Common use of Final Closing Balance Sheet Clause in Contracts

Final Closing Balance Sheet. The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows: (i) Within 45 days after the Closing Date, Buyer shall deliver to Sellers a balance sheet of Sellers as of the Effective Time, prepared in accordance with GAAP, except for the modifications set forth in Section 3.3(a), from the books and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers in the preparation of the Recent Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet. (ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as From the Closing Date through the date of the Effective Time payment provided for in Section 3.2(d), Purchaser shall be prepared as follows: give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (iincluding access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within 45 ninety (90) days after the Closing Date, Buyer shall deliver to Sellers a balance sheet of Sellers as delivery of the Effective TimeClosing Balance Sheet and the Closing Calculation, prepared in accordance with GAAP, except for the modifications set forth in Section 3.3(a), from the books and records of Sellers, on Sellers shall have completed a basis otherwise consistent with GAAP theretofore followed by Sellers in the preparation review of the Recent Closing Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Closing Calculation. After such review, if Sellers as of and Purchaser reach agreement on the Effective Time. The Closing Balance Sheet and the Closing Calculation, such balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet. (ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” and such calculation of Net Asset Value shall mean be the balance sheet “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers as of determined pursuant to the Effective Time as finally determined for purposes of this Article 3Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates.

Final Closing Balance Sheet. The balance sheet Closing Balance Sheet or, if it has been adopted or finally determined pursuant to Section 2.7(a)(iii), the Revised Closing Balance Sheet, as appropriate, shall be deemed to be final, binding and conclusive on Parent and the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (the “Final Closing Balance Sheet”) upon the earliest of Sellers prepared as (A) the failure of the Effective Time shall be prepared as follows: (i) Within 45 days after the Closing Date, Buyer shall Stockholder Representative to deliver to Sellers a balance sheet of Sellers as of Parent the Effective Time, prepared in accordance with GAAP, except for Dispute Notice by the modifications set forth in Section 3.3(a), from the books and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers in the preparation of the Recent Balance Sheet twentieth (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (120th) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet. (ii) Within 30 days Business Day following the Parent’s delivery of the balance sheet referred to in (i) above, Sellers may object Closing Balance Sheet to the calculation Stockholder Representative; (B) the resolution of Net Working Capital or any of all disputes by Parent and the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made Stockholder Representative, as evidenced by, if appropriate, a Revised Closing Balance Sheet certified in writing by the Stockholder Representative and shall state Sellers’ determination of Parent; or (C) the amount of the Net working capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined all disputes by the Independent Accounting Firm) bears , and, if applicable, Parent and the Stockholder Representative, in accordance with Section 2.7(a)(iii), as evidenced by written certification by the Stockholder Representative and Parent including, if appropriate, a Revised Closing Balance Sheet. Subject to Section 2.7(b)(ix), any adjustment of the total amount of such disputed items so submitted. (v) As used in this Agreement, Merger Consideration based on the term “Final Closing Balance Sheet” Sheet shall mean be made on the balance sheet fifth (5th) Business Day following the determination of Sellers the Final Closing Balance Sheet (the “Adjustment Payment Date”) in accordance with Section 2.7(b) below. The unpaid Debt as of the Effective Time as finally determined for purposes reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Debt”. The unpaid Transaction Expenses as of this Article 3the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Transaction Expenses”. The consolidated Cash of the Centerre Companies as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Cash”.

Final Closing Balance Sheet. The balance sheet Parent shall have the right to audit the Estimated Closing Balance Sheet, including the calculation of Sellers prepared as Working Capital, within sixty (60) calendar days of delivery of the Effective Time shall be prepared as follows: Estimated Closing Balance Sheet. Within sixty (i60) Within 45 calendar days after the Closing Date, Buyer the Parent and the Company shall cause an independent accounting firm acceptable to the Parent and Stockholders’ Representative to prepare and deliver to Sellers a Parent and Stockholders’ Representative an audited balance sheet of Sellers the Company as of the Effective TimeClosing Date (the “Final Closing Balance Sheet”), which shall be prepared on the same basis and in accordance with GAAPthe same form as the Estimated Closing Balance Sheet. After delivery of the Final Closing Balance Sheet, except for the modifications Cash Consideration delivered as of the Closing shall be adjusted as follows (the “Final Cash Consideration Adjustment”): (i) To the extent that the calculation of Working Capital in the Final Closing Balance Sheet is greater than the calculation of Working Capital set forth in Section 3.3(a)the Estimated Closing Balance Sheet, from Parent shall pay to Stockholders’ Representative (for distribution to the books and records of SellersStockholders) such difference. In addition, on a basis otherwise consistent with GAAP theretofore followed by Sellers in the preparation of the Recent Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet time of such payment, all Working Capital Escrowed Funds and any other property held in the Working Capital Escrow Account shall be accompanied by detailed schedules of distributed to the assets and liabilities of Sellers Stockholders’ Representative (1) setting forth for distribution to the amount of Net Working Capital (as defined above) reflected in the balance sheetStockholders). (ii) Within 30 days following To the delivery of the balance sheet referred to in (i) above, Sellers may object to extent that the calculation of Net Working Capital or any of in the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and Final Closing Balance Sheet is less than the calculation of Net working capitalWorking Capital set forth in the Estimated Closing Balance Sheet, which the difference shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed delivered to use every reasonable effort Parent from the Working Capital Escrow Account pursuant to perform its services within 15 days of submission the terms of the balance sheet to it and, in any case, as soon as practicable after Escrow Agreement and this Section 3.03. To the extent such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand difference in the same proportion that Estimated Closing Balance Sheet from the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” Sheet exceeds the Working Capital Escrowed Funds held in the Working Capital Escrow Account, the Stockholders’ Representative shall mean the balance sheet of Sellers as deliver such excess amounts to Parent on behalf of the Effective Time as finally determined Stockholders. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet is less than the Working Capital Escrowed Funds held in the Working Capital Escrow Account, after payment of the difference to Parent, the remaining funds held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for purposes of this Article 3distribution to the Stockholders).

