Common use of Final Adjustments Clause in Contracts

Final Adjustments. (a) Not more than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Parent a written statement (the “Final Closing Statement”) of (i) the Final Closing Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), (ii) the Final Closing Indebtedness, (iii) the Final Transaction Expenses and (iv) the Final Closing Cash, and including a reasonably detailed calculation of the various amounts of each component of Final Closing Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), the Final Closing Indebtedness, the Final Transaction Expenses and the Final Closing Cash. The Final Closing Statement shall be prepared in good faith in accordance with GAAP and on a basis consistent with the calculation of Net Working Capital set forth in Exhibit B. Calculations, estimates, amounts and other information used by Purchaser to prepare the Final Closing Statement shall not reflect or take into account developments between the Closing Date and the date of preparation or completion of the Final Closing Statement except for any conditions that existed prior to the Closing Date. Any such amounts determined to be payable pursuant to the Final Closing Statement shall be paid to either the Payment Recipient (in the case of an increase to the Closing Payment) or Purchaser (in the case of a decrease to the Closing Payment) pursuant to Section 3.03(e) (the “Final Adjustment”). The Closing Payment, as adjusted by the Final Adjustment, is referred to as the “Final Purchase Price”. From and after the delivery of the Final Closing Statement and until the Determination Date: (x) Parent and its representatives will be permitted to review the books, records and work papers of the Companies and of Purchaser and its Affiliates relating to the Final Closing Statement; and (y) Xxxx will, and will cause the Companies and their respective accountants to, cooperate with and assist Parent in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required; provided, that the accountants of the Companies and of Purchaser and its Affiliates shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (b) If Parent disagrees in whole or in part with the calculation of any amounts on the Final Closing Statement, Parent shall, within thirty (30) days after its receipt of the Final Closing Statement, notify Purchaser of such disagreement in writing (“Dispute Notice”), setting forth in detail the particulars of such disagreement. Any items or amounts on the Final Closing Statement not disputed in writing by Parent within thirty (30) days after receipt of the Final Closing Statement shall be final, binding and conclusive for purposes of this Agreement. If the Dispute Notice is timely provided, Purchaser and Parent shall use commercially reasonable efforts for a period of ten (10) Business Days (or such longer period as they may mutually agree) to, in good faith, attempt to resolve any disagreements with respect to the calculation of any amounts set forth in the Dispute Notice. If the parties resolve their differences over any disagreed item or amount, then Final Net Working Capital, Final Closing Indebtedness, Final Transaction Expenses and/or Final Closing Cash (as the case may be) shall be the amounts agreed by them in writing. If, at the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed), the parties are unable to fully resolve the disagreements in respect of any disagreed items or amounts, the parties shall refer the matter to the Auditor to resolve any remaining disagreements. The Auditor shall be instructed to (i) consider only such matters as to which there is a disagreement, (ii) determine, as promptly as practicable, whether the disputed amounts set forth in the Final Closing Statement were prepared in accordance with the standards set forth in this Agreement, and (iii) deliver, as promptly as practicable, but in any event within forty-five (45) days of the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed), to Parent and Purchaser its determination in writing. (c) The resolution for each disputed item or amount contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement; provided, however, with respect to each disputed matter, such determination, if not in accordance with the position of either Purchaser and Parent, shall not be in excess of the higher, or less than the lower, of the amounts advocated by Parent in the Dispute Notice or by Purchaser in the Final Closing Statement with respect to such disputed matter. For the avoidance of doubt, the Auditor shall not review or make any determination with respect to any matter other than the matters that remain in dispute as indicated in a Dispute Notice. Parent and Purchaser shall bear their own expenses in the preparation and review of the Estimated Closing Statement and Final Closing Statement, except that the fees and expenses of the Auditor shall be borne equally by Parent and Purchaser. During the review by the Auditor, each of Parent and Purchaser shall, and shall cause its respective Affiliates (including, in the case of Purchaser, the Companies) and its and their respective employees, accountants and other Representatives to, each make available to the Auditor interviews with such personnel, and such information, books and records and work papers, as may be reasonably requested by the Auditor to fulfill its obligations under this Section 3.03(c); provided, that the accountants of Parent or Purchaser shall not be obliged to make any work papers available to the Auditor except in accordance with such accountants’ normal disclosure procedures and then only after such Auditor has signed a customary agreement relating to such access to work papers. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Purchaser, Parent or their respective Affiliates, absent manifest error or fraud by Purchaser, Parent, Seller or the Auditor. The date on which all items and amounts set forth on the Final Closing Statement are finally determined in accordance with this Section 3.03 is hereinafter referred to as the “Determination Date.” (d) In the event the Auditor refuses engagement under this Section 3.03, Purchaser and Parent shall mutually agree on an Alternate Accounting Firm having no material relationship with the Companies, Purchaser, Parent or their respective Affiliates to resolve any disputes regarding the Final Closing Statement according to Section 3.03(c). If within thirty (30) days, Purchaser and Parent fail to mutually agree on an Alternate Accounting Firm, then, within an additional ten (10) days, Parent and Purchaser shall each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select a third (3rd) such firm who will act as the Alternate Accounting Firm. The firm selected in accordance with this Section 3.03(d) shall be the “Auditor” for the purposes of this Section 3.03. (e) If the Final Adjustment is less than the Estimated Adjustment, then within two (2) Business Days after the Determination Date, Parent shall pay Purchaser an amount equal to such shortfall by wire transfer of immediately available funds to an account designated in writing by Purchaser. If the Final Adjustment is greater than the Estimated Adjustment, then within two (2) Business Days after the Determination Date, Purchaser shall pay Parent an amount equal to such excess by wire transfer of immediately available funds to an account designated in writing by Parent. If there is no difference between the Final Adjustment and Estimated Adjustment, then there will be no adjustment to the Closing Payment pursuant to this Section 3.03. (f) The process set forth in this Section 3.03 shall be the sole and exclusive remedy of any of the parties and their respective Affiliates for any disputes related to the Final Closing Statement, the Final Adjustment and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement.

