Common use of Final Adjustment Statement Clause in Contracts

Final Adjustment Statement. No later than five (5) Business Days prior to the Final Measurement Date, the Company shall deliver to Parent a statement, prepared in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses set forth in the Final Adjustment Statement. Following the delivery of the Final Adjustment Statement to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used to prepare the Final Adjustment Statement and any supporting documentation that is reasonably necessary and appropriate for Parent to review the Final Adjustment Statement, and the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation of the Final Adjustment Statement. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments to the Company no later than three (3) Business Days after receipt of the Final Adjustment Statement, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, to the extent necessary, the Final Adjustment Statement shall be revised to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in the Final Adjustment Statement finally determined and agreed by the parties pursuant to this Section 1.5(c). For the avoidance of doubt, notwithstanding anything to the contrary herein, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed to the Final Adjustment Statement and the Per Share Merger Consideration in accordance with this Section 1.5(c), which agreement shall not be unreasonably withheld, conditioned or delayed by either party.

Final Adjustment Statement. No later than (a) Within forty-five (545) Business Days prior to days following the Final Measurement Closing Date, the Company Purchaser shall prepare and deliver to Parent Seller a statementfinal statement (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 3.4(a) above, prepared adjusted to take into account the final figures as of 12:01 a.m. on the Closing Date determined in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses standard set forth in the Final Adjustment StatementSection 3.4. Following the delivery Seller shall provide to Purchaser copies of the Final Adjustment Statement all invoices or other billing information actually received or sent by Seller during this forty-five (45) day period to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used allow Purchaser to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as are reasonably required in order for Seller to understand and verify the accuracy of the computation of the amount(s) set forth therein. In the event the Closing does not occur on the last day of a given month, then the items that are included in the Final Adjustment Statement shall be prorated to the extent applicable as of the Closing Date by multiplying the amount of each such item representing the full calendar month by a fraction, the numerator of which is the Closing Date and the denominator of which is the number of days there are in the month in which the Closing occurs. (b) The Parties shall attempt to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to Seller. If Seller disputes any supporting documentation that is reasonably necessary and appropriate for Parent to review item set forth on the Final Adjustment Statement, and Seller shall give Purchaser written notice thereof within thirty (30) days following the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation delivery to Seller of the Final Adjustment StatementStatement setting forth in reasonable detail the disputed item or items. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement Seller has not delivered such notice to Purchaser within such thirty (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments to the Company no later than three (330) Business Days after receipt of the Final Adjustment Statement, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, to the extent necessaryday period, the Final Adjustment Statement shall be revised deemed to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior be final and, to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in extent the Final Adjustment Statement finally determined reflects an adjustment to the Initial Purchase Price that is different from the adjustment calculated pursuant to Section 3.4(a), the Party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other Party the variance amount within five (5) days following the expiration of such thirty (30) day period. If Seller has delivered a notice of a dispute to Purchaser, the undisputed portion of the variance amount, if any, shall be paid to the Party entitled to receive the same within five (5) Business Days following the delivery of the notice by Seller to Purchaser, and agreed the Parties shall jointly engage the Independent Accounting Firm and shall direct the Independent Accounting Firm to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Independent Accounting Firm by the parties pursuant Parties of the information that each such Party believes supports its position with respect to this Section 1.5(c)each disputed item. For the avoidance of doubt, notwithstanding anything Such information shall be presented by each Party to the contrary hereinIndependent Accounting Firm within ten (10) days following the selection thereof. The Parties will further direct the Independent Accounting Firm to deliver a written notice to Purchaser and Seller setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed balance of the variance amount, if any, resulting from such determination will be paid to the Final Adjustment Statement Party entitled to receive the same within ten (10) days of the Independent Accounting Firm's notice of its determination. The fees and expenses of the Independent Accounting Firm shall be borne in equal parts by the Purchaser on the one hand, and the Per Share Merger Consideration Seller, on the other, and further agree that in accordance connection with this Section 1.5(c)the engagement of the Independent Accounting Firm, which agreement shall not be unreasonably withheldeach of the Purchaser and the Seller will, conditioned or delayed if requested by either partythe Auditors, execute a reasonable engagement letter including customary indemnities.