Final Closing Balance Sheet. The balance sheet Final Closing Balance Sheet of Sellers prepared as of the Effective Time --------------------------- Company shall be prepared as follows: (i) Within 45 forty-five (45) days after the Closing Date, Buyer shall deliver to Sellers Shareholders a pro forma balance sheet of Sellers the PA Division as of the Effective Time, prepared in accordance with GAAP, except for the modifications set forth in Section 3.3(a), generally accepted accounting principles from the books and records of SellersCompany, on a basis otherwise consistent with GAAP the generally accepted accounting principles theretofore followed by Sellers Company in the preparation of the Recent Balance Sheet (as defined and in accordance with this Section 4.4 2.03, and fairly presenting the financial position of Sellers the PA Division as of the Effective Time. The balance sheet shall be accompanied by detailed schedules and by a report of the assets and liabilities of Sellers Buyer's independent accounts ("Buyer's Accountants") setting forth (1) setting forth the amount of Net Working Capital (as defined above) Value and Indebtedness Amount reflected in the balance sheet, and (2) the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 2.02(c) hereof, which adjustment shall be calculated in a manner consistent with the calculations used to arrive at the number set forth in Section 2.03(d)(ii). (ii) Within 30 thirty (30) days following the delivery of the balance sheet referred to in (i) above, Sellers Shareholders or their independent accountants ("Shareholders' Accountants") may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e2.02(c) hereof. Any such objection shall be made in writing and shall state Sellers’ determination Shareholders' calculation of the amount of the Net working capitalWorking Capital Value and Indebtedness Amount. (iii) In the event of a dispute or disagreement relating to the Net Working Capital such balance sheet or accompanying schedules which Buyer and Sellers Shareholders are unable to resolve, either party may elect to have all such disputes dispute or disagreements disagreement resolved by an accounting firm of nationally recognized standing (the “"Third Accounting Firm”") to be mutually selected by Sellers Shareholders and Buyer or, if no agreement is reached, by Shareholders' Accountants and Buyer's Accountants. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers Company as of the Effective Time and the calculation calculations of Net working capitalWorking Capital Value and Indebtedness Amount, which shall be final and binding for purposes of this Article 3II. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 fifteen (15) days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) . The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand shared by Buyer and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (Shareholders as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.follows:

Final Closing Balance Sheet. The balance sheet of Sellers prepared (a) As soon as of the Effective Time shall be prepared as follows: (i) Within 45 practicable, but in any event within 60 calendar days after following the Closing Date, Buyer Parent shall prepare (or cause to be prepared under its direction) and deliver to Sellers a the SBI Representative (A) an unaudited balance sheet of Sellers as of the Effective Time, prepared in accordance with GAAP, except for the modifications set forth in Section 3.3(a), from the books and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers in the preparation of the Recent Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet. (ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm SBI (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers ”) as of the Closing Date, and (B) a certificate based on such Final Closing Balance Sheet setting forth Parent’s calculation of the Net Working Capital Amount. The Final Closing Balance Sheet shall be prepared in accordance with GAAP and in a manner consistent with historical preparation of the SBI Financial Statements, except that it shall not contain the footnotes required thereby. (b) In the event that the Net Working Capital Amount as reflected on the Final Closing Balance Sheet is less than both (i) $13,100,000 and (ii) the amount set forth on the Closing Balance Sheet, then, subject to subparagraph (d) below, Parent shall be entitled to immediately deduct from the Indemnity Escrow, without regard to the Threshold, as a downward adjustment to the Aggregate Merger Consideration, the dollar amount equal to the difference between the Net Working Capital Amount as reflected on the Closing Balance Sheet and the Net Working Capital Amount as reflected on the Final Closing Balance Sheet. (c) In the event that the Net Working Capital Amount as reflected on the Final Closing Balance Sheet is greater than both (i) $14,100,000 and (ii) the amount set forth on the Closing Balance Sheet, then Parent shall pay to the holders of SBI Shares that were the holders immediately prior to the Effective Time, as an upward adjustment to the Aggregate Merger Consideration, an amount in cash equal to the difference between the Net Working Capital Amount as reflected on the Final Closing Balance Sheet and the Net Working Capital Amount as reflected on the Closing Balance Sheet. Such amount shall be paid to the holders of the SBI Shares that were holders immediately prior to the Effective Time pro rata based on such holders’ portion of the total amount of Aggregate Merger Consideration paid to all holders of SBI Shares in the Merger at the Effective Time. (d) The SBI Representative may dispute any amounts reflected on the Final Closing Balance Sheet; provided, however, that the SBI Representative shall have notified Parent in writing of each disputed item, specifying the amount thereof in dispute, the calculation of the disputed amount and setting forth, in reasonable detail, the basis for such dispute, within 30 calendar days of the SBI Representative’s receipt of the Final Closing Balance Sheet. The SBI Representative shall be deemed to have agreed with all other items and amounts contained in the Final Closing Balance Sheet and the calculation of the Net Working Capital Amount. In the event of such a dispute, the SBI Representative and Parent shall attempt in good faith to reconcile their differences. If the SBI Representative and Parent are unable to reach a resolution within 30 calendar days after receipt by Parent of the SBI Representative’s written notice of dispute, the SBI Representative and Shareholder shall submit the items remaining in dispute for resolution to KPMG LLP (or such other independent accounting firm of national reputation as finally determined for purposes may be mutually acceptable to Parent and the SBI Representative) (the “Independent Accounting Firm”), which shall, within 60 calendar days of this Article 3such submission, determine and report to Parent and the SBI Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on Parent and the SBI Representative. The fees and disbursements of the Independent Accounting Firm shall be paid by the Parent; provided however, that if the Independent Accounting Firm shall determine that the net total variance of all items disputed by the SBI Representative varies by less than 10% of the amount calculated by Parent, then such fees and disbursements of the Independent Accounting Firm shall paid out of the Indemnity Escrow.

Final Closing Balance Sheet. The balance Final Closing Balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows: (i) Within 45 twenty (20) days after the Closing Date, Buyer Seller shall deliver to Sellers Buyer a balance sheet of Sellers Seller as of the Effective TimeClosing Date, prepared in accordance with GAAPthe accounting principles of Seller, except for the modifications set forth in Section 3.3(a), from the books and records of Sellers, applied on a consistent basis otherwise consistent with GAAP theretofore followed by Sellers in (the preparation of the Recent Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time"FINAL CLOSING BALANCE SHEET"). The balance sheet shall be accompanied by (A) detailed schedules of the assets Purchased Assets and liabilities of Sellers Assumed Liabilities, (1B) a report setting forth the amount of Net Working Capital any adjustment, if any, to the Purchase Price pursuant to Section 3.4(a) hereof, and (as defined aboveC) reflected a certificate of the Shareholders representing and warranting that the Final Closing Balance Sheet is true and correct in the balance sheetall material respects and was prepared in accordance with Seller's standard accounting practices. (ii) Within 30 fifteen (15) days following the delivery of the balance sheet referred to in (i) aboveFinal Closing Balance Sheet, Sellers Buyer or its independent accountants may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof3.4(a). Any such objection shall be made in writing and shall state Sellers’ Buyer's determination of the amount of Seller's Net Asset Value in sufficient detail for Seller to evaluate the Net working capitalbasis for Buyer's objections and the amounts subject to dispute. In the event that Buyer fails to deliver to Seller written notice of objection within fifteen (15) days following the delivery to Buyer of the Final Closing Balance Sheet, such Final Closing Balance Sheet delivered by Seller shall be deemed to be correct and to be the Final Closing Balance Sheet for purposes of this Agreement. (iii) In the event of a dispute or disagreement relating to the Net Working Capital Final Closing Balance Sheet or schedules which Buyer and Sellers Seller are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an Buyer's independent accountants or, if the Buyer's independent accountant is unwilling to serve, then by the San Diego, California firm of Xxxxxxxxxxx & Xxxxxxxxxxx. Such accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of disputed items on the balance sheet of Sellers Company as of the Effective Time Closing Date and the calculation of Net working capitalAsset Value, which shall be final and binding for purposes of this Article Section 3. The Third Accounting Firm Such accounting firm shall be instructed to use every reasonable effort to perform its services within 15 fifteen (15) days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.such

