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report accounting procedure involved in preparation of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting FirmFinal Balance Sheet. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (aA) No later than 15 days prior to As promptly as practicable following the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b) Within but in any event within 90 days after the Closing Date, Buyer shall submit to Seller will prepare and deliver to Buyer a statement proposed balance sheet prepared by the Company as of the close of business on March 31, 1997 (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of "Effective Date"), for the Company and the Subsidiaries, excluding all items relating to EC5 or Cogen Venture (including (i) all cash received by EC5 or from Cogen Venture in the Adjustment Amountthree months ending March 31, 1997, which is payable to Dominion pursuant to Section 2 of the Amendment to Reorganization Agreement dated as of June 30, 1991, and (ii) any associated account payable to Dominion or its Affiliates related to cash receipts by EC5 or from Cogen Venture which is then outstanding (the Purchase Price based "Excluded Assets and Liabilities")) (the "Proposed Effective Date Balance Sheet"), prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") and otherwise on a basis consistent with the Adjustment Amount. In additionDecember 31 Balance Sheet (defined in Section 4.1.9(B)), Seller will provide Buyer together with appropriate supporting calculationscalculations and documentation setting forth, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide balance sheet. If Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in disputes the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion correctness of the total proposed Adjustment Amount set forth Proposed Effective Date Balance Sheet, Seller shall notify Buyer of its objections in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, writing within 30 days after such submission, upon such remaining disputed items. The report receipt of the Independent Accounting Firm will Proposed Effective Date Balance Sheet, which notice shall set forth in reasonable detail the reasons for Seller's objections. If Seller fails to deliver such notice within such 30-day period, Seller shall be finaldeemed to have accepted the Proposed Effective Date Balance Sheet (including Buyer's calculations therein). Buyer and Seller shall endeavor in good faith to resolve any disputed items within 30 days after Buyer's receipt of Seller's notice of objections. If they are unable to do so, binding, each party shall have the right to refer the dispute to Deloitte & Touche (the "Auditor") for resolution and determination of the Proposed Effective Date Balance Sheet to reflect what is required by this Section 2.3. Such determination by the Auditor shall be conclusive and binding on the Parties for all purposesparties. The fees and disbursements of the Independent Accounting Firm will Auditor incurred in resolving any such dispute shall be allocated between shared equally by Seller and Buyer, unless the Auditor determines that, as a whole, the positions taken by Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted Proposed Effective Date Balance Sheet or by Seller in its objections to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (Proposed Effective Date Balance Sheet were without merit, in which case the party making the unmeritorious assertion shall pay the Auditor's entire fee. The balance sheet as of the Effective Date as finally determined pursuant to this Section 2.3 (whether by failure of Seller to deliver notice of objection, by agreement of the parties or by determination by the Independent Accounting FirmAuditor) bears is referred to herein as the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm"Effective Date Balance Sheet". (eB) Within five days following The Purchase Price shall be calculated as follows. To the final determination extent that Working Capital (defined below) on the Effective Date Balance Sheet exceeds Working Capital on the December 31 Balance Sheet (the December 31 Balance Sheet not being adjusted for the items described on Schedule 4.1.9(C)), or to the extent that the Company or the Subsidiaries have made unscheduled principal payments (i.e., payments other than those required to be made under the applicable amortization schedule) of Long Term Debt since December 31, 1996, the Purchase Price pursuant shall be increased above the Base Purchase Price to Sections 3.2(cthe extent of Seller's Interest (defined below) and 3.2(din the differences thereof. To the extent that Working Capital on the Effective Date Balance Sheet is less than Working Capital on the December 31 Balance Sheet (the December 31 Balance Sheet not being adjusted for the items described on Schedule 4.1.9(C)), (i) if the Purchase Price shall be reduced below the Base Purchase Price to the extent of Seller's Interest in the differences thereof. If the Purchase Price is greater than the Closing Payment AmountBase Purchase Price, Buyer will shall pay Seller the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if thereof. If the Purchase Price is less than the Closing Payment AmountBase Purchase Price, Seller will shall pay Buyer the difference (adjusted to reflect any payment thereof. All amounts owed for Purchase Price adjustments pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will 2.3 shall be paid with netted as appropriate so that only one payment shall be made, all such amounts shall bear interest for at the period commencing on Prime Rate from and including the Closing Date through and excluding the date of payment, calculated at and all adjustments shall be made without duplication. Any payment shall be made not later than two Business Days after final determination of the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds Effective Date Balance Sheet pursuant to the account specified by the Party receiving payment.this

Determination of Purchase Price. (a) No later than 15 At least five (5) days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates estimate of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for its estimate of the Closing Payment Amount at the time it delivers the estimate. Buyer will pay to Seller the Closing Payment Amount at Closing by wire transfer to an account designated by Seller. (b) Within 90 45 days after the Closing Date, Seller Buyer will prepare and deliver to Buyer Seller a statement (the “Post-Closing Adjustment Statement”) that reflects SellerBuyer’s determination of (i) the Adjustment Amount, Amount and (ii) any amounts due to or from the Purchase Price based on the Adjustment AmountSeller pursuant to Section 7.14. In addition, Seller Buyer will provide Buyer Seller with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees The Parties agree to cooperate with Seller each other in connection with SellerBuyer’s preparation of the Post-Closing Adjustment Statement and related informationStatement, and will provide Seller each other with access to its their respective books, records, information, and employees as Seller may be reasonably requestnecessary therefor. (c) The amounts determined by Seller Buyer as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 30 days after Seller Buyer has delivered the Post-Closing Adjustment Statement Seller notifies Buyer notifies Seller in writing of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, stating the basis of such disagreement, and BuyerSeller’s position with respect to such each disputed item. (d) If Buyer Seller delivers an Adjustment Dispute Notice a notice of dispute in compliance with Section 3.2(c), then (i) the undisputed portion amount of the total proposed Adjustment Amount set forth in difference between the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on Purchase Price and the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing DatePayment Amount will within five (5) will days following such delivery be paid by the appropriate Party, in accordance with the payment procedures set forth in last sentence of Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences differences, and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 fifteen (15) days of delivery of the Adjustment Dispute NoticeSeller’s notice of dispute, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that BuyerSeller’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer Seller (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five (5) days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.to

