Common use of Estimated Adjustment Amount and Post-Closing Final Adjustment Amount Clause in Contracts

Estimated Adjustment Amount and Post-Closing Final Adjustment Amount. (a) Not later than 3 Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a preliminary settlement statement (the “Preliminary Settlement Statement”), which shall include a calculation and good faith estimate of the Adjustment Amount prepared in accordance with the principles set forth on Exhibit A (such estimated amount, the “Estimated Adjustment Amount”), together with a reasonably detailed explanation and supporting detail of the calculation thereof. If Buyer disputes any amounts or adjustments set forth in the Preliminary Settlement Statement, Buyer and Seller will reasonably negotiate in good faith to resolve any such dispute by the Closing Date. If the Parties cannot resolve the dispute by the Closing Date, then the Estimated Adjustment Amount initially proposed by Seller, or such other amount as the Parties may mutually agree, will be used for purposes of calculating the Closing Amount. Pursuant to Section 2.2(a), the Estimated Adjustment Amount is included in the calculation of the Closing Amount. (b) Not later than the 90th day following the Closing Date, Buyer will prepare and deliver to Seller a statement (the “Post-Closing Statement”) setting forth the calculation of the final Adjustment Amount (the “Final Adjustment Amount”), together with a reasonably detailed explanation and supporting detail of the calculation thereof. Buyer will provide to Seller such additional data and information as Seller may reasonably request to verify the amounts reflected on the Post-Closing Statement. Not later than the 30th day following receipt of the Post-Closing Statement hereunder, Seller may deliver to Buyer a written notice (an “Adjustment Notice”) containing any changes Seller proposes to be made in the Post-Closing Statement. If Seller does not deliver to Buyer an Adjustment Notice within such 30 day period, then Seller will be deemed to have irrevocably accepted and agreed to all items in the Post-Closing Statement. If Seller does timely deliver to Buyer an Adjustment Notice, then Seller will be deemed to have accepted and agreed to all items in the Post-Closing Statement, other than such matters that are specifically disputed with reasonable supporting explanation in such Adjustment Notice. The Parties will negotiate in good faith to agree on the Final Adjustment Amount no later than 30 days after delivery of any Adjustment Notice in accordance with the foregoing. (c) If an Adjustment Notice is timely delivered to Buyer in accordance with Section 2.3(b) and the Final Adjustment Amount is mutually agreed upon in writing by Seller and Buyer during such 30 day period, then the Final Adjustment Amount as so agreed will be considered conclusive and binding on the Parties. (d) If an Adjustment Notice is timely delivered to Buyer in accordance with Section 2.3(b) and the Final Adjustment Amount is not mutually agreed upon by Seller and Buyer during such 30 day period, then KPMG LLP (the “Accountant”) will be engaged by the Parties to resolve any disagreements. If such accounting firm does not agree to serve as the Accountant within 10 days after written request from the Parties to serve, then the Parties will mutually select and engage an alternative internationally recognized accounting firm, or if the Parties are unable to agree upon such firm or such firm declines to serve as the Accountant, then either Party may request that the American Arbitration Association select the Accountant, and the Parties will engage such Accountant. In connection with the engagement of the Accountant, each Party will execute such engagement, indemnity and other agreements as the Accountant and the American Arbitration Association may reasonably require as a condition to such engagement. The Accountant will determine as promptly as practicable, but in any event within 30 days after the selection of the Accountant, based solely on (A) a written submission provided by each of Buyer and Seller to the Accountant within 10 days following the Accountant’s selection (and without independent investigation on the part of the Accountant) and (B) the terms and provisions of this Agreement, whether the Post-Closing Statement requires adjustment. In resolving such dispute, the Accountant will act as an expert and not an arbitrator and will resolve such dispute by selecting either the position submitted by Seller or the position submitted by Buyer, in either case, to the Accountant pursuant to this Section 2.3(d). The Accountant may not award damages or penalties. Each Party will bear its own legal fees and other costs of presenting its case to the Accountant. The fees and expenses of the Accountant and the American Arbitration Association incurred in resolving such disputed matters shall be paid by the Party whose position is not selected by the Accountant in accordance with this Section 2.3(d). The determination of the Accountant with respect to such dispute will be final, conclusive and binding on the Parties. The date on which the Final Adjustment Amount is finally determined in accordance with Section 2.3 is referred to as the “Determination Date.” (e) Any difference between (i) the Estimated Adjustment Amount used to calculate the Closing Amount and (ii) the Final Adjustment Amount as determined on the Determination Date will be paid by the owing Party to the owed Party within 5 Business Days of the Determination Date by way of wire transfer of immediately available funds in accordance with Section 2.3(f). For example, if the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then Buyer (as the owing Party) will pay to Seller the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount, and if the Final Adjustment Amount is less than the Estimated Adjustment Amount, then Seller (as the owing Party) will pay to Buyer the difference in Dollars between the Estimated Adjustment Amount and the Final Adjustment Amount. Buyer, at its option, on written notice to Seller, shall be permitted to set off any amounts Seller is required to pay to Buyer pursuant to this Section 2.3(e) against the Subsequent Payment. (f) All payments made, or to be made, under this Agreement by one Party to the other Party will be made by electronic transfer of immediately available funds to the receiving Party’s account set forth on Schedule 2.3(f), or to such other bank and account as may be specified by the receiving Party in writing to the paying Party.

