Common use of Estimates and Adjustments Clause in Contracts

Estimates and Adjustments. At least ten (10) business days prior to Closing, Sellers shall deliver to Purchaser a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser, the Estimated Net Working Capital together with the principles, specifications and methodologies for determining the Estimated Net Working Capital, shall be specified in Schedule 4.3 and, together with the amounts determined under Section 4.2(c) with respect to Inventory, shall be used for purposes of calculating the Purchase Price as of the Closing. Within sixty (60) days after the Closing, Purchaser shall deliver to Sellers its determination of the Net Working Capital as of the Closing (the “Final Net Working Capital”) following the same principles, specifications and methodologies used to determine the Estimated Net Working Capital as set forth on Schedule 4.2). Each Party shall have full access to the financial books and records pertaining to the Purchased Assets to confirm or audit Net Working Capital computations. Should Sellers disagree with Purchaser’s determination of the Final Net Working Capital, they shall notify Purchaser within thirty (30) days after Purchaser’s delivery of its determination of the Final Net Working Capital. If Sellers and Purchaser fail to agree within thirty (30) days after Sellers’ delivery of notice of disagreement on the amount of the Final Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d) which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. At Closing, the Purchase Price shall be increased by the amount of the Estimated Net Working Capital if it is positive or decreased by the amount of the Estimated Net Working Capital if it is negative. Within five (5) business days after determination of the Final Net Working Capital, Purchaser shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the Estimated Net Working Capital or Sellers will pay Purchaser the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Net Working Capital.

Estimates and Adjustments. Attached hereto as Schedule 1.6 is a schedule of the mutually agreed upon Acquired Net Working Capital as of May 31, 2023, together with the principles, specifications and methodologies used in determining such Acquired Net Working Capital. At least ten (10) business days prior to Closing, Sellers shall deliver to Purchaser Buyers a reasonable estimate of Acquired Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value Such calculation of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser, the Estimated Acquired Net Working Capital together with shall be estimated following the same mutually agreed upon principles, specifications and methodologies for determining used to determine the Estimated Acquired Net Working CapitalCapital as of May 31, shall be 2023, as specified in Schedule 4.3 and1.6, together with the amounts determined under Section 4.2(c) with respect to Inventory, and shall be used for purposes of calculating the Purchase Price as of at the Closing. Within sixty ninety (6090) days after the Closing, Purchaser Sellers shall deliver to Sellers its Buyers their determination of the actual Acquired Net Working Capital as of the Closing Effective Time (the “Final Net Working Capital”) following the same principles, specifications and methodologies used to determine the Estimated Acquired Net Working Capital as set forth on Schedule 4.21.6 and the estimated Acquired Net Working Capital at the Closing as provided for in this Section 1.6 above). Each Party party shall have full access to the financial books and records pertaining to the Purchased Assets Facilities to confirm or audit Acquired Net Working Capital computations. Should Sellers Buyers disagree with Purchaser’s Sellers’ determination of the Final Acquired Net Working Capital, they shall notify Purchaser Sellers within thirty sixty (3060) days after Purchaser’s Sellers’ delivery of its their determination of the Final Acquired Net Working Capital. If Sellers and Purchaser Buyers fail to agree within thirty (30) days after SellersBuyers’ delivery of notice of disagreement on the amount of the Final Acquired Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d) 1.6(c), which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Acquired Net Working Capital. At Closing, the The Purchase Price shall be increased by the amount of the Estimated or decreased based on actual Acquired Net Working Capital if it is positive or decreased by the amount as of the Estimated Net Working Capital if it is negative. Within Effective Time, and within five (5) business days after determination of the Final Net Working Capitalthereof any increase shall be paid in cash by Buyers to Sellers, Purchaser and any decrease shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the Estimated Net Working Capital or Sellers will pay Purchaser the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Net Working Capitalbe paid in cash to Buyers by Sellers.

