Common use of Final Adjustment Amount Clause in Contracts

Final Adjustment Amount. (a) As promptly as practicable, but in any event within 90 days after the Closing Date, Parent will prepare and deliver to the Representative a balance sheet of the Company at and as of 11:59 p.m. (Central Time) on the date hereof (the “Final Balance Sheet”) and a calculation of the Net Working Capital as derived from the Final Balance Sheet. The Final Balance Sheet will be prepared in accordance with this Agreement and in accordance with the Company’s historic past practice. Following the delivery of the Final Balance Sheet to the Representative, Parent and the Surviving Corporation will afford the Representative and its representatives an opportunity to examine the Final Balance Sheet and such supporting schedules and analyses as are reasonably necessary and appropriate to evaluate the Final Balance Sheet. Parent and the Surviving Corporation shall use commercially reasonable efforts to cooperate fully and promptly with the Representative and its representatives in such examination. (b) If within 30 days following delivery of the Final Balance Sheet to the Representative, the Representative has not delivered to Parent written notice (the “Objection Notice”) of its objections to the Final Balance Sheet (such Objection Notice must contain a statement describing in reasonable detail the basis of such objections), then the Final Balance Sheet shall be deemed final and conclusive. If the Representative delivers the Objection Notice within such 30-day period, then Parent and the Representative shall endeavor in good faith to resolve the objections, for a period not to exceed 15 days from the date of delivery of the Objection Notice. If at the end of such 15-day period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to a Person mutually acceptable to the Representative and Parent (the “Referee”). The Referee shall determine any unresolved items within 30 days after the objections that remain in dispute are submitted to it, and Parent and the Representative shall use their commercially reasonable efforts to cooperate with any investigations of the Referee. If any remaining objections are submitted to the Referee for resolution, (i) each party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that party or its Subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (iii) the determination by the Referee as set forth in a written notice delivered to both parties by the Referee, shall be made in accordance with this Agreement and shall be binding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the fees and expenses of the Referee shall be paid by the party whose aggregate claimed value of matters submitted to the Referee for resolution is furthest from the final aggregate value for such matters determined by the Referee. (c) As used in this Agreement, the “Final Adjustment Amount” means an amount equal to (i) the positive number, if any, resulting from the following calculation: (a) the Historical Net Working Capital minus (b) the Net Working Capital as derived from the Final Balance Sheet or (ii) zero, if the calculation set forth in clause (i) of this sentence does not result in a positive number. To the extent that the Final Adjustment Amount is less than the Closing Adjustment Amount, Parent will pay to the Representative for the benefit of the Shareholders, within ten (10) Business Days of the final determination of the Final Adjustment Amount, an amount equal to (a) the Closing Adjustment Amount minus (b) the Final Adjustment Amount. To the extent that the Final Adjustment Amount is greater than the Closing Adjustment Amount, an amount equal to (a) the Final Adjustment Amount minus (b) the Closing Adjustment Amount (such difference, the “Adjustment Amount Difference”), will be paid to Parent by the Escrow Agent from the Escrow Account in accordance with the terms of the Escrow Agreement. To the extent permitted under Applicable Laws, the parties will treat (and will cause each of their respective Affiliates to treat) any payment under this Section 2.15(c) as an adjustment to the Merger Consideration for Tax purposes.

Final Adjustment Amount. Within ninety (a90) As promptly as practicable, but in any event within 90 days after the Closing Date, Parent will prepare and Buyer shall deliver to Seller a certificate (the Representative a balance sheet "Adjustment Certificate") setting forth any changes (based on actual amounts as of the Company Closing Date including the number of Basic Customers) in the adjustments made at Closing pursuant to Section 1.5, together with a copy of any working papers or other documents relating to the Adjustment Certificate or other documents supporting the Adjustment Certificate as Seller may reasonably request. Buyer will provide Seller with copies or reasonable access to all books and records and other information or documents reasonably requested by Seller for the limited use of reviewing and analyzing the Adjustment Certificate. To the extent any item cannot be reasonably determined within ninety (90) days after the Closing Date, the appropriate party shall furnish such item to the other as soon as practicable after it is available thereafter, but in no event more than 60 days later, and such item thereafter shall be adjusted under the procedures set forth in this Section 1.6. If Seller shall conclude that the Adjustment Certificate does not accurately reflect the changes to be made to the adjustments made at Closing pursuant to the first sentence of 11:59 p.m. this Section 1.6, Seller shall, within thirty (Central Time30) on the date hereof (the “Final Balance Sheet”) and a calculation days after