Common use of Determination of Purchase Price Clause in Contracts

Determination of Purchase Price. (a) At least ten (10) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a certificate setting forth an estimate of the Purchase Price, which shall include the Seller’s calculation of the Lock-Box Adjustment, if any, along with any supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, (the “Working Capital Estimate” and, collectively with the Lock-Box Adjustment, the “Adjustment Amount Estimate”). Such certificate shall be prepared by the Seller in good faith and be accompanied by reasonably detailed supporting documentation. Within five (5) Business Days after the delivery of the Adjustment Amount Estimate by the Seller to the Buyer, the Buyer may object in good faith to the Adjustment Amount Estimate in writing. If the Buyer objects to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so prior to the Closing Date (or if the Buyer does not object to the Adjustment Amount Estimate), the Purchase Price shall be adjusted at Closing by the amount of the Adjustment Amount Estimate not in dispute. The disputed portion shall be resolved in accordance with the provisions of Section 2.3(c) and paid as part of any Final Statement.

Determination of Purchase Price. (a) At least Promptly after the Closing Date, and in any event not later than forty-five (45) calendar days following the Closing Date, Purchaser shall prepare and deliver to the Company a statement, prepared on the same basis as the line item cash and cash equivalents within financial statements prepared in accordance with GAAP, of the Closing Date Net Cash Amount, 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 Operating Subsidiaries and their respective Subsidiaries in order to allow the Company and its representatives to verify the accuracy of the determination by Purchaser of the Closing Date Net Cash Amount. (b) (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 prior to after the Closing Date, the Seller shall deliver to the Buyer a certificate setting forth an estimate Company's receipt of the Purchase Pricestatement referred to in Section 2.4(a), which shall include such Notice of Objection to describe in reasonable detail the Seller’s calculation of the Lock-Box Adjustment, if any, along with any supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, (the “Working Capital Estimate” and, collectively with the Lock-Box Adjustment, the “Adjustment Amount Estimate”). Such certificate shall be prepared by the Seller in good faith and be accompanied by reasonably detailed supporting documentation. Within five (5) Business Days after the delivery of the Adjustment Amount Estimate by the Seller to the Buyer, the Buyer may object in good faith to the Adjustment Amount Estimate in writing. If the Buyer objects to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so prior Company's objections to the Closing Date (or if the Buyer does not object to the Adjustment Amount Estimate)Net Cash Amount, the Purchase Price Closing Date Net Cash Amount shall be adjusted at Closing by the amount of the Adjustment Amount Estimate not in dispute. The disputed portion shall be resolved in accordance with the provisions of Section 2.3(c) deemed final and paid as part of any Final Statementbinding.

Determination of Purchase Price. (a) At Promptly after determination of the anticipated Closing Date (and at least ten (10) two Business Days prior to the Closing Date, and in the Seller shall event that Parent delivers a Deferral Notice, at least five Business Days prior to the Closing Date), the Company will deliver to the Buyer a certificate setting forth an estimate of the Purchase Price, which shall include the Seller’s calculation of the Lock-Box Adjustment, if any, along with any supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, written statement (the “Working Capital Estimate” and, collectively with Estimated Closing Statement”) containing the Lock-Box Adjustment, the “Adjustment Amount Estimate”). Such certificate shall be prepared by the Seller in Company’s good faith and be accompanied by reasonably detailed supporting documentation. Within five calculation of (5i) Business Days after the delivery estimated Net Working Capital, as of 11:59 p.m., New York time, on the Adjustment Amount Estimate by the Seller to the Buyer, the Buyer may object in good faith to the Adjustment Amount Estimate in writing. If the Buyer objects to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so day immediately prior to the Closing Date (or “Estimated Net Working Capital”), (ii) the estimated Cash of the Company and the Company Subsidiaries, as of 11:59 p.m., New York time, on the day immediately prior to the Closing Date (“Estimated Cash”), (iii) the estimated Indebtedness of the Company and the Company Subsidiaries, as of immediately prior to the Closing (“Estimated Indebtedness”), and (iv) the estimated unpaid Transaction Expenses, as of immediately prior to the Closing (“Estimated Transaction Expenses”). (b) During the period after the delivery of the Estimated Closing Statement and prior to the Closing Date, Buyer shall have an opportunity to review the Estimated Closing Statement and the Company shall cooperate with Parent in good faith to mutually agree upon the Estimated Closing Statement in the event Buyer disputes any item proposed to be set forth on such statement; provided that if the Company and Buyer does are not object able to reach mutual agreement prior to the Adjustment Amount Estimate)Closing Date, the Purchase Price Estimated Closing Statement provided by the Company to Parent, as modified to include any changes agreed to by the Company and Buyer, shall be adjusted at the Estimated Closing by the amount Statement for purposes of the Adjustment Amount Estimate not this Section 2.4 and otherwise in dispute. The disputed portion shall be resolved in accordance with the provisions of Section 2.3(c) and paid as part of any Final Statementthis Agreement.