Estimated Adjustment Amount and Post-Closing Final Adjustment Amount. (a) Not later than 3 three Business Days prior to the Closing Date, Seller the Company will prepare and deliver to Buyer a preliminary settlement statement (the “Preliminary Settlement Statement”), which shall include a calculation and good faith estimate of the Adjustment Amount prepared in accordance with the principles set forth on Exhibit A (such estimated amount, the “Estimated Adjustment Amount”), together with a reasonably detailed explanation and supporting detail of the calculation thereof. If Buyer disputes any amounts or adjustments set forth in the Preliminary Settlement Statement, Buyer and Seller will reasonably negotiate in good faith to resolve any such dispute by the Closing Date. If the Parties cannot resolve the dispute by the Closing Date, then the The Estimated Adjustment Amount initially proposed by Seller, or such other amount as the Parties may mutually agree, will be used for purposes of calculating the Closing Amount. Pursuant Purchase Price to Section 2.2(a)be delivered at Closing, the Estimated Adjustment Amount is included in the calculation of including the Closing AmountAmount and shall be subject to further adjustment pursuant to the provisions of Section 2.3(b). (b) Not later than the 90th 60th day following the Closing Date, Buyer will shall cause the Company to prepare and deliver to Seller the Sellers a statement (the “Post-Closing Statement”) setting forth the calculation of the final Adjustment Amount (the “Final Adjustment Amount”), together . The Post-Closing Statement shall be prepared in accordance with a reasonably detailed explanation the principles set forth on Exhibit A. Buyer and supporting detail of the calculation thereof. Buyer Company will provide to Seller the Sellers such additional data and information as Seller the Sellers may reasonably request to verify the amounts reflected on the Post-Closing Statement. Not later than the 30th day following receipt of the Post-Closing Statement hereunder, either Seller may deliver to Buyer and the Company a written notice (an “Adjustment Notice”) containing any changes such Seller proposes to be made in the Post-Closing Statement, together with reasonable supporting explanation for such changes. If neither Seller does not deliver delivers to Buyer and the Company an Adjustment Notice within such 30 day period, then Seller the Sellers will be deemed to have irrevocably accepted and agreed to all items in the Post-Closing Statement, and the Final Adjustment Amount set forth therein will be considered final, conclusive and binding on the Parties. If either Seller does or both Sellers timely deliver to Buyer and the Company an Adjustment Notice, then Seller will be deemed to have accepted and agreed to all items in the Post-Closing Statement, other than such matters that are specifically disputed with reasonable supporting explanation in such Adjustment NoticeNotice or Adjustment Notices, shall be deemed to be accepted and agreed to by the Sellers. The Parties will negotiate in good faith to agree on the Final Adjustment Amount no later than 30 days after delivery of any Adjustment Notice in accordance with the foregoingforegoing (such 30 day period, the “Resolution Period”). (c) If an Adjustment Notice is timely delivered to Buyer in accordance with Section 2.3(b) and the Final Adjustment Amount is mutually agreed upon in writing by Seller and Buyer the Parties during such 30 day periodResolution Period, then the Final Adjustment Amount as so agreed will be considered final, conclusive and binding on the Parties. (d) If an Adjustment Notice is timely delivered to Buyer and the Company in accordance with Section 2.3(b) and the Final Adjustment Amount is not mutually agreed upon by Seller and Buyer the Parties during such 30 day periodResolution Period, then KPMG LLP an independent nationally recognized accounting firm mutually agreed upon by the Parties (the “Accountant”) will be engaged by the Parties to resolve any disagreementsremaining disagreements with respect to the Final Adjustment Amount. If such accounting firm does not agree to serve as the Accountant within 10 ten days after written request from the Parties to serve, then the Parties will mutually select and engage an alternative internationally independent nationally recognized accounting firm, or if the Parties are unable to agree upon such firm or such firm declines to serve as the Accountant, then either any Party may request that the American Arbitration Association select the Accountant, and the Parties will engage such Accountant. In connection with the engagement of the Accountant, each Party will execute such engagement, indemnity and other agreements as the Accountant and the American Arbitration Association may reasonably require as a condition to such engagement. The Accountant Each Party will determine as promptly as practicable, but in any event within 30 days after the selection of the Accountant, based solely on (A) a written submission provided by each of Buyer and Seller use reasonable efforts to cause the Accountant within 10 days following to render its decision as soon as practicable after such engagement, including by promptly complying with all reasonable requests by the Accountant’s selection (Accountant for information, books, records and without independent investigation on similar items. The Parties will instruct the part Accountant to make a determination of the Accountant) and (B) the terms and provisions of this Agreement, whether the Post-Closing Statement requires adjustmentadjustment (i) in writing, (ii) as promptly as practicable after the dispute has been referred to the Accountant (but in no event later than 30 days thereafter) and (iii) in accordance with this Agreement. The Parties agree to instruct the Accountant to consider only those items and amounts with respect to the calculation of the Final Adjustment Amount which the Parties are unable to resolve following expiration of the Resolution Period. In resolving any such disputedisputed item, the Accountant will act as an expert and may not an arbitrator and will resolve assign a value to any item greater than the greatest value for such dispute item claimed by selecting either a Party or less than the position submitted smallest value for such item claimed by Seller or the position submitted by Buyer, in either case, to the Accountant pursuant to this Section 2.3(d)a Party. The Accountant may not award damages or penalties. Each Party will bear its own legal fees and other costs of presenting its case to the Accountant. The fees and expenses of the Accountant and the American Arbitration Association incurred in resolving such disputed matters shall Accountants will be paid by the Party(ies) against whom a majority of the matters (based on dollar amounts) are determined. No Party whose position is not selected by will disclose to the Accountant, and the Accountant in accordance with this Section 2.3(d)will not consider for any purpose, any settlement discussions or settlement offer made by any Party. The Accountant’s determination of the Accountant with respect to such dispute disputed items will be final, conclusive and binding on upon each of the Parties. The date on which the Final Adjustment Amount is finally determined in accordance with Section 2.3 2.3(b), Section 2.3(c) or this Section 2.3(d), as applicable, is referred to as the “Determination Date.” (e) Any difference between (i) the Estimated Adjustment Amount used to calculate the Closing Amount and (ii) the Final Adjustment Amount as determined on the Determination Date will be paid by the owing Party to the owed Party within 5 Business Days of the Determination Date by way of wire transfer of immediately available funds in accordance with Section 2.3(f). For example, if If the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then Buyer (as the owing Party) will pay to Seller the Sellers, in accordance with their Pro Rata Percentages, the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount, and if . If the Final Adjustment Amount is less than the Estimated Adjustment Amount, then Seller (as the owing Party) will pay Sellers shall refund to Buyer an amount equal to the difference in Dollars between the Estimated Final Adjustment Amount and the Final Estimated Adjustment Amount. Buyer, at its option, on written notice to Seller, shall be permitted to set off any amounts Seller is required to pay to Buyer Any payments made pursuant to this Section 2.3(e) against shall be paid within five Business Days of the Subsequent PaymentDetermination Date in accordance with Section 2.3(f). (f) All payments made, or to be made, under this Agreement by one a Party to the other Party Party(ies) will be made by electronic transfer of immediately available funds to the receiving Party’s account set forth on Schedule 2.3(f), or to such other bank and account as may be specified by the receiving Party in writing to the paying Party.