Final Adjustments. (a) Not No more than sixty ninety (6090) days after the Closing Date, Purchaser Sellers shall prepare and deliver to Parent Buyer a written statement (the “Final Closing Statement”) of (i) the Final Closing Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), (ii) the Final Closing Indebtedness, (iii) the Final Transaction Expenses and (iv) the Final Closing Cash, and including a reasonably detailed calculation breakdown of the various amounts of each component of Final Net Working Capital, and the proration amounts pursuant to Section 4.6 (to the extent not already reflected in the Estimated Closing Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), the Final Closing Indebtedness, the Final Transaction Expenses and the Final Closing Cash. The which Final Closing Statement shall be prepared in good faith in accordance with GAAP and on a basis consistent with the preparation of the Financial Information and the calculation of Net Working Capital set forth in Exhibit on Schedule B. Calculations, estimates, amounts and other information used by Purchaser to prepare the Final Closing Statement shall not reflect or take into account developments between the Closing Date and the date of preparation or completion of the Final Closing Statement except for any conditions that existed prior to the Closing Date. Any such amounts determined to be payable pursuant to the Final Closing Statement shall be paid to either the Payment Recipient (in the case of an increase to the Closing Payment) Sellers or Purchaser (in the case of a decrease to the Closing Payment) Buyer pursuant to Section 3.03(e4.3(d) hereof (the “Final AdjustmentClosing Payment”). The Closing Payment, as adjusted by the Final Adjustment, is referred to as the “Final Purchase Price”. From and after the delivery of the Final Closing Statement and until the Determination Date: (x) Parent and its representatives will be permitted to review the books, records and work papers of the Companies and of Purchaser and its Affiliates relating to the Final Closing Statement; and (y) Xxxx will, and will cause the Companies and their respective accountants to, cooperate with and assist Parent in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required; provided, that the accountants of the Companies and of Purchaser and its Affiliates shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (b) No more than ten (10) business days after the Closing Date, Sellers shall deliver to Buyer a final accounting as of the Closing of each of the items set forth in Section 4.2 hereof (the “Final Operations Statement”), which Final Operations Statement shall be prepared in good faith and on a basis consistent with the calculation of the Tray Ledger and Markers set forth on Schedule C. Any such amounts determined pursuant to the Final Operations Statement shall be paid to either Sellers or Buyer, as applicable, pursuant to Section 4.3(d) hereof (the “Final Operations Payment”). (c) If Parent Buyer disagrees in whole or in part with the calculation of any amounts on the Final Closing StatementStatement and/or the Final Operations Statement (collectively, Parent the “Final Statements”), Buyer shall, within thirty twenty (3020) business days after its receipt of the applicable Final Closing Statement, notify Purchaser Sellers of such disagreement in writing (“Dispute Notice”)writing, setting forth in detail the particulars of such disagreement. Any items or amounts on Sellers will provide Buyer reasonable access to any of Sellers’ records and relevant employees not otherwise available to Buyer as a result of the Final Closing Statement not disputed in writing by Parent within thirty (30) days after receipt transactions contemplated hereby, to the extent reasonably related to Buyer’s review of the Final Closing Statements. If Buyer does not provide such notice of disagreement within the twenty (20) business day period, Buyer shall be deemed to have accepted the applicable Final Statement and the calculation of all amounts set forth thereon, which shall be final, binding and conclusive for purposes of this AgreementAgreement and not subject to any further recourse by Buyer or its Affiliates. If the Dispute Notice any such notice of disagreement is timely provided, Purchaser Buyer and Parent Sellers shall use commercially reasonable best efforts for a period of ten five (105) Business Days business days (or such longer period as they may mutually agree) to, in good faith, attempt to resolve any disagreements with respect to the calculation of any and all amounts set forth in on the Dispute Notice. If the parties resolve their differences over any disagreed item or amount, then applicable Final Net Working Capital, Final Closing Indebtedness, Final Transaction Expenses and/or Final Closing Cash (as the case may be) shall be the amounts agreed by them in writingStatement. If, at the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed)period, the parties are unable to fully resolve the disagreements in respect of any disagreed items or amountsdisagreements, the parties Auditor shall refer the matter to the Auditor to resolve any remaining disagreements. The Auditor shall be instructed to (i) consider only such matters as to which there is a disagreement, (ii) determine, as promptly as practicable, whether the disputed amounts set forth in on the applicable Final Closing Statement were prepared in accordance with the standards set forth in this Agreement, and (iii) deliver, as promptly as practicable, but in any event within forty-five (45) days of the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed), to Parent Sellers and Purchaser Buyer its determination in writing. (c) . The resolution for each disputed item or amount contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement; provided, however, and shall be consistent with respect to each disputed matter, such determination, if not in accordance with either the position of either Purchaser Sellers or Buyer. Sellers and Parent, shall not be in excess of the higher, or less than the lower, of the amounts advocated by Parent in the Dispute Notice or by Purchaser in the Final Closing Statement with respect to such disputed matter. For the avoidance of doubt, the Auditor shall not review or make any determination with respect to any matter other than the matters that remain in dispute as indicated in a Dispute Notice. Parent and Purchaser Buyer shall bear their own expenses in the preparation and review of the Estimated Closing Statement, Final Closing Statement, Estimated Operations Statement and Final Closing Operations Statement, except that the fees and expenses of the Auditor shall be borne equally paid one-half by Parent Buyer and Purchaser. During the review one-half by the Auditor, each of Parent and Purchaser shall, and shall cause its respective Affiliates (including, in the case of Purchaser, the Companies) and its and their respective employees, accountants and other Representatives to, each make available to the Auditor interviews with such personnel, and such information, books and records and work papers, as may be reasonably requested by the Auditor to fulfill its obligations under this Section 3.03(c); provided, that the accountants of Parent or Purchaser shall not be obliged to make any work papers available to the Auditor except in accordance with such accountants’ normal disclosure procedures and then only after such Auditor has signed a customary agreement relating to such access to work papersSellers. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by PurchaserBuyer, Parent Sellers or their respective Affiliates, absent manifest error or fraud by Purchaser, Parent, Seller . Any dispute with respect to the Final Statements will not affect any undisputed amounts in the Final Statements or the Auditorrelated payments contemplated by Section 4.3(d) hereof. The date on which all items and amounts an amount set forth on the a Final Closing Statement are is finally determined in accordance with this Section 3.03 4.3(c) is hereinafter referred to as the “Determination Date.” (d) In the event the Auditor refuses engagement under Any amounts determined to be due and owing to Sellers from Buyer or to Buyer from Sellers, as applicable, pursuant to this Section 3.03, Purchaser and Parent shall mutually agree on an Alternate Accounting Firm having no material relationship with the Companies, Purchaser, Parent or their respective Affiliates to resolve any disputes regarding the Final Closing Statement according to Section 3.03(c). If within thirty (30) days, Purchaser and Parent fail to mutually agree on an Alternate Accounting Firm, then, within an additional ten (10) days, Parent and Purchaser shall each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select a third (3rd) such firm who will act as the Alternate Accounting Firm. The firm selected in accordance with this Section 3.03(d) 4.3 shall be the “Auditor” for the purposes of this Section 3.03. (e) If the Final Adjustment is less than the Estimated Adjustmentpaid by Sellers to Buyer or by Buyer to Sellers, then as applicable, within two (2) Business Days business days after the applicable Determination Date, Parent shall pay Purchaser an amount equal to such shortfall by wire transfer of immediately available funds to an account designated in writing by Purchaser. If the Final Adjustment is greater than the Estimated Adjustment, then within two (2) Business Days after the Determination Date, Purchaser shall pay Parent an amount equal to such excess by wire transfer of immediately available funds to an account designated in writing by Parent. If there is no difference between the Final Adjustment and Estimated Adjustment, then there will be no adjustment to the Closing Payment pursuant to this Section 3.03. (f) The process set forth in this Section 3.03 shall be the sole and exclusive remedy of any of the parties and their respective Affiliates for any disputes related to the Final Closing Statement, the Final Adjustment and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement.