Final Adjustment Statement. (i) No sooner than forty-five (45) days and no later than sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to Seller, Buyer or Seller, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the net difference between (x) the Estimated Net Working Capital, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital, as shown on the Final Adjustment Statement and (y) the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement (ii) In the event Seller objects to the Final Adjustment Statement, Seller shall notify Buyer in writing of such objection within the ten (10) day period following the delivery thereof, stating in such written objection the reasons therefor and setting forth the Seller's calculation of Seller's actual Net Working Capital and/or Seller's actual Recurring Revenue at the Closing Date. Upon receipt by Buyer of such written objection, the parties shall attempt to resolve the disagreement concerning the Final Adjustment Statement through negotiation. Notwithstanding any other dispute resolution procedure provided for in this Agreement, if Buyer and Seller cannot resolve such disagreement concerning the Final Adjustment Statement within thirty (30) days following the end of the foregoing 10-day period, the parties shall submit the matter for resolution to a nationally recognized firm of independent certified public accountants not affiliated with either party, with the costs thereof to be shared equally by the parties. Such accounting firm shall deliver a statement setting forth its own calculation of the final adjustment to the parties within thirty (30) days of the submission of the matter to such firm. Any payment shown to be due by a party on the statement of such accounting firm shall be paid to the other party promptly but in no event later than five (5) Business Days prior to the Final Measurement Date, the Company shall deliver to Parent a statement, prepared in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses set forth in the Final Adjustment Statement. Following days following the delivery of the Final Adjustment Statement to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used to prepare the Final Adjustment Statement and any supporting documentation that is reasonably necessary and appropriate for Parent to review the Final Adjustment Statement, and the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation of the Final Adjustment Statement. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments such statement by such accounting firm to the Company no later than three (3) Business Days after receipt of the Final Adjustment Statement, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, to the extent necessary, the Final Adjustment Statement shall be revised to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in the Final Adjustment Statement finally determined and agreed by the parties pursuant to this Section 1.5(c). For the avoidance of doubt, notwithstanding anything to the contrary herein, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed to the Final Adjustment Statement and the Per Share Merger Consideration in accordance with this Section 1.5(c), which agreement shall not be unreasonably withheld, conditioned or delayed by either partyparties.

Final Adjustment Statement. No later than (a) Within forty-five (545) Business Days prior to days following the Final Measurement Closing Date, the Company Buyer shall prepare and deliver to Parent Seller a statementfinal statement (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 1(a) above, prepared adjusted to take into account the final figures as of the Adjustment Date determined in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses standard set forth in the Final Adjustment Statementsaid Section 1(a). Following the delivery Seller shall provide copies of the Final Adjustment Statement all invoices or other billing information actually received or sent by Seller during this 45 days period to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used allow Buyer to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and any supporting documentation that schedules as is reasonably necessary and appropriate required in order for Parent Seller to review understand the computation of the amount(s) set forth therein. (b) The Parties shall attempt to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to Seller. If Seller disputes any item set forth on the Final Adjustment Statement, and Seller shall give Buyer written notice thereof within thirty (30) days following the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation of the Final Adjustment Statement. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled delivery to provide comments to the Company no later than three (3) Business Days after receipt Seller of the Final Adjustment Statement, and Parent and setting forth in reasonable detail the Company shall, in good faith, use their respective reasonable best efforts disputed item or items. If Seller has not delivered such notice to resolve any Buyer within such requested changes as promptly as reasonably practicable thereafter and, to the extent necessarythirty (30) day period, the Final Adjustment Statement shall be revised deemed to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior be final and, to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in extent the Final Adjustment Statement finally determined reflects an adjustment to the amounts paid by Buyer under Section 1(b) of the Agreement that is different from the adjustment made on the Closing Date, the party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other party the variance amount within five (5) days following the expiration of such thirty (30) day period. If Seller have delivered a notice of a dispute to Buyer, the undisputed portion of the variance amount, if any, shall be paid to the party entitled to receive the same within five (5) days following the delivery of the notice by Seller to Buyer and agreed the Parties shall jointly engage Kafoury Xxxxxxxxx of Reno, NV (or, if such firm is unable or