its receipt of the Net Working Capital as derived from the Final Balance Sheet. The Final Balance Sheet will be prepared in accordance with this Agreement and in accordance with the Company’s historic past practice. Following the delivery of the Final Balance Sheet Adjustment Certificate, provide to the Representative, Parent and the Surviving Corporation will afford the Representative and its representatives an opportunity to examine the Final Balance Sheet and such supporting schedules and analyses as are reasonably necessary and appropriate to evaluate the Final Balance Sheet. Parent and the Surviving Corporation shall use commercially reasonable efforts to cooperate fully and promptly with the Representative and its representatives in such examination. (b) If within 30 days following delivery of the Final Balance Sheet to the Representative, the Representative has not delivered to Parent Buyer written notice (the “Objection Notice”) of its objections to the Final Balance Sheet (such Objection Notice must contain a statement describing thereof, which notice shall set forth in reasonable detail the basis for Seller's objections to the Adjustment Certificate. If Buyer and Seller cannot resolve any dispute to their mutual satisfaction within fifteen (15) days after Buyer's receipt of Seller's written notice of objection (the "Resolution Period"), Buyer and Seller hereby designate Ernst & Young LLP to review the Adjustment Certificate, Seller's discrepancy statement and any other relevant documents. The cost of retaining such firm shall be borne by Buyer on the one hand, and Seller, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to Ernst & Young, LLP that is resolved in favor of the Buyer or Seller bears to the total amount of the disputed items submitted (as finally determined by Ernst & Young, LLP). Ernst & Young, LLP shall report its conclusions in writing to Buyer and Seller no later than forty-five (45) days after appointment pursuant to this Section 1.6, and such conclusions as to factual and accounting matters respecting adjustments shall be conclusive on all parties to this Agreement and not subject to dispute or review. If, as a result of any adjustments made hereunder, Buyer is finally determined to owe an amount to Seller, Buyer shall within five (5) business days pay such amount thereof to Seller, and if Seller is finally determined to owe an amount to Buyer, Seller shall within five (5) business days pay such amount thereof to Buyer, and if not so paid, Buyer, at its option, may also make a claim against the Indemnification Fund for any payments of Seller required under this Section 1.6 (in the event of any such claim being paid from the Indemnification Fund, Seller shall immediately replenish the Indemnification Fund in the amount of such objections), then the Final Balance Sheet shall be deemed final and conclusive. If the Representative delivers the Objection Notice within such 30-day period, then Parent and the Representative shall endeavor in good faith to resolve the objections, for a period not to exceed 15 days from the date of delivery of the Objection Notice. If at the end of such 15-day period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to a Person mutually acceptable to the Representative and Parent (the “Referee”payment). The Referee shall determine any unresolved items within 30 days after the objections that remain in dispute are submitted Any payments to it, and Parent and the Representative shall use their commercially reasonable efforts to cooperate with any investigations of the Referee. If any remaining objections are submitted to the Referee for resolution, (i) each party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that party or its Subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (iii) the determination by the Referee as set forth in a written notice delivered to both parties by the Referee, made hereunder shall be made by wire transfer of immediately available funds to such parties as are designated in accordance with this Agreement and shall be binding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the fees and expenses of the Referee shall be paid writing by the party whose aggregate claimed value of matters submitted to the Referee for resolution is furthest from the final aggregate value for such matters determined by the Refereereceiving payment. (c) As used in this Agreement, the “Final Adjustment Amount” means an amount equal to (i) the positive number, if any, resulting from the following calculation: (a) the Historical Net Working Capital minus (b) the Net Working Capital as derived from the Final Balance Sheet or (ii) zero, if the calculation set forth in clause (i) of this sentence does not result in a positive number. To the extent that the Final Adjustment Amount is less than the Closing Adjustment Amount, Parent will pay to the Representative for the benefit of the Shareholders, within ten (10) Business Days of the final determination of the Final Adjustment Amount, an amount equal to (a) the Closing Adjustment Amount minus (b) the Final Adjustment Amount. To the extent that the Final Adjustment Amount is greater than the Closing Adjustment Amount, an amount equal to (a) the Final Adjustment Amount minus (b) the Closing Adjustment Amount (such difference, the “Adjustment Amount Difference”), will be paid to Parent by the Escrow Agent from the Escrow Account in accordance with the terms of the Escrow Agreement. To the extent permitted under Applicable Laws, the parties will treat (and will cause each of their respective Affiliates to treat) any payment under this Section 2.15(c) as an adjustment to the Merger Consideration for Tax purposes.