Final Closing Balance Sheet. The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows: No later than one hundred twenty (i120) Within 45 days after the Closing Date, Buyer shall will deliver to Sellers a balance sheet of Sellers as Seller the final Closing Balance Sheet (the “Final Closing Balance Sheet”) and the calculations of the Effective TimeFinal Net Working Capital based upon the Final Closing Balance Sheet, as well as the Final Closing Date Indebtedness, the Final Transaction Expenses, the Final Cash and Cash Equivalents and the Final Pension and Retiree Liability. The Final Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles; provided, however, that all accounts receivable amounts will reflect the most recent information available regarding the value of receivables subject to any provisional pricing arrangements; and provided, further, that in the event of a conflict between consistency with the Company Accounting Principles and compliance with GAAP, except for the modifications Company Accounting Principles set forth in Section 3.3(aon Schedule 1.06(a), from the books and records of Sellers, on a basis otherwise consistent compliance with GAAP theretofore followed by Sellers in the preparation of the Recent shall control. The Final Closing Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet shall be accompanied by detailed schedules a statement (the “Final Sales Statement”) of each Final Sale of ammonium sulfate that was a Provisional Sale as of immediately prior to the assets Closing, including the tonnage and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet. (ii) Within 30 days following the delivery of the balance sheet referred Final Sales Price thereof. Additionally, Seller shall direct Buck Consultants, LLC and PricewaterhouseCoopers LLP to in (i) above, Sellers may object to prepare the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing Final Pension and shall state Sellers’ determination of the amount of the Net working capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers Retiree Liability as of the Effective Time Closing Date by Buck Consultants, LLC updating the Pension Reports for the Pension Underfunding and PricewaterhouseCoopers LLP updating the calculation of Net working capital, which shall be final and binding Actuarial Valuation for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it andRetiree Obligation, in any each case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm Closing Date using the same methodology as was used to prepare the Pension Reports and Actuarial Valuation. Seller shall direct such firms to deliver such calculation to Buyer and Seller no later than one hundred twenty (120) days after the Closing Date. The Final Pension and Retiree Liability, as determined by Buck Consultants, LLC and PricewaterhouseCoopers LLP, shall be allocated between the Sellers final, conclusive and binding on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount parties, absent manifest error. The cost of such disputed items so submittedupdates prepared by Buck Consultants, LLC and PricewaterhouseCoopers LLP shall be paid by Seller. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows: (i) Within 45 days after the Closing Date, Buyer The Sellers shall deliver to Sellers a balance sheet of Sellers as have 20 Business Days following receipt of the Effective TimePreliminary Closing Balance Sheet in which to notify the Purchaser of any dispute, prepared disagreement or requested clarification ("DISPUTE") of any item contained therein, which notice shall set forth in reasonable detail the basis for such Dispute. The Purchaser and Sellers shall cooperate in good faith to resolve any Dispute for a period of 20 Business Days following the date of receipt by the Purchaser of the Sellers' notice of Dispute. If the Dispute is resolved within such period, the Preliminary Closing Balance Sheet shall be revised by the Purchaser, if necessary, to be in accordance with GAAP, except for the modifications set forth in Section 3.3(a), from agreement of the books Purchaser and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed and shall thereupon become the "FINAL CLOSING BALANCE SHEET," and shall become final and be considered accepted by Sellers in the preparation of the Recent Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheetparties. (ii) Within 30 days following If the delivery Sellers do not notify the Purchaser of any Dispute within 20 Business Days of receipt of the balance sheet referred to in (i) abovePreliminary Closing Balance Sheet, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection Preliminary Closing Balance Sheet shall be made in writing deemed to be the Final Closing Balance Sheet without revision or change, and shall state Sellers’ determination of become final and be considered accepted by the amount of the Net working capitalparties. (iii) In If the event of a dispute or disagreement relating to the Net Working Capital which Buyer Purchaser and Sellers are unable to resolveresolve any such Dispute, either party may elect to have all such disputes or disagreements Dispute shall be resolved by an a mutually acceptable accounting firm (of national standing in the “Third Accounting Firm”) to United States, provided, however, there shall be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution excluded from such role the parties' regular accounting firms, any accounting firms involved in the review of the balance sheet of Sellers as Company prior to the consummation of the Effective Time transactions contemplated by this Agreement and any accounting firms involved in the calculation preparation, review or audit of Net working capitalthe Preliminary Closing Balance Sheet. If the Purchaser and Sellers fail to mutually agree upon such accounting firm, which Ernst & Young, LLP, shall be final and binding for purposes of this Article 3selected as the accounting firm to resolve such Dispute. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall such firm will be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined paid by the Independent Accounting Firm) bears to party who does not prevail in such resolution by the total amount of such disputed items so submittedaccounting firm. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows: (i) Within 45 Not later than 30 days after the Closing Date, Buyer the Purchaser shall deliver to Sellers cause a consolidated balance sheet of Sellers the Corporation and the Subsidiaries as of at the Effective TimeClosing Date to be prepared and delivered to the Vendors' Representative, which balance sheet shall be prepared in accordance with GAAP, except for the modifications set forth generally accepted accounting principles in Section 3.3(a), from the books and records of Sellers, on a basis otherwise manner consistent with GAAP theretofore followed by Sellers in the preparation of the Recent Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet. (ii) Within 30 days following the delivery that of the balance sheet referred to in comprising the Audited Financial Statements, and which shall include a calculation of the Net Cash as at the Closing Date (i) abovewhich balance sheet, Sellers may object to together with the calculation of Net Working Capital or any Cash as at the Closing Date, is hereinafter referred to as the "FINAL CLOSING BALANCE SHEET"). The Purchaser shall provide the Vendors' Representative with reasonable access to the Corporation's financial records and working papers to assist in its review of the information contained in said balance sheet Final Closing Balance Sheet. If the Vendors' Representative notifies the Purchaser that it agrees with the Final Closing Balance Sheet within 30 days after receipt thereof or accompanying schedules which could affect the necessity or amount of any adjustment fails to deliver notice to the Purchase Price Purchaser of its disagreement therewith within such 30 day period, the Final Closing Balance Sheet shall be conclusive and binding on the Purchaser and the Vendors and the parties shall be deemed to have agreed thereto, in the first case, on the date the Purchaser receives the notice and, in the second case, on such 30th day. If the Vendors' Representative notifies the Purchaser of its disagreement with the Final Closing Balance Sheet within such 30 day period, then the Purchaser and the Vendors' Representative shall attempt, in good faith, to resolve their differences with respect thereto within 30 days after the Purchaser's receipt of the Vendors' Representative's notice of disagreement. Any disagreement over the Final Closing Balance Sheet (a "BALANCE SHEET DISPUTE") not resolved by the Purchaser and the Vendors' Representative within such 30 day period shall be submitted KPMG, Toronto, or such other nationally recognized accounting firm as the Vendors' Representative and the Purchaser may agree, provided that if there is a Balance Sheet Dispute pursuant to Section 3.2.(e) hereof. Any such objection both sections 2.11 and 2.13 the same accounting firm shall be made in writing employed (the "ACCOUNTANTS"). The Accountants shall act as experts, not as arbitrators, and shall state Sellers’ the determination of the amount Accountants shall, in the absence of manifest error, be final and binding on the Vendors and the Purchaser. The fees and expenses of the Net working capital. (iii) In Accountants, together with the event of a dispute or disagreement relating to costs, including the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution legal expenses of the balance sheet of Sellers as parties, shall be in the discretion of the Effective Time and the calculation of Net working capitalAccountants, which determination shall be final and binding for purposes of this Article 3on the Vendors and the Purchaser. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” , amended to reflect the resolution of each Balance Sheet Dispute as agreed in writing between the Vendors' Representative and the Purchaser or as determined by the Accountants, as the case may be, shall mean constitute the balance sheet of Sellers as of "FINAL CLOSING BALANCE SHEET" for the Effective Time as finally determined for purposes of this Article 3Agreement.