Determination of Purchase Price. (a) No As soon as practicable after the Closing, but in no event later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b) Within 90 60 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of Company shall (i) review the books and records of the Company, (ii) calculate the Net Book Value as of the Effective Time, (iii) prepare a statement setting forth a detailed calculation of the Net Book Value, the Net Book Value Adjustment Amountand the Agreed Purchase Price ("Purchase Price Statement"), and (iiiv) deliver the Purchase Price based on Statement to the Adjustment AmountBuyer. In addition, Seller will provide The Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation then shall have 60 days following receipt of the Post-Closing Adjustment Purchase Price Statement and related information, and will provide Seller with access to give the Company written notice of its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth objection to any item or calculation contained in the Post-Closing Adjustment Purchase Price Statement will ("Purchase Price Statement Objection Notice"). If the Buyer does not deliver to the Company a Purchase Price Statement Objection Notice within such 60 day period, such Purchase Price Statement shall be final, binding, deemed final and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagreesthe determination of the Net Book Value, the basis of Net Book Value Adjustment and the Agreed Purchase Price and shall be binding on the parties for such disagreementpurpose. If, however, the Buyer delivers to the Company a Purchase Price Statement Objection Notice, the parties shall meet and shall attempt in good faith to resolve such objections. If the parties are unable to resolve the Buyer's objections within 30 days following such objections, the parties promptly shall refer such objections and the Company's responses thereto to the Independent Accountant for review, and Buyer’s position the Independent Accountant shall (x) resolve all such objections, (y) make any necessary revisions to the Purchase Price Statement, and (z) deliver the Purchase Price Statement (as so revised, if applicable) to the Buyer and the Company within 15 days after receiving written instructions to resolve all objections set forth therein. The parties shall make available to the Independent Accountant such books, records and supporting documentation as the Independent Accountant deems reasonably necessary to make its determination. The Independent Accountant may evaluate only items or matters identified in the Purchase Price Statement Objection Notice, and the Independent Accountant's findings with respect thereto shall not exceed the amount claimed by either party. The Purchase Price Statement as finalized by the Independent Accountant shall be deemed final and conclusive with respect to such disputed item. (d) If Buyer delivers an the Net Book Value, the Net Book Value Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) and the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing Agreed Purchase Price and shall be binding on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive the Company for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements expenses of the Independent Accounting Firm will Accountant in resolving all such objections shall be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined borne one-half by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d)Buyer, (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through one hand, and one-half by the date of paymentCompany, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving paymentother hand.

Determination of Purchase Price. (a) No later than 15 days five Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on calculated in good faith in accordance with this Agreement and Appendix A and in the same form and format as Appendix B, together with reasonable supporting documentation and worksheets. Within two Business Days following receipt by Buyer of such estimate, Buyer may in good faith object in writing to Seller’s estimate, in which case the Parties shall endeavor to reconcile their differences in good faith estimates by negotiation prior to the Closing Date; provided that, in the event the Parties are unable to reconcile their differences, Seller’s estimate of the Adjustment Amount (such estimated Purchase Price being referred shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to herein as which the Parties agree) (the “Closing Payment Amount”)) shall be paid to Seller at the Closing. (b) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a statement revised calculation of the Purchase Price, calculated in good faith in accordance with this Agreement and Appendix A and in the same form and format as Appendix B, together with worksheets and supporting documentation (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement). Buyer agrees to cooperate shall have a reasonable right of consultation with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. Buyer shall cause the personnel of Buyer and its Subsidiaries (including the Business) to cooperate with Seller and its Representatives in connection with their preparation of the Post-Closing Adjustment Statement. In the event Buyer raises any objections or disagreements with any methodology used or determination made by Seller during the preparation of the Post-Closing Adjustment Statement, the Parties shall endeavor to reconcile their differences in good faith by negotiation prior to delivery of the Post-Closing Adjustment Statement by Seller to Buyer. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 30 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set forth out in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item, accompanied by reasonably detailed documentation showing Buyer’s calculation of the disputed amounts; provided that the disagreement may be based for purposes of this Section 3.2 only on mathematical errors or amounts reflected in the Post-Closing Adjustment Statement not being calculated in accordance with this Agreement and Appendix A and the accounting principles specified therein. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 30 days of delivery of the Adjustment Dispute Notice, Seller and Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which . The Independent Accounting Firm will be instructed to to, and shall, determine and resolve any such remaining disputed items in accordance with this Agreement and the accounting principles described in Appendix A, as appropriate depending on the item at issue, and report to the Parties, within 30 days after such submission, upon such remaining of the Independent Accounting Firm’s determination and resolution. In resolving any disputed items, the Independent Accounting Firm (i) shall limit its review to matters specifically set forth in the Adjustment Dispute Notice, (ii) shall limit its review to correcting mathematical errors and determining whether disputed items were determined in accordance with this Agreement and accounting principles listed in Appendix A and shall not make any other determination, including any determination as to whether any estimates on the Post-Closing Adjustment Statement are correct, adequate or sufficient and (iii) 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 Seller; provided, however, that to the extent the determination of the value of any disputed item directly affects any other item used in calculating the Final Purchase Price such direct effect may be taken into account by the Independent Accounting Firm. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Seller and Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of any such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so initially submitted to the Independent Accounting Firm. (e) Within five days 10 Business Days following the final determination of the Purchase Price pursuant to Sections Section 3.2(c) and or Section 3.2(d) (as so determined, the “Final Purchase Price”), (i) if the Final Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Final Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, . Any amount paid under this Section 3.2(e) shall be paid in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment. Neither the determination of the Final Purchase Price nor any payment thereof shall be deemed to waive or limit in any respect any representation or warranty or rights in respect thereof under this Agreement.