Final Adjustment Amount. (a) As promptly as practicable, but in any event within 90 Within forty-five (45) days after the Final Closing Date, Parent will Seller shall prepare and deliver to Buyer a statement (the Representative a balance sheet "Final Statement"), setting forth Seller's good faith determination of the Company at and as of 11:59 p.m. (Central Time) on actual adjustment to the date hereof Closing Date Amount (the “"Final Balance Sheet”) Adjustment Amount"). Each of Seller and a Buyer shall provide the other Party with access during normal business hours to any books, records, working papers or other information in its possession after each Closing Date reasonably necessary or useful in the preparation of the Final Statement and the calculation of the Net Working Capital as derived from the Final Balance SheetAdjustment Amount. The Final Balance Sheet will be prepared in accordance with this Agreement Statement shall become final and in accordance binding upon all Parties hereto on the sixteenth (16th) day following delivery thereof (without counting such day of delivery) to Buyer unless Buyer gives written notice of disagreement with the Company’s historic past practiceFinal Statement (a "Notice of Disagreement") to Seller prior to such date. Following Any Notice of Disagreement shall specify in reasonable detail the delivery nature of any disagreement so asserted and relate solely to the review of the Final Balance Sheet to the Representative, Parent Statement and the Surviving Corporation will afford the Representative and its representatives an opportunity to examine calculation of the Final Balance Sheet and such supporting schedules and analyses as are reasonably necessary and appropriate to evaluate the Final Balance Sheet. Parent and the Surviving Corporation shall use commercially reasonable efforts to cooperate fully and promptly with the Representative and its representatives in such examinationAdjustment Amount. (b) If within 30 days following delivery a Notice of the Final Balance Sheet to the Representative, the Representative has not delivered to Parent written notice (the “Objection Notice”) of its objections to the Final Balance Sheet (such Objection Notice must contain Disagreement is given by Buyer in a statement describing in reasonable detail the basis of such objections)timely manner, then the Final Balance Sheet Statement shall be deemed become final and conclusivebinding upon all parties hereto on the earlier of (x) the date Seller and Buyer resolve in writing any differences they may have with respect to all matters specified in the Notice of Disagreement and (y) the date all disputed matters are finally resolved in writing by the Independent Accountants (as hereinafter defined). If During the Representative delivers fifteen (15)-day period following the Objection delivery of a Notice within such 30-day periodof Disagreement, then Parent Seller and the Representative Buyer shall endeavor seek in good faith to resolve any differences which they may have with respect to any matter specified in the objectionsNotice of Disagreement and each shall provide the other with reasonable access to any books, for a period not to exceed 15 days from records, working papers or other information reasonably necessary or useful in the date preparation or calculation of delivery (i) the Final Adjustment Amount, (ii) the Final Statement, or (iii) the Notice of the Objection NoticeDisagreement. If at At the end of such 15-day fifteen (15)-day period if there are has been no resolution of the matters specified in the Notice of Disagreement, Seller and Buyer shall submit to an independent public accounting firm (the "Independent Accountants") for review and resolution of any objections that and all matters arising under this Section which remain in dispute, then the remaining objections in dispute . The Independent Accountants shall be Ernst and Young or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Seller and Buyer. The Independent Accountants shall render a decision resolving the matters submitted for resolution to a Person mutually acceptable to the Representative and Parent Independent Accountants within thirty (the “Referee”30) days following submission thereto (or as soon thereafter as reasonably practicable). The Referee shall determine any unresolved items within 30 days after the objections that remain in dispute are submitted to it, and Parent and the Representative shall use their commercially reasonable efforts to cooperate with any investigations of the Referee. If any remaining objections are submitted to the Referee for resolution, (i) each party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that party or its Subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (iii) the determination by the Referee as set forth in a written notice delivered to both parties by the Referee, shall be made in accordance with this Agreement and shall be binding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the fees and expenses of the Referee Independent Accountants incurred pursuant to this Agreement shall be paid shared equally by the party whose aggregate claimed value of matters submitted to the Referee for resolution is furthest from the final aggregate value for such matters determined by the RefereeBuyer and Seller. (c) As used If as a result of any adjustments made pursuant to this SECTION 4.4, Buyer is finally determined to owe any amount to Seller, Buyer shall within three (3) business days pay such amount to Seller, and if Seller is finally determined to owe any amount to Buyer, Seller shall within three (3) business days pay such amount to Buyer. Any such payments shall be made by federal wire transfer of immediately available funds to an account designated in this Agreement, writing by the “Final Adjustment Amount” means an amount equal to (i) the positive number, if any, resulting Party receiving payment and shall bear interest from the following calculation: Closing Date at the rate of eight percent (a8%) the Historical Net Working Capital minus (b) the Net Working Capital as derived from the Final Balance Sheet or (ii) zero, if the calculation set forth in clause (i) of this sentence does not result in a positive number. To the extent that the Final Adjustment Amount is less than the Closing Adjustment Amount, Parent will pay to the Representative for the benefit of the Shareholders, within ten (10) Business Days of the final determination of the Final Adjustment Amount, an amount equal to (a) the Closing Adjustment Amount minus (b) the Final Adjustment Amount. To the extent that the Final Adjustment Amount is greater than the Closing Adjustment Amount, an amount equal to (a) the Final Adjustment Amount minus (b) the Closing Adjustment Amount (such difference, the “Adjustment Amount Difference”), will be paid to Parent by the Escrow Agent from the Escrow Account in accordance with the terms of the Escrow Agreement. To the extent permitted under Applicable Laws, the parties will treat (and will cause each of their respective Affiliates to treat) any payment under this Section 2.15(c) as an adjustment to the Merger Consideration for Tax purposesper annum.