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as (i) Following the Closing, Buyer shall prepare and deliver to the Seller no later than the seventy-fifth (75th) day following the Closing Date, a proposed Final Closing Balance Sheet of the Effective Time Company setting forth the proposed Final Closing Cash, Final Debt, Final Seller Transaction Costs and Final Net Working Capital, together with Buyer’s calculation of the Final Purchase Price, together in each case with reasonable supporting {N0221423 } 16 documentation and work papers related thereto. The Final Closing Balance Sheet shall be prepared as follows:consistent with the Statement Principles. Buyer’s proposed Final Closing Balance Sheet and calculation of the Final Purchase Price delivered to the Seller shall be final and binding on the Parties unless the Seller objects within thirty (30) days after receipt thereof by: (1) notifying Buyer in writing of each objection; and (2) delivering to Buyer a written statement describing in reasonable detail the basis for each objection along with the Seller’s proposed Final Closing Balance Sheet and calculation of the Final Purchase Price, which shall set forth the proposed amount of each item with respect to which Seller objects and reasonable supporting detail with respect to the calculation thereof (the notice and statements contemplated by the immediately preceding clauses (1) and (2), the “Objection Notice”); provided that the Seller may not dispute the Statement Principles. Any component of Buyer’s proposed Final Closing Balance Sheet and calculation of the Final Purchase Price that is not the subject of an objection by the Seller shall be final and binding on the Parties. If Buyer agrees with the objection(s) of the Seller, the Seller’s proposed Final Closing Balance Sheet and the Seller’s calculation of the Final Purchase Price, then the Seller’s proposed Final Closing Balance Sheet and calculation of the Final Purchase Price shall be final and binding on the Parties. (iii) Within 45 days after Throughout the period following the Closing Date, Buyer shall deliver permit the Seller and its counsel, accountants and other advisors reasonable access to Sellers a balance sheet of Sellers as of the Effective Time, prepared in accordance with GAAP, except for the modifications set forth in Section 3.3(a), from the books and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers in the preparation and appropriate accounting personnel of the Recent Company in connection with the Final Closing Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as calculation of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet. (ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Final Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capitalPrice. (iii) In The Parties shall use commercially reasonable efforts to resolve any items of disagreement described in Section 2.3(c)(i) as set forth in the event of a dispute or disagreement relating to Objection Notice; provided, however, that if the Net Working Capital which Buyer and Sellers Parties are unable to resolve, either party may elect resolve such items of disagreement in a written agreement with respect to have all such disputes objections set forth in the Objection Notice within thirty (30) days following Seller’s delivery of the Objection Notice, then upon written notice from the Seller to Buyer, or disagreements resolved by an accounting firm from Buyer to the Seller, the items for which there is disagreement set forth in the Objection Notice for which the Parties have not reached written resolution (the “Third Disputed Items”) shall be submitted for resolution to the McLean, Virginia office of BDO USA, LLP or, if such firm is unable or unwilling to act, such other firm of independent accountants of national standing to which the Parties agree and which has not performed services for the Company, the Seller or Buyer within the preceding three (3) year period (the “Independent Accounting Firm”). Within fifteen (15) Business Days after the Independent Accounting Firm has been retained, the Seller and Buyer shall furnish, at its own expense, to the Independent Accounting Firm and the other Party a written statement setting forth its respective computations of the proposed Final Closing Cash, Final Debt, Final Seller Transaction Costs and Final Net Working Capital, together with its respective proposed calculation of the Final Purchase Price, and such Party’s position (together with specific information, evidence and support for such position) with respect to each Disputed Item. Within ten (10) Business Days after the expiration of such fifteen (15) Business Day period, the Seller and Buyer may deliver to the Independent Accounting Firm and to the other Party its response to the other Party’s position on each Disputed Item. With each submission, the Seller and Buyer may also furnish to the Independent Accounting Firm such other information and documents as it deems relevant and shall furnish to the Independent Accounting Firm such information and documents as may be mutually selected requested by Sellers the Independent Accounting Firm, in each case with appropriate copies or {N0221423 } 17 notification being given to the other Party. In connection with such process, there shall be no hearings, oral examinations, testimony, depositions, discovery or other similar proceedings conducted by any Party or by the Independent Accounting Firm, except that the Independent Accounting Firm may, in its discretion, require a conference with the Seller and Buyer, at which conference each Party shall have the right to present additional documents, materials and other information as requested by the Independent Accounting Firm in writing and to have present its advisors, counsel and accountants. The Third Independent Accounting Firm shall make a resolution be directed to promptly, and in any event within sixty (60) days after its appointment pursuant to this Section 2.3(c)(iii), render its decision on the Disputed Items. The decision of the balance sheet Independent Accounting Firm on each Disputed Item may not be greater than the higher position of Sellers as Buyer or the Seller nor lower than the lower position of Buyer or the Seller with respect to such Disputed Item and shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with this Agreement and the Statement Principles. The determination of the Effective Time and the calculation of Net working capital, which Independent Accounting Firm as to any Disputed Item shall be final and binding for purposes on Buyer and the Seller, except in the case of this Article 3fraud or manifest error by or on the Independent Accounting Firm. The Third Independent Accounting Firm’s determination as to each Disputed Item shall be set forth in a written statement delivered to the Seller and Buyer, which shall include the Independent Accounting Firm’s determination of the Final Closing Balance Sheet, including setting forth Final Closing Cash, Final Debt, Final Seller Transaction Costs and Final Net Working Capital and the Final Purchase Price. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform also determine the proportion of its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for to be paid by the services of the Third Accounting Firm shall be allocated between the Sellers Seller, on the one hand hand, and the Buyer Buyer, on the other hand hand, based in inverse proportion to the same proportion that amount with respect to which the Independent Accounting Firm has accepted the positions of each Party relative to the aggregate amount contested by such Party and each Party shall pay its respective amount, if any, within thirty (30) days after receipt of an invoice therefor from the disputed items submitted Independent Accounting Firm. For example, if the Seller submits a Disputed Item to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by with a value of $100,000 and the Independent Accounting Firm awards $75,000 to the Seller, the Seller shall bear 25% of the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” ’s fees and expenses and Buyer shall mean the balance sheet of Sellers as bear 75% of the Effective Time as finally determined for purposes of this Article 3Independent Accounting Firm’s fees and expenses.

Final Closing Balance Sheet. The (a) Not later than sixty (60) days after the Closing Date, the Seller shall cause the consolidated balance sheet of Sellers the Company to be prepared as of the Effective Time in accordance with GAAP (however, no current or deferred income taxes, payable or receivable, shall be prepared reflected on such balance sheet), and shall deliver such balance sheet to the Buyer (the "Preliminary Closing Balance Sheet"). The Seller shall also prepare and deliver to the Buyer with the Preliminary Closing Balance Sheet a schedule setting forth its calculation of Net Book Value based on the Preliminary Closing Balance Sheet as follows:of the Effective Time. (b) If, within thirty (30) days following its receipt of the Preliminary Closing Balance Sheet, the Buyer does not dispute the Preliminary Closing Balance Sheet and/or the Seller's calculation of Net Book Value, such balance sheet shall be deemed to be the closing balance sheet of the Company (the "Final Closing Balance Sheet") for all purposes under this Agreement. (c) In the event the Buyer has any dispute with regard to the calculation of Net Book Value, such dispute shall be resolved in the following manner. (i) Within 45 The Buyer shall notify the Seller in writing within thirty (30) days after the Buyer's receipt of the Preliminary Closing Balance Sheet, which notice shall specify in reasonable detail the nature of the dispute. (ii) During the thirty (30) day period following the Seller's receipt of such notice, the Buyer and the Seller shall attempt to resolve such dispute and to determine the final calculation of Net Book Value. (iii) If, at the end of the thirty (30) day period specified in subsection (c) (ii) above, the Buyer and the Seller shall have failed to reach a written agreement with respect to all or a portion of such dispute (those items that remain in dispute at the end of such period are the "Unresolved Changes"), the matter shall be referred to the Neutral Auditors within ten (10) days of the end of such period. (iv) Each party hereto agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne pro rata by the Seller and the Buyer in proportion