Final Adjustments. (a) Not No more than sixty ninety (6090) days after the Closing Date, Purchaser Growth Partners shall prepare and deliver to Parent CEOC a written statement (the “Final Closing Statement”) of ), including (i) the Final Closing Net Working CapitalCapital for each Specified Purchased Entity, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any) for all Specified Purchased Entities (in the aggregate), (ii) the Final Closing Indebtedness, (iii) the Final Transaction Expenses and (iv) the Final Closing Cash, and including a reasonably detailed calculation breakdown of the various amounts of each component of Net Working Capital for each Specified Purchased Entity, which shall be prepared in good faith and on a basis consistent with the preparation of the Financial Statements for the relevant Company Party and the calculation of Net Working Capital for the relevant Specified Purchased Entity as set forth on Exhibit C, (ii) the Final Closing Net Working CapitalCash for each Specified Purchased Entity (and, if applicable, CIC), including the resulting Final Closing Net Working Capital Cash Overage (if any) or Final Closing Net Working Capital Cash Shortage (if any) for all Specified Purchased Entities (and, if applicable, CIC) (in the aggregate) and (iii) a reasonably detailed schedule setting forth (x) the Final Pre-Closing Quad Renovation Expenditures, including the resulting Final Pre-Closing Quad Renovation Expenditures Overage (if any) or Final Pre-Closing Quad Renovation Expenditures Shortage (if any), and (y) the Final Closing Indebtedness, including the Final Transaction Expenses and the resulting Final Closing Cash. The Indebtedness Overage (if any) or Final Closing Statement shall be prepared Indebtedness Shortage (if any), in good faith in accordance with GAAP and on a basis consistent with the calculation of Net Working Capital set forth in Exhibit B. Calculationseach case, estimates, amounts and other information used by Purchaser including appropriate backup documentation to prepare the Final Closing Statement shall not reflect or take into account developments between the Closing Date and the date of preparation or completion of the Final Closing Statement except for any conditions that existed prior to the Closing Datesupport such amounts. Any such amounts determined to be payable pursuant to the Final Closing Statement shall be paid to either the Payment Recipient (in the case of an increase to the Closing Payment) CEOC or Purchaser (in the case of a decrease to the Closing Payment) Growth Partners pursuant to Section 3.03(e3.4(c) hereof (the “Final AdjustmentClosing Payment”). The Closing Payment, as adjusted by the Final AdjustmentClosing Payment, is referred to as the “Final Purchase Price”. From and after the delivery of the Final Closing Statement and until the Determination Date: (x) Parent and its representatives will be permitted to review the books, records and work papers of the Companies and of Purchaser and its Affiliates relating to the Final Closing Statement; and (y) Xxxx will, and will cause the Companies and their respective accountants to, cooperate with and assist Parent in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required; provided, that the accountants of the Companies and of Purchaser and its Affiliates shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (b) If Parent CEOC disagrees in whole or in part with the calculation of any amounts on the Final Closing Statement, Parent CEOC shall, within thirty (30) days Business Days after its receipt of the Final Closing Statement, notify Purchaser Growth Partners of such disagreement in writing (“Dispute Notice”)writing, setting forth in detail the particulars of such disagreement. Any items or amounts on If CEOC does not provide such notice of disagreement within the thirty (30) Business Day period, CEOC shall be deemed to have accepted the Final Closing Statement not disputed in writing by Parent within thirty (30) days after receipt and the calculation of the Final Closing Statement all amounts set forth thereon, which shall be final, binding and conclusive for purposes of this AgreementAgreement and not subject to any further recourse by CEOC or its Affiliates. If the Dispute Notice any such notice of disagreement is timely provided, Purchaser Growth Partners and Parent CEOC shall use commercially reasonable best efforts for a period of ten (10) Business Days (or such longer period as they may mutually agree) to, in good faith, attempt to resolve any disagreements with respect to the calculation of any and all amounts set forth in on the Dispute Notice. If the parties resolve their differences over any disagreed item or amount, then Final Net Working Capital, Final Closing Indebtedness, Final Transaction Expenses and/or Final Closing Cash (as the case may be) shall be the amounts agreed by them in writingStatement. If, at the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed)period, the parties Parties are unable to fully resolve the disagreements in respect of any disagreed items or amountsdisagreements, the parties Auditor shall refer the matter to the Auditor to resolve any remaining disagreements. The Auditor shall be instructed to (i) consider only such matters as to which there is a disagreement, (ii) determine, as promptly as practicable, whether the disputed amounts set forth in on the Final Closing Statement were prepared in accordance with the standards set forth in this Agreement, and (iii) deliver, as promptly as practicable, but in any event within forty-five (45) days of the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed), to Parent CEOC and Purchaser Growth Partners its determination in writing. (c) . The resolution for each disputed item or amount contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement; provided, however, with respect and shall be limited to each disputed matter, such determination, if not a determination of whether the position of CEOC or Growth Partners is more nearly consistent and in accordance with the position terms of either Purchaser this Agreement. CEOC and Parent, shall not be in excess of the higher, or less than the lower, of the amounts advocated by Parent in the Dispute Notice or by Purchaser in the Final Closing Statement with respect to such disputed matter. For the avoidance of doubt, the Auditor shall not review or make any determination with respect to any matter other than the matters that remain in dispute as indicated in a Dispute Notice. Parent and Purchaser Growth Partners shall bear their own expenses in the preparation and review of the Estimated Closing Statement and the Final Closing Statement, except that the fees and expenses of the Auditor shall be borne equally paid one-half by Parent Growth Partners and Purchaser. During the review one-half by the Auditor, each of Parent and Purchaser shall, and shall cause its respective Affiliates (including, in the case of Purchaser, the Companies) and its and their respective employees, accountants and other Representatives to, each make available to the Auditor interviews with such personnel, and such information, books and records and work papers, as may be reasonably requested by the Auditor to fulfill its obligations under this Section 3.03(c); provided, that the accountants of Parent or Purchaser shall not be obliged to make any work papers available to the Auditor except in accordance with such accountants’ normal disclosure procedures and then only after such Auditor has signed a customary agreement relating to such access to work papersCEOC. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by PurchaserGrowth Partners, Parent CEOC or their respective Affiliates, Affiliates absent manifest error or fraud by Purchaser, Parent, Seller error. Any dispute with respect to the Final Closing Statement will not affect any undisputed amounts in the Final Closing Statement or the Auditorrelated payments contemplated by Section 3.4(c) hereof. The date on which all items and amounts an amount set forth on the Final Closing Statement are is finally determined in accordance with this Section 3.03 3.4(b) is hereinafter referred to as the “Determination Date.” (dc) In the event the Auditor refuses engagement under Any amounts determined to be due and owing to CEOC from Growth Partners or to Growth Partners from CEOC, as applicable, pursuant to this Section 3.03, Purchaser and Parent shall mutually agree on an Alternate Accounting Firm having no material relationship with the Companies, Purchaser, Parent or their respective Affiliates to resolve any disputes regarding the Final Closing Statement according to Section 3.03(c). If within thirty (30) days, Purchaser and Parent fail to mutually agree on an Alternate Accounting Firm, then, within an additional ten (10) days, Parent and Purchaser shall each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select a third (3rd) such firm who will act as the Alternate Accounting Firm. The firm selected in accordance with this Section 3.03(d) 3.4 shall be the “Auditor” for the purposes of this Section 3.03. (e) If the Final Adjustment is less than the Estimated Adjustmentpaid by CEOC to Growth Partners or by Growth Partners to CEOC, then as applicable, within two (2) Business Days after the applicable Determination Date, Parent shall pay Purchaser an amount equal to such shortfall by wire transfer of immediately available funds to an account designated in writing by Purchaser. If the Final Adjustment is greater than the Estimated Adjustment, then within two (2) Business Days after the Determination Date, Purchaser shall pay Parent an amount equal to such excess by wire transfer of immediately available funds to an account designated in writing by Parent. If there is no difference between the Final Adjustment and Estimated Adjustment, then there will be no adjustment to the Closing Payment pursuant to this Section 3.03. (fd) The process set forth in this Section 3.03 shall be the sole CEOC will provide Growth Partners and exclusive remedy of its accountants and other Representatives reasonable access to any of CEOC’s books and records and relevant employees not otherwise available to Growth Partners as a result of the parties and their respective Affiliates for any disputes transactions contemplated hereby, to the extent reasonably related to Growth Partners’ review of the Estimated Closing Statement and Growth Partners’ preparation of the Final Closing Statement, the Final Adjustment and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement.