Final Adjustment Amount. (ai) As On or as promptly as practicable, but in any event within 90 days practicable after the Closing Date, Parent will prepare Seller shall take, using either Transferred Employees or a third-party entity reasonably acceptable to Purchaser, a physical count of the Inventory (and deliver a simultaneous physical identification of the Finished Goods). Representatives of Purchaser shall be given an opportunity in all reasonable respects and in good faith to (i) observe, along with their accountants, such taking of the Representative Inventory (and such physical identification of the Finished Goods) and (ii) to conduct test counts of the Inventory (and such physical identification of the Finished Goods) and in connection with such test counts Seller agrees not to release an area from the process until such opportunity to take test counts has been provided to Purchaser. Following preparation of an inventory report in accordance with GAAP and consistent with past practice, Purchaser shall be given an opportunity in all reasonable respects to review the inventory report and work papers. (ii) Within forty-five (45) days following the Closing Date, Seller shall cause a closing balance sheet as of the Company at and as of 11:59 p.m. (Central Time) on the date hereof Closing Date (the “Final "Closing Balance Sheet”") and a calculation of the Net Working Capital as derived from the Final Balance Sheet. The Final Balance Sheet will to be prepared in accordance with this Agreement and GAAP applied in accordance a manner consistent with the Company’s historic past practice. Following the delivery preparation of the Final Company Financial Statements and Seller's accounting principles and reflective of Inventory as counted pursuant to Section 2.3(d)(i) hereof, and shall deliver the Closing Balance Sheet to the Representative, Parent and the Surviving Corporation will afford the Representative and its representatives an opportunity to examine the Final Balance Sheet and such supporting schedules and analyses as are reasonably necessary and appropriate to evaluate the Final Balance SheetPurchaser. Parent and the Surviving Corporation shall use commercially reasonable efforts to cooperate fully and promptly with the Representative and its representatives in such examination. (b) If within 30 days following delivery of the Final Balance Sheet to the Representative, the Representative has not delivered to Parent written notice (the “Objection Notice”) of its objections to the Final Balance Sheet (such Objection Notice must contain a statement describing in reasonable detail the basis of such objections), then the Final The Closing Balance Sheet shall be deemed final and conclusive. If the Representative delivers the Objection Notice within such 30-day period, then Parent and the Representative shall endeavor adjusted in good faith to resolve the objections, for a period not to exceed 15 days from the date of delivery of the Objection Notice. If at the end of such 15-day period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to a Person mutually acceptable to the Representative and Parent (the “Referee”). The Referee shall determine any unresolved items within 30 days after the objections that remain in dispute are submitted to it, and Parent and the Representative shall use their commercially reasonable efforts to cooperate accordance with any investigations of the Referee. If any remaining objections are submitted to the Referee for resolution, (i) each party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that party or its Subsidiaries (or its independent public accountantsSection 2.3(b) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (iii) the determination by the Referee as set forth in a written notice delivered to both parties by on Schedule A, and the RefereeClosing Balance Sheet, as so adjusted, shall be made in accordance with this Agreement and shall be binding and conclusive on used for purposes of calculating the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the fees and expenses of the Referee shall be paid by the party whose aggregate claimed value of matters submitted to the Referee for resolution is furthest from the final aggregate value for such matters determined by the Referee. (c) As used in this AgreementFinal Cash Balance, the “Final Seller Receivable and the Final Adjustment Amount” means an amount equal . The Closing Balance Sheet shall be accompanied by a revised Schedule A setting forth the adjustments required to be made under Section 2.3(b) and a revised Schedule B setting forth the final calculation of (i) the positive numbercash balance required to be in the Company as of the Closing pursuant to Section 2.3(b)(i) (the "Final Cash Balance"), if any, resulting from the following calculation: (a) the Historical Net Working Capital minus (b) the Net Working Capital as derived from the Final Balance Sheet or (ii) zerothe amount of the Seller Receivable pursuant to Section 2.3(b)(ii) (the "Final Seller Receivable"), if and (iii) "Net Equity" minus "Net Book Value of Fixed Assets" calculated in accordance with Section 2.3(c) hereof (the calculation set forth in clause (i) of this sentence does not result in a positive number. To the extent that "Final Adjustment Amount" and together with the Final Adjustment Amount is less than Cash Balance and the Closing Adjustment AmountFinal Seller Receivable, Parent will pay to the Representative for the benefit