Determination of Purchase Price. (a) No later than 15 days ten (10) Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer Buyers a written statement of Seller’s good faith, reasonable estimate of the Purchase Price (the “Estimated Purchase Price”), calculated in accordance with this Agreement and Appendix A and in the same format as Appendix B (without giving effect to the Transactions) (the “Preliminary Adjustment Statement”), together with Seller’s supporting calculations and reasonable supporting documentation. Within five (5) Business Days following receipt by Buyers of the Preliminary Adjustment Statement, Buyers may deliver to Seller a written report containing all changes that Buyers propose to be made to the Preliminary Adjustment Statement and the Estimated Purchase Price, if any, together with reasonable supporting documentation showing Buyers’ calculation of the disputed amounts, in which case the Parties shall endeavor to reconcile their differences in good faith by negotiation prior to the Closing Date; provided, that in the event the Parties are unable to reconcile their differences or if Buyers do not timely object to the Preliminary Adjustment Statement as provided above, Seller’s good faith estimate of the Estimated Purchase Price, based on Seller’s good faith estimates Price as set forth in the Preliminary Adjustment Statement shall prevail. The amount of the Adjustment Amount (such estimated Estimated Purchase Price being referred as set forth in the Preliminary Adjustment Statement (or the amount of the Estimated Purchase Price to herein as which the Parties agree) (the “Closing Payment Amount”)) shall be paid to Seller at the Closing. (b) Within 90 days after the Closing Date, Seller will prepare deliver, or cause to be prepared and deliver delivered, to Buyer Buyers a statement calculation of the Purchase Price, calculated in good faith in accordance with this Agreement and Appendix A and in the same form and format as Appendix B (the “Post-Closing Adjustment Statement”) that reflects ), together with Seller’s determination supporting calculations and reasonable supporting documentation. Buyers agree that Seller shall have a reasonable right of (i) the Adjustment Amount, consultation with Xxxxxx and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller their Affiliates and their respective Representatives in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its their and their Affiliates’ books, records, information, materials and Representatives and employees as Seller may reasonably request. Buyers shall cause the Representatives of Buyers and their Affiliates to cooperate with Seller and its Affiliates and Representatives in connection with their preparation of the Post-Closing Adjustment Statement. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will will, subject to Section 3.4(c), be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Statement, Buyers deliver to Seller a written report containing any good faith proposed changes to the Post-Closing Adjustment Statement, an explanation of any dispute such changes, and the reasons therefor, accompanied by reasonably detailed documentation showing Buyers’ calculation of the disputed amounts (an “Adjustment Dispute Notice”); provided, that the disagreement may be based for purposes of this Section 3.2 only on mathematical errors or amounts reflected in the Post-Closing Adjustment Statement not being calculated in accordance with matters this Agreement and Appendix A and the Accounting Principles. Any changes not included in the Adjustment Dispute Notice shall be deemed waived, and Seller’s determinations with respect to all such elements of the Post-Closing Adjustment Statement that are not addressed in the Adjustment Dispute Notice shall prevail. If Buyers fail to timely deliver an Adjustment Dispute Notice to Seller containing changes Buyers propose to be made to the Post-Closing Adjustment Statement, the Post-Closing Adjustment Statement as delivered by Seller will, subject to Section 3.4(c), be deemed to be mutually agreed upon by the Parties and will be final and binding on the Parties. If the final Purchase Price set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered Statement is mutually agreed upon by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in Seller and Buyers, the Post-Closing Adjustment Statement with respect to which Buyer disagrees, and the basis of such disagreement, final Purchase Price shall be final and Buyer’s position with respect to such disputed itembinding on the Parties. (d) If Buyer delivers Buyers deliver an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller Buyers are unable to reach a resolution in good faith with respect to all disputed items within 45 30 days of delivery of the Adjustment Dispute Notice, Buyer Seller and Seller will Buyers shall submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which . Any disputed items resolved in writing between the Parties within such 30-day period shall be final and binding with respect to such items. The Independent Accounting Firm will be instructed to determine to, and shall, determine, and resolve any such remaining disputed items in accordance with this Agreement and the Accounting Principles, and report to the Parties, within 30 20 days after such submission, upon such remaining of the Independent Accounting Firm’s determination and resolution. In resolving any disputed items, the Independent Accounting Firm: (i) shall limit its review to matters specifically set forth in the Adjustment Dispute Notice; (ii) shall limit its review to correcting mathematical errors and determining whether disputed items were determined in accordance with this Agreement and Accounting Principles and shall not make any other determination, including any determination as to whether any estimates on the Post-Closing Adjustment Statement are correct, adequate, or sufficient; and (iii) 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 Buyers or Seller (in the Adjustment Dispute Notice or Buyers’ objections thereto, respectively); provided, however, that to the extent the determination of the value of any disputed item affects any other item used in calculating the Final Purchase Price, such effect may be taken into account by the Independent Accounting Firm. The report of the Independent Accounting Firm will will, subject to Section 3.4(c), be final, binding, and conclusive on the Parties for all purposespurposes absent manifest error or Fraud. In acting under this Agreement, the Independent Accounting Firm shall function solely as an expert and not as an arbitrator. The fees and disbursements of the Independent Accounting Firm will shall be allocated between Buyer paid fifty percent (50%) by Seller and Seller so that Buyer’s share of such fifty percent (50%) by Buyers. The fees and