Final Adjustments. (a) Not No more than sixty ninety (6090) days after the Closing Date, Purchaser Buyer shall prepare and deliver to Parent Sellers a written statement certified by the Chief Financial Officer of Buyer (the “Final Closing Statement”) of (i) the Final Closing Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), (ii) the Final Closing Indebtedness, (iii) the Final Transaction Expenses and (iv) the Final Closing Cash, and including a reasonably detailed calculation of the various amounts of each component of Final Closing Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), the Final Closing Indebtedness, the Final Transaction Expenses and the Final Closing Cash. The which Final Closing Statement shall be prepared in good faith in accordance with GAAP and on a basis consistent with the preparation of the Financial Information and the calculation of Net Working Capital set forth in Exhibit B. Calculations, estimates, amounts and other information used by Purchaser to prepare the Final Closing Statement shall not reflect or take into account developments between the Closing Date and the date of preparation or completion of the Final Closing Statement except for any conditions that existed prior to the Closing Date. D. Any such amounts determined to be payable pursuant to the Final Closing Statement shall be paid to either the Payment Recipient (in the case of an increase to the Closing Payment) or Purchaser Sellers (in the case of a decrease to Final Closing Net Working Capital Overage) or Buyer (in the case of a Final Closing PaymentNet Working Capital Shortage) pursuant to Section 3.03(e) (the “Final AdjustmentClosing Payment”). (b) No more than twenty (20) days after the Closing Date, Buyer shall prepare and deliver to Sellers a written statement certified by the Chief Financial Officer of Buyer (the “Final Cage Cash Closing Statement”) of the Final Closing Cage Cash, including the resulting Final Closing Cage Cash Overage (if any) or Final Closing Cage Cash Shortage (if any), and including a reasonably detailed calculation of the various amounts of each component of Cage Cash, which Final Closing Statement shall be prepared in good faith. Any such amounts determined to be payable pursuant to the Final Cage Cash Closing Statement shall be paid either to Sellers (in the case of a Final Closing Cage Cash Overage) or Buyer (in the case of a Final Closing Cage Cash Shortage) pursuant to Section 3.03(e) (the “Final Cage Cash Closing Payment”). The Closing Payment, as adjusted by the Final AdjustmentClosing Payment and the Final Cage Cash Closing Payment, is referred to as the “Final Purchase Price”. From and after the delivery of the Final Closing Statement and until the Determination Date: (x) Parent and its representatives will be permitted to review the books, records and work papers of the Companies and of Purchaser and its Affiliates relating to the Final Closing Statement; and (y) Xxxx will, and will cause the Companies and their respective accountants to, cooperate with and assist Parent in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required; provided, that the accountants of the Companies and of Purchaser and its Affiliates shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (bc) If Parent disagrees in whole or in part Sellers disagree with the calculation of any amounts on the Final Closing StatementStatement and/or the Final Cage Cash Closing Statement (collectively, Parent the “Final Statements”), Sellers shall, within thirty ten (3010) days Business Days after its their receipt of the applicable Final Closing Statement, notify Purchaser Buyer of such disagreement in writing (“Dispute Notice”)writing, setting forth in detail the particulars of such disagreement. Any items or amounts on the applicable Final Closing Statement not disputed in writing by Parent Sellers within thirty ten (3010) days Business Days after receipt of the applicable Final Closing Statement shall be final, binding and conclusive for purposes of this Agreement. Buyer will provide Sellers reasonable access to any of Buyer’s and the Company’s records (including work papers and source documents) and relevant employees not otherwise available to Sellers as a result of the transactions contemplated hereby, to the extent reasonably related to Sellers’ review of the Final Statements. If the Dispute Notice any such notice of disagreement is timely provided, Purchaser Buyer and Parent Sellers shall use commercially reasonable efforts for a period of ten (10) Business Days (or such longer period as they may mutually agree) to, in good faith, attempt to resolve any disagreements with respect to the calculation of any amounts set forth in the Dispute Notice. If Final Statements (and which were previously identified in writing by Sellers pursuant to the parties resolve their differences over any disagreed item or amount, then Final Net Working Capital, Final Closing Indebtedness, Final Transaction Expenses and/or Final Closing Cash (as the case may be) shall be the amounts agreed by them in writingfirst sentence of this Section 3.03(c)). If, at the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed)period, the parties are unable to fully resolve the disagreements in respect of any disagreed items or amountsdisagreements, the parties shall refer the matter to Xxxxx Xxxxxx & Co., LLC (the Auditor “Auditor”) to resolve any remaining disagreements. The Auditor shall be instructed to (i) consider only such matters as to which there is a disagreement, (ii) determine, as promptly as practicable, whether the disputed amounts set forth in the applicable Final Closing Statement were prepared in accordance with the standards set forth in this Agreement, and (iii) deliver, as promptly as practicable, practicable but in any event within forty-five (45) days of the end of such ten (10) -Business Day period (or such longer period as the parties may have mutually agreed), to Parent Sellers and Purchaser Buyer its determination in writing. (c) . The resolution for each disputed item or amount contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement; provided, however, and shall be consistent with respect to each disputed matter, such determination, if not in accordance with either the position of either Purchaser Sellers or Buyer. Sellers and Parent, shall not be in excess of the higher, or less than the lower, of the amounts advocated by Parent in the Dispute Notice or by Purchaser in the Final Closing Statement with respect to such disputed matter. For the avoidance of doubt, the Auditor shall not review or make any determination with respect to any matter other than the matters that remain in dispute as indicated in a Dispute Notice. Parent and Purchaser Buyer shall bear their own expenses in the preparation and review of the Estimated Closing Statement, the Estimated Cage Cash Closing Statement and Final Closing StatementStatements, except that the fees and expenses of the Auditor shall be borne equally paid one-half by Parent Buyer and Purchaser. During the review one-half by the Auditor, each of Parent and Purchaser shall, and shall cause its respective Affiliates (including, in the case of Purchaser, the Companies) and its and their respective employees, accountants and other Representatives to, each make available to the Auditor interviews with such personnel, and such information, books and records and work papers, as may be reasonably requested by the Auditor to fulfill its obligations under this Section 3.03(c); provided, that the accountants of Parent or Purchaser shall not be obliged to make any work papers available to the Auditor except in accordance with such accountants’ normal disclosure procedures and then only after such Auditor has signed a customary agreement relating to such access to work papersSellers. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by PurchaserBuyer, Parent Sellers or their respective Affiliates, absent manifest error or fraud by PurchaserBuyer, Parent, Seller Sellers or the Auditor. The date on which all items and amounts an amount set forth on in the Final Closing Statement are Statements is finally determined in accordance with this Section 3.03 3.03(c) is hereinafter referred to as the “Determination Date.” (d) In the event the Auditor refuses engagement under this Section 3.03, Purchaser Buyer and Parent Sellers shall mutually agree on an Alternate Accounting Firm another nationally recognized firm of certified public accountants having no material relationship with the CompaniesCompany, PurchaserBuyer, Parent Sellers or their respective Affiliates to resolve any disputes regarding the Final Closing Statement Statements according to Section 3.03(c). If within thirty (30) days, Purchaser Buyer and Parent Sellers fail to mutually agree on such firm, Buyer and Sellers shall thereafter cause the American Arbitration Association to appoint the firm, and in making its determination with respect to such appointment, the American Arbitration Association shall take into account, and attempt to avoid appointing an Alternate Accounting Firmaccounting firm with any significant preexisting relationship with the Company, then, within an additional ten (10) days, Parent and Purchaser shall each select one such firm and those two firms shall, within ten (10) Business Days after Buyer or Sellers or their selection, select a third (3rd) such firm who will act as the Alternate Accounting Firmrespective Affiliates. The firm selected in accordance with this Section 3.03(d) 3.03 shall be the “Auditor” for the purposes of this Section 3.03Agreement. (e) If the Final Adjustment is less than the Estimated AdjustmentAny amounts determined to be due and owing to Sellers from Buyer or to Buyer from Sellers, then as applicable, pursuant to this Section 3.03 shall be paid by Sellers to Buyer or by Buyer to Sellers, as applicable, within two (2) Business Days after the applicable Determination Date, Parent shall pay Purchaser an amount equal to such shortfall by wire transfer of immediately available funds to an account designated in writing by Purchaser. If the Final Adjustment is greater than the Estimated Adjustment, then within two (2) Business Days after the Determination Date, Purchaser shall pay Parent an amount equal to such excess by wire transfer of immediately available funds to an account designated in writing by Parent. If there is no difference between the Final Adjustment and Estimated Adjustment, then there will be no adjustment to the Closing Payment pursuant to this Section 3.03. (f) The process set forth in this Section 3.03 shall be the sole and exclusive remedy of any of the parties and their respective Affiliates for any disputes related to the Final Closing Statement, the Final Adjustment and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement.

Final Adjustments. (a) Not No more than sixty ninety (6090) days after the Closing Date, Purchaser (i) CC Buyer shall prepare and deliver to Parent CCI a written statement (the “Final CCR Closing Statement”) of (i) the Final Closing Net Working Capital, including the resulting Final Closing CCR Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), (ii) the Final Closing Indebtedness, (iii) the Final Transaction Expenses and (iv) the Final Closing Cash, and including a reasonably detailed calculation breakdown of the various amounts of each component of Final Closing CCR Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), the Final Closing Indebtedness, the Final Transaction Expenses and the Final Closing Cash. The Final Closing Statement which shall be prepared in good faith in accordance with GAAP and on a basis consistent with the preparation of the Financial Information and the calculation of CCR Net Working Capital set forth in Exhibit B. Calculations, estimates, amounts and other information used by Purchaser to prepare the Final Closing Statement shall not reflect or take into account developments between the Closing Date and the date of preparation or completion Section 4.1(a) of the Final Closing Statement except for any conditions that existed prior Seller Disclosure Letter, and (ii) ELLC shall prepare and deliver to the Closing Date. Any such amounts determined to be payable pursuant to the Final Closing Statement shall be paid to either the Payment Recipient (in the case of an increase to the Closing Payment) or Purchaser (in the case of Galleon a decrease to the Closing Payment) pursuant to Section 3.03(e) written statement (the “Final Adjustment”). The SL Closing PaymentStatement” and, as adjusted by together with the Final AdjustmentCCR Closing Statement, is referred to as the “Final Purchase PriceClosing Statements”. From and after the delivery ) of (A) the Final Closing Statement and until the Determination Date: (x) Parent and its representatives will be permitted to review the booksSL Net Working Capital, records and work papers including a detailed breakdown of the Companies various amounts of each component of SL Net Working Capital, and of Purchaser and its Affiliates relating to (B) the Final Closing Statement; and (y) XX Xxxx will, and will cause the Companies and their respective accountants to, cooperate with and assist Parent in the conduct of such reviewTerm Liabilities, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required; provided, that the accountants a detailed breakdown of the Companies various amounts of each component of Long Term Liabilities, in each case, which shall be prepared in good faith and on a basis consistent with the preparation of Purchaser the SL Financial Information and its Affiliates shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures the calculations of SL Net Working Capital and then only after Parent has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountantsXX Xxxx Term Liabilities set forth on Section 4.1(b) of the Buyer Disclosure Letter. (b) If Parent CCI disagrees in whole or in part with the calculation of any amounts on the Final CCR Closing Statement, Parent or if Galleon disagrees with the calculation of any amounts on the Final SL Closing Statement (such Seller in such capacity, the “Disputing Seller”), the Disputing Seller shall, within thirty (30) days (such period, the “Dispute Period”) after its receipt of the Final CCR Closing Statement or Final SL Closing Statement, as applicable (each, a “Disputed Statement”), notify Purchaser Buyers of such disagreement in writing (“Dispute Notice”)writing, setting forth in detail the particulars of such disagreement. Any items or amounts on Buyers will provide the Disputing Seller reasonable access to any of Buyers’ records not otherwise available to Sellers as a result of the transactions contemplated hereby, including the Joint Venture records, to the extent reasonably related to the Disputing Seller’s review of the Disputed Statement. If any Seller fails to provide a notice of disagreement within the Dispute Period, such Seller shall be deemed to have accepted the Final CCR Closing Statement not disputed in writing by Parent within thirty (30) days after receipt or Final SL Closing Statement, as applicable, and the calculation of the Final Closing Statement shall be final, binding and conclusive for purposes of this Agreementall amounts set forth thereon. If any such notice of disagreement is timely provided within the Dispute Notice is timely providedPeriod, Purchaser Buyers and Parent the Disputing Seller shall use commercially reasonable efforts for a period of ten (10) Business Days business days (or such longer period as they may mutually agree) to, in good faith, attempt to resolve any disagreements with respect to the calculation of any and all disputed amounts set forth on the Disputed Statement, and any amounts or calculations set forth on the Disputed Statement that were not disputed in the Disputing Seller’s notice of disagreement delivered within the Dispute Notice. If the parties resolve their differences over any disagreed item or amount, then Final Net Working Capital, Final Closing Indebtedness, Final Transaction Expenses and/or Final Closing Cash (as the case may be) Period shall be the amounts agreed by them in writingdeemed to have been accepted. If, at the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed)period, the parties are unable to fully resolve the disagreements in respect of any disagreed items or amountsdisagreements, the parties Auditor shall refer the matter to the Auditor to resolve any remaining disagreements. The Auditor shall be instructed to (i) consider only such matters as to which there is a disagreement as set forth in the Disputing Seller’s notice of disagreement, (ii) determine, as promptly as practicable, whether the disputed amounts set forth in on the Final Closing Disputed Statement were prepared in accordance with the standards set forth in this AgreementARTICLE 4, and (iii) deliver, as promptly as practicable, but in any event within forty-five thirty (4530) days of the end of such ten (10) Business Day -business day period (or such longer period as the parties may have mutually agreed), to Parent the Disputing Seller and Purchaser Buyers its determination in writing. (c) . The resolution for each disputed item or amount contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement; providedARTICLE 4, however, and shall be consistent with respect to each disputed matter, such determination, if not in accordance with either the position of either Purchaser the Disputing Seller or Buyers. The Disputing Seller and Parent, shall not be in excess