Estimated Adjustment Amount and Post-Closing Final Adjustment Amount. (a) Not later than 3 five (5) Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a preliminary settlement statement substantially in the form of Exhibit B attached hereto (the “Preliminary Settlement Statement”), which shall include a calculation and good faith estimate of the Adjustment Amount (which may be positive or negative) prepared in accordance with the principles set forth on Exhibit A (such estimated amount, the “Estimated Adjustment Amount”), together with ) and attaching reasonable supporting documentation to enable a reasonably detailed explanation and supporting detail of the calculation thereofreview thereof by Xxxxx. If Buyer disputes any amounts or adjustments set forth in the Preliminary Settlement Statement, Buyer and Seller will reasonably negotiate in good faith to resolve any such dispute by the Closing Date. If the Parties cannot resolve the dispute by the Closing Date, then the Estimated Adjustment Amount initially proposed by Seller, or such other amount as the Parties may mutually agree, will be used for purposes of calculating the Closing Amount. Pursuant to Section 2.2(a)2.2, the Estimated Adjustment Amount is included in the calculation will constitute part of the Closing AmountAmount to be paid by Buyer to Seller at the Closing. For the avoidance of doubt, Xxxxx’s failure to object to the Preliminary Settlement Statement prior to the Closing shall in no event be deemed to constitute a final agreement on the items included therein, and Buyer shall in no event be precluded from disputing any such items following the Closing in accordance with this Agreement. (b) Not later than the 90th eightieth (80th) day following the Closing Date, Buyer will prepare and deliver to Seller a statement substantially in the form of Exhibit B attached hereto (the “Post-Post- Closing Statement”) ), and attaching reasonable supporting documentation to enable a review thereof by Seller, setting forth the calculation of the final Adjustment Amount prepared in accordance with the principles set forth on Exhibit A (the “Final Adjustment Amount”), together with a reasonably detailed explanation and supporting detail of the calculation thereof. If Buyer will provide does not deliver to Seller the Post-Closing Statement within such additional data eighty (80) day deadline, then Seller shall have the right to prepare and information as deliver the Post-Closing Statement within sixty (60) days following such deadline. If Seller may reasonably request elects to verify the amounts reflected on prepare the Post-Closing Statement. Not , (i) Seller shall deliver written notice to Buyer of its intent to do so not later than ten (10) days following such eighty (80) day deadline, (ii) Buyer shall, and shall cause the 30th day following receipt of Company Group to, provide Seller with reasonable access to the Records and such other documentation as may be reasonably necessary to prepare the Post-Closing Statement) and (iii) Buyer shall have the Seller’s dispute and objection rights pursuant to Section 2.3(c). If Buyer does not deliver to Seller the Post-Closing Statement hereunderwithin such eighty (80) day deadline (or, Seller may deliver to Buyer a written notice (an “Adjustment Notice”) containing any changes Seller proposes to be made in the Post-Closing Statement. If as applicable, Seller does not deliver to Buyer an Adjustment Notice (x) notice of its intent to deliver the Post-Closing Statement with such ten (10) day deadline or (y) the Post-Closing Statement within such 30 sixty (60) day perioddeadline), then Seller Buyer will be deemed to have irrevocably accepted and agreed to all items in the Post-Closing StatementPreliminary Settlement Statement and the Estimated Adjustment Amount, which shall be final, conclusive and binding on the Parties. If Seller Buyer does timely deliver to Buyer an Adjustment NoticeSeller a Post- Closing Statement, then Seller Buyer will be deemed to have accepted and agreed to all items in the Post-Closing StatementPreliminary Settlement Statement (as the same may be adjusted by mutual agreement as contemplated in Section 2.3(a) above), other than such matters that are specifically disputed with reasonable supporting explanation in such Adjustment NoticePost-Closing Statement. The Parties will negotiate Any items or changes not so specified in good faith to agree on the Final Adjustment Amount no later than 30 days after delivery of any Adjustment Notice in accordance with the foregoing. (c) If an Adjustment Notice is timely delivered to Buyer in accordance with Section 2.3(b) and the Final Adjustment Amount is mutually agreed upon in writing by Seller and Buyer during such 30 day period, then the Final Adjustment Amount as so agreed will be considered conclusive and binding on the Parties. (d) If an Adjustment Notice is timely delivered to Buyer in accordance with Section 2.3(b) and the Final Adjustment Amount is not mutually agreed upon by Seller and Buyer during such 30 day period, then KPMG LLP (the “Accountant”) will be engaged by the Parties to resolve any disagreements. If such accounting firm does not agree to serve as the Accountant within 10 days after written request from the Parties to serve, then the Parties will mutually select and engage an alternative internationally recognized accounting firm, or if the Parties are unable to agree upon such firm or such firm declines to serve as the Accountant, then either Party may request that the American Arbitration Association select the Accountant, and the Parties will engage such Accountant. In connection with the engagement of the Accountant, each Party will execute such engagement, indemnity and other agreements as the Accountant and the American Arbitration Association may reasonably require as a condition to such engagement. The Accountant will determine as promptly as practicable, but in any event within 30 days after the selection of the Accountant, based solely on (A) a written submission provided by each of Buyer and Seller to the Accountant within 10 days following the Accountant’s selection (and without independent investigation on the part of the Accountant) and (B) the terms and provisions of this Agreement, whether the Post-Closing Statement requires adjustment. In resolving such dispute, the Accountant will act as an expert and not an arbitrator and will resolve such dispute by selecting either the position submitted by Seller or the position submitted by Buyer, in either case, to the Accountant pursuant to this Section 2.3(d). The Accountant may not award damages or penalties. Each Party will bear its own legal fees and other costs of presenting its case to the Accountant. The fees and expenses of the Accountant and the American Arbitration Association incurred in resolving such disputed matters shall be paid by the Party whose position is not selected by the Accountant in accordance with this Section 2.3(d). The determination of the Accountant deemed forever waived, and Seller’s determinations with respect to all such dispute will elements of the Preliminary Settlement Statement (as the same may be adjusted by mutual agreement as contemplated in Section 2.3(a) above) that are not addressed specifically in the Post-Closing Statement shall prevail and shall be final, conclusive and binding on the Parties. The date on which the Final Adjustment Amount is finally determined in accordance with Section 2.3 is referred to as the “Determination Date.” (e) Any difference between (i) the Estimated Adjustment Amount used to calculate the Closing Amount and (ii) the Final Adjustment Amount as determined on the Determination Date will be paid by the owing Party to the owed Party within 5 Business Days of the Determination Date by way of wire transfer of immediately available funds in accordance with Section 2.3(f). For example, if the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then Buyer (as the owing Party) will pay to Seller the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount, and if the Final Adjustment Amount is less than the Estimated Adjustment Amount, then Seller (as the owing Party) will pay to Buyer the difference in Dollars between the Estimated Adjustment Amount and the Final Adjustment Amount. Buyer, at its option, on written notice to Seller, shall be permitted to set off any amounts Seller is required to pay to Buyer pursuant to this Section 2.3(e) against the Subsequent Payment. (f) All payments made, or to be made, under this Agreement by one Party to the other Party will be made by electronic transfer of immediately available funds to the receiving Party’s account set forth on Schedule 2.3(f), or to such other bank and account as may be specified by the receiving Party in writing to the paying Party.