disbursements will of the Representatives of each Party incurred in connection with the preparation or review of the Post Closing Adjustment Statement and preparation or review of any Adjustment Dispute Notice, as applicable, shall be in the same proportion that the aggregate amount of borne by such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting FirmParty. (e) Within five days 10 Business Days following the final determination of the Purchase Price pursuant to Sections Section 3.2(c) and or Section 3.2(d) (as so determined, the “Final Purchase Price”), (i) if the Final Purchase Price is greater than the Closing Payment Amount, Buyer Buyers will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; Seller or (ii) if the Final Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to BuyerBuyers. Any amount paid under this Section 3.2(e) will shall be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment. Neither the determination of the Final Purchase Price nor any payment thereof shall be deemed to waive or limit in any respect any representation, warranty, or rights in respect thereof under this Agreement.

Determination of Purchase Price. (a) No later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount and the Closing Assumed Indebtedness Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, (ii) the Closing Assumed Indebtedness Amount, and (iiiii) the Purchase Price based on the Adjustment Amount and the Closing Assumed Indebtedness Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 30 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate PartySeller or Buyer, as appropriate, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the PartiesBuyer and Seller, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No As promptly as practicable following the Closing Date (but not later than 15 60 days prior to after the Closing Date), Seller will prepare and deliver to Buyer shall: (i) prepare, in accordance with the Agreed Accounting Principles, a good faith estimate balance sheet as of the Closing Date (the “Preliminary Closing Date Balance Sheet”); (ii) determine the Purchase Price, based on Seller’s good faith estimates Price in accordance with the provisions of the Adjustment Amount this Agreement (such estimated Purchase Price as determined by Buyer being referred to herein as the “Preliminary Purchase Price”); and (iii) deliver to Seller the Preliminary Closing Payment AmountDate Balance Sheet and a certificate setting forth the Preliminary Purchase Price (the “Preliminary Accounting Report”). (b) Within 90 Promptly following receipt of the Preliminary Accounting Report, Seller may review the same and, within 30 days after the Closing Datedate of such receipt, Seller will prepare and may deliver to Buyer a statement certificate (signed by its chief financial officer or its chief accounting officer) setting forth its objections to the Preliminary Closing Date Balance Sheet and the Preliminary Purchase Price as set forth in the Preliminary Accounting Report, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. If Seller does not so object within such 30-day period, the Preliminary Closing Date Balance Sheet and the Preliminary Purchase Price set forth in the Preliminary Accounting Report shall be final and binding as the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, Date Balance Sheet” and (ii) the Purchase Price based on the Adjustment Amount. In additionPrice, Seller will provide Buyer with supporting calculations, in reasonable detailrespectively, for such determinations at purposes of this Agreement but shall not limit the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation representations, warranties, covenants and agreements of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably requestparties set forth elsewhere in this Agreement. (c) The amounts determined If Seller so objects within such 30-day period, Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the “Agreed Adjustments”) any differences as to the Preliminary Closing Date Balance Sheet and the Preliminary Purchase Price and, if Seller as and Buyer so resolve any such differences, the Preliminary Closing Date Balance Sheet and the Preliminary Purchase Price set forth in the Post-Preliminary Accounting Report as adjusted by the Agreed Adjustments shall be final and binding as the Closing Adjustment Statement will be finalDate Balance Sheet and the Purchase Price, bindingrespectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and conclusive for all purposes unless, and only to agreements of the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters parties set forth elsewhere in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed itemthis Agreement. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c)any objections raised by Seller are not resolved by Agreed Adjustments within the 30-day period next following such 30-day period, then Buyer and Seller shall submit the objections that are then unresolved to Deloitte (ior to such other national accounting firm acceptable to both Seller and Buyer) and such firm (the undisputed portion “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 matter had been determined in a manner consistent with the Agreed Accounting Principles) as promptly as reasonably practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the total proposed Adjustment Amount set forth in disputed matters. The Preliminary Closing Date Balance Sheet and the Post-Closing Adjustment Statement (together with interest thereon for Preliminary Purchase Price, after giving effect to any Agreed Adjustments and to the period commencing on resolution of disputed matters by the Accounting Firm, shall be final and binding as the Closing Date through Balance Sheet and the date Purchase Price, respectively, for purposes of payment calculated at this Agreement but shall not limit the Prime Rate in effect on representations, warranties, covenants and agreements of the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures parties set forth elsewhere in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firmthis Agreement. (e) Within five days following The parties hereto shall make available to Buyer, Seller and, if applicable, the final determination Accounting Firm, such books, records and other information (including work papers) as any of the Purchase Price pursuant foregoing may reasonably request to Sections 3.2(c) prepare or review the Preliminary Accounting Report or any matters submitted to the Accounting Firm. The fees and 3.2(d), (i) if expenses of the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will Accounting Firm hereunder shall be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash 50% by wire transfer of immediately available funds to the account specified Buyer and 50% by the Party receiving paymentSeller.