of the higher, or less than the lower, of the amounts advocated by Parent in the Dispute Notice or by Purchaser in the Final Closing Statement with respect to such disputed matter. For the avoidance of doubt, the Auditor shall not review or make any determination with respect to any matter other than the matters that remain in dispute as indicated in a Dispute Notice. Parent and Purchaser Buyers shall bear their own expenses in the preparation and review of the Estimated Closing Statement Statements and the Final Closing StatementStatements, except that the fees and expenses of the Auditor shall be borne equally paid one-half by Parent Buyers and Purchaser. During the review one-half by the Auditor, each of Parent and Purchaser shall, and shall cause its respective Affiliates (including, in the case of Purchaser, the Companies) and its and their respective employees, accountants and other Representatives to, each make available to the Auditor interviews with such personnel, and such information, books and records and work papers, as may be reasonably requested by the Auditor to fulfill its obligations under this Section 3.03(c); provided, that the accountants of Parent or Purchaser shall not be obliged to make any work papers available to the Auditor except in accordance with such accountants’ normal disclosure procedures and then only after such Auditor has signed a customary agreement relating to such access to work papersDisputing Seller. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by PurchaserBuyers, Parent Sellers or their respective Affiliates, absent manifest error effort or fraud by PurchaserBuyers, Parent, Seller Sellers or the Auditor. Any dispute with respect to the Final Closing Statements will not affect any undisputed amounts in the Final Closing Statements or the related payments contemplated by Section 4.2(c). The date on which all items and amounts any amount set forth on the a Final Closing Statement are is finally determined in accordance with this Section 3.03 4.2(b) is hereinafter referred to as the “Determination Date” for such amount.” (dc) In the event the Auditor refuses engagement under Any Purchase Price Overage determined to be due and owing to Sellers from Buyers, or any Purchase Price Shortage determined to be due and owing to Buyers from Sellers, as applicable, pursuant to this Section 3.03, Purchaser and Parent shall mutually agree on an Alternate Accounting Firm having no material relationship with 4.2 (the Companies, Purchaser, Parent or their respective Affiliates to resolve any disputes regarding the “Final Closing Statement according to Section 3.03(c). If within thirty (30) days, Purchaser and Parent fail to mutually agree on an Alternate Accounting Firm, then, within an additional ten (10) days, Parent and Purchaser shall each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select a third (3rd) such firm who will act as the Alternate Accounting Firm. The firm selected in accordance with this Section 3.03(dPayment”) shall be the “Auditor” for the purposes of this Section 3.03. (e) If the Final Adjustment is less than the Estimated Adjustmentpaid by Buyers to Sellers, then or by Sellers to Buyers, as applicable, within two (2) Business Days business days after the applicable Determination Date, Parent shall pay Purchaser an amount equal to such shortfall by wire transfer of immediately available funds to an account designated in writing by Purchaser. If the Final Adjustment is greater than the Estimated Adjustment, then within two (2) Business Days after the Determination Date, Purchaser shall pay Parent an amount equal to such excess by wire transfer of immediately available funds to an account designated in writing by Parent. If there is no difference between the Final Adjustment and Estimated Adjustment, then there will be no adjustment to the Closing Payment pursuant to this Section 3.03. (f) The process set forth in this Section 3.03 shall be the sole and exclusive remedy of any of the parties and their respective Affiliates for any disputes related to the Final Closing Statement, the Final Adjustment and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement.

Final Adjustments. (a) Not more than sixty (60) days after the Closing Date, Purchaser Buyer shall prepare and deliver to Parent Seller a written statement certified by the Chief Financial Officer of Buyer (the “Final Closing Statement”) of (i) the Final Closing Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), (ii) the Final Closing Indebtedness, (iii) the Final Transaction Expenses and (iv) the Final Closing Cash, and including a reasonably detailed calculation of the various amounts of each component of Final Closing Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), the Final Closing Indebtedness, the Final Transaction Expenses and the Final Closing Cash. The , and including a reasonably detailed calculation of the various amounts of each component of Net Working Capital, Indebtedness, Transaction Expenses and Closing Cash, which Final Closing Statement shall be prepared in good faith in accordance with GAAP and on a basis consistent with the preparation of the Financial Information and the calculation of Net Working Capital set forth in Exhibit B. Calculations, estimates, amounts and other information used by Purchaser Buyer to prepare the Final Closing Statement shall not reflect or take into account developments between the Closing Date and the date of preparation or completion of the Final Closing Statement except for any conditions that existed prior to the Closing Date. Any such amounts determined to be payable pursuant to the Final Closing Statement shall be paid to either the Payment Recipient Seller (in the case of an increase to the Closing Payment) or Purchaser Buyer (in the case of a decrease to the Closing Payment) pursuant to Section 3.03(e3.02(d) (the “Final Adjustment”). The Closing Payment, as adjusted by the Final Adjustment, is referred to as the “Final Purchase Price”. From and after the delivery of the Final Closing Statement and until the Determination Date: (x) Parent and its representatives will be permitted to review the books, records and work papers of the Companies and of Purchaser and its Affiliates relating to the Final Closing Statement; and (y) Xxxx will, and will cause the Companies and their respective accountants to, cooperate with and assist Parent in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required; provided, that the accountants of the Companies and of Purchaser and its Affiliates shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (b) If Parent Seller disagrees in whole or in part with the calculation of any amounts on the Final Closing Statement, Parent Seller shall, within thirty (30) days after its receipt of the Final Closing Statement, notify Purchaser Buyer of such disagreement in writing (“Dispute Notice”)writing, setting forth in detail the particulars of such disagreement. Any items or amounts on the Final Closing Statement not disputed in writing by Parent Seller within thirty (30) days after receipt of the Final Closing Statement shall be final, binding and conclusive for purposes of this Agreement. Buyer will provide Seller reasonable access to the Companies’ books and records (including work papers and source documents) and relevant personnel (including the Companies’ auditors, accountants and other consultants) not otherwise available to Seller as a result of the Transaction, to the extent reasonably related to Seller’s review of the Final Closing Statement. If the Dispute Notice any such notice of disagreement is timely provided, Purchaser Buyer and Parent Seller shall use commercially reasonable efforts for a period of ten (10) Business Days (or such longer period as they may mutually agree) to, in good faith, attempt to resolve any disagreements with respect to the calculation of any amounts set forth in the Dispute Notice. If the parties resolve their differences over any disagreed item or amount, then Final Net Working Capital, Final Closing Indebtedness, Final Transaction Expenses and/or Final Closing Cash (as the case may be) shall be the amounts agreed by them in writingStatement. If, at the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed)period, the parties are unable to fully resolve the disagreements in respect of any disagreed items or amountsdisagreements, the parties shall refer the matter to Pricewaterhouse Coopers LLP (the Auditor “Auditor”) to resolve any remaining disagreements. The Auditor shall be instructed to (i) consider only such matters as to which there is a disagreementdisagreement and will not assign any value to any item greater than the greatest value claimed for such item by either Seller or Buyer or less than the smallest