Common use of Determination of the Final Purchase Price Clause in Contracts

Determination of the Final Purchase Price. (1) As soon as practicable, but no later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Equityholder Representative, Parent’s good faith proposed calculation of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Indebtedness, (D) the amount of Unpaid Transaction Expenses, (E) the Pre-Closing Distributable Earnings and (F) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Parent shall prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. If Parent fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, at the election of the Equityholder Representative in its sole discretion, either (x) the Actual Adjustment shall be conclusively deemed to equal zero, (y) Parent shall deliver such Proposed Closing Date Calculation(s) within a later time period specified by the Equityholder Representative (it being understood that the last sentence of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails to timely deliver any Proposed Closing Date Calculations) or (z) upon five (5) Business Days advance written notice to Parent, the Equityholder Representative shall retain an independent accounting firm of national reputation to provide an audit or other review of the Group Companies’ books and records, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.8(e), the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Equityholder Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.8(e)(ii).

Determination of the Final Purchase Price. (1a) As soon as practicable, but no later than ninety (90) Within 60 calendar days after the Closing DateClosing, Parent Buyer shall prepare and deliver to the Equityholder Representative, Parent’s good faith proposed calculation Seller a final determination of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Indebtedness, (D) the amount of Unpaid Transaction Expenses, (E) the Pre-Closing Distributable Earnings and (F) the Purchase Price, andincluding a statement (the “Preliminary Statement”) setting forth in reasonable detail Buyer’s calculation of the final Purchase Price (including the Purchase Price Adjustment) and the amounts owed to Seller or Buyer, in each caseif any, and as applicable, as a result thereof, together with Buyer’s calculation of the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence Working Capital Amount, which such calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Parent shall prepare the Proposed Closing Date Calculations in Calculation”, and further including a manner consistent with the Accounting Principles. If Parent fails to timely deliver any detailed listing of the Proposed Closing Date Calculations items and amounts included in the calculation of each of the items included in the Purchase Price Adjustment, including the Working Capital Amount used to calculate the Purchase Price Adjustment and such schedules and data as may be appropriate to support such determinations. The Purchase Price, Purchase Price Adjustment and Working Capital Amount shall be calculated in accordance with GAAP. The Preliminary Statement will be prepared in good faith and in accordance with this Agreement and the foregoing, then, at the election Books and Records of the Equityholder Representative Business, and will be accompanied by a certificate of an officer of Buyer certifying that the Preliminary Statement was prepared in its sole discretion, either (x) accordance with this Section 1.6(a). The Preliminary Statement as finally modified pursuant to this Section 1.6 to become the Actual final statement of the Purchase Price Adjustment is referred to herein as the “Final Statement”. Seller shall be conclusively deemed entitled to equal zeroreview any working papers, (y) Parent trial balances and similar materials or such other information as Seller may reasonably request relating to the Preliminary Statement prepared by Buyer, and Buyer shall deliver such Proposed Closing Date Calculation(s) within a later time period specified by the Equityholder Representative (it being understood that the last sentence make any representatives of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails Buyer available to timely deliver any Proposed Closing Date Calculations) or (z) upon five (5) Business Days advance written notice to Parent, the Equityholder Representative shall retain an independent accounting firm of national reputation Seller to provide an audit or other such assistance to Seller as may be reasonably requested in connection with the Seller’s review of the Group Companies’ books and records, review the calculation Preliminary Statement. If Buyer or its representatives take a physical inventory of the Estimated Purchase Price and make Business (or any adjustments necessary thereto consistent portion thereof) prior to Buyer’s delivery of the Preliminary Statement, Buyer or its representatives will adjust, in consultation with the provisions of this Section 2.8(e)Seller, the determination results of any such physical inventory such that transactions (including transactions such as sales of goods and services, purchases of raw materials and the conversion of inventory into accounts receivable) after the Closing are not reflected in the inventory count. Buyer will notify Seller of such accounting firm being conclusive physical inventory (including the date and binding on time of such physical inventory) at least ten Business Days prior to the Parties; provided, however, that count and Seller or its representatives will have the Equityholder Representative reserves any and all other rights granted option to it in this Agreementattend. The engagement fees valuation of any such accounting firm shall physical inventory will be borne as set forth calculated in Section 2.8(e)(ii)accordance with GAAP for the purposes of determining the Working Capital Amount.