of the Shareholders, within "Final Calculations"). Purchaser shall have ten (10) Business Days of the final determination after delivery of the Final Adjustment Amount, an amount equal Calculations to (a) the Closing Adjustment Amount minus (b) give written notice to Seller of its disagreement with any of the Final Adjustment AmountCalculations (with such notice so timely delivered referred to herein as a "Notice of Disagreement"). To the extent that the Final Adjustment Amount is greater than the Closing Adjustment Amount, an amount equal to (a) the Final Adjustment Amount minus (b) the Closing Adjustment Amount (such difference, the “Adjustment Amount Difference”), will be paid to Parent by the Escrow Agent from the Escrow Account Any Notice of Disagreement shall specify in accordance with the terms of the Escrow Agreement. To the extent permitted under Applicable Laws, the parties will treat (and will cause each of their respective Affiliates to treat) any payment under this Section 2.15(c) as an adjustment to the Merger Consideration for Tax purposes.reasonable

Final Adjustment Amount. (a) As promptly as practicable, but in any event within 90 Within 45 days after the Closing Date, Parent will Buyer shall prepare and deliver to the Representative Seller a balance sheet of the Company at and as of 11:59 p.m. (Central Time) on the date hereof statement (the “Final Balance SheetStatement”) ), setting forth Buyer’s good faith determination of the actual adjustment to the Purchase Price (the “Final Adjustment Amount”). The Final Adjustment Amount in respect of the Purchase Price shall be calculated in a manner consistent with the Pro Forma Working Capital Statement as set forth on Schedule 5.5. Each of Seller and a Buyer shall provide the other Party with access during normal business hours to any books, records, working papers or other information in its possession after the Closing Date reasonably necessary or useful in the preparation of the Final Statement and the calculation of the Net Working Capital as derived from Final Adjustment Amount for the Final Balance SheetPurchase Price. The Final Balance Sheet will be prepared in accordance with this Agreement Statement shall become final and in accordance binding upon all Parties hereto on the 16th day following delivery thereof (without counting such day of delivery) to Seller unless Seller gives written notice of a good faith disagreement with the Company’s historic past practiceFinal Statement (a “Notice of Disagreement”) to Buyer prior to such date. Following Any Notice of Disagreement shall specify in reasonable detail the delivery nature of any disagreement so asserted and relate solely to the review of the Final Balance Sheet to the Representative, Parent Statement and the Surviving Corporation will afford the Representative and its representatives an opportunity to examine calculation of the Final Balance Sheet and such supporting schedules and analyses as are reasonably necessary and appropriate to evaluate the Final Balance Sheet. Parent and the Surviving Corporation shall use commercially reasonable efforts to cooperate fully and promptly with the Representative and its representatives in such examinationAdjustment Amount. (b) If within 30 days following delivery a Notice of the Final Balance Sheet Disagreement is delivered by Seller as required pursuant to the Representative, the Representative has not delivered to Parent written notice (the “Objection Notice”) of its objections to the Final Balance Sheet (such Objection Notice must contain a statement describing in reasonable detail the basis of such objectionsSection 4.4(a), then the Final Balance Sheet Statement shall be deemed become final and conclusivebinding upon all parties hereto on the earlier of (x) the date Seller and Buyer resolve in writing any differences they may have with respect to all matters specified in the Notice of Disagreement and (y) the date all disputed matters are finally resolved in writing by KPMG, LLP, an independent public accounting firm (the “Independent Accountants”). If During the Representative delivers the Objection Notice within such 30-day periodperiod following the delivery of a Notice of Disagreement, then Parent Seller and the Representative Buyer shall endeavor seek in good faith to resolve any differences which they may have with respect to any matter specified in the objectionsNotice of Disagreement and each shall provide the other with reasonable access to any books, for a period not to exceed 15 days from records, working papers or other information reasonably necessary or useful in the date preparation or calculation of delivery (i) the Final Adjustment Amount, (ii) the Final Statement, or (iii) the Notice of the Objection NoticeDisagreement. If at At the end of such 1530-day period if there are has been no resolution of the matters specified in the Notice of Disagreement, Seller and Buyer shall make a written submission of any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to a Person mutually acceptable to the Representative and Parent (the “Referee”). The Referee shall determine any unresolved items within 30 days after the objections all matters arising under this Section 4.4 that remain in dispute are submitted to itthe Independent Accountants for review and resolution. The Independent Accountants shall be KPMG, LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be reasonably agreed upon by Seller and Parent and