Estimated Adjustment Amount and Post-Closing Final Adjustment Amount. (a) Not later than 3 three (3) Business Days prior to the Closing Date, the Seller will prepare and deliver to the Buyer a preliminary settlement statement in substantially the form attached hereto on Exhibit A (the “Preliminary Settlement Statement”), which shall include a calculation and good faith estimate of the Adjustment Amount and the Adjusted Purchase Price to be prepared in accordance with the principles set forth on Exhibit A (such estimated amount, the “Estimated Adjustment Amount”)) and such supporting evidence, together with a data and information as reasonably detailed explanation necessary to verify the amounts and supporting detail of adjustments reflected on the calculation thereofPreliminary Settlement Statement. If To the extent the Buyer disputes any amounts timely objects to the Estimated Adjustment Amount or adjustments the Adjusted Purchase Price set forth in the Preliminary Settlement StatementStatement (or any component thereof), the Buyer and the Seller will reasonably negotiate in good faith shall attempt to resolve their differences; provided that, if the Buyer and the Seller are unable to resolve any such dispute by the Closing Date. If the Parties cannot resolve the dispute by prior to the Closing Date, then then, subject to Section 2.3(b), the Seller’s good faith calculations as reflected in the Estimated Adjustment Amount initially proposed by Seller, or such other amount as the Parties may mutually agree, will be used and Adjusted Purchase Price shall control for purposes of calculating all payments to be made at the Closing AmountClosing. Pursuant To the extent the Parties resolve any of their differences prior to Section 2.2(a)the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Amount is included in the calculation Amount, Adjusted Purchase Price and Preliminary Settlement Statement that will control for purposes of the Closing Amountpayments to be made at the Closing. (b) Not later than the 90th day ninety (90) days following the Closing Date, the Buyer will shall prepare and deliver to the Seller a settlement statement in substantially the form attached hereto on Exhibit A (the “Post-Closing Statement”) setting forth the calculation of the final Adjustment Amount (the “Final Adjustment Amount”), together ) and the Adjusted Purchase Price. The Post-Closing Statement shall be prepared in accordance with a reasonably detailed explanation and supporting detail of the calculation thereof. principles set forth on Exhibit A. The Buyer will provide to the Seller such additional data and information as the Seller may reasonably request to verify the amounts reflected on the Post-Closing Statement. Not later than the 30th day thirty (30) days following receipt of the Post-Closing Statement hereunder, the Seller may deliver to the Buyer a written notice (an “Adjustment Notice”) containing any changes the Seller proposes to be made in the Post-Closing Statement, together with reasonable supporting explanation for such changes. If the Seller does not deliver to the Buyer an Adjustment Notice within such 30 30-day period, then the Seller will be deemed to have irrevocably accepted and agreed to all items in the Post-Closing Statement, and the Final Adjustment Amount set forth therein will, without limiting Buyer’s rights under Section 10.2(c), be considered final, conclusive and binding on the Parties. If the Seller does timely deliver to the Buyer an Adjustment Notice, then Seller will be deemed to have accepted and agreed to all items in the Post-Closing Statement, other than such matters that are specifically disputed with reasonable supporting explanation in such Adjustment Noticetherein, shall be deemed to be accepted and agreed to by the Seller. The Parties will negotiate in good faith to agree on the Final Adjustment Amount no later than 30 thirty (30) days after delivery of any Adjustment Notice in accordance with the foregoingforegoing (such 30-day period, the “Resolution Period”). (c) If an Adjustment Notice is timely delivered to the Buyer in accordance with Section 2.3(b) and the Final Adjustment Amount is mutually agreed upon in writing by Seller and Buyer the Parties during such 30 day periodResolution Period, then the Final Adjustment Amount as so agreed will will, without limiting Buyer’s rights under Section 10.2(c), be considered final, conclusive and binding on the Parties. (d) If an Adjustment Notice is timely delivered to the Buyer in accordance with Section 2.3(b) and the Final Adjustment Amount is not mutually agreed upon by Seller and Buyer the Parties during such 30 day periodResolution Period, then KPMG Xxxxx Xxxxxxxx LLP (the “Accountant”) will be engaged by the Parties to resolve any disagreementsremaining disagreements with respect to the Final Adjustment Amount. If such accounting firm does not agree to serve as the Accountant within 10 ten (10) days after written request from the Parties to serve, then the Parties will mutually select and engage an alternative internationally independent nationally recognized accounting firmfirm that has not acted or been engaged by any of the Parties or its Affiliates during the five (5) year period from such date of mutual selection or, or if the Parties are unable to agree upon such firm or such firm declines to serve as the Accountant, then either any Party may request that the American Arbitration Association select the Accountant, and the Parties will engage such Accountant. In connection with the engagement of the Accountant, each Party will execute such engagement, indemnity and other agreements as the Accountant and the American Arbitration Association may reasonably require as a condition to such engagement. The Accountant Each Party will determine as promptly as practicable, but in any event within 30 days after the selection of the Accountant, based solely on (A) a written submission provided by each of Buyer and Seller use reasonable efforts to cause the Accountant within 10 days following to render its decision as soon as practicable after such engagement, including by promptly complying with all reasonable requests by the Accountant’s selection (Accountant for information, books, records and without independent investigation on similar items. The Parties will instruct the part Accountant to make a determination of the Accountant) and (B) the terms and provisions of this Agreement, whether the Post-Closing Statement requires adjustmentadjustment (i) in writing, (ii) as promptly as practicable after the dispute has been referred to the Accountant and the Parties shall have submitted their position statements and briefing to the Accountant (but in no event later than thirty (30) days thereafter) and (iii) in accordance with this Agreement. The Parties agree to instruct the Accountant to consider only those items and amounts with respect to the calculation of the Final Adjustment Amount which the Parties are unable to