to the allocation of the dollar amount of the Unresolved Changes, in the aggregate, between the Buyer and the Seller made by the Neutral Auditors such that the party with whom the Neutral Auditors agree more closely pays a lesser proportion of the fees and expenses. The Neutral Auditors shall act as an arbitrator to determine, based solely on the provisions of this Agreement and the presentations by the Seller and the Buyer, or representatives thereof, and not by independent review, only the resolution of the Unresolved Changes. The Neutral Auditors' resolution of the Unresolved Changes, which for each of the Unresolved Changes shall be within the range of values of the amount claimed by either party as to any of the Unresolved Changes, shall be made within thirty (30) days of the submission of the Unresolved Changes to the Neutral Auditors, shall be set forth in a written statement delivered to the Seller and the Buyer and shall be deemed to be mutually agreed upon by the Buyer and the Seller for all purposes of this Agreement. Any changes to the Preliminary Closing Balance Sheet resulting from such resolution of the Unresolved Changes shall be made, and such Preliminary Closing Balance Sheet, as so changed shall be the Final Closing Balance Sheet. (d) During the preparation of the Preliminary Closing Balance Sheet and the period of any dispute within the contemplation of this Section 2.4, the Buyer shall, and shall cause the Company to, (i) provide the Seller and the Seller's authorized representatives with full access to the books, records, facilities and employees of the Company and the Subsidiary, (ii) provide the Seller, within ten (10) Business Days after the Closing Date, Buyer shall deliver to Sellers a balance sheet of Sellers with month-end financial information as of the Effective Time, including any information on magnetic tape or diskette requested by the Seller (such information to be consistent with that prepared by the Company in accordance with GAAP, except for the modifications set forth in Section 3.3(aOrdinary Course of Business prior to the Closing), from (iii) cooperate fully with the books Seller and records of Sellersthe Seller's authorized representatives, including providing, on a basis otherwise consistent with GAAP theretofore followed by Sellers timely basis, all information necessary or useful in preparing the Preliminary Closing Balance Sheet, and require Company Employees who become employees of the Buyer to assist the Seller and the Seller's authorized representatives in the preparation of the Recent Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet. (ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Preliminary Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as Upon receipt of the Effective Time shall be prepared as follows: (i) Within 45 days after the Initial Closing DateBalance Sheet, Buyer shall deliver and its independent accountants will be permitted during the succeeding 35 day period to Sellers a balance sheet of Sellers as of the Effective Time, prepared in accordance with GAAP, except for the modifications set forth in Section 3.3(a), from examine the books and records of SellersSeller and the work papers prepared by Seller or Seller's accountants. If Buyer agrees to the Initial Closing Balance Sheet, on a basis otherwise consistent with GAAP theretofore followed by Sellers in it will become the preparation Final Closing Balance Sheet. If Buyer does not agree to the Initial Closing Balance Sheet it will within 35 calendar days after delivery of the Recent Initial Closing Balance Sheet by Seller, prepare and deliver to Seller a list of disputed adjustments (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of "Disputed Adjustments") Buyer believes should have been recorded on the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth Initial Closing Balance Sheet, specifying the amount of Net Working Capital (as defined above) each Disputed Adjustment which Buyer believes should have been reflected in on the balance sheet. (ii) Within 30 Initial Closing Balance Sheet. Buyer and Seller will use their best efforts to resolve the Disputed Adjustments. If Buyer and Seller are able to reach an agreement on the Disputed Adjustments, the Initial Closing Balance Sheet will be amended to reflect such agreement and will become the Final Closing Balance Sheet. If Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within seven calendar days following the delivery after receipt by Seller of the balance sheet referred Disputed Adjustments, then the Disputed Adjustments will be immediately submitted by Buyer and Seller to their independent public accountants, and the parties will use their reasonable efforts to cause their accountants to promptly review and assist the parties in (i) aboveresolving the Disputed Adjustments. Buyer and Seller will each be responsible for the fees, Sellers may object costs and expenses of their respective independent accountants. If the independent accountants for Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within seven calendar days after receipt by Buyer's independent accountant of such Disputed Adjustments, then the Disputed Adjustments will be resolved by a nationally-recognized firm of certified public accountants mutually acceptable to the calculation independent accountants of Net Working Capital or any Buyer and Seller (the "Accounting Referee"). The parties will use their reasonable efforts to cause the Accounting Referee to promptly review the Disputed Adjustments and determine the final value of each of the information contained Disputed Adjustments. In making such determination, the Accounting Referee will consider only the items or amounts in said balance sheet dispute (and any other items or accompanying schedules which could affect amounts relating thereto), and the necessity determination of each Disputed Adjustment's value, as so computed, will not, in any event, be less than zero or greater than the amount of such Disputed Adjustment. Such determination will be made within 30 calendar days after the date on which the Accounting Referee receives notice of the Disputed Adjustments, or as soon thereafter as possible. The Initial Closing Balance Sheet will then be amended to reflect the determination of the final value of each of the Disputed Adjustments and will become the Final Closing Balance Sheet. The fees, costs and expenses of the Accounting Referee in conducting such review will be paid equally by Buyer and by Seller. The Final Closing Balance Sheet will be deemed to be and will be conclusive and binding on the parties to this Agreement for purposes of determining any adjustment to of the Purchase Price pursuant to this Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital2.2. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows: (ia) Within 45 Not later than sixty (60) days after the Closing Date, the Buyer shall deliver to Sellers a cause the balance sheet of Sellers the Company to be prepared as of the Effective Time, prepared Closing Date in accordance with GAAPGAAP and using the same accounting methods, except for the modifications set forth in Section 3.3(a)policies, from the books practices and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers procedures used in the preparation of the Recent balance sheets included in the Financial Statements, and shall deliver such balance sheet to the Seller (the “Preliminary Closing Balance Sheet Sheet”), which balance sheet shall include the Buyer’s calculation (as defined in Section 4.4 and fairly presenting the financial position “Preliminary Purchase Price Calculation”) of Sellers the Company Closing Tangible Assets of the Company as of the Effective TimeClosing Date, the adjustments to the Purchase Price, if any, pursuant to Section 2.2(b) and the Purchase Price giving effect to such adjustments. (b) If, within thirty (30) days following its receipt of the Preliminary Closing Balance Sheet and the Preliminary Purchase Price Calculation, the Seller does not dispute the Preliminary Closing Balance Sheet or the Preliminary Purchase Price Calculation, the Preliminary Closing Balance Sheet shall be deemed to be the balance sheet of the Company as of the Closing Date (the “Final Closing Balance Sheet”) and the Purchase Price set forth in the Preliminary Purchase Price Calculation shall be final. (c) In the event the Seller has any dispute with regard to the Preliminary Closing Balance Sheet or the Preliminary Purchase Price Calculation, such dispute shall be resolved in the following manner. The balance sheet Seller shall be accompanied by detailed schedules notify the Buyer in writing of such dispute within thirty (30) days after the Seller’s receipt of the assets Preliminary Closing Balance Sheet, which notice shall specify in reasonable detail the nature of the dispute. (i) During the thirty (30) day period following the Buyer’s receipt of such notice, the Buyer and liabilities the Seller shall attempt to resolve such dispute and to determine the final calculation of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheetPurchase Price. (ii) Within 30 days following If, at the delivery end of the balance sheet referred to thirty (30) day period specified in subsection (ic)(i) above, Sellers may object the Buyer and the Seller shall have failed to reach a written agreement with respect to all or a portion of such dispute (those items that remain in dispute at the calculation end of Net Working Capital such period are the “Unresolved Changes”), the matter shall be referred to an accounting firm jointly selected by the Seller’s accountants and the Buyer’s accountants (the “Outside Accountants”) for review and resolution of any and all matters (but only such matters) which remain in dispute. The Buyer and the Seller shall instruct their respective accountants to select the Outside Accountants in good faith within ten (10) days. If either the Buyer’s or any the Seller’s accountants shall not be willing to select the Outside Accountants within such ten (10) day period, the other accountant shall select the Outside Accountants. If the Buyer’s or the Seller’s accountants cannot agree upon the Outside Accountants within such ten (10) day period, within an additional five (5) days, they shall each designate an Outside Accountant who has not performed work in the last two