Common use of Final Closing Statement Clause in Contracts

Final Closing Statement. (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

Final Closing Statement. (a) On or before the date that is ninety (90) Within one hundred twenty days following after the Closing Date, Buyer or its representatives shall prepare and deliver to the General Partner a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses written report (the “"Final Closing Statement”") setting forth Buyer's final estimates of Closing Net Liabilities and shall deliver the Closing Equivalent Subscribers, determined in accordance with Section 2.5. The Final Closing Statement shall be prepared by Buyer in good faith and shall be certified by Buyer to be, as of the date prepared, its good faith estimate of the Closing Net Liabilities and Closing Equivalent Subscribers. Buyer shall allow the General Partner and its agents access at all reasonable times after the Closing Date to copies of the books, records and accounts of the FrontierVision Companies and make available to the Seller. Working Capital shall be determined disregarding any effects on General Partner such information as the assets and liabilities General Partner reasonably requests to allow the General Partner to examine the accuracy of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice Within thirty days after the date that the Final Closing Statement is delivered by Buyer to the General Partner, the General Partner shall specify in reasonable detail any contested amounts complete its examination thereof and the basis therefor and shall include may deliver to Buyer a schedule written report setting forth any proposed adjustments to any amounts set forth in the Seller’s determination of Working Capital, Indebtedness and Seller Transaction ExpensesFinal Closing Statement. If a Protest Notice is not delivered prior the General Partner notifies Buyer of its acceptance of the amounts set forth in the Final Closing Statement, or if the General Partner fails to deliver its report of any proposed adjustments within the Protest Datethirty day period specified in the preceding sentence, the Working Capital, Indebtedness and Seller Transaction Expenses as amounts set forth on in the Final Closing Statement shall be conclusive, final, and binding on the parties as of the last day of such thirty day period. Buyer and non-appealable by the Sellers. If a Protest Notice is delivered prior General Partner shall use good faith efforts to resolve any dispute involving the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of set forth in the Final Closing Statement. If the General Partner and Buyer fail to agree on any amount set forth in the Final Closing Statement within fifteen days after Buyer receives the General Partner's report pursuant to this Section 2.7, then the Seller General Partner shall retain a national independent accounting firm which is approved by Buyer to make the final determination, under the terms of this Agreement, of any amounts under dispute. Buyer hereby approves the appointment of any of the "Big Five" accounting firms selected by the General Partner so long as such firm does not then serve as the independent auditor of any of the FrontierVision Companies or the General Partner or Buyer. The selected accounting firm shall endeavor to resolve the dispute as promptly as practicable and such firm's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. All of the costs and expenses of the selected accounting firm and its accountants will services rendered pursuant to this Section 2.7 shall be given reasonable access upon reasonable notice borne by Buyer, on the one hand, and Sellers, on the other hand, as nearly as possible in the proportion to the relevant books, records, workpapers amount by which the determination of all matters related to such costs and personnel during regular business hours for expenses varies from the purpose positions of verifying Working Capital, Indebtedness Buyer and Seller Transaction Expensesthe General Partner on all such matters. The parties will thereafter negotiate any objections Any fees to be borne by Sellers pursuant to the preceding sentence shall be paid out of the Post-Closing Adjustment Funds in accordance with the Protest Notice in good faithprovisions of Section 2.7(c).

Final Closing Statement. (a) On or before the date that is ninety (90) 0.6.1.1. Within 90 days following after the Closing Date, Buyer or its representatives the Sellers shall prepare and deliver to Buyer a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses written report (the “"Final Closing Statement”") and shall deliver setting forth the Sellers' final estimate of the Purchase Price, as determined in accordance with this Article 2. The Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on prepared by the assets and liabilities General Partner, in its capacity as the representative of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence Sellers, in good faith and shall be certified by the General Partner, in such capacity, to be its good faith estimate of the consummation Purchase Price and the other amounts set forth therein as of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the thereof. The Final Closing Statement (will be accompanied by appropriate documentation supporting the “Protest Date”), amounts set forth therein and such additional information as Buyer shall reasonably request relating to the Seller may deliver written notice to Buyer (the “Protest Notice”) setting matters set forth any objections which the Seller may have to in the Final Closing Statement. The Protest Notice Sellers and Buyer will each provide to the other reasonable access, upon reasonable notice, to all records in its possession for purposes of the preparation and verification of the Final Closing Statement. 0.6.1.2. Within 30 days after the date that the Final Closing Statement is delivered by the Sellers to Buyer, Buyer shall specify in reasonable detail any contested amounts complete its examination thereof and may deliver to the basis therefor and shall include Sellers a schedule written report setting forth any proposed adjustments to any amounts set forth in the Seller’s determination of Working Capital, Indebtedness and Seller Transaction ExpensesFinal Closing Statement. If a Protest Notice is not delivered prior to Buyer notifies the Protest DateSellers of Buyer's acceptance of the amounts set forth in the Final Closing Statement, the Working Capital, Indebtedness and Seller Transaction Expenses as amounts set forth on in the Final Closing Statement shall be conclusive, final, and binding and non-appealable by on the Sellersparties as of the date of such notification. If a Protest Notice is delivered prior Buyer fails to deliver its report of any proposed adjustments within the Protest Date30-day period specified in the preceding sentence, any the amounts not disputed therein set forth in the Final Closing Statement shall be conclusive, final, and binding on the parties as of the last day of such 30-day period. Buyer and non-appealable by the Seller. Upon receipt of Sellers shall use good faith efforts to resolve any dispute involving the amounts set forth in the Final Closing Statement. If the Sellers and Buyer fail to agree on any amount set forth in the Final Closing Statement within 10 days after the Sellers receive Buyer's report pursuant to this Section 2.5(a), the Seller disputed amounts will be determined within the following 30-day period by Ernst & Young (the "Auditor"). The Auditor shall endeavor to resolve the dispute as promptly as practicable and such auditor's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. All of the costs and expenses of the Auditor and its accountants will services rendered pursuant to this Section 2.5 shall be given reasonable access upon reasonable notice borne by Buyer, on the one hand, and Sellers, on the other hand, as nearly as possible in the proportion to the relevant booksamount by which the determination of all matters related to such costs and expenses varies from the positions of Buyer and the Sellers, recordsrespectively, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithon all such matters.