resolve following expiration of the Resolution Period. In resolving any such disputedisputed item, the Accountant will act as an expert and may not an arbitrator and will resolve assign a value to any item greater than the greatest value for such dispute item claimed by selecting either a Party or less than the position submitted smallest value for such item claimed by Seller or the position submitted by Buyer, in either case, to the Accountant pursuant to this Section 2.3(d)a Party. The Accountant may not award damages or penalties. Each Party will bear its own legal fees and other The fees, costs of presenting its case to the Accountant. The fees and expenses of the Accountant shall be borne by the Buyer, on the one hand, and by the Seller, on the other, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Buyer claims that the Post-Closing Statement is $1,000 less than the amount determined by the Seller, and the American Arbitration Association incurred in resolving such disputed matters shall be paid Seller contests only $500 of the amount claimed by the Party whose position is not selected by Buyer, and if the Accountant in accordance with this Section 2.3(d)ultimately resolve the dispute by awarding the Buyer $300 of the $500 contested, then the costs and expenses of the Accountant will be allocated 60% (i.e., 300/500) to the Seller and 40% (i.e., 200/500) to the Buyer. No Party will disclose to the Accountant, and the Accountant will not consider for any purpose, any settlement discussions or settlement offer made by any Party. The Accountant’s determination of the Accountant with respect to such dispute will disputed items will, without limiting Buyer’s rights under Section 10.2(c), be final, conclusive and binding on upon each of the Parties. The date on which the Final Adjustment Amount is finally determined in accordance with Section 2.3 2.3(b), Section 2.3(c) or this Section 2.3(d), as applicable, is referred to as the “Determination Date.” (e) Any difference between (i) the Estimated Adjustment Amount used to calculate the Closing Amount and (ii) the Final Adjustment Amount as determined on the Determination Date will be paid by the owing Party to the owed Party within 5 Business Days of the Determination Date by way of wire transfer of immediately available funds in accordance with Section 2.3(f). For example, if If the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then the Buyer (as the owing Party) will pay to the Seller the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount, and if . If the Final Adjustment Amount is less than the Estimated Adjustment Amount, then the Seller (as the owing Party) will pay to the Buyer an amount equal to the difference in Dollars between the Estimated Final Adjustment Amount and the Final Estimated Adjustment Amount. Buyer, at its option, on written notice to Seller, shall be permitted to set off any amounts Seller is required to pay to Buyer Any payments made pursuant to this Section 2.3(e) against shall be paid within five (5) Business Days of the Subsequent PaymentDetermination Date in accordance with Section 2.3(f). (f) All payments made, or to be made, under this Agreement by one a Party to or on behalf of the other Party will be made by electronic transfer of immediately available funds to the receiving Party’s account set forth on Schedule 2.3(f), or to such other bank and account as may be specified by the receiving Party in writing to the paying Party.

Estimated Adjustment Amount and Post-Closing Final Adjustment Amount. (a) Not later than 3 three (3) Business Days prior to the Closing Date, the Seller will shall prepare and deliver to the Buyer a preliminary settlement statement in substantially the form attached hereto as Annex A-1 (the “Preliminary Settlement Statement”), which shall include a calculation and good faith estimate of the Adjustment Amount prepared in accordance with the principles set forth on Exhibit Annex A (such estimated amount, the “Estimated Adjustment Amount”), together with a reasonably detailed explanation and supporting detail of the calculation thereof. If Buyer disputes any amounts or adjustments set forth in the Preliminary Settlement Statement, Buyer and Seller will reasonably negotiate in good faith to resolve any such dispute by the Closing Date. If the Parties cannot resolve the dispute by the Closing Date, then the The Estimated Adjustment Amount initially proposed by Seller, or such other amount as the Parties may mutually agree, will be used for purposes of calculating the Closing Amount. Pursuant Purchase Price to Section 2.2(a)be delivered at Closing, the Estimated Adjustment Amount is included in the calculation of including the Closing AmountAmount and shall be subject to further adjustment pursuant to the provisions of Section 2.6(b). (b) Not later than 5:00 p.m. (central) on January 4, 2021, the 90th day following the Closing Date, Buyer will shall prepare and deliver to the Seller a settlement statement in substantially the form attached hereto as Annex A-1 (the “Post-Closing Statement”) setting forth the calculation of the final Adjustment Amount (the “Final Adjustment Amount”), together . The Post-Closing Statement shall be prepared in accordance with a reasonably detailed explanation and supporting detail of the calculation thereof. principles set forth on Annex A. The Buyer will provide to the Seller such additional data and information as the Seller may reasonably request to verify the amounts reflected on the Post-Closing Statement. Not later than the 30th day following Following receipt of the Post-Closing Statement hereunder, the Seller may deliver to the Buyer not later than 5:00 p.m. (central) on January 11, 2021, a written notice (an “Adjustment Notice”) containing any changes the Seller proposes to be made in the Post-Closing Statement, together with reasonable supporting explanation for such changes. If the Seller does not deliver to the Buyer an Adjustment Notice within such 30 day time period, then the Seller will shall be deemed to have irrevocably accepted and agreed to all items in the Post-Closing Statement, and the Final Adjustment Amount set forth therein will be considered final, conclusive and binding on the Parties. If the Seller does timely deliver delivers to the Buyer an Adjustment Notice, then Seller will be deemed to have accepted and agreed to all items in the Post-Closing Statement, other than such matters that are specifically disputed with reasonable supporting explanation in such Adjustment Noticetherein, shall be deemed to be accepted and agreed to by the Buyer and the Seller. The Parties will negotiate in good faith to agree on the Final Adjustment Amount no later than 30 days after delivery of any Adjustment Notice for a period of time up to and until 11:59 p.m. (central) on January 18, 2021 in accordance with the foregoingforegoing (such period, the “Resolution Period”). In the event that the Buyer fails to timely deliver the Post-Closing