Estimates and Adjustments. Attached hereto as Schedule 1.6 is a schedule of the mutually agreed upon Acquired Net Working Capital as of November 30, 2023, together with the principles, specifications and methodologies used in determining such Acquired Net Working Capital. At least ten (10) business days prior to Closing, Sellers shall deliver to Purchaser Buyers a reasonable estimate of Acquired Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimateestimate (the “Estimated Acquired Net Working Capital”). The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser, the Estimated Acquired Net Working Capital together with shall be calculated following the same mutually agreed upon principles, specifications and methodologies for determining used to determine the Estimated Acquired Net Working CapitalCapital as of November 30, shall be 2023, as specified in Schedule 4.3 and1.6, together with the amounts determined under Section 4.2(c) with respect to Inventory, and shall be used for purposes of calculating the Purchase Price as of at the Closing. Within sixty ninety (6090) days after the Closing, Purchaser Sellers shall deliver to Sellers its Buyers their determination of the actual Acquired Net Working Capital as of the Closing last day of the calendar month immediately preceding the Effective Time (the “Final Acquired Net Working Capital”) ), following the same principles, specifications and methodologies used to determine the Estimated Acquired Net Working Capital as set forth on Schedule 4.2)1.6 and the Estimated Acquired Net Working Capital. Each Party party shall have full access to the financial books and records pertaining to the Purchased Assets Facilities to confirm or audit Acquired Net Working Capital computations. Should Sellers Buyers disagree with Purchaser’s Sellers’ determination of the Final Acquired Net Working Capital, they shall notify Purchaser Sellers within thirty sixty (3060) days after Purchaser’s Sellers’ delivery of its their determination of the Final Acquired Net Working Capital. If Sellers and Purchaser Buyers fail to agree within thirty (30) days after SellersBxxxxx’ delivery of notice of disagreement on the amount of the Final Acquired Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d) 1.6(c), which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Acquired Net Working Capital. At Closing, the The Purchase Price shall be increased by the amount of the Estimated Net Working Capital if it is positive or decreased by the amount of the Estimated Net Working Capital if it is negative. Within five (5) business days after determination of the Final Net Working Capital, Purchaser shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the Estimated Net Working Capital or Sellers will pay Purchaser based on the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Acquired Net Working Capital, and within five (5) business days after determination thereof any increase shall be paid in cash by Buyers to Sellers, and any decrease shall be paid in cash to Buyers by Sellers.

Estimates and Adjustments. Attached hereto as Schedule 1.7 is a schedule of the mutually agreed upon Net Working Capital as of December 31, 2022, together with the principles, specifications and methodologies used in determining such Net Working Capital. At least ten (10) business days prior to Closing, Sellers Seller shall deliver to Purchaser Buyer a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser, the Estimated Net Working Capital together with shall be estimated following the same mutually agreed upon principles, specifications and methodologies for determining used to determine the Estimated Net Working CapitalCapital as of December 31, shall be 2022, as specified in Schedule 4.3 and1.7, together with the amounts determined under Section 4.2(c) with respect to Inventory, and shall be used for purposes of calculating the Purchase Price as of the Closing. Within sixty ninety (6090) days after the Closing, Purchaser Seller shall deliver to Sellers Buyer its determination of the Net Working Capital as of the Closing (the “Final Net Working Capital”) following the same principles, specifications and methodologies used to determine the Estimated Net Working Capital as set forth on in Schedule 4.21.7 and the estimated Net Working Capital as of the Closing). Each Party party shall have full access to the financial books and records pertaining to the Purchased Assets Facilities to confirm or audit Net Working Capital computations. Should Sellers Buyer disagree with PurchaserSeller’s determination of the Final Net Working Capital, they it shall notify Purchaser Seller within thirty sixty (3060) days after PurchaserSeller’s delivery of its determination of the Final Net Working Capital. If Sellers Seller and Purchaser Xxxxx fail to agree within thirty (30) days after Sellers’ Xxxxx’s delivery of notice of disagreement on the amount of the Final Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d) 1.7(c), which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. At Closing, the The Purchase Price shall be increased by the amount of the Estimated or decreased based on actual Net Working Capital if it is positive or decreased by the amount as of the Estimated Net Working Capital if it is negative. Within Closing, and within five (5) business days after determination of the Final Net Working Capitalthereof any increase shall be paid in cash by Buyer to Seller, Purchaser and any decrease shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the Estimated Net Working Capital or Sellers will pay Purchaser the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Net Working Capitalbe paid in cash to Buyer by Seller.