Determination of Purchase Price. (a) At least ten No later than five (105) Business Days prior to the Closing Date, the Seller shall will prepare and deliver to the Buyer a certificate setting forth an good faith estimate of the Purchase Price, which shall include the calculated in accordance with Appendix A, together with reasonable supporting documentation and worksheets. Within two (2) Business Days following receipt by Xxxxx 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 by negotiation prior to the Closing Date; provided that, in the event the Parties are unable to reconcile their differences, Xxxxxx’s estimate of the Purchase Price shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to which the Parties agree) (the “Closing Payment Amount”) shall be paid to Seller at the Closing. (b) Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a revised calculation of the Lock-Box AdjustmentPurchase Price, if anycalculated in good faith in accordance with Appendix A, along together with any worksheets and supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, (the “Working Capital Estimate” and, collectively with the LockPost-Box Adjustment, the “Closing Adjustment Amount EstimateStatement”). Such certificate Seller agrees that Buyer shall be prepared have a reasonable right of consultation with Seller in connection with Xxxxxx’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Buyer with access to its books, records, information, and employees as 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 Seller 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 thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set 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 Xxxxx’s position with respect to such disputed item; provided that the disagreement may be accompanied 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) and Seller and Buyer are unable to reach a resolution with respect to all disputed items within thirty (30) days of delivery of the Adjustment Dispute Notice, Seller and Buyer will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm. 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 thirty (30) days after such submission, of 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 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 reasonably detailed supporting documentation. Xxxxx (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts initially submitted to the Independent Accounting Firm. (e) Within five (5) Business Days after days following the delivery final determination of the Adjustment Amount Estimate by the Seller Purchase Price pursuant to the BuyerSection 3.2(c) 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 may object in good faith will pay the difference to Seller; or (ii) if the Adjustment Amount Estimate in writingFinal Purchase Price is less than the Closing Payment Amount, Seller will pay the difference to Buyer. If Any amount paid under this Section 3.2(e) will be paid with interest for the Buyer objects to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so prior to period commencing on the Closing Date (or if through the Buyer does not object 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 Adjustment Amount Estimate), account specified by the Party receiving payment. Neither the determination of the Final Purchase Price nor any payment thereof shall be adjusted at Closing by the amount of the Adjustment Amount Estimate not deemed to waive or limit in dispute. The disputed portion shall be resolved any respect any representation or warranty or rights in accordance with the provisions of Section 2.3(c) and paid as part of any Final Statementrespect thereof under this Agreement.