Determination of the Final Purchase Price. (1a) As soon The Purchase Price has been estimated as practicable, but no later than ninety (90) days after provided in and Sections 1.1 and 2.1. The Parties intend that the Closing Date, Parent Purchase Price shall be finalized as provided in this Section 2.2. The Buyer shall prepare and deliver to the Equityholder Representative, Parent’s good faith proposed calculation Sellers’ Representative within seventy five (75) days after the Closing Date (i) the balance sheet of each the Company as of the Closing Date (the “Proposed Closing Date Balance Sheet”) together with any supporting documents as Sellers’ Representative may reasonably request and (ii) calculations of (Aa) the Net Working Capital (and the related Net Working Capital Adjustment, if any)Proposed Debt, (Bb) the amount of Cash Proposed Change in Net Stockholders’ Equity Amount (all collectively referred to herein as the “Proposed Closing Date Financial Statements”) and Cash Equivalents, (Cc) the amount of final Purchase Price as proposed by the Buyer (the “Proposed Purchase Price”). The Proposed Closing Date Indebtedness, (D) Financial Statements shall be prepared by the amount of Unpaid Transaction Expenses, (E) the Pre-Closing Distributable Earnings and (F) the Purchase Price, and, Acquired Companies in each case, the components thereof accordance with GAAP and in a manner consistent with the definitions thereofGAAP accounting principles set forth on Schedule 2.2(a); provided however, that the proposed Closing Date Financial Statements shall not reflect any losses, expenses or reserves attributable to any Wind Holdback Event to the extent the Buyer is entitled to recover such losses, expense or reserves from the Wind Holdback Amount. The proposed calculations described in Parties shall ensure that the previous sentence shall collectively be referred to herein from time to time as employees of the “Proposed Closing Date Calculations.” Parent shall prepare Acquired Companies responsible for and knowledgeable about the information used in, and the preparation of, the Proposed Closing Date Calculations in a manner consistent with Financial Statements and the Accounting Principles. If Parent fails calculation of the Proposed Purchase Price are reasonably available to timely deliver any the Sellers’ Representative for consultation after delivery of the Proposed Closing Date Calculations in accordance with Financial Statements and the foregoing, then, at the election Proposed Purchase Price calculation. Within ten (10) days after its receipt of the Equityholder Representative in its sole discretion, either (x) the Actual Adjustment shall be conclusively deemed to equal zero, (y) Parent shall deliver such Proposed Closing Date Calculation(s) within Financial Statements, the Seller’s Representative may request that the Buyer cause the Acquired Companies to provide or provide access to the Sellers’ Representative on a later time period specified timely basis all books and records and other information reasonably requested by the Equityholder Seller’s Representative (it being understood that used by the last sentence of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails to timely deliver any Acquired Companies in calculating the Proposed Closing Date CalculationsFinancial Statements and the Proposed Purchase Price. The Buyer shall cause the Acquired Companies to comply with such request within ten (10) or days after the Seller’s Representative’s request. The Proposed Purchase Price shall be deemed final and binding upon the Sellers and the Buyer for all purposes of this Agreement, except to the extent that the Sellers’ Representative delivers a written objection notice to the Buyer (zthe “Seller’s Objection Notice”) upon within seventy-five (575) Business Days advance written notice days after the date the Sellers’ Representative receives the Proposed Closing Date Financial Statements. Seller’s Objection Notice shall set forth an explanation of each item to Parentwhich the Sellers’ Representative takes exception, specifies in reasonable detail the Equityholder Representative shall retain an independent accounting firm nature and extent of national reputation to provide an audit or other review of each exception and provides the Group CompaniesSellers’ books and records, review the Representative’s calculation of the Estimated final Purchase Price as proposed by the Sellers’ Representative. If the Buyer disputes the Sellers’ Representative’s exceptions, then the Buyer and the Sellers’ Representative will negotiate in good faith to resolve such dispute and (i) the Sellers’ Representative shall make any adjustments necessary thereto consistent with its employees and advisors responsible for and knowledgeable about the provisions of this Section 2.8(e)information used in, and the preparation of, the determination of such accounting firm being conclusive Seller’s Objection Notice reasonably available thereafter to the Buyer and binding (ii) Sellers’ Representative shall provide or provide access to the Buyer on a timely basis all books and records and other information reasonably requested by the Parties; provided, however, that by the Equityholder Representative reserves any and all other rights granted to it Buyer used in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.8(e)(ii)calculating the Seller’s Objection Notice.

Determination of the Final Purchase Price. (1i) As soon as practicable, but no later than ninety (90) days [***] after the Closing Date, Parent Buyer shall prepare and deliver to the Equityholder RepresentativeSeller, ParentBuyer’s good faith (A) proposed calculation of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) proposed calculation of the amount of Cash and Cash Equivalents, (C) proposed calculation of the amount of Closing Date Indebtedness, (D) proposed calculation of the amount of Unpaid Transaction Seller Expenses, and (E) the Pre-Closing Distributable Earnings and (F) proposed calculation of the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Parent shall ”. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. If Parent Buyer fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, at the election of the Equityholder Representative Seller in its sole discretion, either (xi) the Actual Adjustment shall be conclusively deemed to equal zero, (y) Parent shall deliver such Proposed Closing Date Calculation(s) within a later time period specified by the Equityholder Representative (it being understood that the last sentence of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails to timely deliver any Proposed Closing Date Calculations) zero or (zii) upon five (5) Business Days advance written notice to Parent, the Equityholder Representative shall Seller may retain an independent accounting firm of national reputation to provide an audit or other review of the Group Companies’ books and recordsbooks, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.8(e2.4(b), the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Equityholder Representative Seller reserves any and all other rights granted to it in this Agreement. The associated engagement fees for such independent accounting firm retained by Seller shall initially be borne by Buyer; provided that such fees shall ultimately be borne by Seller and Buyer in the same proportion as the aggregate amount of the disputed items that is unsuccessfully disputed by each such Party (as determined by the independent accounting firm) bears to the total amount of the disputed items submitted to the independent accounting firm. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the independent accounting firm shall be borne as set forth in Section 2.8(e)(ii)by the Party incurring such cost and expense.