Estimates and Adjustments. At least ten (10) business days prior to Closing, Sellers Seller shall deliver to Purchaser Buyer a reasonable statement containing its estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements of Seller and Seller Entity Organizations are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers Seller and PurchaserBuyer, the Estimated estimated Net Working Capital together with the principles, specifications and methodologies for determining used to determine the Estimated estimated Net Working Capital, shall be Capital as specified in Schedule 4.3 and, together with the amounts determined under Section 4.2(c) with respect to Inventory1.6(a), shall be used for purposes of calculating the Purchase Price as of the Closing. Within sixty ninety (6090) days after the Closing, Purchaser Buyer shall deliver to Sellers Seller its determination of the Net Working Capital as of the Closing (the “Final Net Working Capital”) following the same principles, specifications and methodologies used to determine the Estimated estimated Net Working Capital as set forth on Schedule 4.21.6(a)). Each Party party shall have full full, complete and equal access to the financial books and records pertaining to the Purchased Assets Assets, including the Facilities, to confirm or audit Net Working Capital computations. Should Sellers Seller disagree with Purchaser’s Buyer's determination of the Final Net Working Capital, they Seller shall notify Purchaser give Buyer written notice of its disagreement within thirty sixty (3060) days after Purchaser’s Buyer's delivery of its determination of the Final Net Working Capital. If Sellers Seller and Purchaser Buyer fail to agree within thirty (30) days after Sellers’ Seller's delivery of its notice of disagreement on the amount of the Final Net Working Capital, such they shall resolve their disagreement shall be resolved in accordance with the procedure procedures set forth in Section 4.2(d1.6(c) which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. At ClosingUpon the resolution of their disagreement, the parties shall increase or decrease the Purchase Price shall be increased by the amount of the Estimated based on Net Working Capital if it is positive or decreased by the amount as of the Estimated Net Working Capital if it is negative. Within Closing, and within five (5) business days after determination of thereof (the Final Net Working Capital"Post-Closing Adjustment Date"), Purchaser Buyer shall pay Sellers to Seller any increase in cash, and Seller shall pay to Buyer any decrease in cash. If Buyer or Seller, as the difference between case may be, fails to make such payment to the Final Net Working Capital other by the Post-Closing Adjustment Date, then the party failing to receive such amount due to it shall be entitled to receive interest on such unpaid amount at a per annum rate equal to the prime rate reported by The Wall Street Journal under "Money Rates" on the Post-Closing Adjustment Date, plus two percent (2%) (or the maximum rate allowed by law, whichever is less) from the defaulting party, such interest accruing on each calendar day after the Post-Closing Adjustment Date until payment of such amount and the Estimated Net Working Capital if the Final Net Working Capital all interest thereon is greater than the Estimated Net Working Capital or Sellers will pay Purchaser the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Net Working Capitalmade.