Determination of Purchase Price. (a) At least ten No later than five (105) Business Days prior to the Closing Date, the Seller shall will prepare and deliver to the Buyer a certificate setting forth an good faith estimate of the Purchase Price, which shall include the 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 by negotiation prior to the Closing Date; provided that, in the event the Parties are unable to reconcile their differences, Xxxxxx’s estimate of the Purchase Price shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to which the Parties agree) (the “Closing Payment Amount”) shall be paid to Seller at the Closing. (b) Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a revised calculation of the Lock-Box AdjustmentPurchase Price, if anycalculated in good faith in accordance with Appendix A, along together with any worksheets and supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, (the “Working Capital Estimate” and, collectively with the LockPost-Box Adjustment, the “Closing Adjustment Amount EstimateStatement”). Such certificate Seller agrees that Buyer shall be prepared have a reasonable right of consultation with Seller in connection with Xxxxxx’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Buyer with access to its books, records, information, and employees as 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 Seller 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 thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set 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 Xxxxx’s position with respect to such disputed item; provided that the disagreement may be accompanied 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) and Seller and Buyer are unable to reach a resolution with respect to all disputed items within thirty (30) days of delivery of the Adjustment Dispute Notice, Seller and Buyer 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 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 so that Xxxxx’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 reasonably detailed supporting documentation. Xxxxx (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts initially submitted to the Independent Accounting Firm. (e) Within five (5) Business Days after days following the delivery final determination of the Adjustment Amount Estimate by the Seller Purchase Price pursuant to the BuyerSection 3.2(c) 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 may object in good faith will pay the difference to Seller; or (ii) if the Adjustment Amount Estimate in writingFinal Purchase Price is less than the Closing Payment Amount, Seller will pay the difference to Buyer. If Any amount paid under this Section 3.2(e) will be paid with interest for the Buyer objects to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so prior to period commencing on the Closing Date (or if through the Buyer does not object 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 Adjustment Amount Estimate), account specified by the Party receiving payment. Neither the determination of the Final Purchase Price nor any payment thereof shall be adjusted at Closing by the amount of the Adjustment Amount Estimate not deemed to waive or limit in dispute. The disputed portion shall be resolved any respect any representation or warranty or rights in accordance with the provisions of Section 2.3(c) and paid as part of any Final Statementrespect thereof under this Agreement.

Determination of Purchase Price. (a) At least ten No later than five (105) Business Days prior to the Closing Date, the Seller shall will prepare and deliver to the Buyer a certificate setting forth an good faith estimate of the Purchase Price, which shall include the 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 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 Purchase Price shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to which the Parties agree) (the “Closing Payment Amount”) shall be paid to Seller at the Closing. (b) Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a revised calculation of the Lock-Box AdjustmentPurchase Price, if anycalculated in good faith in accordance with Appendix A, along together with any worksheets and supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, (the “Working Capital Estimate” and, collectively with the LockPost-Box Adjustment, the “Closing Adjustment Amount EstimateStatement”). Such certificate Seller agrees that Buyer shall be prepared 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 Buyer with access to its books, records, information, and employees as 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 Seller 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 thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set 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 accompanied 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) and Seller and Buyer are unable to reach a resolution with respect to all disputed items within thirty (30) days of delivery of the Adjustment Dispute Notice, Seller and Buyer will submit any items remaining in dispute for determination and resolution to the Independent Accounting Firm. 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 thirty (30) days after such submission, of 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 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 reasonably detailed supporting documentation. Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts initially submitted to the Independent Accounting Firm. (e) Within five (5) Business Days after days following the delivery final determination of the Adjustment Amount Estimate by the Seller Purchase Price pursuant to the BuyerSection 3.2(c) 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 may object in good faith will pay the difference to Seller; or (ii) if the Adjustment Amount Estimate in writingFinal Purchase Price is less than the Closing Payment Amount, Seller will pay the difference to Buyer. If Any amount paid under this Section 3.2(e) will be paid with interest for the Buyer objects to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so prior to period commencing on the Closing Date (or if through the Buyer does not object 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 Adjustment Amount Estimate), account specified by the Party receiving payment. Neither the determination of the Final Purchase Price nor any payment thereof shall be adjusted at Closing by the amount of the Adjustment Amount Estimate not deemed to waive or limit in dispute. The disputed portion shall be resolved any respect any representation or warranty or rights in accordance with the provisions of Section 2.3(c) and paid as part of any Final Statementrespect thereof under this Agreement.