unwilling to act in such capacity, Xxxxxxx Xxxxxx of Reno, NV) (hereinafter, the "Auditors") and shall direct the Auditors to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Auditors by the Parties of the information that each such party believes supports its position with respect to each disputed item. Such information shall be presented by each party to the Auditors within ten (10) days following the selection thereof. The Parties will further direct the Auditors to deliver a written notice to Buyer and Seller setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, and the balance of the variance amount, if any, resulting from such determination will be paid to the party entitled to receive the same within ten (10) days of the independent accountant's notice of its determination. The Parties agree that the fees and expenses of the Auditors shall be borne in equal parts by the Buyer on the one hand, and Seller, on the other, and further agree that in connection with the engagement of the Auditors, each of the Buyer and Seller will, if requested by the Auditors, execute a reasonable engagement letter including customary indemnities. SCHEDULE 2(C) PRE-CLOSING NOTIFICATIONS, APPROVALS AND CONSENTS: 1. The parties pursuant based on the advice of counsel believe that no preclosing approvals are required from the Nevada Public Utilities Commission ("PUC") but make no representation to each other in such regard. Buyer assumes the full risk of closing without obtaining prior PUC approval. 2. Far West has delivered an executed Consent and Waiver annexed hereto by which it has consented to the transactions contemplated herein and has waived any rights of first refusal or similar rights contained in the Operating Agreement applicable to this Section 1.5(ctransaction. 3. SB Geo, Inc. and U.S. Energy Geothermal LLC have executed a termination of the O&M Agreement. POST-CLOSING NOTIFICATIONS, APPROVALS AND CONSENTS: (to relevant regulatory authorities) 1. For Change of ownership filing to FERC 2. Change of ownership with the avoidance Nevada EPA 3. US Department of doubtEnergy - annual and periodic filing 1. Lawsuit encaptioned Geothermal Development Associates, notwithstanding anything et al. v. Steamboat Envirosystems, LLC, Dist. Ct. Nev. CV02 02362 as it may be amended or refiled from time to time, and all claims, obligations and or liabilities of any kind past, present and future to the contrary hereinplaintiffs in such lawsuit, the Closing shall not be consummated, unless their successors and until Parent and the Company have mutually agreed assigns relating to any obligations to pay royalties or similar payments (including payments respecting net operating revenues) relating to the Final Adjustment Statement and the Per Share Merger Consideration in accordance with this Section 1.5(c), which agreement shall not be unreasonably withheld, conditioned or delayed by either partyFacilities.

Final Adjustment Statement. (i) No later than sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to Seller, Buyer or Seller, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the net difference between (x) the Estimated Net Working Capital, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital, as shown on the Final Adjustment Statement and (y) the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement. (ii) In the event Seller objects to the Final Adjustment Statement, Seller shall notify Buyer in writing of such objection within the ten (10) day period following the delivery thereof, stating in such written objection the reasons therefor and setting forth the Seller's calculation of Seller's actual Net Working Capital at the Closing Date. Upon receipt by Buyer of such written objection, the parties shall attempt to resolve the disagreement concerning the Final Adjustment Statement through negotiation. Notwithstanding any other dispute resolution procedure provided for in this Agreement, if Buyer and Seller cannot resolve such disagreement concerning the Final Adjustment Statement within thirty (30) days following the end of the foregoing 10-day period, the parties shall submit the matter for resolution to a nationally recognized firm of independent certified public accountants not affiliated with either party, with the costs thereof to be shared equally by the parties. Such accounting firm shall deliver a statement setting forth its own calculation of the final adjustment to the parties within thirty (30) days of the submission of the matter to such firm. Any payment shown to be due by a party on the statement of such accounting firm shall be paid to the other party promptly but in no event later than five (5) Business Days prior to the Final Measurement Date, the Company shall deliver to Parent a statement, prepared in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses set forth in the Final Adjustment Statement. Following days following the delivery of the Final Adjustment Statement to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used to prepare the Final Adjustment Statement and any supporting documentation that is reasonably necessary and appropriate for Parent to review the Final Adjustment Statement, and the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation of the Final Adjustment Statement. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments such statement by such accounting firm to the Company no later than three (3) Business Days after receipt of the Final Adjustment Statement, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, to the extent necessary, the Final Adjustment Statement shall be revised to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in the Final Adjustment Statement finally determined and agreed by the parties pursuant to this Section 1.5(c). For the avoidance of doubt, notwithstanding anything to the contrary herein, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed to the Final Adjustment Statement and the Per Share Merger Consideration in accordance with this Section 1.5(c), which agreement shall not be unreasonably withheld, conditioned or delayed by either partyparties.