Estimates and Adjustments. At least ten (10Schedule 1.4(b) business days prior to Closing, Sellers shall deliver to Purchaser a reasonable estimate of sets forth the Net Working Capital of Old BCS as of the end of the most recently ended calendar month prior May 31, 2009, subject to the Closing Date for which financial statements are available Obsolete and Slow Moving Inventory reserves referenced in Section 4.1(j) (the “Estimated Net Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser), the Estimated Net Working Capital together with the principles, specifications and methodologies for determining the Estimated Net Working Capital. Old BCS and Stoneridge both acknowledge and agree that the amount set forth on the Estimated Net Working Capital for accrued salaries, shall be specified in Schedule 4.3 wages and paid time off is based on an assumption of which employees of Old BCS will accept employment with New BCS and, together with if necessary, will be adjusted after the amounts determined under Section 4.2(c) with respect Closing Date to Inventoryreflect the correct amount for those employees who actually accept such employment. If any such adjustment is made, shall be used then, for purposes of calculating this Agreement, the Purchase Price as of Estimated Net Working Capital will be the Closingamount calculated after such adjustment. Within sixty one hundred twenty (60120) days after the Closing, Purchaser Stoneridge shall deliver to Sellers Old BCS its determination of the Net Working Capital as of the Closing Date (the “Final Net Working Capital”) following the same principles, specifications and methodologies used to determine the Estimated Net Working Capital as set forth on Schedule 4.21.4(b)). Each Party party shall have full access to the financial books books, records and records pertaining to working papers of the Purchased Assets other parties and their representatives to confirm or audit Closing Date Net Working Capital computations. Should Sellers Old BCS disagree with PurchaserStoneridge’s determination of the Final Closing Date Net Working Capital, they it shall notify Purchaser Stoneridge within thirty (30) days after PurchaserOld BCS’s delivery receipt of its Stoneridge’s determination of the Final Closing Date Net Working Capital. If Sellers Old BCS and Purchaser Stoneridge fail to agree within thirty (30) days after Sellers’ Old BCS’s delivery of notice of disagreement on the amount of the Final Closing Date Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d1.4(d) which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. At Closing, the Purchase Price shall be increased by the amount of the Estimated Net Working Capital if it is positive or decreased by the amount of the Estimated Net Working Capital if it is negative. Within five (5) business days after determination of the Final Net Working Capital, Purchaser shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the Estimated Net Working Capital or Sellers will pay Purchaser the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Closing Date Net Working Capital.

Estimates and Adjustments. At least ten (10) business days prior to Closing, Sellers Seller shall deliver to Purchaser a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers Seller and Purchaser, the Estimated estimated Net Working Capital together with the principles, specifications and methodologies for determining the Estimated estimated Net Working Capital, shall be specified in Schedule 4.3 and, together with the amounts determined under Section 4.2(c) with respect to Inventory, 1.12 and shall be used for purposes of calculating the Purchase Price as of the Closing. Within sixty (60) days after the Closing, Purchaser shall deliver to Sellers Seller its determination of the Net Working Capital as of the Closing (the “Final Net Working Capital”) Effective Time following the same principles, specifications and methodologies used to determine the Estimated estimated Net Working Capital as set forth on Schedule 4.2)1.12. Each Party party shall have full access to the financial books and records pertaining to the Purchased Assets Hospital to confirm or audit Net Working Capital computations. Should Sellers Seller disagree with Purchaser’s determination of the Final Net Working Capital, they Seller shall notify Purchaser within thirty (30) days after Purchaser’s delivery of its determination of the Final Net Working Capital. If Sellers Seller and Purchaser fail to agree within thirty (30) days after Sellers’ Seller’s delivery of notice of disagreement on the amount of the Final Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d1.12(c) which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. At Closing, the The Purchase Price shall be increased by or decreased based on the amount of difference between the Estimated actual Net Working Capital if it is positive or decreased by the amount as of the Estimated Net Effective Time and the estimated net Working Capital if it is negative. Within as of the Closing Date used for calculating the Purchase Price as of the Closing and, within five (5) business days after determination thereof, any increase shall be paid in cash by Purchaser to Seller, and any decrease shall be paid in cash to Purchaser by Seller, in either case together with interest on such amount at the rate of ten percent (10%) per annum accruing from the Final Net Working Capital, Purchaser shall pay Sellers Closing Date until the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital date when such payment is greater than the Estimated Net Working Capital or Sellers will pay Purchaser the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Net Working Capitalmade.