Buyer. The Independent Accountants shall render a decision resolving the Representative shall use their commercially reasonable efforts to cooperate with any investigations of the Referee. If any remaining objections are matters submitted to the Referee for resolution, Independent Accountants within thirty (i30) each party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that party or its Subsidiaries days following submission thereto (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (iii) the determination by the Referee as set forth in a written notice delivered to both parties by the Referee, shall be made in accordance with this Agreement and shall be binding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the soon thereafter as reasonably practicable). All fees and expenses of the Referee Independent Accountants incurred pursuant to this Agreement shall be paid shared equally by the party whose aggregate claimed value of matters submitted to the Referee for resolution is furthest from the final aggregate value for such matters determined by the RefereeBuyer and Seller. (c) As used If as a result of any adjustments made pursuant to this Section 4.4, Buyer is finally determined to owe any amount to Seller, Buyer shall within three business days pay such amount to Seller, and if Seller is finally determined to owe any amount to Buyer, Seller shall within three business days pay such amount to Buyer. Any such payments shall be made by federal wire transfer of immediately available funds to an account designated in this Agreement, writing by the “Final Adjustment Amount” means an amount equal to (i) the positive number, if any, resulting Party receiving payment and shall bear interest from the following calculation: (a) Closing Date at the Historical Net Working Capital minus (b) the Net Working Capital as derived from the Final Balance Sheet or (ii) zero, if the calculation set forth in clause (i) rate of this sentence does not result in a positive number. To the extent that the Final Adjustment Amount is less than the Closing Adjustment Amount, Parent will pay to the Representative for the benefit of the Shareholders, within ten (10) Business Days of the final determination of the Final Adjustment Amount, an amount equal to (a) the Closing Adjustment Amount minus (b) the Final Adjustment Amount. To the extent that the Final Adjustment Amount is greater than the Closing Adjustment Amount, an amount equal to (a) the Final Adjustment Amount minus (b) the Closing Adjustment Amount (such difference, the “Adjustment Amount Difference”), will be paid to Parent by the Escrow Agent from the Escrow Account in accordance with the terms of the Escrow Agreement. To the extent permitted under Applicable Laws, the parties will treat (and will cause each of their respective Affiliates to treat) any payment under this Section 2.15(c) as an adjustment to the Merger Consideration for Tax purposes6% per annum.

Final Adjustment Amount. (a) As promptly as practicable, but in any event within 90 days after the Closing Date, Parent will prepare and deliver to the Representative Buyer a balance sheet of the Company Companies and their consolidated Subsidiaries at and as of 11:59 p.m. (Central TimeEastern time) on the date hereof immediately prior to the Closing Date (the “Final Balance Sheet”) and a calculation of ), which will set forth the Net Working Capital as derived from the Final Balance Sheetand Long-Term Liabilities. The Final Balance Sheet will be prepared in accordance with this Agreement GAAP. Buyer and its representatives, including Buyer’s independent accountants, will be entitled to review all workpapers of Parent and the Companies and their representatives, including their independent accountants, prepared in accordance connection with the Company’s historic past practice. Following the delivery of the Final Balance Sheet to the Representative, Parent and the Surviving Corporation will afford the Representative and its representatives an opportunity to examine the Final Balance Sheet and such supporting schedules and analyses as are reasonably necessary and appropriate to evaluate the Final Balance Sheet. Parent and the Surviving Corporation shall use commercially reasonable efforts to cooperate fully and promptly with the Representative and its representatives in such examination. (b) If within 30 Buyer will have 15 days following delivery of the Final Balance Sheet to the Representative, the Representative has not delivered Buyer to deliver to Parent written notice (the “Objection Notice”) of its objections to the Final Balance Sheet (such Objection Notice must contain a statement describing each item in reasonable detail dispute, the amount of such item as determined by Buyer (and the corresponding amount in dispute) and the basis of such objectionseach objection, all in reasonable detail), then the Final Balance Sheet shall be deemed final and conclusive. If the Representative Buyer delivers the Objection Notice within such 30-15 day period, then Parent and the Representative shall Buyer will endeavor in good faith to resolve the objections, objections for a period not to exceed 15 days from the date of delivery of the Objection Notice. If at the end of such 15-15 day period there are any objections that remain in dispute, then the remaining objections in dispute shall will be submitted for resolution to a Person “Big 4” independent accounting firm mutually acceptable to Parent and Buyer