Final Adjustment Statement. No later than (a) Within forty-five (545) Business Days prior to days following the Final Measurement Closing Date, the Company Purchasers shall prepare and deliver to Parent Sellers a statementfinal statement (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 3.4(a) above, prepared adjusted to take into account the final amounts as of the Effective Time determined in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses standard set forth in the Final Adjustment StatementSection 3.4. Following the delivery Sellers shall provide to Purchasers copies of the Final Adjustment Statement all invoices or other billing information actually received or sent by Sellers during this forty-five (45) day period to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used allow Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as are reasonably required in order for Sellers to understand and verify the accuracy of the computation of the amount(s) set forth therein. In the event the Closing does not occur on the last day of a given month, then the items that are included in the Final Adjustment Statement shall be prorated to the extent applicable as of the Closing Date as set forth on Schedule 3.4(a). (b) The Parties shall attempt to agree upon the Final Adjustment Statement within thirty (30) days following the delivery thereof to Sellers. If Sellers dispute any supporting documentation that is reasonably necessary and appropriate for Parent to review item set forth on the Final Adjustment Statement, and Sellers shall give Purchasers written notice thereof within thirty (30) days following the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation delivery to Sellers of the Final Adjustment StatementStatement setting forth in reasonable detail the disputed item or items. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement Sellers have not delivered such notice to Purchasers within such thirty (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments to the Company no later than three (330) Business Days after receipt of the Final Adjustment Statement, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, to the extent necessaryday period, the Final Adjustment Statement shall be revised deemed to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior be final and, to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in extent the Final Adjustment Statement finally determined reflects an adjustment to the Initial Purchase Price that is different from the adjustment calculated pursuant to Section 3.4, the Party that benefited from the variance in the adjustment made on the Closing Date shall pay to the other Party the variance amount within five (5) days following the expiration of such thirty (30) day period. If Sellers have delivered a notice of a dispute to Purchasers, the undisputed portion of the variance amount, if any, shall be paid to the Party entitled to receive the same within five (5) Business Days following the delivery of the notice by Sellers to Purchasers, and agreed the Parties shall jointly engage the Independent Accounting Firm and shall direct the Independent Accounting Firm to make a final, binding determination of all such disputes within forty-five (45) days of presentation to the Independent Accounting Firm by the parties pursuant Parties of the information that each such Party believes supports its position with respect to this Section 1.5(c)each disputed item. For the avoidance of doubt, notwithstanding anything Such information shall be presented by each Party to the contrary hereinIndependent Accounting Firm within ten (10) days following the selection thereof. The Parties will further direct the Independent Accounting Firm to deliver a written notice to Purchasers and Sellers setting forth its determination with respect to each disputed item. The results of such determination will be final and binding, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed balance of the variance amount, if any, resulting from such determination will be paid to the Final Adjustment Statement Party entitled to receive the same within ten (10) days of the Independent Accounting Firm's notice of its determination. The fees and expenses of the Independent Accounting Firm shall be borne in equal parts by the Purchasers on the one hand, and the Per Share Merger Consideration Sellers, on the other, and further agree that in accordance connection with this Section 1.5(c)the engagement of the Independent Accounting Firm, which agreement shall not be unreasonably withheldeach of the Purchasers and the Sellers will, conditioned or delayed if requested by either partythe Auditors, execute a reasonable engagement letter including customary indemnities.

Final Adjustment Statement. (i) No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to Seller, Buyer or Seller, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the net difference between (x) the Estimated Net Working Capital, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital, as shown on the Final Adjustment Statement and (y) the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement. The aggregate of any Disputed Amounts which are not finally resolved by Seller to Buyer's satisfaction at or prior to the time the Final Adjustment Statement is delivered will be subtracted from the actual Net Working Capital amount. (ii) In the event Seller objects to the Final Adjustment Statement, Seller shall notify Buyer in writing of such objection within the ten (10) day period following the delivery thereof, stating in such written objection the reasons therefor and setting forth the Seller's calculation of Seller's actual Net Working Capital at the Closing Date. Upon receipt by Buyer of such written objection, the parties shall attempt to resolve the disagreement concerning the Final Adjustment Statement through negotiation. Notwithstanding any other dispute resolution procedure provided for in this Agreement, if Buyer and Seller cannot resolve such disagreement concerning the Final Adjustment Statement within thirty (30) days following the end of the foregoing 10-day period, the parties shall submit the matter for resolution to a nationally recognized firm of independent certified public accountants not affiliated with either party, with the costs thereof to be shared equally by the parties. Such accounting firm shall deliver a statement setting forth its own calculation of the final adjustment to the parties within thirty (30) days of the submission of the matter to such firm. Any payment shown to be due by a party on the statement of such accounting firm shall be paid to the other party promptly but in no event later than five (5) Business Days prior to the Final Measurement Date, the Company shall deliver to Parent a statement, prepared in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses set forth in the Final Adjustment Statement. Following days following the delivery of the Final Adjustment Statement to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used to prepare the Final Adjustment Statement and any supporting documentation that is reasonably necessary and appropriate for Parent to review the Final Adjustment Statement, and the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation of the Final Adjustment Statement. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments such statement by such accounting firm to the Company no later than three (3) Business Days after receipt of the Final Adjustment Statement, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, to the extent necessary, the Final Adjustment Statement shall be revised to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in the Final Adjustment Statement finally determined and agreed by the parties pursuant to this Section 1.5(c). For the avoidance of doubt, notwithstanding anything to the contrary herein, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed to the Final Adjustment Statement and the Per Share Merger Consideration in accordance with this Section 1.5(c), which agreement shall not be unreasonably withheld, conditioned or delayed by either partyparties.