Estimates and Adjustments. Attached hereto as Schedule 1.6 is a schedule of the Net Working Capital as of September 30, 2018. At least ten (10) business days prior to Closing, Sellers shall deliver to Purchaser Buyer a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser, the Estimated Net Working Capital together with shall be estimated following the principles, specifications and same methodologies for determining used to determine the Estimated Net Working CapitalCapital as of September 30, shall be specified in Schedule 4.3 and2018, together with the amounts determined under Section 4.2(c) with respect to Inventory, and shall be used for purposes of calculating the Purchase Price as of the Closing; provided, however, that the value of the inventory shall be determined in accordance with Section 1.10 below. Within sixty thirty (6030) days after the Closing, Purchaser Sellers shall deliver to Sellers its Buyer their determination of the actual Net Working Capital as of the Closing Effective Time (the “Final Net Working Capital”) following the same principles, specifications and methodologies used to determine the Estimated estimated Net Working Capital as set forth on Schedule 4.21.6 and the estimated Net Working Capital as of the Closing, but using the method set forth in Section 1.10 to determine the value of the inventory). Each Party party shall have full access to the financial books and records pertaining to the Purchased Assets Hospital to confirm or audit Net Working Capital computations. Should Sellers Buyer disagree with Purchaser’s Sellers’ determination of the Final actual Net Working CapitalCapital as of the Effective Time, they Buyer shall notify Purchaser within thirty (30) days after Purchaser’s delivery of its determination of the Final Net Working Capital. If Sellers and Purchaser fail to agree within thirty (30) days after Sellers’ delivery of Sellers’ determination of Net Working Capital. If Sellers and Buyer fail to agree within thirty (30) days after Buyer’s delivery of notice of disagreement on the amount of the Final Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d) 1.6(c), which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. At Closing, the The Purchase Price shall be increased by the amount of the Estimated or decreased based on actual Net Working Capital if it is positive or decreased by the amount as of the Estimated Net Working Capital if it is negative. Within Effective Time, and within five (5) business days after determination of the Final Net Working Capitalthereof any increase shall be paid in cash by Buyer to Sellers, Purchaser and any decrease shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the Estimated Net Working Capital or Sellers will pay Purchaser the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Net Working Capitalbe paid in cash to Buyer by Sellers.

Estimates and Adjustments. At least ten three (103) business days prior ------------------------- to Closingthe Closing Date, Sellers Seller shall deliver to Purchaser Buyer a reasonable good faith estimate based upon Seller's historical accounting procedures of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser, the Estimated Net Working Capital together with the principles, specifications and methodologies for determining the Estimated Net Working Capital, shall be specified in Schedule 4.3 and, together with the amounts determined under Section 4.2(c) with respect to Inventory, shall be used for purposes of calculating the Purchase Price as of the Closing. Within sixty (60) days after the Closing, Purchaser shall deliver to Sellers its determination of the Net Adjusted Working Capital as of the Closing Date and containing reasonable detail showing the derivation of such estimate (such estimate being referred to as the “Final Net "Estimated Adjusted Working Capital”) following "), and the same principlesincrease adjustment to the Purchase Price for Adjusted Working Capital, specifications if any and methodologies used as applicable, at Closing pursuant to determine the Estimated Net Working Capital as set forth on Schedule 4.2)Section 1.7 hereof shall be determined using such estimate. Each Party Buyer shall have full access to the Seller's financial books and records pertaining to the Purchased Assets Hospital prior to, and for ninety (90) days following, Closing to confirm or audit Net Working Capital working capital computations. Should Sellers Buyer disagree with Purchaser’s the determination of the Final Net Estimated Adjusted Working Capital, they it shall notify Purchaser Seller within thirty seventy-five (3075) days after Purchaser’s delivery of its determination of the Final Net Working CapitalClosing. If Sellers Seller and Purchaser Buyer fail to agree within thirty one hundred (30100) days after Sellers’ delivery of notice of disagreement the Closing on the amount of the Final Net Adjusted Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d1.8(c) which hereof. The final determination or agreement as to Adjusted Working Capital shall be referred to herein as the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net "Actual Adjusted Working Capital. At Closing, ." The portion of the Purchase Price for Adjusted Working Capital shall be increased by or decreased after Closing based on the amount determination or agreement after Closing of the Estimated Net Actual Adjusted Working Capital if it is positive or decreased by the amount as of the Estimated Net Working Capital if it is negative. Within Closing Date, and within five (5) business days after determination of the Final Net Working Capitalor agreement thereof or resolution pursuant to Section 1.8(c) hereof any increase shall be paid in cash by Buyer to Seller, Purchaser and any decrease shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the Estimated Net Working Capital or Sellers will pay Purchaser the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Net Working Capitalbe paid in cash to Buyer by Seller.