Determination of Purchase Price. (a) No later than 15 days In the event that the Post-Signing Audited Financial Statements of the JV Entities for the fiscal year ended November 30, 2001 are not available prior to the Measurement Date (as hereinafter defined), then the parties shall estimate the Adjusted EBIT for the fiscal year ended November 30, 2001 based on the internal unaudited management accounts of the JV Entities available as of the third business day prior to the Measurement Date (the "2001 Estimated Adjusted EBIT") as presented to the parties by the chief financial officer of the JV Entities and the Purchase Price payable at the Closing Dateshall be based on such 2001 Estimated Adjusted EBIT (as well as the Stipulated 2000 Adjusted EBIT) (the "Estimated Purchase Price"). In such event, Seller will prepare and the JV Entities shall, within ninety (90) days after the Closing, deliver to Buyer a good faith estimate Henkel and Ecolab Post-Signing Audited Financial Statements of the JV Entities (taken as a whole) for the fiscal year ended November 30, 2001, prepared in the same manner as is consistent with the past practice of the JV Entities and in accordance with GAAP consistently applied, and the actual Adjusted EBIT for the fiscal year ended November 30, 2001 shall be derived from such statements (the "Actual 2001 Adjusted EBIT"). The Adjusted EBIT Valuation and final Purchase Price shall then be calculated based on the Stipulated 2000 Adjusted EBIT and the Actual 2001 Adjusted EBIT (the "Final Purchase Price"). In the event the Final Purchase Price exceeds the Estimated Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount Ecolab shall, within ten (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b10) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s final determination of (i) the Adjustment AmountFinal Purchase Agreement, and (ii) pay to Henkel the Purchase Price based on amount of such difference payable in the Adjustment Amountform of consideration elected by Henkel pursuant to Section 4.5. In additionthe event such election shall have been for Ecolab Common Stock, Seller will provide Buyer Ecolab shall issue that number of shares of Ecolab Common Stock with supporting calculationsa value equal to such difference, in reasonable detail, for with such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts valuation determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only pursuant to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e4.6 (and subject to Section 4.7 hereof); and . In the event the Estimated Purchase Price exceeds the Final Purchase Price, Henkel shall within ten (ii10) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Final Purchase Agreement pay to Ecolab the amount of such difference in the form of consideration elected by Henkel pursuant to Section 4.5. In the event such election shall have been for Ecolab Common Stock, Henkel shall surrender for cancellation that number of shares of Ecolab Common Stock with a value equal to such difference, with such valuation determined pursuant to the procedures set forth in Section 4.6; provided, however, that Henkel may elect to pay to Ecolab the amount of such difference in cash (in U.S. dollars) but, in this event, the amount of cash to be paid to Ecolab shall be determined by multiplying (x) the number of shares that would have been surrendered in accordance with this sentence by (y) the average closing price of Ecolab Common Stock on the New York Stock Exchange over the fifteen consecutive trading days ending on the business day immediately preceding the date of such payment. The Final Purchase Price pursuant shall be deemed to Sections 3.2(c) and 3.2(d), (i) if be the Purchase Price is greater than for purposes of this Agreement, except, in this Article IV, as the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyercontext otherwise requires. Any amount paid under this Section 3.2(edisputes regarding the Post-Signing Audited Financial Statements of the JV Entities (taken as a whole) will be paid with interest for the period commencing on fiscal year ended November 30, 2001, or the Closing Date through calculation of the date of paymentFinal Purchase Price, calculated at the Prime Rate shall be resolved in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving paymentaccordance with Section 4.4.