Determination of the Final Purchase Price. (1i) As soon as practicable, but no later than ninety (90) 90 days after the Closing Date, Parent shall prepare and deliver to the Equityholder Representative, Parent’s good faith Representative (A) a proposed calculation of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any)Capital, (B) a proposed calculation of the amount of Cash and Cash Equivalents, (C) a proposed calculation of the amount of Closing Date Funded Indebtedness, (D) a proposed calculation of the amount of Unpaid Transaction Expenses, Company Expenses and (E) the Pre-Closing Distributable Earnings and (F) a proposed calculation of the Purchase Price, and, in the case of each caseof (A) through (E), the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” ”. The Proposed Closing Date Calculations shall be accompanied by a certificate signed by an authorized officer of Parent shall prepare certifying that the information set forth in the Proposed Closing Date Calculations was calculated in a manner consistent good faith in accordance with this Agreement. Notwithstanding anything to the Accounting Principles. If contrary set forth herein, if Parent fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoingCalculations, then, at the election of the Equityholder Representative in its sole discretionRepresentative, either either: (x) the Actual Adjustment shall be conclusively deemed to equal zero, ; or (y) Parent shall deliver such Proposed Closing Date Calculation(s) within a later time period specified by the Equityholder Representative (it being understood that the last sentence of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails to timely deliver any Proposed Closing Date Calculations) or (z) upon five (5) Business Days advance written notice to Parent, the Equityholder Representative shall retain an a nationally or regionally recognized independent accounting firm of national reputation to provide an audit or other review of the Group Companies’ books and records, review the calculation of the amount of Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness and Company Expenses used for the Estimated Purchase Price Calculations and make any adjustments necessary thereto to make such amounts consistent with the provisions of this Section 2.8(e2.9(b) (provided that such accounting firm may only make adjustments based on noncompliance with the standards set forth in this Agreement for the determination of the Purchase Price), the determination of such accounting firm being conclusive and binding on the Parties; provided. In the event of such failure to timely deliver the Proposed Closing Date Calculations, howeverthe Surviving Entity shall, that the Equityholder Representative reserves any and shall cause each of its Subsidiaries to, make its financial records reasonably available to such accounting firm in connection with its services and all other rights granted to it in this Agreement. The engagement fees and expenses of such accounting firm shall be borne as set forth in Section 2.8(e)(ii)paid by Parent.

Determination of the Final Purchase Price. (1i) As soon as practicable, but no later than ninety (90) 55 days after the Closing Date, Parent Buyer shall prepare and deliver to the Equityholder RepresentativeSeller, ParentBuyer’s good faith (A) proposed calculation of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) proposed calculation of the amount of Cash and Cash Equivalents, (C) proposed calculation of the amount of Closing Date Indebtedness, (D) proposed calculation of the amount of Unpaid Transaction Seller Expenses, (E) proposed calculation of the Pre-Closing Distributable Earnings Tax Benefit Amount, and (F) proposed calculation of the Purchase Price, and, in each case, the components thereof and calculated in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Parent shall ”. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles, and, except with respect to any changes required by an underlying material change in facts or circumstances, Buyer shall not make any changes to the assumptions underlying the Accounting Principles (including levels of reserves used by the Group Companies with respect thereto). If Parent Buyer fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, Seller shall have the right to retain (at the election expense of the Equityholder Representative in its sole discretion, either (xBuyer) the Actual Adjustment shall be conclusively deemed to equal zero, (y) Parent shall deliver such Proposed Closing Date Calculation(s) within a later time period specified by the Equityholder Representative (it being understood that the last sentence of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails to timely deliver any Proposed Closing Date Calculations) or (z) upon five (5) Business Days advance written notice to Parent, the Equityholder Representative shall retain an independent accounting firm of national reputation Accounting Firm to provide an audit or other review of the Group Companies’ books and recordsbooks, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.8(e2.4(b), the determination of such accounting firm the Accounting Firm being conclusive and binding on the Parties; provided, however, that the Equityholder Representative Seller reserves any and all other rights granted to it in this Agreement. The engagement fees Within three Business Days of such accounting firm the delivery by Buyer of the Proposed Closing Date Calculations, the Parties shall be borne as set forth deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the excess, if any, of the Adjustment Escrow Funds over the difference between (x) the Estimated Purchase Price and (y) the proposed calculation of the Purchase Price proposed by Buyer in Section 2.8(e)(ii)the Proposed Closing Date Calculations.