Statement in accordance with this Section 2.6(b), the Parties acknowledge and agree that the Buyer shall be deemed to have irrevocably accepted and agreed to all items in the Preliminary Settlement Statement, including the Estimated Adjustment Amount, which shall be final, conclusive and binding on the Parties, and there shall be no further adjustment to the Purchase Price after the Closing based on the provisions in this Section 2.6. (c) If an Adjustment Notice is timely delivered to the Buyer in accordance with Section 2.3(b2.6(b) and the Final Adjustment Amount is mutually agreed upon in writing by Seller and Buyer the Parties during such 30 day periodResolution Period, then the Final Adjustment Amount as so agreed will be considered final, conclusive and binding on the Parties. (d) If an Adjustment Notice is timely delivered to the Buyer in accordance with Section 2.3(b2.6(b) and the Final Adjustment Amount is not mutually agreed upon by Seller and Buyer the Parties during such 30 day periodResolution Period, then KPMG LLP (New Orleans office) (the “Accountant”) will be engaged by the Parties to resolve any disagreementsremaining disagreements with respect to the Final Adjustment Amount. If such accounting firm Accountant does not promptly agree to serve as the Accountant within 10 days after written request from the Parties to serveAccountant, then the Parties will mutually select and engage an alternative internationally independent nationally recognized accounting firm, or if the Parties are unable to agree upon such firm or such firm declines to serve as the Accountant, then either any Party may request that the American Arbitration Association select the Accountant, and the Parties will engage such Accountant. In connection with the engagement of the Accountant, each Party will execute such engagement, indemnity and other agreements as the Accountant and the American Arbitration Association may reasonably require as a condition to such engagement. The Accountant will determine as promptly as practicable, but in any event within 30 days after In connection with the selection engagement of the Accountant, based solely on (A) a written submission provided by each of Buyer Party will execute such engagement, indemnity and Seller to other agreements as the Accountant within 10 days following may reasonably require as a condition to such engagement. Each Party will use reasonable efforts to cause the Accountant’s selection (Accountant to render its decision as soon as practicable after such engagement, including by promptly complying with all reasonable requests by the Accountant for information, books, records and without independent investigation on similar items. The Parties will instruct the part Accountant to make a determination of the Accountant) and (B) the terms and provisions of this Agreement, whether the Post-Closing Statement requires adjustmentadjustment (i) in writing, (ii) as promptly as practicable after the dispute has been referred to the Accountant (but in no event later than January 29, 2021) and (iii) in accordance with this Agreement. The Parties agree to instruct the Accountant to consider only those items and amounts with respect to the calculation of the Final Adjustment Amount which the Parties are unable to resolve following expiration of the Resolution Period. In resolving any such disputedisputed item, the Accountant will act as an expert and may not an arbitrator and will resolve assign a value to any item greater than the greatest value for such dispute item claimed by selecting either a Party or less than the position submitted smallest value for such item claimed by Seller or the position submitted by Buyer, in either case, to the Accountant pursuant to this Section 2.3(d)a Party. The Accountant may not award damages or penalties. Each Party will bear its own legal fees and other The fees, costs of presenting its case to the Accountant. The fees and expenses of the Accountant shall be borne by the Buyer, on the one hand, and by the Seller, on the other, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Buyer claims that the Post-Closing Statement is $1,000 less than the amount determined by the Seller, and the American Arbitration Association incurred in resolving such disputed matters Seller contests only $500 of the amount claimed by the Buyer, and if the Accountant ultimately resolves the dispute by awarding the Buyer $300 of the $500 contested, then the costs and expenses of the Accountant will be allocated 60% (i.e., 300/500) to the Seller and 40% (i.e., 200/500) to the Buyer. No Party will disclose to the Accountant, and the Accountant will not consider for any purpose, any settlement discussions or settlement offer made by any Party. The Accountant’s determination shall be paid by limited solely to resolution of the Party whose position is not selected by the Accountant disputed items in accordance with this Section 2.3(d). The subsection, and such determination of the Accountant with respect to such dispute will be final, conclusive and binding on upon each of the Parties. The date on which the Final Adjustment Amount is finally determined in accordance with Section 2.3 2.6(b), Section 2.6(c) or this Section 2.6(d), as applicable, is referred to as the “Determination Date.” (e) Any difference between (i) the Estimated Adjustment Amount used to calculate the Closing Amount and (ii) the Final Adjustment Amount as determined on the Determination Date will be paid by the owing Party to the owed Party within 5 Business Days of the Determination Date by way of wire transfer of immediately available funds in accordance with Section 2.3(f). For example, if If the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then the Buyer (as the owing Party) will pay to the Seller the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount, and if . (f) If the Final Adjustment Amount is less than the Estimated Adjustment Amount, then the Seller (as the owing Party) will shall pay to the Buyer the amount of the difference in Dollars between the Estimated Final Adjustment Amount and the Final Estimated Adjustment Amount. Buyer, at its option, on written notice to Seller, shall be permitted to set off any amounts Seller is required to pay to Buyer Amount in immediately available funds. (g) Any payments made pursuant to this Section 2.3(e2.6 shall be paid within five (5) against Business Days of the Subsequent Payment. (f) Determination Date in accordance with Section 2.6(d). All payments made, or to be made, under this Agreement by one a Party to the other Party will be made by electronic transfer of immediately available funds to the receiving Party’s account set forth on Schedule 2.3(f), or to such other bank and account as may be specified by the receiving Party in writing to the paying Party. (h) Any payments made pursuant to this Section 2.6 shall be treated as adjustments to the Purchase Price for all applicable Tax purposes, unless otherwise required by Law.