Final Adjustment Statement. (i) No later than sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount, together with a copy of Buyer's work papers showing in reasonable detail the calculation of the actual Net Working Capital and the actual Revenues Adjustment Amount on the Final Adjustment Statement. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to Sellers, Buyer or Sellers, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the difference between the Estimated Net Working Capital and the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement. (ii) In the event Sellers object to the Final Adjustment Statement and/or the calculation by Buyer of the actual Net Working Capital or the actual Revenues Adjustment Amount, Sellers shall notify Buyer in writing of such objection within the ten (10) day period following the delivery thereof, stating in such written objection the reasons therefor and setting forth the Sellers' calculation of Sellers' actual Net Working Capital and the actual Revenues Adjustment Amount at the Closing Date. Upon receipt by Buyer of such written objection, the parties shall attempt to resolve the disagreement concerning the Final Adjustment Statement through negotiation. Notwithstanding any other dispute resolution procedure provided for in this Agreement, if Buyer and Sellers cannot resolve such disagreement concerning the Final Adjustment Statement within thirty (30) days following the end of the foregoing 10-day period, the parties shall submit the matter for resolution to a nationally recognized firm of independent certified public accountants not affiliated with either party and mutually selected by the parties (the "Dispute Accountant"), with the costs thereof to be shared equally by the parties. In the event that the parties cannot agree on the Dispute Accountant, a nominee of each party shall agree on a third nominee, which nominee shall finally serve as the Dispute Account. Such Dispute Accountant shall deliver a statement setting forth its own calculation of the Final Adjustment Statement to the parties within thirty (30) days of the submission of the matter to such firm. Any payment shown to be due by a party on the statement prepared by such Dispute Accountant shall be paid to the other party promptly but in no event later than five (5) Business Days prior to the Final Measurement Date, the Company shall deliver to Parent a statement, prepared in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses set forth in the Final Adjustment Statement. Following days following the delivery of the Final Adjustment Statement to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used to prepare the Final Adjustment Statement and any supporting documentation that is reasonably necessary and appropriate for Parent to review the Final Adjustment Statement, and the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation of the Final Adjustment Statement. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments such statement by such accounting firm to the Company no later than three (3) Business Days after receipt of the Final Adjustment Statement, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, to the extent necessary, the Final Adjustment Statement shall be revised to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in the Final Adjustment Statement finally determined and agreed by the parties pursuant to this Section 1.5(c). For the avoidance of doubt, notwithstanding anything to the contrary herein, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed to the Final Adjustment Statement and the Per Share Merger Consideration in accordance with this Section 1.5(c), which agreement shall not be unreasonably withheld, conditioned or delayed by either partyparties.