value claimed for such item by either Seller or Buyer, (ii) determine, as promptly as practicable, whether the disputed amounts set forth in the Final Closing Statement were prepared in accordance with the standards set forth in this Agreement, and (iii) deliver, as promptly as practicable, but in any event within forty-five (45) days of the end of such ten (10) -Business Day period (or such longer period as the parties may have mutually agreed), to Parent Seller and Purchaser Buyer its determination in writing. (c) . The resolution for each disputed item or amount contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement; provided, however, with respect to each disputed matter, such determination, if not in accordance with the position of either Purchaser . Seller and Parent, shall not be in excess of the higher, or less than the lower, of the amounts advocated by Parent in the Dispute Notice or by Purchaser in the Final Closing Statement with respect to such disputed matter. For the avoidance of doubt, the Auditor shall not review or make any determination with respect to any matter other than the matters that remain in dispute as indicated in a Dispute Notice. Parent and Purchaser Buyer shall bear their own expenses in the preparation and review of the Estimated Closing Statement and Final Closing Statement, except that the fees and expenses of the Auditor shall be borne equally paid one-half by Parent Buyer and Purchaser. During the review one-half by the Auditor, each of Parent and Purchaser shall, and shall cause its respective Affiliates (including, in the case of Purchaser, the Companies) and its and their respective employees, accountants and other Representatives to, each make available to the Auditor interviews with such personnel, and such information, books and records and work papers, as may be reasonably requested by the Auditor to fulfill its obligations under this Section 3.03(c); provided, that the accountants of Parent or Purchaser shall not be obliged to make any work papers available to the Auditor except in accordance with such accountants’ normal disclosure procedures and then only after such Auditor has signed a customary agreement relating to such access to work papersSeller. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by PurchaserBuyer, Parent Seller or their respective Affiliates, absent manifest error or fraud by Purchaser, ParentBuyer, Seller or the Auditor. The date on which all items and amounts an amount set forth on the Final Closing Statement are is finally determined in accordance with this Section 3.03 3.02(b) is hereinafter referred to as the “Determination Date.” (dc) In the event the Auditor refuses engagement under this Section 3.033.02, Purchaser Buyer and Parent Seller shall mutually agree on an Alternate Accounting Firm another nationally recognized firm of certified public accountants having no material relationship with the Companies, PurchaserBuyer, Parent Seller or their respective Affiliates to resolve any disputes regarding the Final Closing Statement according to Section 3.03(c3.02(b). If within thirty (30) days, Purchaser Buyer and Parent Seller fail to mutually agree on such firm, Buyer and Seller shall thereafter cause the American Arbitration Association to appoint the firm, and in making its determination with respect to such appointment, the American Arbitration Association shall take into account, and attempt to avoid appointing an Alternate Accounting Firmaccounting firm with any significant preexisting relationship with any of the Companies, then, within an additional ten (10) days, Parent and Purchaser shall each select one such firm and those two firms shall, within ten (10) Business Days after Buyer or Seller or their selection, select a third (3rd) such firm who will act as the Alternate Accounting Firmrespective Affiliates. The firm selected in accordance with this Section 3.03(d3.02(c) shall be the “Auditor” for the purposes of this Section 3.03Agreement. (ed) If the Final Adjustment is less than the Estimated Adjustment, then within two (2) Business Days after the Determination Date, Parent Seller shall pay Purchaser an amount equal to Buyer such shortfall by shortfall, via wire transfer of immediately available funds to an account designated in writing by PurchaserBuyer. If the Final Adjustment is greater than the Estimated Adjustment, then within two (2) Business Days after the Determination Date, Purchaser Buyer shall pay Parent an amount equal to Seller such excess by excess, via wire transfer of immediately available funds to an account designated in writing by ParentSeller. If there is no difference between the Final Adjustment and Estimated Adjustment, then there will be no adjustment to the Closing Payment pursuant to this Section 3.033.02. (f) The process set forth in this Section 3.03 shall be the sole and exclusive remedy of any of the parties and their respective Affiliates for any disputes related to the Final Closing Statement, the Final Adjustment and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreement.

Final Adjustments. (a) Not more than sixty (60) days after the The Actual Closing Date, Purchaser shall prepare and deliver to Parent a written statement (the “Final Closing Statement”) of (i) the Final Closing Date Net Working Capital, including Actual Closing Date Cash, Actual Closing Date Debt and Actual Closing Date Transaction Expenses as finally determined pursuant to Section 2.4(b) and/or (c) shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the resulting Final parties to this Agreement. Within five Business Days after the Closing Date Statement (and the calculations of the Actual Closing Date Net Working Capital Overage Capital, Actual Closing Date Cash, Actual Closing Date Debt and Actual Closing Date Transaction Expenses set forth thereon) are deemed final and binding as provided in this Section 2.4 (after giving effect to any modifications thereto as mutually agreed by the Representative and Purchaser (if any) or Final and any modifications thereto resulting from any decision of the Neutral Accountant with respect thereto pursuant to clause (c) above): (i) If the Estimated Closing Date Net Working Capital Shortage (if any), (ii) is greater than the Final Actual Closing Indebtedness, (iii) the Final Transaction Expenses and (iv) the Final Closing Cash, and including a reasonably detailed calculation of the various amounts of each component of Final Closing Date Net Working Capital, including then the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), the Final Closing Indebtedness, the Final Transaction Expenses and the Final Closing Cash. The Final Closing Statement shall be prepared in good faith in accordance with GAAP and on a basis consistent with the calculation of Net Working Capital set forth in Exhibit B. Calculations, estimates, amounts and other information used by Purchaser to prepare the Final Closing Statement shall not reflect or take into account developments between the Closing Date and the date of preparation or completion of the Final Closing Statement except for any conditions that existed prior to the Closing Date. Any such amounts determined to be payable pursuant to the Final Closing Statement shall be paid to either the Payment Recipient (in the case of an increase to the Closing Payment) or Purchaser (in the case of a decrease to the Closing Payment) pursuant to Section 3.03(e) (the “Final Adjustment”). The Closing Payment, as adjusted by the Final Adjustment, is referred to as the “Final Purchase Price”. From and after the delivery of the Final Closing Statement and until the Determination Date: (x) Parent and its representatives will be permitted to review the books, records and work papers of the Companies and of Purchaser and its Affiliates relating to the Final Closing Statement; and (y) Xxxx will, and will cause the Companies and their respective accountants to, cooperate with and assist Parent in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required; provided, that the accountants of the Companies and of Purchaser and its Affiliates shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (b) If Parent disagrees in whole or in part with the calculation of any amounts on the Final Closing Statement, Parent shall, within thirty (30) days after its receipt of the Final Closing Statement, notify Purchaser of such disagreement in writing (“Dispute Notice”), setting forth in detail the particulars of such disagreement. Any items or amounts on the Final Closing Statement not disputed in writing by Parent within thirty (30) days after receipt of the Final Closing Statement shall be final, binding and conclusive for purposes of this Agreement. If the Dispute Notice is timely provided, Purchaser and Parent shall