Estimated Adjustment Amount and Post-Closing Final Adjustment Amount. (a) Not later than 3 three Business Days prior to the Closing Date, Seller the Company will prepare and deliver to Buyer a preliminary settlement statement (the “Preliminary Settlement Statement”), which shall include a calculation and good faith estimate of the Adjustment Amount prepared in accordance with the principles set forth on Exhibit A (such estimated amount, the “Estimated Adjustment Amount”), together with a reasonably detailed explanation and supporting detail of the calculation thereof. If Buyer disputes any amounts or adjustments set forth in the Preliminary Settlement Statement, Buyer and Seller will reasonably negotiate in good faith to resolve any such dispute by the Closing Date. If the Parties cannot resolve the dispute by the Closing Date, then the The Estimated Adjustment Amount initially proposed by Seller, or such other amount as the Parties may mutually agree, will be used for purposes of calculating the Closing Amount. Pursuant Purchase Price to Section 2.2(a)be delivered at Closing, the Estimated Adjustment Amount is included in the calculation of including the Closing AmountAmount and shall be subject to further adjustment pursuant to the provisions of Section 2.3(b). (b) Not later than the 90th 60th day following the Closing Date, Buyer will shall cause the Company to prepare and deliver to Seller the Sellers a statement (the “Post-Closing Statement”) setting forth the calculation of the final Adjustment Amount (the “Final Adjustment Amount”), together . The Post-Closing Statement shall be prepared in accordance with a reasonably detailed explanation the principles set forth on Exhibit A. Buyer and supporting detail of the calculation thereof. Buyer Company will provide to Seller the Sellers such additional data and information as Seller the Sellers may reasonably request to verify the amounts reflected on the Post-Closing Statement. Not later than the 30th day following receipt of the Post-Closing Statement hereunder, either Seller may deliver to Buyer and the Company a written notice (an “Adjustment Notice”) containing any changes such Seller proposes to be made in the Post-Closing Statement, together with reasonable supporting explanation for such changes. If neither Seller does not deliver delivers to Buyer and the Company an Adjustment Notice within such 30 day period, then Seller the Sellers will be deemed to have irrevocably accepted and agreed to all items in the Post-Closing Statement, and the Final Adjustment Amount set forth therein will be considered final, conclusive and binding on the Parties. If either Seller does or both Sellers timely deliver to Buyer and the Company an Adjustment Notice, then Seller will be deemed to have accepted and agreed to all items in the Post-Closing Statement, other than such matters that are specifically disputed with reasonable supporting explanation in such Adjustment NoticeNotice or Adjustment Notices, shall be deemed to be accepted and agreed to by the Sellers. The Parties will negotiate in good faith to agree on the Final Adjustment Amount no later than 30 days after delivery of any Adjustment Notice in accordance with the foregoingforegoing (such 30 day period, the “Resolution Period”). (c) If an Adjustment Notice is timely delivered to Buyer in accordance with Section 2.3(b) and the Final Adjustment Amount is mutually agreed upon in writing by Seller and Buyer during such 30 day period, then the Final Adjustment Amount as so agreed will be considered conclusive and binding on the Parties.18 (d) If an Adjustment Notice is timely delivered to Buyer and the Company in accordance with Section 2.3(b) and the Final Adjustment Amount is not mutually agreed upon by Seller and Buyer the Parties during such 30 day periodResolution Period, then KPMG LLP an independent nationally recognized accounting firm mutually agreed upon by the Parties (the “Accountant”) will be engaged by the Parties to resolve any disagreementsremaining disagreements with respect to the Final Adjustment Amount. If such accounting firm does not agree to serve as the Accountant within 10 ten days after written request from the Parties to serve, then the Parties will mutually select and engage an alternative internationally independent nationally recognized accounting firm, or if the Parties are unable to agree upon such firm or such firm declines to serve as the Accountant, then either any Party may request that the American Arbitration Association select the Accountant, and the Parties will engage such Accountant. In connection with the engagement of the Accountant, each Party will execute such engagement, indemnity and other agreements as the Accountant and the American Arbitration Association may reasonably require as a condition to such engagement. The Accountant Each Party will determine as promptly as practicable, but in any event within 30 days after the selection of the Accountant, based solely on (A) a written submission provided by each of Buyer and Seller use reasonable efforts to cause the Accountant within 10 days following to render its decision as soon as practicable after such engagement, including by promptly complying with all reasonable requests by the Accountant’s selection (Accountant for information, books, records and without independent investigation on similar items. The Parties will instruct the part Accountant to make a determination of the Accountant) and (B) the terms and provisions of this Agreement, whether the Post-Closing Statement requires adjustmentadjustment (i) in writing, (ii) as promptly as practicable after the dispute has been referred to the Accountant (but in no event later than 30 days thereafter) and (iii) in accordance with this Agreement. The Parties agree to instruct the Accountant to consider only those items and amounts with respect to the calculation of the Final Adjustment Amount which the Parties are unable to resolve following expiration of the Resolution Period. In resolving any such disputedisputed item, the Accountant will act as an expert and may not an arbitrator and will resolve assign a value to any item greater than the greatest value for such dispute item claimed by selecting either a Party or less than the position submitted smallest value for such item claimed by Seller or the position submitted by Buyer, in either case, to the Accountant pursuant to this Section 2.3(d)a Party. The Accountant may not award damages or penalties. Each Party will bear its own legal fees and other costs of presenting its case to the Accountant. The fees and expenses of the Accountant and the American Arbitration Association incurred in resolving such disputed matters shall Accountants will be paid by the Party(ies) against whom a majority of the matters (based on dollar amounts) are determined. No Party whose position is not selected by will disclose to the Accountant, and the Accountant in accordance with this Section 2.3(d)will not consider for any purpose, any settlement discussions or settlement offer made by any Party. The Accountant’s determination of the Accountant with respect to such dispute disputed items will be final, conclusive and binding on upon each of the Parties. The date on which the Final Adjustment Amount is finally determined in accordance with Section 2.3 2.3(b), Section 2.3(c) or this Section 2.3(d), as applicable, is referred to as the “Determination Date.” (e) Any difference between (i) the Estimated Adjustment Amount used to calculate the Closing Amount and (ii) the Final Adjustment Amount as determined on the Determination Date will be paid by the owing Party to the owed Party within 5 Business Days of the Determination Date by way of wire transfer of immediately available funds in accordance with Section 2.3(f). For example, if If the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then Buyer (as the owing Party) will pay to Seller the Sellers, in accordance with their Pro Rata Percentages, the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount, and if . If the Final Adjustment Amount is less than the Estimated Adjustment Amount, then Seller (as the owing Party) will pay Sellers shall refund to Buyer an amount equal to the difference in Dollars between the Estimated Final Adjustment Amount and the Final Estimated Adjustment Amount. Buyer, at its option, on written notice to Seller, shall be permitted to set off any amounts Seller is required to pay to Buyer Any payments made pursuant to this Section 2.3(e) against shall be paid within five Business Days of the Subsequent PaymentDetermination Date in accordance with Section 2.3(f). (f) All payments made, or to be made, under this Agreement by one a Party to the other Party Party(ies) will be made by electronic transfer of immediately available funds to the receiving Party’s account set forth on Schedule 2.3(f), or to such other bank and account as may be specified by the receiving Party in writing to the paying Party.19