Estimates and Adjustments. Attached hereto as Schedule 1.6 is a schedule of the Net Working Capital as of September 30, 2017, together with the principles, specifications and methodologies used in determining such Net Working Capital. At least ten (10) business days prior to Closing, Sellers shall deliver to Purchaser Buyer a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available (the “Estimated Working Capital”) and containing reasonable detail and supporting documents showing the derivation of such estimate. The value of Inventory for purposes of determining the Estimated Working Capital will be determined as set forth in Section 4.2(c) below. Subject to the mutual agreement of Sellers and Purchaser, the Estimated Net Working Capital together with shall be estimated following the same mutually agreed upon principles, specifications and methodologies for determining used to determine the Estimated Net Working CapitalCapital as of September 30, shall be 2017, as specified in Schedule 4.3 and1.6, together with the amounts determined under Section 4.2(c) with respect to Inventory, and shall be used for purposes of calculating the Purchase Price as of the Closing; provided, however, that the value of the inventory shall be determined in accordance with Section 1.10 below. Within sixty ninety (6090) days after the Closing, Purchaser Sellers shall deliver to Sellers its Buyer their determination of the actual Net Working Capital as of the Closing Effective Time (the “Final Net Working Capital”) following the same principles, specifications and methodologies used to determine the Estimated estimated Net Working Capital as set forth on Schedule 4.21.6 and the estimated Net Working Capital as of the Closing, but using the method set forth in Section 1.10 to determine the value of the inventory). Each Party party shall have full access to the financial books and records pertaining to the Purchased Assets Hospital to confirm or audit Net Working Capital computations. Should Sellers Buyer disagree with Purchaser’s Sellers’ determination of the Final actual Net Working CapitalCapital as of the Effective Time, they Buyer shall notify Purchaser Sellers within thirty sixty (3060) days after Purchaser’s Sellers’ delivery of its their determination of the Final Net Working Capital. If Sellers and Purchaser Buyer fail to agree within thirty (30) days after Sellers’ Buyer’s delivery of notice of disagreement on the amount of the Final Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 4.2(d) 1.6(c), which shall be the sole and exclusive remedy for resolving accounting disputes relative to the determination of the Final Net Working Capital. At Closing, the The Purchase Price shall be increased by the amount of the Estimated or decreased based on actual Net Working Capital if it is positive or decreased by the amount as of the Estimated Net Working Capital if it is negative. Within Effective Time, and within five (5) business days after determination of the Final Net Working Capitalthereof any increase shall be paid in cash by Buyer to Sellers, Purchaser and any decrease shall pay Sellers the difference between the Final Net Working Capital and the Estimated Net Working Capital if the Final Net Working Capital is greater than the Estimated Net Working Capital or Sellers will pay Purchaser the difference between the Estimated Net Working Capital and the Final Net Working Capital if the Estimated Net Working Capital is greater than the Final Net Working Capitalbe paid in cash to Buyer by Sellers.