Determination of Purchase Price. (a) No later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s 's good faith estimates of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “"Estimated Closing Payment Amount”"), together with supporting assumptions and calculations, in reasonable detail, for such estimates of the Purchase Price and the Adjustment Amount. Within five Business Days following receipt by Buyer of the Estimated Closing Payment Amount, Buyer may object in good faith and in writing to Seller's estimate of the Adjustment Amount included in the Estimated Closing Payment Amount. If Buyer objects to Seller's estimate of the Adjustment Amount, the Parties shall attempt to reconcile their differences in good faith by negotiation. If the Parties are unable to do so within five Business Days following receipt by Seller of Buyer's written objection (or if Buyer does not object to Seller's estimate of the Adjustment Amount), the Base Price shall be adjusted for purposes of the Closing by the amount of the estimated Adjustment Amount not in dispute (as adjusted, the "Closing <PAGE> Payment Amount"). The disputed portion of Seller's estimate of the Adjustment Amount shall be paid when and as required under Section 3.2(e). (b) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “"Post-Closing Adjustment Statement”") that reflects Seller’s 's determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting assumptions and calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s 's preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 30 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “"Adjustment Dispute Notice”") will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s 's position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s 's share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the <PAGE> Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No later than 15 five days prior to the Closing Date, Seller will prepare in good faith and deliver to Buyer a good faith reasonably detailed estimate of the Purchase Price, based on Seller’s good faith estimates estimate of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b) Within 90 120 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 30 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days Business Days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount amount, together with interest thereon at a rate equal to JPMorgan’s prime rate from time to time in effect, from the Closing Date to the date of payment, to be paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No later than 15 days five (5) Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on calculated in accordance with Appendix A, together with reasonable supporting documentation and worksheets. Within two (2) Business Days following receipt by Buyer of such estimate, Buyer may in good faith object in writing to Seller’s estimate, in which case the Parties shall endeavor to reconcile their differences in good faith estimates by negotiation prior to the Closing Date; provided that, in the event the Parties are unable to reconcile their differences, Seller’s estimate of the Adjustment Amount (such estimated Purchase Price being referred shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to herein as which the Parties agree) (the “Closing Payment Amount”)) shall be paid to Seller at the Closing. (b) Within 90 sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a statement revised calculation of the Purchase Price, calculated in good faith in accordance with Appendix A, together with worksheets and supporting documentation (the “Post-Closing Adjustment Statement”) ). Seller agrees that reflects Seller’s determination Buyer shall have a reasonable right of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate consultation with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller Buyer with access to its books, records, information, and employees as Seller Buyer may reasonably request. In the event that Buyer raises any objections or disagreements with any methodology used or determination made by Seller during the preparation of the Post- Closing Adjustment Statement, the Parties will attempt in good faith to resolve such objection or disagreement prior to delivery of the Post-Closing Adjustment Statement by Seller to Buyer. No action or inaction by Buyer under this Section 3.2(b) shall prejudice any rights of Buyer under Section 3.2(c) or otherwise. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set forth out in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item; provided that the disagreement may be based for purposes of this Section 3.2 only on mathematical errors or amounts reflected on the Post-Closing Adjustment Statement not being calculated in accordance Appendix A and the accounting principles specified therein. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 thirty (30) days of delivery of the Adjustment Dispute Notice, Seller and Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine in accordance with the accounting principles used in the preparation of the Division Balance Sheets and Division Income Statements, as appropriate depending on the item at issue, and report to the Parties, within 30 thirty (30) days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Seller and Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of any such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so initially submitted to the Independent Accounting Firm. (e) Within five (5) days following the final determination of the Purchase Price pursuant to Sections Section 3.2(c) and or Section 3.2(d) (as so determined, the “Final Purchase Price”), (i) if the Final Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Final Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, . Any amount paid under this Section 3.2(e) shall be paid in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment. Neither the determination of the Final Purchase Price nor any payment thereof shall be deemed to waive or limit in any respect any representation or warranty or rights in respect thereof under this Agreement.

Determination of Purchase Price. (a) No later than 15 days prior Attached hereto as Exhibit 1.3(a) is an unaudited Balance Sheet of the Company as of April 30, 1997 (the "Preliminary Balance Sheet"). A preliminary Purchase Price shall be calculated which shall be equal to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of Net Capital Employed as set forth on the Preliminary Balance Sheet less (pound)350,000 (the "Preliminary Purchase Price"), and the number of shares of DSI Stock issued by the Buyer to the Seller at the Closing shall be based on Seller’s good faith estimates of the Adjustment Amount (such estimated Preliminary Purchase Price being referred to herein as the “Closing Payment Amount”)Price. (b) Within 90 As soon as practicable after the Closing Date as defined in Section 1.4 hereof, but in no event later than forty-five (45) calendar days after the Closing Date, the Seller will shall prepare and deliver an audited Balance Sheet of the Company as at the Closing Date, after taking into account any cash distributed or otherwise paid to Buyer a statement the Seller or its Affiliates immediately prior to the Closing (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount"Final Balance Sheet"), and (ii) shall deliver it to the Buyer with an audit report thereon. The Final Purchase Price shall be computed based on the Adjustment AmountFinal Balance Sheet. In additionThe Final Balance Sheet shall be prepared in accordance with all relevant financial reporting standards and/or Statements of Standard Accounting Practice or, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Partywhere there are none, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, bindingUK generally accepted accounting principles, and conclusive shall be prepared on a consistent basis and in accordance with the same accounting policies as have been used for all purposes on the Partiescorresponding accounts for the last three (3) years. If Buyer and Seller are unable In connection with the preparation of the Final Balance Sheet, no adjustments to reach a resolution write-off any inventory or other assets during or with respect to all disputed items within 45 days of delivery any prior accounting period may be reversed. The Final Balance Sheet shall be audited by Deloitte & Touche LLP (the "Auditor"), and the audit report delivered by the Auditor shall be addressed to the Seller and the Buyer. The expense of the Adjustment Dispute NoticeAuditor in preparing or auditing the Final Balance Sheet shall be borne by the Seller; provided, however, the Buyer shall reimburse the Seller for one-half of such costs up to a maximum reimbursement by the Buyer of (pound)7,000. If requested by the Buyer, the Seller and Seller will submit any items remaining in dispute for determination and resolution the Auditor shall afford the Buyer's accountants access to the Independent Accounting Firm, which will be instructed to determine information and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report accounting procedure involved in preparation of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting FirmFinal Balance Sheet. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No later than 15 days five (5) Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on calculated in accordance with Appendix A, together with reasonable supporting documentation and worksheets. Within two (2) Business Days following receipt by Buyer of such estimate, Buyer may in good faith object in writing to Seller’s estimate, in which case the Parties shall endeavor to reconcile their differences in good faith estimates by negotiation prior to the Closing Date; provided that, in the event the Parties are unable to reconcile their differences, Seller’s estimate of the Adjustment Amount (such estimated Purchase Price being referred shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to herein as which the Parties agree) (the “Closing Payment Amount”)) shall be paid to Seller at the Closing. (b) Within 90 sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a statement revised calculation of the Purchase Price, calculated in good faith in accordance with Appendix A, together with worksheets and supporting documentation (the “Post-Closing Adjustment Statement”) ). Seller agrees that reflects Seller’s determination Buyer shall have a reasonable right of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate consultation with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller Buyer with access to its books, records, information, and employees as Seller Buyer may reasonably request. In the event that Buyer raises any objections or disagreements with any methodology used or determination made by Seller during the preparation of the Post- Closing Adjustment Statement, the Parties will attempt in good faith to resolve such objection or disagreement prior to delivery of the Post-Closing Adjustment Statement by Seller to Buyer. No action or inaction by Buyer under this Section 3.2(b) shall prejudice any rights of Buyer under Section 3.2(c) or otherwise. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set forth out in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item; provided that the disagreement may be based for purposes of this Section 3.2 only on mathematical errors or amounts reflected in the Post-Closing Adjustment Statement not being calculated in accordance with Appendix A and the accounting principles specified therein. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 thirty (30) days of delivery of the Adjustment Dispute Notice, Seller and Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which . The Independent Accounting Firm will be instructed to determine and resolve any such remaining disputed items in accordance with the accounting principles used in the preparation of the Division Balance Sheets and Division Income Statements, as appropriate depending on the item at issue, and report to the Parties, within 30 thirty (30) days after such submission, upon such remaining disputed itemsof the Independent Accounting Firm’s determination and resolution. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Seller and Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of any such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so initially submitted to the Independent Accounting Firm. (e) Within five (5) days following the final determination of the Purchase Price pursuant to Sections Section 3.2(c) and or Section 3.2(d) (as so determined, the “Final Purchase Price”), (i) if the Final Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Final Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, . Any amount paid under this Section 3.2(e) shall be paid in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment. Neither the determination of the Final Purchase Price nor any payment thereof shall be deemed to waive or limit in any respect any representation or warranty or rights in respect thereof under this Agreement.

Determination of Purchase Price. (a) No later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Estimated Closing Payment Amount”), together with supporting assumptions and calculations, in reasonable detail, for such estimates of the Purchase Price and the Adjustment Amount. Within five Business Days following receipt by STLD01-1185616-10 MICHIGAN GAS Buyer of the Estimated Closing Payment Amount, Buyer may object in good faith and in writing to Seller’s estimate of the Adjustment Amount included in the Estimated Closing Payment Amount. If Buyer objects to Seller’s estimate of the Adjustment Amount, the Parties shall attempt to reconcile their differences in good faith by negotiation. If the Parties are unable to do so within five Business Days following receipt by Seller of Buyer’s written objection (or if Buyer does not object to Seller’s estimate of the Adjustment Amount), the Base Price shall be adjusted for purposes of the Closing by the amount of the estimated Adjustment Amount not in dispute (as adjusted, the “Closing Payment Amount”). The disputed portion of Seller’s estimate of the Adjustment Amount shall be paid when and as required under Section 3.2(e). (b) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting assumptions and calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request. (c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 30 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by STLD01-1185616-10 MICHIGAN GAS Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. (a) No As promptly as practicable following the Closing Date (but not later than 15 90 days prior to after the Closing Date), Seller will prepare shall: (i) prepare, in accordance with the Agreed Accounting Principles and deliver to Buyer SECTION 3.6 hereof, a good faith estimate statement in reasonable detail of the Valuation Date Book Value (the "PRELIMINARY VALUATION DATE STATEMENT OF BOOK VALUE"), (ii) calculate the Purchase Price, based which shall be equal to $13,000,000 (A) plus the amount, if any, by which the Valuation Date Book Value set forth on Seller’s good faith estimates the Preliminary Valuation Date Statement of Book Value exceeds the Adjustment Amount Reference Book Value or (B) minus the amount, if any, by which the Reference Book Value exceeds the Valuation Date Book Value set forth on the Preliminary Valuation Date Statement of Book Value (such estimated Purchase Price as determined by Seller being referred to herein as the “Closing Payment Amount”"PRELIMINARY PURCHASE PRICE") and (iii) deliver to Buyer the Preliminary Valuation Date Statement of Book Value and a certificate setting forth the Preliminary Purchase Price (the "PRELIMINARY ACCOUNTING REPORT"). (b) Within 90 Promptly following receipt of the Preliminary Accounting Report, Buyer may review the same and, within 30 days after the Closing Datedate of such receipt, Seller will prepare and may deliver to Seller a certificate (signed by Buyer's chief executive officer) setting forth its objections to the Preliminary Valuation Date Statement of Book Value and the Preliminary Purchase Price as set forth in the Preliminary Accounting Report, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. In the event Buyer a statement (does not so object within such 30-day period, the “Post-Closing Adjustment Statement”) that reflects Seller’s determination Preliminary Valuation Date Statement of (i) Book Value and the Adjustment Amount, Preliminary Purchase Price set forth in the Preliminary Accounting Report shall be final and (ii) binding as the "VALUATION DATE STATEMENT OF BOOK VALUE" and the Purchase Price based on the Adjustment Amount. In additionPrice, Seller will provide Buyer with supporting calculations, in reasonable detailrespectively, for such determinations at purposes of this Agreement but shall not limit the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation representations, warranties, covenants and agreements of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably requestparties set forth elsewhere in this Agreement. (c) The amounts determined In the event Buyer so objects within such 30-day period, Buyer and Seller shall use their reasonable efforts in good faith to resolve by written agreement (the "AGREED ADJUSTMENTS") any differences as to the Preliminary Valuation Date Statement of Book Value and the Preliminary Purchase Price and, in the event Seller as and Buyer so resolve any such differences, the Preliminary Valuation Date Statement of Book Value and the Preliminary Purchase Price set forth in the Post-Closing Adjustment Preliminary Accounting Report as adjusted by the Agreed Adjustments shall be final and binding as the Valuation Date Statement will be finalof Book Value and the Purchase Price, bindingrespectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and conclusive for all purposes unless, and only to agreements of the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters parties set forth elsewhere in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed itemthis Agreement. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firm. (e) Within five days following the final determination of the Purchase Price pursuant to Sections 3.2(c) and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving payment.