years for either the Seller or the Buyer and the Outside Accountants shall be selected by lot from those two accounting firms. If only one of the information contained in said balance sheet or accompanying schedules which could affect Seller’s and the necessity or amount Buyer’s accountants shall so designate a name of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any an accounting firm for selection by lot, such objection accounting firm so designated shall be made in writing and shall state Sellers’ determination of the amount of the Net working capitalOutside Accountants. (iii) In Each party hereto agrees to execute, if requested by the event of Outside Accountants, a dispute or disagreement reasonable engagement letter. All fees and expenses relating to the Net Working Capital which work, if any, to be performed by the Outside Accountants shall be borne pro rata by the Seller and the Buyer in inverse proportion to the allocation of the dollar amount of the Unresolved Changes, in the aggregate, between the Buyer and Sellers are unable the Seller made by the Outside Accountants such that the party with whom the Outside Accountants agree more closely pays a lesser proportion of the fees and expenses. The Outside Accountants shall act as an arbitrator to resolvedetermine, based solely on the provisions of this Agreement and the presentations by the Seller and the Buyer, or Representatives thereof, and not by independent review, only the resolution of the Unresolved Changes. The Outside Accountants’ resolution of the Unresolved Changes, which for each of the Unresolved Changes shall be within the range of values of the amount claimed by either party may elect as to have all such disputes or disagreements resolved by an accounting firm any of the Unresolved Changes, shall be made within thirty (30) days of the “Third Accounting Firm”) submission of the Unresolved Changes to the Outside Accountants, shall be set forth in a written statement delivered to the Seller and the Buyer and shall be deemed to be mutually selected agreed upon by Sellers the Buyer and Buyerthe Seller for all purposes of this Agreement. The Third Accounting Firm shall make a Any changes to the Preliminary Closing Balance Sheet resulting from such resolution of the balance sheet of Sellers Unresolved Changes shall be made, and such Preliminary Closing Balance Sheet, as of so changed shall be the Effective Time Final Closing Balance Sheet and the calculation of Net working capital, which Purchase Price therefrom shall be final and binding for all purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submissionhereunder. (ivd) The fees and expenses for At all times prior to the services final determination of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet and the Purchase Price, the Buyer shall, and shall cause the Company to cooperate fully with the Seller and the Seller’s authorized Representatives, including providing, on a timely basis, all information necessary or useful in reviewing the Preliminary Closing Balance Sheet” shall mean the balance sheet of Sellers as , and require Company Employees who become employees of the Effective Time as finally determined for purposes Buyer to assist the Seller and the Seller’s authorized representatives in the review of this Article 3the Preliminary Closing Balance Sheet.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as From the Closing Date through the date of the Effective Time payment provided for in Section 3.2(d), Purchaser shall be prepared as follows: give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (iincluding access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within 45 ninety (90) days after the Closing Date, Buyer shall deliver to Sellers a balance sheet of Sellers as delivery of the Effective TimeClosing Balance Sheet and the Closing Calculation, prepared in accordance with GAAP, except for the modifications set forth in Section 3.3(a), from the books and records of Sellers, on Sellers shall have completed a basis otherwise consistent with GAAP theretofore followed by Sellers in the preparation review of the Recent Closing Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Closing Calculation. After such review, if Sellers as of and Purchaser reach agreement on the Effective Time. The Closing Balance Sheet and the Closing Calculation, such balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet. (ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” and such calculation of Net Asset Value shall mean be the balance sheet “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers as determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates. 18 (c) For purposes hereof, “Net Asset Value” means, in respect of Sellers, on a consolidated basis, eliminating the effect of any transactions or arrangements between Sellers and/or any of their Affiliates other than trade accounts receivable owing from any Affiliates of Sellers, the book value of the Effective Time Purchased Assets, as finally determined adjusted for purposes amortization and depreciation, less the book value of the Assumed Liabilities. All calculations of “Net Asset Value” hereunder shall be made by excluding deferred income taxes and shall include all deferred charges that relate to the ongoing operations and that benefit Purchaser. For the avoidance of doubt, any adjustments proposed by E&Y for the preparation of the Audited Financial Statements solely in respect of the recognition of termite renewal revenue, whether or not accepted by Sellers, shall not be made in the preparation of the Pre-Closing Calculation or the Final Closing Calculation pursuant to this Article 3.Section 3.2. (d)

Final Closing Balance Sheet. The balance sheet Balance Sheet of Sellers the Business prepared as of the Effective Time shall be prepared as follows: (i) Within 45 sixty (60) days after the Closing DateClosing, Buyer shall deliver to Sellers Company will prepare a balance sheet of Sellers Balance Sheet as of the Effective Time, prepared in accordance with GAAP, except for Time (the modifications set forth in Section 3.3(a"Preliminary Closing Balance Sheet"), from the books and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers Buyer will cooperate in the preparation of the Recent such Preliminary Closing Balance Sheet. Company will prepare such Balance Sheet (as defined in accordance with this Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time3.3. The balance sheet Preliminary Closing Balance Sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1i) setting set forth the amount of the Net Working Capital (as defined above) reflected Asset Value in the balance sheet. Preliminary Closing Balance Sheet and (ii) Within 30 days following the delivery be accompanied by a calculation of the balance sheet referred to in (i) above, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 3.2.(e3.2.(c). (ii) hereofWithin thirty (30) days following the delivery to it of the Preliminary Closing Balance Sheet, Buyer may object to any of the information contained in the Preliminary Closing Balance Sheet or the accompanying schedules which could effect the necessity or amount of any payment by Buyer or Company pursuant to Section 3.2.(c). Any such objection shall be made in writing and delivered to Company within such time period, shall include detailed itemization of Buyer's objections and its reasons therefor, and shall state Sellers’ Buyer's determination of the amount of the Net working capitalAsset Value. If no such objection is delivered to Company within such time period, then Buyer shall be deemed to have accepted the Preliminary Closing Balance Sheet. (iii) If Buyer shall deliver a timely objection to the Preliminary Closing Balance Sheet, then Buyer and Company shall promptly meet and in good faith attempt to resolve any dispute or disagreement. In connection with any such dispute or disagreement, each of Buyer and Company shall provide the other with a written calculation of the aggregate amount that should be recorded on the Preliminary Closing Balance Sheet as of the Closing Date for any items in dispute based upon its position with respect to such disputed items. In the event of a dispute or disagreement relating to the Net Working Capital Preliminary Closing Balance Sheet or schedules which Buyer and Sellers Company are unable to resolveresolve within thirty (30) days following Company's receipt of Buyer's objections, either party may elect to have all such disputes or disagreements ("Disputes") resolved by an accounting firm Xxxxxx Xxxxxxxx or, in the event Xxxxxx Xxxxxxxx is unable or unwilling to resolve the Disputes, Coopers & Xxxxxxx (the “"Third Accounting Firm”) "). In connection with the engagement of the Third Accounting Firm, each of the parties shall execute reasonable engagement letters and shall supply all such other documents and information reasonably required by the Third Accounting Firm. Without limiting the obligations of the parties under this Section 3.3, each party shall be permitted to be mutually selected by Sellers submit such data and Buyerinformation to the Third Accounting Firm as such party deems appropriate. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers disputes and disagreements relating to the Preliminary Closing Balance Sheet as of the Effective Time and the calculation of Net working capitalAsset Value, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet Preliminary Closing Balance Sheet to it and, in any case, as soon as practicable after such submission. In resolving any Dispute, the Third Accounting Firm (1) shall utilize the criteria set forth in Section 3.3. (a) and (2) shall not assign a value to any item greater than the greatest value for such item claimed by either Company or Buyer or less than the smallest value for such item claimed by either Company or Buyer, in each case, as presented to the Third Accounting Firm. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “"Final Closing Balance Sheet” " shall mean the balance sheet of Sellers the Business as of the Effective Time as finally determined for purposes of this Article 3, whether by acquiescence of Buyer in the figures supplied by Company in accordance with Section 3.3 (d)(i) and (ii), by negotiation and agreement of the parties or by the Third Accounting Firm in accordance with Section 3.3 (d)(iii).