Final Adjustment Statement. No later (a) The Seller shall prepare and deliver to the Buyer promptly after the Closing, and in any event within sixty (60) calendar days after and excluding the Closing Date, statements of each of (i) the Transferred Working Capital, (ii) the Transferred Cash and Transferred Indebtedness, and (iii) the Transferred Plan Liability (as such statements may be adjusted following resolution of any disputes in accordance with this Section 2.5, the “Final Working Capital Statement”, the “Final Cash/Indebtedness Statement” and the “Final Plan Liability Statement”, respectively, and together, the “Final Adjustment Statement”). (b) Each of the Final Working Capital Statement, the Final Cash/Indebtedness Statement and the Final Plan Liability Statement shall be prepared in accordance with the Financial Statements and with accounting policies, principles, practices and procedures used in the preparation thereof. Upon the Seller's reasonable request, the Buyer shall authorize and permit the Seller to have reasonable access during normal business hours, upon reasonable notice, to (i) the Purchased Assets, (ii) the properties, books and records relating to the Business and transferred pursuant to this Agreement, and (iii) the officers and other employees of the Buyer and its Affiliates, in each case, to the extent reasonably necessary or appropriate for the preparation of the Final Adjustment Statement or relating to any dispute regarding the Final Adjustment Statement or any component thereof. In preparing the inventory component of the Final Working Capital Statement, the Buyer and the Seller shall each cause its Representatives to jointly take a physical inventory of the Business (including consigned and off-site inventory) at a time to be mutually agreed between the Parties not less than five (5) Business Days prior to the Final Measurement Closing Date. (c) The Buyer shall be entitled to review, the Company shall deliver to Parent a statementand/or have reviewed by its advisors, prepared in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses set forth in the Final Adjustment Statement. Following the delivery of the Final Adjustment Statement to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used to prepare the Final Adjustment Statement and any supporting documentation that is reasonably necessary and appropriate for Parent to review the Final Adjustment Statement, and the Company Seller shall make available, upon Parent’s respond to any reasonable request and during normal business hours, inquiries from the appropriate Representatives of the Company Buyer and its Subsidiaries involved advisors with respect to the Final Adjustment Statement and its preparation and shall promptly provide any supporting documentation used in the preparation of the Final Adjustment StatementStatement that is reasonably requested by the Buyer and its advisors. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement Within twenty (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments to the Company no later than three (320) Business Days after receipt following and excluding the date of submission of the Final Adjustment Statement, the Buyer may elect to: (i) confirm in writing to the Seller that it agrees that (i) the Final Working Capital Statement identifies correctly the Transferred Working Capital, (ii) the Final Cash/Indebtedness Statement identifies correctly the Transferred Cash and Parent Transferred Indebtedness and (iii) the Final Plan Liability Statement identifies correctly the Transferred Plan Liability; or (ii) give notice to the Seller (“Disagreement Notice”) setting out in reasonable detail any item that the Buyer wishes to dispute (together, the “Disputed Items”) and the Company shallreasons for the dispute and the Buyer's proposed adjustment to each Disputed Item; provided, that the Buyer may serve a Disagreement Notice only if the aggregate amount of the proposed adjustments would result in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, a change to the extent necessaryFinal Adjustment Amount equal to or more than $50,000. (d) If the Buyer confirms in writing in accordance with Section 2.5(c)(i) that it agrees with the Final Adjustment Statement, or if the Buyer fails to give a Disagreement Notice as set forth above within the twenty (20) Business Day period referred to in Section 2.5(c)(ii), the Final Adjustment Statement shall be revised final and binding on the Parties for the purpose of this Agreement; provided, that any such amounts not specifically disputed in the Disagreement Notice shall be deemed final and binding upon the Parties for purposes of this Agreement upon the delivery of the Disagreement Notice. (e) If the Buyer serves a Disagreement Notice, the Parties shall resolve the Disputed Items as follows: (i) The Seller and the Buyer shall use commercially reasonable efforts to reflect any changes attempt to any component thereof mutually agreed to in writing resolve the Disputed Items by negotiation between their Representatives within sixty (60) calendar days after and excluding the date of receipt of the Disagreement Notice (“Resolution Period”) by the Company Seller. (ii) If the Seller and Parent prior the Buyer fail to agree upon the Disputed Items raised in the Disagreement Notice within the Resolution Period, either the Seller or the Buyer may demand within a period of ten (10) Business Days following the expiration of the Resolution Period that Deloitte & Touche LLP (“Final Auditor”) determine, with binding effect for the Parties, how the Disputed Items not already agreed upon between the Seller and the Buyer shall be settled in accordance with the Financial Statements and with accounting policies, principles, practices and procedures consistent with past practice as employed by the Selling Parties. (iii) The Final Auditor shall act as an expert and not as an arbitrator. The Final Auditor shall determine any