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

Determination of the Final Purchase Price. (a) Within forty five (45) calendar days after the Closing, the Buyer shall prepare and deliver to the Sellers a final determination of the Purchase Price, including a final determination of the Working Capital Amount, the Purchase Price Adjustment, the Closing Cash, the Closing Indebtedness and the Transaction Expenses (the “Final Statement”), and further including such schedules and data as may be appropriate to support such determinations. When making such determinations, the Buyer shall use the accounting and financial principles, practices, methodologies and policies historically used by the Sellers (and/or their Affiliates) with respect to the Target Companies and used in the preparation of the example calculation of the “Adjusted Net Working Capital” attached hereto as Exhibit 2.2. The Sellers shall be entitled to review any working papers, trial balances and similar materials relating to the Final Statement prepared by the Buyer, and the Buyer shall make any Representatives of the Buyer available to the Sellers to provide assistance to the Sellers as may be reasonably requested in connection with the Sellers’ review of the Final Statement. (b) Within forty-five (45) calendar days after receipt of the Final Statement from the Buyer, the Sellers must notify the Buyer of any objections to the Buyer’s determination of the final Purchase Price, including the final determinations of the Working Capital Amount, the Purchase Price Adjustment, the Closing Cash, the Closing Indebtedness and/or the Transaction Expenses, and the basis for such disagreements. In the event that the Sellers do not notify the Buyer, within forty-five (45) calendar days after receipt of the Final Statement, that the Sellers have any objections to such Final Statement or the Buyer’s determination of the final Purchase Price, including the final determinations of the Working Capital Amount, the Purchase Price Adjustment, the Closing Cash, the Closing Indebtedness and/or the Transaction Expenses, then the final Purchase Price, including the Working Capital Amount, the Purchase Price Adjustment, the Closing Cash,

Determination of the Final Purchase Price. (ai) Within forty five (45) calendar No later than 60 days after the ClosingClosing Date, the Buyer shall prepare and deliver to Seller a statement (the Sellers “Proposed Final Purchase Price Statement”) consisting of (x) a balance sheet of the Company as of the Closing Date but without giving effect to the Closing, prepared in good faith in accordance with the Accounting Principles and include the line items specified in Section 2.2 of the Company Disclosure Letter (the “Closing Balance Sheet”) and (y) a proposed calculation in reasonable detail of the Purchase Price (the “Proposed Final Purchase Price”). (ii) If Seller does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer within 30 days after receiving the Proposed Final Purchase Price Statement, the parties hereto agree that the Proposed Final Purchase Price Statement shall become final, binding and conclusive upon the parties. If Seller gives a Purchase Price Dispute Notice to Buyer (the items and amounts in dispute, the “Disputed Purchase Price Items”) within such 30-day period, Seller and Buyer shall use reasonable efforts to resolve the Disputed Purchase Price Items during the 30-day period commencing on the date Buyer receives such Purchase Price Dispute Notice from Seller. If the parties reach agreement with respect to any Disputed Purchase Price Items within such 30-day period, Buyer shall revise the Proposed Final Purchase Price Statement to reflect such agreement. If Seller and Buyer do not obtain a final written resolution of all Disputed Purchase Price Items within such 30-day period, then the unresolved Disputed Purchase Price Items (the “Unresolved Purchase Price Items”) shall be submitted immediately to an office of PricewaterhouseCoopers LLP that is not in New York or Ohio but in a city in which PricewaterhouseCoopers LLP has a substantial presence (the “Accounting Firm”). The Accounting Firm shall be required to render a determination regarding the Unresolved Purchase Price Items within 30 days after referral of the matter to the Accounting Firm, or as soon as practicable thereafter, which determination must be in accordance with the terms of this Agreement and in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Purchase PriceAccounting Firm shall be conclusive and binding upon Seller, including a final Buyer and the Company absent manifest error, and judgment may be entered upon the determination of the Working Capital Amount, Accounting Firm in any court having jurisdiction over the Purchase Price Adjustment, the Closing Cash, the Closing Indebtedness and the Transaction Expenses (the “Final Statement”), and further including party against which such schedules and data as may determination is to be appropriate to support such determinations. When making such determinations, the Buyer shall use the accounting and financial principles, practices, methodologies and policies historically used by the Sellers (and/or their Affiliates) with respect to the Target Companies and used in the preparation of the example calculation of the “Adjusted Net Working Capital” attached hereto as Exhibit 2.2. The Sellers shall be entitled to review any working papers, trial balances and similar materials relating to the Final Statement prepared by the Buyer, and the Buyer shall make any Representatives of the Buyer available to the Sellers to provide assistance to the Sellers as may be reasonably requested in connection with the Sellers’ review of the Final Statementenforced. (biii) Within forty-five (45) calendar days after receipt of the Final Statement from the Buyer, the Sellers must notify the Buyer of any objections The Accounting Firm shall be required to make a determination with respect only to the BuyerUnresolved Purchase Price Items, and in a manner consistent with this Section 2.2 and Accounting Principles, and in no event shall the Accounting Firm’s determination of Unresolved Purchase Price Items be for an amount outside the final Purchase Price, including the final determinations range of the Working Capital Amount, parties’ disagreement. Each party shall use its reasonable best efforts to furnish to the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Purchase Price Adjustment, Items as the Closing Cash, Accounting Firm may request. (iv) Buyer shall revise the Closing Indebtedness and/or Proposed Final Purchase Price Statement to reflect the Transaction Expenses, and the basis for such disagreements. In the event that the Sellers do not notify the Buyer, within forty-five (45) calendar days after receipt of the Final Statement, that the Sellers have any objections to such Final Statement or the Buyer’s determination of the final Accounting Firm pursuant to this Section 2.2(c). The “Final Purchase Price, including ” means the final determinations of the Working Capital Amount, the Proposed Final Purchase Price Adjustment, the Closing Cash, the Closing Indebtedness and/or the Transaction Expenses, then the final Purchase Price, including the Working Capital Amount, the Purchase Price Adjustment, the Closing Cash,as revised pursuant to this Section 2.2(c).