Determination of Purchase Price. The Purchase Price shall be determined as follows: (a) No later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”). (b) Within 90 60 days after the Closing Date, Seller will prepare and the Vendor shall deliver to Buyer a statement the Purchaser an audited balance sheet (the “Post-Closing Adjustment StatementBalance Sheet”) that reflects Sellerof the Business as at the close of business on the Closing Date, prepared in accordance with Generally Accepted Accounting Principles applied on a basis consistent with those used in the preparation of the Financial Statements. The Closing Balance Sheet shall be accompanied by a report thereon by the Vendor’s determination auditors, without qualification. For the purpose of preparing the Closing Balance Sheet, the Purchaser agrees to grant the Vendor’s authorized representatives reasonable access to relevant records, facilities and personnel of the Purchaser; and, the Vendor and Purchaser agree to co- operate in the joint taking and valuation of all inventories. (b) At the time of delivery of the Closing Balance Sheet, the Vendor shall also deliver to the Purchaser a statement verified by the Vendor’s auditors setting forth a detailed calculation of the Purchase Price (the “Purchase Price Calculation”) and of the amount by which the Purchase Price exceeds the aggregate amount of the Assumed Liabilities reflected in the Closing Balance Sheet (the “Cash Portion of the Purchase Price”). The Purchase Price Calculation shall be accompanied by: (i) an itemized list of all of the Adjustment Amount, Assumed Liabilities reflected in the Closing Balance Sheet; and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation ii)an itemized list of all of the Post-Accounts Receivable reflected in the Closing Adjustment Statement Balance Sheet (and related information, setting out the face amounts thereof and will provide Seller with access to its books, records, information, and employees as Seller may reasonably requestthe period of time for which they have been owing). (c) The amounts determined Purchaser shall have a period of 30 days after the date it receives the Closing Balance Sheet, the report of the Vendor’s auditors thereon and the Purchase Price Calculation (collectively, the “Closing Financial Statements”) in which to review the same. For the purpose of such review, the Vendor agrees to cause its auditors to permit the Purchaser and its authorized representatives to examine all working papers, schedules and other documentation used or prepared by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only Vendor’s auditors. If no objection to the extent, that Closing Financial Statements is given to the Vendor by the Purchaser within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees30 day period, the basis Closing Financial Statements shall be deemed to have been approved as of the last day of such disagreement, and Buyer’s position with respect to such disputed item30 day period. (d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion Purchaser objects to any of the total proposed Adjustment Amount set forth Closing Financial Statements within such 30 day period by giving notice to the Vendor setting out in reasonable detail the Post-Closing Adjustment Statement (together with interest thereon for nature of such objection, the period commencing on parties agree to attempt to resolve the matters in dispute within 15 days from the date the Purchaser gives such notice to the Vendor. If all matters in dispute are resolved by the parties, the Closing Date through Financial Statements shall be modified to the extent required to give effect to such resolution and shall be deemed to have been approved as of the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Seller will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to determine and report to the Parties, within 30 days after such submission, upon such remaining disputed items. The report of the Independent Accounting Firm will be final, binding, and conclusive on the Parties for all purposes. The fees and disbursements of the Independent Accounting Firm will be allocated between Buyer and Seller so that Buyer’s share of such fees and disbursements will be in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Independent Accounting Firmresolution. (e) Within five days following If the final parties cannot resolve all matters in dispute within such 15 day period, all unresolved matters shall be submitted to ◼ (the “Arbitrator”) for resolution, and the Arbitrator shall be given access to all materials and information reasonably requested by it for such purpose. The rules and procedures to be followed in the arbitration proceedings shall be determined by the Arbitrator in its discretion. The Arbitrator’s determination of all such matters shall be final and binding on both parties and shall not be subject to appeal by either party. The fees and expenses of the Purchase Price pursuant Arbitrator shall be borne equally by the parties. The Closing Financial Statements shall be modified to Sections 3.2(c) the extent required to give effect to the Arbitrator’s determination and 3.2(d), (i) if the Purchase Price is greater than the Closing Payment Amount, Buyer will pay the difference (adjusted shall be deemed to reflect any payment pursuant to Section 3.2(d)(i)) to Seller; or (ii) if the Purchase Price is less than the Closing Payment Amount, Seller will pay the difference (adjusted to reflect any payment pursuant to Section 3.2(d)(i)) to Buyer. Any amount paid under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through have been approved as of the date of payment, calculated at the Prime Rate in effect on the Closing Date, in cash by wire transfer of immediately available funds to the account specified by the Party receiving paymentsuch determination.