dispute to the Closing (provided that neither extent relevant to resolving the Company nor Parent Disputed Items which may unreasonably withhold, condition include any issue involving the interpretation of any provision of this Agreement or delay such agreement)the Final Auditor's terms of reference. The Per Share Merger Consideration Final Auditor's activities and jurisdiction shall be calculated based limited to the Disputed Items. The Final Auditor's written decision on the Closing Loan Balance matters shall be final and Closing Company Transaction Expenses as set forth binding on the Parties in the absence of manifest error or fraud. (iv) Seller and the Buyer shall each use commercially reasonable efforts to cause the Final Adjustment Statement finally determined Auditor to resolve the Disputed Items as promptly as practicable, but in any event within a period of thirty (30) Business Days following the date on which the Final Auditor was appointed. The Buyer shall authorize and agreed by permit the parties Final Auditor to have reasonable access during normal business hours, upon reasonable notice, to (A) the Purchased Assets, (B) the properties, books and records relating to the Business, and (C) the officers and other employees of the Buyer and its Affiliates, in each case, to the extent reasonably necessary or appropriate in connection with the resolution of the Disputed Items. The Seller and its Affiliates shall authorize and permit the Final Auditor to have reasonable access during normal business hours, upon reasonable notice, to (x) the properties, books and records relating to the Business and transferred pursuant to this Section 1.5(c). For Agreement and (y) the avoidance officers and other employees of doubtthe Seller and its Affiliates, notwithstanding anything in each case, to the contrary hereinextent reasonably necessary or appropriate in connection with the resolution of the Disputed Items. (v) The terms “Final Transferred Working Capital”, “Final Transferred Cash”, “Final Transferred Indebtedness” and “Final Transferred Plan Liability” shall mean the Closing shall not Transferred Working Capital, Transferred Cash, Transferred Indebtedness and Transferred Plan Liability, in each case, as agreed to (or deemed to be consummated, unless and until Parent agreed to) by the Seller and the Company have mutually agreed to Buyer in accordance with the terms of Section 2.5(d) or resulting from the determinations made by the Final Adjustment Statement and the Per Share Merger Consideration Auditor in accordance with this Section 1.5(c2.5(e) (in addition to those items theretofore agreed to by the Seller and the Buyer), which agreement shall not be unreasonably withheld, conditioned or delayed by either party.

Final Adjustment Statement. (i) No later than seventy (70) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to Seller, Buyer or Seller, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the net difference between (x) the Estimated Net Working Capital, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital, as shown on the Final Adjustment Statement and (y) the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement. (ii) In the event Seller objects to the Final Adjustment Statement, Seller shall notify Buyer in writing of such objection within the ten (10) day period following the delivery thereof, stating in such written objection the reasons therefor and setting forth the Seller's calculation of Seller's actual Net Working Capital at the Closing Date. Upon receipt by Buyer of such written objection, the parties shall attempt to resolve the disagreement concerning the Final Adjustment Statement through negotiation. Notwithstanding any other dispute resolution procedure provided for in this Agreement, if Buyer and Seller cannot resolve such disagreement concerning the Final Adjustment Statement within thirty (30) days following the end of the foregoing 10-day period, the parties shall submit the matter for resolution to a nationally recognized firm of independent certified public accountants not affiliated with either party, with the costs thereof to be shared equally by the parties. Such accounting firm shall deliver a statement setting forth its own calculation of the final adjustment to the parties within thirty (30) days of the submission of the matter to such firm. Any payment shown to be due by a party on the statement of such accounting firm shall be paid to the other party promptly but in no event later than five (5) Business Days prior to the Final Measurement Date, the Company shall deliver to Parent a statement, prepared in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses set forth in the Final Adjustment Statement. Following days following the delivery of the Final Adjustment Statement to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used to prepare the Final Adjustment Statement and any supporting documentation that is reasonably necessary and appropriate for Parent to review the Final Adjustment Statement, and the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation of the Final Adjustment Statement. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments such statement by such accounting firm to the Company no later than three (3) Business Days after receipt of the Final Adjustment Statement, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, to the extent necessary, the Final Adjustment Statement shall be revised to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in the Final Adjustment Statement finally determined and agreed by the parties pursuant to this Section 1.5(c). For the avoidance of doubt, notwithstanding anything to the contrary herein, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed to the Final Adjustment Statement and the Per Share Merger Consideration in accordance with this Section 1.5(c), which agreement shall not be unreasonably withheld, conditioned or delayed by either partyparties.