Final Closing Balance Sheet. The balance sheet Final Closing Balance Sheet of Sellers Company prepared as of the Effective Time October 25, 1997 shall be prepared as follows: (i) Within 45 days after the Closing DatePrior to December 23, 1997, Buyer shall deliver to Sellers the Shareholders a balance sheet of Sellers Company as of the Effective TimeOctober 25, 1997, prepared in accordance with generally accepted accounting principles ("GAAP, except for the modifications set forth in Section 3.3(a), ") from the books and records of SellersCompany, on a basis otherwise consistent with the GAAP theretofore followed by Sellers Company in the preparation of the Recent Company's Financial Statements as of December 28, 1996 (the "Proposed Closing Balance Sheet"). The Proposed Closing Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers Company as of October 25, 1997, and related statements of income and cash flows for the calendar year to date and shall set forth: (1) setting forth the amount of Net Excluded Debt and Excess Working Capital Capital, (as defined above2) reflected in that the balance sheetsheet has been prepared in accordance with GAAP, on a basis consistent with the accounting principles theretofore followed by Company, and (3) the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 2.3 hereof. (ii) Within 30 days following the delivery of the balance sheet Proposed Closing Balance Sheet referred to in (i) above, Sellers the Shareholders or a firm of independent accountants engaged by the Shareholders ("Shareholders' Accountants") may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to payment by Buyer or the Purchase Price Shareholders pursuant to Section 3.2.(e) 2.3 hereof. Any such objection shall be made in writing and shall state Sellers’ the Shareholders' determination of the amount of the Net working capitalExcluded Debt and Excess Working Capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital Proposed Closing Balance Sheet or schedules which Buyer and Sellers the Shareholders are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an independent accounting firm of nationally recognized standing (the “"Third Accounting Firm”") to be mutually selected by Sellers the Shareholders and Buyer. The Third Accounting Firm shall make a resolution determination of the balance sheet of Sellers Company as of the Effective Time October 25, 1997 and the calculation of Net working capitalExcluded Debt and Excess Working Capital, which shall be final and binding for purposes of this Article 32, and the resolution of such dispute shall be incorporated into the Final Closing Balance Sheet (as hereinafter defined). The Third Accounting Firm shall be instructed to use every ------------------------------------------------------------------------------- maturities of Excluded Debt as of the Closing Date. reasonable effort to perform its services within 15 days of submission of the balance sheet Proposed Closing Balance Sheet to it andit, and in any case, as soon as practicable after such submission. (iv) . The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand shared 50% by Buyer and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined 50% by the Independent Accounting Firm) bears to the total amount of such disputed items so submittedShareholders. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as Upon receipt of the Effective Time shall be prepared as follows: (i) Within 45 days after the Initial Closing DateBalance Sheet, Buyer shall deliver and its independent accountants, will be permitted during the succeeding 30 day period to Sellers a balance sheet of Sellers as of the Effective Time, prepared in accordance with GAAP, except for the modifications set forth in Section 3.3(a), from examine the books and records of SellersSeller and the work papers prepared by Seller or Seller's accountants. If Buyer agrees to the Initial Closing Balance Sheet, on a basis otherwise consistent with GAAP theretofore followed by Sellers in it will become the preparation Final Closing Balance Sheet. If Buyer cannot agree to the Initial Closing Balance Sheet it will within 30 calendar days after delivery of the Recent Initial Closing Balance Sheet by Seller, prepare and deliver to Seller a list of disputed adjustments (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of "Disputed Adjustments") Buyer believes should have been recorded on the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth Initial Closing Balance Sheet, specifying the amount of Net Working Capital (as defined above) each Disputed Adjustment which Buyer believes should have been reflected in on the balance sheet. (ii) Within 30 Initial Closing Balance Sheet. Buyer and Seller will use their best efforts to resolve the Disputed Adjustments. If Buyer and Seller are able to reach an agreement on the Disputed Adjustments, the Initial Closing Balance Sheet will be amended to reflect such agreement and will become the Final Closing Balance Sheet. If Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within 15 calendar days following the delivery after receipt by Seller of the balance sheet referred Disputed Adjustments, then the Disputed Adjustments will be immediately submitted by Buyer and Seller to their independent public accountants, and the parties will use their reasonable efforts to cause their accountants to promptly review and assist the parties in (i) aboveresolving the Disputed Adjustments. Buyer and Seller will each be responsible for the fees, Sellers may object costs and expenses of their respective independent accountants. If the independent accountants for Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within 15 calendar days after receipt by Seller of such Disputed Adjustments, then the Disputed Adjustments will be resolved by Deloitte & Touche, LLP or, if such firm is unwilling or unable to act in such capacity, then by another nationally-recognized firm of certified public accountants mutually acceptable to the calculation independent accountants of Net Working Capital or any Buyer and Seller (the "Accounting Referee"). The parties will use their reasonable efforts to cause the Accounting Referee to promptly review the Disputed Adjustments and determine the final value of each of the information contained Disputed Adjustments. In making such determination, the Accounting Referee will consider only the items or amounts in said balance sheet dispute (and any other items or accompanying schedules which could affect amounts relating thereto), and the necessity determination of each Disputed Adjustment's value, as so computed, will not, in any event, be less than zero or greater than the amount of the Disputed Adjustments. Such determination will be made within 15 calendar days after the date on which the Accounting Referee receives notice of the Disputed Adjustments, or as soon thereafter as possible. The Initial Closing Balance Sheet will then be amended to reflect the determination of the final value of each of the Disputed Adjustments and will become the Final Closing Balance Sheet. The fees, costs and expenses of the Accounting Referee in conducting such review will be paid equally by Buyer and by Seller. The Final Closing Balance Sheet will be deemed to be and will be conclusive and binding on the parties to this Agreement for purposes of determining any adjustment to of the Purchase Price pursuant to this Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital2.3. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows: (i) Within 45 15 days after the Closing Delivery Date, Buyer Interland shall deliver to Sellers have completed a balance sheet of Sellers as review of the Effective TimePreliminary Closing Balance Sheet. After such review, prepared in accordance with GAAPif Interland and the Stockholder Representative reach agreement on the Preliminary Closing Balance Sheet, except for the modifications set forth in Section 3.3(a), from the books and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers in the preparation of the Recent Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The such balance sheet shall be accompanied by detailed schedules of the assets "Final Closing Balance Sheet." If however, Interland and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in Stockholder Representative are unable to reach agreement on the balance sheet. (ii) Within Preliminary Closing Balance Sheet within 30 days after Interland's completed review, then the parties shall submit the matter to such "Big Four" public accounting firm as is acceptable to the parties hereto (the "Accountants") for resolution. Such resolution by the Accountants shall be set forth in a written report ("Accountants Report") delivered by the Accountants to the parties hereto within 15 days following the submission of such dispute to the Accountants and the Preliminary Closing Balance Sheet as modified in accordance with the Accountant's Report shall be the "Final Closing Balance Sheet" and shall be final and binding upon the parties hereto. The Net Debt of Trellix as reflected on the Final Closing Balance Sheet shall be the Closing Net Debt of Trellix. Any amounts due shall be distributed in accordance with the terms of Section 2.3(a) within one calendar week following the delivery of the balance sheet referred to in (i) above, Sellers may object Accountants Report to the calculation of Net Working Capital or any parties hereto. The fees charged by the Accountants shall be paid 50% by the Stockholders and 50% by Interland. The portion of the information contained in said balance sheet or accompanying schedules which could affect fees payable by the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection Stockholders shall be made in writing and shall state Sellers’ determination of the amount of deducted from the Net working capitalDebt Shortfall Escrow, if sufficient funds are available, or if not, from the Indemnity Escrow. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, the term “Final Closing Balance Sheet” shall mean the balance sheet of Sellers as of the Effective Time as finally determined for purposes of this Article 3.