Determination of Purchase Price. (a) At least ten (10) Business Days No later than 15 days prior to the Closing Date, the Seller shall will prepare and deliver to the Buyer a certificate setting forth an good faith estimate of the Purchase Price, which shall include the based on Seller’s calculation of the Lock-Box Adjustment, if any, along with any supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, (the “Working Capital Estimate” and, collectively with the Lock-Box Adjustment, the “Adjustment Amount Estimate”). Such certificate shall be prepared by the Seller in 's good faith and be accompanied by reasonably detailed supporting documentation. Within five (5) Business Days after the delivery estimates of the Adjustment Amount Estimate (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 Seller to the BuyerEstimated Closing Payment Amount, the Buyer may object in good faith and in writing to Seller's estimate of the Adjustment Amount Estimate included in writingthe Estimated Closing Payment Amount. If the Buyer objects to Seller's estimate of the Adjustment Amount Estimate within such five (5) Business Day periodAmount, the Parties shall attempt to resolve reconcile their differences in good faith by negotiation. If the Parties are unable to do so prior to the Closing Date within five Business Days following receipt by Seller of Buyer's written objection (or if the Buyer does not object to Seller's estimate of the Adjustment Amount EstimateAmount), the Purchase Base Price shall be adjusted at for purposes of the Closing by the amount of the estimated Adjustment Amount Estimate not in disputedispute (as adjusted, the "Closing Payment Amount"). The disputed portion of Seller's estimate of the Adjustment Amount shall be resolved 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 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 provisions 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 <PAGE> 45 days of Section 2.3(cdelivery 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 as part under this Section 3.2(e) will be paid with interest for the period commencing on the Closing Date through the date of any Final Statementpayment, 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) At least ten (10) Business Days prior The Closing Purchase Price shall be determined by adding to the Closing Date, the Seller shall deliver to the Buyer a certificate setting forth an estimate of or subtracting from the Purchase Price, which shall include the Seller’s calculation of the Lock-Box Adjustment, if any, along with any supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, each adjustment to be made to the Purchase Price at Closing pursuant to Sections 2.3(a) and 2.3(b), as proposed by Seller and not disputed by Buyer in accordance with this Section 2.4. (b) Seller shall prepare and deliver to Buyer at least five Business Days before the Closing Date a statement (the “Working Capital Estimate” and, collectively Preliminary Settlement Statement”) setting forth Seller’s good faith estimate of each adjustment (including the calculation thereof) to be made in accordance with the Lock-Box Adjustment, the “Adjustment Amount Estimate”Sections 2.3(a) and 2.3(b). Such certificate shall be prepared by the Seller Buyer may dispute in good faith and be accompanied Seller’s estimate of the amount of such adjustments by reasonably detailed supporting documentation. Within five (5) delivery to Seller by written notice thereof within two Business Days after the delivery receipt of the Adjustment Amount Estimate by the such estimate. Buyer and Seller shall use commercially reasonable efforts to the Buyer, the Buyer may object resolve any such dispute in good faith writing prior to the Adjustment Amount Estimate in writingClosing. If the any such disputed amounts are not resolved by mutual written agreement of Buyer objects to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so and Seller prior to the Closing Date Closing, (or if the Buyer does not object to the Adjustment Amount Estimate), the Purchase Price shall be adjusted at Closing by the amount of the Adjustment Amount Estimate not in dispute. The i) such disputed portion amounts shall be resolved in accordance with Section 2.4(c)(i) and (ii) Closing shall occur with payment of the Closing Purchase Price less the amount of such disputed item or items (but only to the extent of dispute); provided, however, that Title Defects shall be addressed as set forth in Section 2.3(b)(iv). (c) After Closing, and regardless of whether Seller or Buyer proposed or disputed such adjustments pursuant to Section 2.4(b), the Closing Purchase Price shall be subject to further adjustment pursuant to this Section 2.4(c). (i) On or before the 90th day after Closing, Seller shall prepare and deliver to Buyer, a statement (the “Final Settlement Statement”) setting forth Seller’s calculation of the final adjustments described in Sections 2.3(a) and 2.3(b) and showing the calculation of such adjustments, including any items that may have been disputed by the parties but unresolved prior to Closing in accordance with Section 2.4(b). Within 30 days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Final Settlement Statement and the reasons for those changes. The parties shall attempt to agree to the amounts due pursuant to such adjustments, including any amounts disputed under Section 2.4(b) and not resolved prior to Closing, no later than 30 days after Buyer’s receipt of the Final Settlement Statement. The date upon which such agreement is reached shall be herein called the “Final Settlement Date.” Within five Business Days from the