or, if none of such “Big 4” accounting firms qualifies as being independent, then to any other nationally-recognized independent accounting firm mutually acceptable to Parent and Buyer; provided, that if Parent and Buyer are unable to agree on the Representative identity of such firm within 10 days after the expiration of the 15-day good faith negotiation period, then each of Parent and Parent Buyer shall select a nationally-recognized independent accounting firm within 5 days after the expiration of such 10-day period and such two firms shall, within 10 days after the expiration of such 5-day period, then select a third nationally-recognized independent accounting firm to resolve the dispute (such selected firm, the “Referee”). Parent and Buyer will enter into reasonable and customary arrangements for the services to be rendered by the Referee under this Section 1.6(b). The Referee shall will determine any unresolved items on the Final Balance Sheet within 30 days after the objections that remain in dispute are submitted to it, and Parent and it or such longer period as the Representative shall use their commercially reasonable efforts to cooperate with any investigations of the RefereeReferee may reasonably require. If any remaining objections are submitted to the Referee for resolution, (i) each party shall will (A) furnish to the Referee such work papers workpapers and other documents and information relating to such objections as the Referee may request and are available to that party or its Subsidiaries (or its independent public accountants), (B) use commercially reasonable efforts to cooperate with the Referee in resolving any disputed matters and will (C) be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee shall will not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (iii) the determination by the Referee of the Final Balance Sheet, as set forth in a written notice delivered to both parties by the RefereeReferee (the “Referee Report”), shall will be made in accordance with this Agreement and shall will be binding and conclusive on the parties and shall will constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the fees and expenses of the Referee shall be paid by the party whose aggregate claimed value of the matters submitted to the Referee for resolution is furthest from the final aggregate value for such matters determined by the Referee will pay the fees and expenses of the Referee. (c) The Final Balance Sheet will become final, binding and conclusive upon Buyer, Parent and the Sellers for all purposes of this Agreement, upon the earliest to occur of the following: (i) the mutual acceptance, in writing, by Buyer and Parent of the Final Balance Sheet, with such changes or adjustments thereto, if any, as may be proposed by Buyer and consented to by Parent; (ii) the expiration of 15 days after the delivery to Buyer of the Final Balance Sheet without delivery of an Objection Notice in accordance with Section 1.6(b); and (iii) the delivery to Buyer and Parent by the Referee of the Referee Report. (d) As used in this Agreementherein, the “Final Adjustment Amount” means an amount equal to (i) the positive number, if any, resulting from the following calculation: (a) the Historical Net Working Capital as set forth on the Final Balance Sheet, minus (bii) the Net Working Capital as derived from set forth on the Final Closing Date Balance Sheet or and minus (iiiii) zero, if the calculation set forth in clause Long-Term Liabilities (i) of this sentence does to the extent not result in a positive numbersatisfied at Closing pursuant to Section 1.3(a)). To the extent that the Final Adjustment Amount is less than the Closing Adjustment Amounta positive number, Parent Buyer will pay the Sellers an aggregate amount equal to the Representative for the benefit of the Shareholders, Final Adjustment Amount within ten (10) 10 Business Days of after the final determination of the Final Adjustment Amount, an amount equal to (a) the Closing Adjustment Amount minus (b) the Final Adjustment AmountBalance Sheet in accordance with Section 1.6(c). To the extent that the Final Adjustment Amount is greater than a negative number, Parent or the Closing Adjustment Amount, Sellers will pay Buyer an amount equal to such deficiency (athe “Deficiency Amount”) within 10 Business Days after the final determination of the Final Adjustment Amount minus (b) the Closing Adjustment Amount (such difference, the “Adjustment Amount Difference”), will be paid to Parent by the Escrow Agent from the Escrow Account Balance Sheet in accordance with Section 1.6(c); provided, however, that if Parent or the terms Sellers do not pay the Deficiency Amount to Buyer within such 10 Business Day period, then Buyer may elect in its sole discretion (x) to treat all or any portion of the Escrow Deficiency Amount as an Indemnified Loss, and if Buyer makes such election, then such amount will be deemed an Indemnified Loss, or (y) offset all or any portion of the Deficiency Amount against any amounts payable by Buyer (or an Affiliate of Buyer) to Parent (or an Affiliate of Parent) under the Transition Services Agreement. To the extent permitted under Applicable LawsFor all Tax purposes, the parties will Parties agree to treat (and will cause each of their respective Affiliates to treat) any payment under this Section 2.15(c1.6(d) as an adjustment to the Merger Consideration Purchase Price payable to the Sellers for Tax purposesthe Shares.