Estimated Adjustment Amount and Post-Closing Final Adjustment Amount. (a) Not later than 3 three (3) Business Days prior to the Closing Date, Seller Tall Oak Parent will prepare and deliver to Buyer Summit a preliminary settlement statement (the “Preliminary Settlement Statement”), which shall include a calculation and good faith estimate of the Adjustment Amount prepared in accordance with the principles set forth on Exhibit A (such estimated amount, the “Estimated Adjustment Amount”), together along with reasonable supporting documentation to enable a reasonably detailed explanation and supporting detail of the calculation thereofreview thereof by Summit. If Buyer Summit disputes any amounts or adjustments set forth in the Preliminary Settlement Statement, Buyer Summit and Seller Tall Oak Parent will reasonably negotiate in good faith to resolve any such dispute by the Closing Date. If the Parties cannot resolve the dispute by the Closing Date, then the Estimated Adjustment Amount initially proposed by Seller, or such other amount as the Parties may mutually agree, will be used for purposes of calculating the Closing Amount. Pursuant to Section 2.2(a), the Estimated Adjustment Amount is included in the calculation of the Closing Amount.Tall Oak (b) Not later than the 90th sixtieth (60th) day following the Closing Date, Buyer Summit will prepare and deliver to Seller Tall Oak Parent a statement (the “Post-Closing Statement”) ), attaching reasonable supporting documentation to enable a review thereof by Tall Oak Parent, setting forth the calculation of the final Adjustment Amount (the “Final Adjustment Amount”), together with a reasonably detailed explanation and supporting detail of the calculation thereof. Buyer will provide to Seller such additional data and information as Seller may reasonably request to verify the amounts reflected on the Post-Closing Statement. . (c) Not later than the 30th thirtieth (30th) day following receipt of the Post-Closing Statement hereunderStatement, Seller Tall Oak Parent may deliver to Buyer Summit a written notice (an “Adjustment Notice”) containing any changes Seller Tall Oak Parent proposes to be made in the Post-Closing Statement, which shall include an explanation of any such changes and the reasons therefor, along with reasonable supporting documents thereof in Tall Oak Parent’s possession. If Seller Tall Oak Parent does not deliver to Buyer Summit an Adjustment Notice within such 30 thirty (30) day period, then Seller Tall Oak Parent will be deemed to have irrevocably accepted and agreed to all items in the Post-Closing Statement, which shall be final, conclusive and binding on the Parties. If Seller Tall Oak Parent does timely deliver to Buyer Summit an Adjustment Notice, then Seller Tall Oak Parent will be deemed to have accepted and agreed to all items in the Post-Closing Statement, other than such matters that are specifically disputed with reasonable supporting explanation in such Adjustment Notice. Any items or changes not so specified in the Adjustment Notice shall be deemed forever waived, and Summit’s determinations with respect to all such elements of the Post-Closing Statement that are not addressed specifically in the Adjustment Notice shall prevail and shall be final, conclusive and binding on the Parties. The Parties will negotiate in good faith use commercially reasonable efforts to agree on the Final Adjustment Amount no later than 30 thirty (30) days after delivery of any Adjustment Notice in accordance with the foregoing. (cd) If an Adjustment Notice is timely delivered to Buyer Summit in accordance with Section 2.3(b) 2.3 and the Final Adjustment Amount is mutually agreed upon in writing by Seller Tall Oak Parent and Buyer Summit during such 30 thirty (30) day period, then the Final Adjustment Amount as so agreed will be considered conclusive and binding on the Parties. (de) If an Adjustment Notice is timely delivered to Buyer Summit in accordance with Section 2.3(b) 2.3 and the Final Adjustment Amount is not mutually agreed upon by Seller Tall Oak Parent and Buyer Summit during such 30 thirty (30) day period, then KPMG PricewaterhouseCoopers LLP (the “Accountant”) will be engaged by the Parties to resolve any disagreements. If such accounting firm does not agree to serve as the Accountant within 10 ten (10) days after a written request from the Parties to serve, then the Parties will mutually select and engage an alternative internationally recognized accounting firm, or if the Parties are unable to agree upon such firm or such firm declines to serve as the Accountant, then either Party may request that the American Arbitration Association select the Accountant, and the Parties will engage such Accountant. In connection with the engagement of the Accountant, each Party will execute such engagement, indemnity and other agreements as the Accountant and the American Arbitration Association may reasonably require as a condition to such engagement. The Accountant will determine as promptly as practicable, but in any event within 30 days after the selection of the Accountant, based solely on (A) a written submission provided by each of Buyer and Seller to the Accountant within 10 days following the Accountant’s selection (and without independent investigation on the part of the Accountant) and (B) the terms and provisions of this Agreement, whether the Post-Closing Statement requires adjustment. In resolving such dispute, the Accountant will act as an expert and not an arbitrator and will resolve such dispute by selecting either the position submitted by Seller or the position submitted by Buyer, in either case, to the Accountant pursuant to this Section 2.3(d). The Accountant may not award damages or penalties. Each Party will bear its own legal fees and other costs of presenting its case to the Accountant. The fees and expenses of the Accountant and the American Arbitration Association incurred in resolving such disputed matters shall be paid by the Party whose position is not selected by the Accountant in accordance with this Section 2.3(d). The determination of the Accountant with respect to such dispute will be final, conclusive and binding on the Parties. The date on which the Final Adjustment Amount is finally determined in accordance with Section 2.3 is referred to as the “Determination Date.” (e) Any difference between (i) the Estimated Adjustment Amount used to calculate the Closing Amount and (ii) the Final Adjustment Amount as determined on the Determination Date will be paid by the owing Party to the owed Party within 5 Business Days of the Determination Date by way of wire transfer of immediately available funds in accordance with Section 2.3(f). For example, if the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then Buyer (as the owing Party) will pay to Seller the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount, and if the Final Adjustment Amount is less than the Estimated Adjustment Amount, then Seller (as the owing Party) will pay to Buyer the difference in Dollars between the Estimated Adjustment Amount and the Final Adjustment Amount. Buyer, at its option, on written notice to Seller, shall be permitted to set off any amounts Seller is required to pay to Buyer pursuant to this Section 2.3(e) against the Subsequent Payment. (f) All payments made, or to be made, under this Agreement by one Party to the other Party will be made by electronic transfer of immediately available funds to the receiving Party’s account set forth on Schedule 2.3(f), or to such other bank and account as may be specified by the receiving Party in writing to the paying Party.engage