Final Closing Balance Sheet. The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows: (ia) Within 45 days after After the Closing Date, Buyer HBC shall deliver to Sellers prepare a consolidated balance sheet of Sellers the Company as of the Effective Time, close of business on the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared in accordance with GAAP; provided, except for however, that to the extent that any modifications set forth and suggestions of HBC are incorporated into the Estimated Closing Balance Sheet pursuant to the procedure described in Section 3.3(a1.04(a), from the books HBC may not treat such modifications and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers suggestions in the Closing Balance Sheet in a manner that is inconsistent with the Estimated Closing Balance Sheet and that would cause a reduction in Tangible Stockholders’ Equity. For the avoidance of doubt, the Closing Balance Sheet shall include, and the calculation of the Final Balance Sheet Adjustment Amount shall reflect, the payment or accrual of Third Party Expenses and amounts owed to participants under the BVF/CSNK Acquisition Corp. Management Retention Plan as a result of the Contemplated Transactions (and the related effect on the Tax accrual). HBC shall deliver the Closing Balance Sheet and the determination of the Balance Sheet Target minus the Tangible Stockholders’ Equity as shown on the Closing Balance Sheet (the “Final Balance Sheet Adjustment Amount”) to the Stockholders’ Representative within ninety (90) days following the Closing Date. (b) The Stockholders’ Representative and its representatives shall, during reasonable business hours, be given reasonable access to (and copies of) all HBC’s books, records, and other documents, including work papers, worksheets, notes, and schedules, used in preparation of the Recent Closing Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as determination of the Effective Time. The balance sheet shall be accompanied by detailed schedules Final Balance Sheet Adjustment Amount, for the purpose of reviewing the Closing Balance Sheet and determination of the assets Final Balance Sheet Adjustment Amount, in each case, other than certain work papers that HBC considers proprietary, such as internal control documentation, engagement planning, time control and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheetaudit sign off, and quality control work papers. (iic) Within 30 If within thirty (30) days following the delivery of the balance sheet referred Closing Balance Sheet and the determination of the Final Balance Sheet Adjustment Amount to the Stockholders’ Representative, the Stockholders’ Representative has not given HBC notice of an objection as to any amounts set forth on the Closing Balance Sheet or the determination of the Final Balance Sheet Adjustment Amount (which notice shall state in reasonable detail the basis of the Stockholders’ Representative’s objections and the Stockholders’ proposed adjustments (the “Objection Notice”)), the Closing Balance Sheet and the determination of the Final Balance Sheet Adjustment Amount as prepared by HBC will be final, binding, and conclusive on HBC and the Stockholders. (d) If the Stockholders’ Representative timely gives HBC an Objection Notice and if the Stockholders’ Representative and HBC fail to resolve the issues raised in the Objection Notice within thirty (30) days after giving the Objection Notice, the Stockholders’ Representative and HBC shall submit the issues remaining in dispute for resolution to a recognized national or regional independent accounting firm mutually acceptable to HBC and the Stockholders’ Representative (the “Independent Accountants”). (e) HBC and the Stockholders’ Representative shall negotiate in good faith in order to seek agreement on the procedures to be followed by the Independent Accountants, including procedures with regard to the presentation of evidence. If HBC and the Stockholders’ Representative are unable to agree upon procedures within ten (10) days of the submission to the Independent Accountants, the Independent Accountants shall establish such procedures giving due regard to the intention of the parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either HBC or the Stockholders’ Representative. The Independent Accountants shall be directed to resolve only those issues in dispute and render a written report on their resolution of disputed issues with respect to the Closing Balance Sheet and the resulting Final Balance Sheet Adjustment Amount as promptly as practicable, but no later than sixty (60) days after the date on which the Independent Accountants are engaged. The determination by the Independent Accountants will be based solely on written submissions of HBC, on the one hand, and the Stockholders’ Representative, on the other hand, and will not involve independent review. Any determination of the Closing Balance Sheet or the Final Balance Sheet Adjustment Amount by the Independent Accountants will not be outside the range established by the amounts in (i) above, Sellers may object to the calculation of Net Working Capital or any of Closing Balance Sheet and the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount Final Balance Sheet Adjustment Amount proposed by HBC, and (ii) the Stockholders’ Representative’s proposed adjustments thereto. Such determination will be final, binding, and conclusive on the parties as of the Net working capitaldate of the determination notice sent by the Independent Accountants. (iiif) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers If issues are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party Accountants for resolution (as finally determined i) the Stockholders’ Representative and HBC shall execute any agreement required by the Independent Accounting FirmAccountants to accept their engagement pursuant to Section 1.05(e), (ii) bears the Stockholders’ Representative and HBC shall promptly furnish or cause to be furnished to the total Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other Representatives, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any other written material relating to the disputed issues, (iii) the determination by the Independent Accountants, as set forth in a report to be delivered by the Independent Accountants to both the Stockholders’ Representative and HBC, will include the revised Closing Balance Sheet and Final Balance Sheet Adjustment Amount, reflecting the changes required as a result of the determination made by the Independent Accountants, and (iv) the Stockholders’ Representative and HBC shall each bear one-half of the fees and costs of the Independent Accountants; provided, however, that the engagement agreement referred to in clause (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event the Stockholders’ Representative or HBC pay to the Independent Accountants any amount in excess of one-half of the fees and costs of its engagement, the other party(ies) agree(s) to reimburse the Stockholders’ Representative or HBC, as applicable, upon demand, to the extent required to equalize the payments made by the Stockholders’ Representative and HBC with respect to the fees and costs of the Independent Accountants. (g) If (i) the Final Balance Sheet Adjustment Amount is zero or a positive amount (A) HBC shall pay the Stockholders the amount, if any, that the Estimated Balance Sheet Adjustment Amount exceeds the Final Balance Sheet Adjustment Amount, or (B) the Stockholders shall pay HBC the amount, if any, that the Final Balance Sheet Adjustment Amount exceeds the Estimated Balance Sheet Adjustment Amount, and (ii) if the Final Balance Sheet Adjustment Amount is a negative amount, then HBC shall pay the Stockholders an amount equal to (A) the Estimated Balance Sheet Adjustment Amount, plus (B) the amount by which Tangible Stockholders’ Equity as shown on the Closing Balance Sheet exceeds the Balance Sheet Target ((i) and (ii)), (the “Settlement Amount”). The Settlement Amount shall be paid within five (5) business days after the Closing Balance Sheet and Final Balance Sheet Adjustment Amount become binding on the parties pursuant to this Section 1.05. If the Settlement Amount is required to be paid by HBC, HBC shall wire the Settlement Amount to the Stockholders in accordance with their Pro Rata Percentage and the wire instructions set forth on the Spreadsheet. If the Settlement Amount is required to be paid by the Stockholders, the Stockholders Representative shall collect from the Stockholders their respective Pro Rata Percentage of the Settlement Amount and shall remit the Settlement Amount to HBC by wire transfer pursuant to wire instructions furnished by HBC. If the Stockholders fail to timely remit the Settlement Amount, if owed, to HBC, HBC may at its sole option make a claim against the Escrow Account, provided, however, that HBC may seek recovery of the Settlement Amount from the Stockholders to replenish the Escrow Account in the amount of such disputed items so submitted. (v) As used in this Agreementclaim. If HBC elects to make a claim against the Escrow Account pursuant to the preceding sentence, the term “Final Closing Balance Sheet” Stockholders’ Representative shall mean execute a joint instruction with HBC to direct the balance sheet of Sellers as of Escrow Agent to release cash from the Effective Time as finally determined for purposes of this Article 3Escrow Account.