Final Settlement Date, the party owing any undisputed amount for additional adjustments shall wire such amount in cash, in immediately available funds to the other party. (ii) If Seller and Buyer are unable to agree upon the Final Settlement Statement by the 30th day after Buyer’s receipt of same, Ernst & Young LLP (or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing) (the “Referral Firm”) shall review the Final Settlement Statement and the records relating to the Leases and determine the final adjustments, other than adjustments determined under the mechanism regarding Title Defects set forth in Exhibit A. With respect to any matters under this Agreement to be resolved by the Referral Firm, neither the Referral Firm nor any Person employed by the Referral Firm will interpret the provisions of this Agreement unless otherwise agreed by Seller and Buyer in writing. With respect to any matters for which interpretation of this Agreement is required, and for which Buyer and Seller cannot agree on such interpretation, such matter shall be submitted to arbitration in a similar manner as set forth in Exhibit A, paragraph 11 regarding Title Defect disputes and the Referral Firm shall decide all other matters specified in this Section 2.3(c2.4(c)(ii) and paid subsequently determine the matters for which interpretation was required, based upon the results of said determination after same has become final. The decision of the Referral Firm shall be binding on Buyer and Seller, and the fees and expenses of the Referral Firm shall be borne one-half each by Buyer and Seller. The Referral Firm shall deliver its final calculation of the Purchase Price in writing to Buyer and Seller as part soon as is practicable, and the parties shall pay and receive the final adjustment amount by wire transfer of cash in immediately available funds, no later than the 5th business day following the paying party’s receipt from the Referral Firm of the final Purchase Price determination, notwithstanding any ongoing dispute, if any, regarding Title Defects. (iii) The parties will, and will cause their representatives to, reasonably cooperate and assist in the preparation of the Final StatementSettlement Statement and the conduct of the reviews and audits referred to in this Section 2.4, including but not limited to making available books, records and personnel as necessary or appropriate.

Determination of Purchase Price. (a) At least ten No later than five (105) Business Days prior to the Closing Date, the Seller shall will prepare and deliver to the Buyer a certificate setting forth an good faith estimate of the Purchase Price, which shall include the 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 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 Purchase Price shall prevail. The amount of Seller’s estimate of the Purchase Price (or the estimate of the Purchase Price to which the Parties agree) (the “Closing Payment Amount”) shall be paid to Seller at the Closing. (b) Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a revised calculation of the Lock-Box AdjustmentPurchase Price, if anycalculated in good faith in accordance with Appendix A, along together with any worksheets and supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, (the “Working Capital Estimate” and, collectively with the LockPost-Box Adjustment, the “Closing Adjustment Amount EstimateStatement”). Such certificate Seller agrees that Buyer shall be prepared 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 Buyer with access to its books, records, information, and employees as 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 Seller 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 thirty (30) days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with respect to matters set 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 accompanied 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) and Seller and Buyer are unable to reach a resolution with respect to all disputed items within thirty (30) days of delivery of the Adjustment Dispute Notice, Seller and Buyer 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 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 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 reasonably detailed supporting documentation. Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts initially submitted to the Independent Accounting Firm. (e) Within five (5) Business Days after days following the delivery final determination of the Adjustment Amount Estimate by the Seller Purchase Price pursuant to the BuyerSection 3.2(c) 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 may object in good faith will pay the difference to Seller; or (ii) if the Adjustment Amount Estimate in writingFinal Purchase Price is less than the Closing Payment Amount, Seller will pay the difference to Buyer. If Any amount paid under this Section 3.2(e) will be paid with interest for the Buyer objects to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so prior to period commencing on the Closing Date (or if through the Buyer does not object 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 Adjustment Amount Estimate), account specified by the Party receiving payment. Neither the determination of the Final Purchase Price nor any payment thereof shall be adjusted at Closing by the amount of the Adjustment Amount Estimate not deemed to waive or limit in dispute. The disputed portion shall be resolved any respect any representation or warranty or rights in accordance with the provisions of Section 2.3(c) and paid as part of any Final Statementrespect thereof under this Agreement.