use commercially reasonable efforts for a period of ten (10) Business Days (or such longer period as they may mutually agree) to, in good faith, attempt to resolve any disagreements with respect to the calculation of any amounts set forth in the Dispute Notice. If the parties resolve their differences over any disagreed item or amount, then Final Net Working Capital, Final Closing Indebtedness, Final Transaction Expenses and/or Final Closing Cash (as the case may be) shall be the amounts agreed by them in writing. If, at the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed), the parties are unable to fully resolve the disagreements in respect of any disagreed items or amounts, the parties shall refer the matter to the Auditor to resolve any remaining disagreements. The Auditor shall be instructed to (i) consider only such matters as to which there is a disagreement, (ii) determine, as promptly as practicable, whether the disputed amounts set forth in the Final Closing Statement were prepared in accordance with the standards set forth in this Agreement, and (iii) deliver, as promptly as practicable, but in any event within forty-five (45) days of the end of such ten (10) Business Day period (or such longer period as the parties may have mutually agreed), to Parent and Purchaser its determination in writing. (c) The resolution for each disputed item or amount contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement; provided, however, with respect to each disputed matter, such determination, if not in accordance with the position of either Purchaser and Parent, shall not be in excess of the higher, or less than the lower, of the amounts advocated by Parent in the Dispute Notice or by Purchaser in the Final Closing Statement with respect to such disputed matter. For the avoidance of doubt, the Auditor shall not review or make any determination with respect to any matter other than the matters that remain in dispute as indicated in a Dispute Notice. Parent and Purchaser shall bear their own expenses in the preparation and review of the Estimated Closing Statement and Final Closing Statement, except that the fees and expenses of the Auditor shall be borne equally by Parent and Purchaser. During the review by the Auditor, each of Parent and Purchaser shall, and shall cause its respective Affiliates (including, in the case of Purchaser, the Companies) and its and their respective employees, accountants and other Representatives to, each make available to the Auditor interviews with such personnel, and such information, books and records and work papers, as may be reasonably requested by the Auditor to fulfill its obligations under this Section 3.03(c); provided, that the accountants of Parent or Purchaser shall not be obliged to make any work papers available to the Auditor except in accordance with such accountants’ normal disclosure procedures and then only after such Auditor has signed a customary agreement relating to such access to work papers. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Purchaser, Parent or their respective Affiliates, absent manifest error or fraud by Purchaser, Parent, Seller or the Auditor. The date on which all items and amounts set forth on the Final Closing Statement are finally determined in accordance with this Section 3.03 is hereinafter referred to as the “Determination Date.” (d) In the event the Auditor refuses engagement under this Section 3.03, Purchaser and Parent shall mutually agree on an Alternate Accounting Firm having no material relationship with the Companies, Purchaser, Parent or their respective Affiliates to resolve any disputes regarding the Final Closing Statement according to Section 3.03(c). If within thirty (30) days, Purchaser and Parent fail to mutually agree on an Alternate Accounting Firm, then, within an additional ten (10) days, Parent and Purchaser shall each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select a third (3rd) such firm who will act as the Alternate Accounting Firm. The firm selected in accordance with this Section 3.03(d) shall be the “Auditor” for the purposes of this Section 3.03. (e) If the Final Adjustment is less than the Estimated Adjustment, then within two (2) Business Days after the Determination Date, Parent Sellers shall pay to Purchaser an amount equal to such shortfall the difference between the Estimated Closing Date Net Working Capital and the Actual Closing Date Net Working Capital. If the Actual Closing Date Net Working Capital is greater than the Estimated Closing Date Net Working Capital, then Purchaser shall pay to the Seller Representative (on behalf of the Sellers) an aggregate amount equal to the difference between the Actual Closing Date Net Working Capital and Estimated Closing Date Net Working Capital. (ii) If the Estimated Closing Date Cash is greater than the Actual Closing Date Cash, then the Sellers shall pay to Purchaser an amount equal to the difference between the Estimated Closing Date Cash and the Actual Closing Date Cash. If the Actual Closing Date Cash is greater than the Estimated Closing Date Cash, then Purchaser shall pay to the Seller Representative (on behalf of the Sellers) an aggregate amount equal to the difference between the Actual Closing Date Cash and the Estimated Closing Date Cash. (iii) If the Estimated Closing Date Debt is greater than the Actual Closing Date Debt, then Purchaser shall pay to the Seller Representative (on behalf of the Sellers) an aggregate amount equal to the difference between the Estimated Closing Date Debt and the Actual Closing Date Debt. If the Actual Closing Date Debt is greater than the Estimated Closing Date Debt, then the Sellers shall pay to Purchaser an amount equal to the difference between the Actual Closing Date Debt and the Estimated Closing Date Debt. (iv) If the Estimated Company Transaction Expenses are greater than the Actual Company Transaction Expenses, then Purchaser shall pay to the Seller Representative (on behalf of the Sellers) an aggregate amount equal to the difference between the Estimated Company Transaction Expenses and the Actual Company Transaction Expenses. If the Actual Company Transaction Expenses are greater than the Estimated Company Transaction Expenses, then the Sellers shall pay to Purchaser an amount equal to the difference between the Actual Company Transaction Expenses and the Estimated Company Transaction Expenses. Without duplication, all payments required pursuant to Sections 2.4(d)(i) through (iv) above shall be aggregated, and the net payment (if any) owed by Purchaser to the Seller Representative (on behalf of the Sellers), on the one hand, or the Sellers to Purchaser, on the other hand, is referred to herein as the (“True-Up Payment”). The True-Up Payment shall include interest annually from the Closing Date through the date of payment at the prime interest rate as reported by The Wall Street Journal as of the Closing Date and shall be paid by wire transfer of immediately available funds to an a bank account designated by the recipient party. Notwithstanding anything else herein to the contrary, each of the Sellers and the Seller Representative acknowledge and agree that if the True-Up Payment is owed by Purchaser to the Seller Representative, upon Purchaser’s delivery of the True-Up Payment to the Seller Representative in writing by Purchaseraccordance with the provisions hereof, all obligations of Purchaser to the Seller Representative and the Sellers with respect to the payment of the True-Up Payment shall be deemed to be fully satisfied and discharged. If Notwithstanding anything else herein to the Final Adjustment is greater than the Estimated Adjustment, then within two (2) Business Days after the Determination Datecontrary, Purchaser shall pay Parent an amount equal acknowledges and agrees that if the True-Up Payment is owed by the Sellers, upon the Sellers’ or Seller Representative’s delivery of the True-Up Payment to such excess by wire transfer Purchaser in accordance with the provisions hereof, all obligations of immediately available funds to an account designated in writing by Parent. If there is no difference between the Final Adjustment and Estimated Adjustment, then there will be no adjustment Sellers with respect to the Closing payment of the True-Up Payment pursuant to this Section 3.03. (f) The process set forth in this Section 3.03 shall be deemed to be fully satisfied and discharged, provided that the sole and exclusive remedy of Sellers’ shall not be entitled to use any of the parties and their respective Affiliates for Escrow Amounts to satisfy any disputes related to the Final Closing Statement, the Final Adjustment and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties contained in this Agreementsuch obligations.