Final Adjustment Amount. (a) As promptly as practicable, but in any event within Within 90 days after the Closing Date, Parent will Buyer shall prepare and deliver to Seller a statement (the Representative a balance sheet "Final Statement"), setting forth in reasonable detail Buyer's good faith determination of the Company at and as of 11:59 p.m. (Central Time) on actual adjustment to the date hereof Purchase Price (the “"Final Balance Sheet”) and a calculation of Adjustment Amount"). During the Net Working Capital as derived from the Final Balance Sheet. The Final Balance Sheet will be prepared in accordance with this Agreement and in accordance with the Company’s historic past practice. Following the 45-day period following delivery of the Final Balance Sheet Statement to Seller, Buyer shall provide Seller with copies of any books, records, working papers or other information reasonably necessary or useful in the review of the Final Statement and the calculation of the Final Adjustment Amount to enable Seller to verify the accuracy of the Final Statement. The Final Statement shall become final and binding upon all parties hereto on the 45th day following delivery thereof (without counting such day of delivery) to Seller unless Seller gives written notice of disagreement with the Final Statement (a "Notice of Disagreement") to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and relate solely to the Representative, Parent review of the Final Statement and the Surviving Corporation will afford the Representative and its representatives an opportunity to examine calculation of the Final Balance Sheet and such supporting schedules and analyses as are reasonably necessary and appropriate to evaluate the Final Balance Sheet. Parent and the Surviving Corporation shall use commercially reasonable efforts to cooperate fully and promptly with the Representative and its representatives in such examinationAdjustment Amount. (b) If within 30 days following delivery a Notice of the Final Balance Sheet to the Representative, the Representative has not delivered to Parent written notice (the “Objection Notice”) of its objections to the Final Balance Sheet (such Objection Notice must contain Disagreement is given by Seller in a statement describing in reasonable detail the basis of such objections)timely manner, then the Final Balance Sheet Statement (as adjusted, if applicable) shall be deemed become final and conclusivebinding upon all parties hereto on the earlier of (i) the date Seller and Buyer resolve in writing any differences they may have with respect to all matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing by the Arbitrator. If During the Representative delivers the Objection Notice within such 3045-day periodperiod following the delivery of a Notice of Disagreement, then Parent Seller and the Representative Buyer shall endeavor seek in good faith to resolve any differences which they may have with respect to any matter specified in the objectionsNotice of Disagreement and each shall provide the other upon request with copies of any books, for a period not to exceed 15 days from records, working papers or other information reasonably necessary or useful in the date preparation or calculation of delivery (x) the Final Adjustment Amount, (y) the Final Statement, or (z) the Notice of the Objection NoticeDisagreement. If at At the end of such 1545-day period if there are has been no resolution of the matters specified in the Notice of Disagreement, Seller and Buyer shall submit to the Arbitrator for review and resolution any objections that and all matters arising under this Section which remain in dispute, then the remaining objections in dispute . The "Arbitrator" shall be the New York City office of KPMG Peat Marwick LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Seller and Buyer. The Arbitrator shall render a decision resolving the matters submitted for resolution to a Person mutually acceptable to the Representative and Parent Arbitrator within 60 days following submission thereto (the “Referee”or as soon thereafter as reasonably practicable). The Referee shall determine any unresolved items within 30 days after the objections that remain in dispute are submitted to it, and Parent and the Representative shall use their commercially reasonable efforts to cooperate with any investigations of the Referee. If any remaining objections are submitted to the Referee for resolution, (i) each party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that party or its Subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (iii) the determination by the Referee as set forth in a written notice delivered to both parties by the Referee, shall be made in accordance with this Agreement and shall be binding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the fees and expenses of the Referee Arbitrator pursuant to this Agreement shall be paid allocated by the party whose aggregate claimed value of matters submitted to the Referee for resolution is furthest from the final aggregate value for such matters determined Arbitrator in a manner that takes into account those factors that are deemed relevant by the RefereeArbitrator. (c) As used If as a result of any adjustments made pursuant to this Section 3.4, Buyer is finally determined to owe any amount to Seller, Buyer shall within three (3) business days pay such amount to Seller, and if Seller is finally determined to owe any amount to Buyer, Seller shall within three (3) business days pay such amount to Buyer. Any such payments shall be made by federal wire transfer of immediately available funds to an account designated in this Agreement, writing by the “Final Adjustment Amount” means an amount equal to (i) the positive number, if any, resulting party receiving payment and shall bear interest from the following calculation: (a) Closing Date at the Historical Net Working Capital minus (b) the Net Working Capital as derived from the Final Balance Sheet or (ii) zero, if the calculation set forth in clause (i) rate of this sentence does not result in a positive number. To the extent that the Final Adjustment Amount is less than the Closing Adjustment Amount, Parent will pay to the Representative for the benefit of the Shareholders, within ten (10) Business Days of the final determination of the Final Adjustment Amount, an amount equal to (a) the Closing Adjustment Amount minus (b) the Final Adjustment Amount. To the extent that the Final Adjustment Amount is greater than the Closing Adjustment Amount, an amount equal to (a) the Final Adjustment Amount minus (b) the Closing Adjustment Amount (such difference, the “Adjustment Amount Difference”), will be paid to Parent by the Escrow Agent from the Escrow Account in accordance with the terms of the Escrow Agreement. To the extent permitted under Applicable Laws, the parties will treat (and will cause each of their respective Affiliates to treat) any payment under this Section 2.15(c) as an adjustment to the Merger Consideration for Tax purposes6% per annum.