Final Closing Statement. (ai) On or before the date that is ninety (90) Not later than 75 days following after the Closing DateDate or such other time as is mutually agreed by Corix and IIF Subway (or any Affiliate of Corix or IIF Subway that becomes a shareholder of CIUS, Buyer collectively, in such capacities, the CIUS Shareholders , and each, a CIUS Shareholder ), the CIUS Shareholders shall cause CIUS to prepare, or its representatives shall prepare cause to be prepared, and deliver, or cause to be delivered, to the CIUS Shareholders a schedule written statement setting forth its determination calculations in reasonable detail of (A) the Closing SWWC Net Indebtedness (including calculation of the SWWC Cash), (B) the Closing SWWC Net Working Capital, (C) the Closing SWWC Capital Expenditure Amount, (D) the Closing Corix Net Indebtedness (including calculation of the Corix Cash), (E) the Closing Corix Net Working Capital and Seller Transaction Expenses (F) the “Closing Corix Capital Expenditure Amount (collectively, the Final Closing Statement”) Equity Balancing Payment Adjustment Items and shall deliver such statement, the Final Closing Statement to the Seller. Working Capital shall be ), determined disregarding any effects on the assets and liabilities as of the Seller of Closing Date (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of and without giving effect to the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior except to the date which is thirty (30) days after Buyer’s delivery extent the parties agree to adjust the mechanisms for payment of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice Estimated Adjusted Equity Balancing Payment Amount and do so through capital contributions to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have CIUS or to the Final Closing Statement. The Protest Notice shall specify respective contributed business or through the taking of other actions in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capitalaccordance with Section 2.3, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on in which case the Final Closing Statement shall reflect such transactions). The Final Closing Statement shall be finalprepared on a basis consistent with the Accounting Principles. (ii) The CIUS Shareholders shall cause CIUS to make available to the CIUS Shareholders its (and shall use their reasonable best efforts to cause CIUS to direct its accountants to make available its) work papers, binding schedules and non-appealable other supporting data as may reasonably be requested by the SellersCIUS Shareholders to verify the calculations of the Final Equity Balancing Payment Adjustment Items as or to be set forth in the Final Closing Statement, subject to customary confidentiality agreements. If In the event that any of the CIUS Shareholders delivers a Protest Dispute Notice is delivered prior (as defined below) to CIUS and the other CIUS Shareholder pursuant to Section 2.4(a)(iii), the CIUS Shareholders shall cause CIUS to make available to the Protest DateCIUS Shareholders its (and shall use its reasonable best efforts to cause its accountants to make available their) work papers, any amounts not disputed therein shall schedules and other supporting data as may reasonably be final, binding and non-appealable requested by the Seller. Upon CIUS Shareholders to enable them to verify the calculations of the Final Equity Balancing Payment Adjustment Items as set forth in such Dispute Notice, subject to customary confidentiality agreements. (iii) Within 30 days following its receipt of the Final Closing Statement, each CIUS Shareholder shall deliver to CIUS and the Seller other CIUS Shareholder either (A) its agreement as to the calculation of the Final Equity Balancing Payment Adjustment Items as set forth therein or (B) a written dispute notice (a Dispute Notice ), specifying in reasonable detail the nature of its dispute of the calculation of the Final Equity Balancing Payment Adjustment Items as set forth therein; provided, that the CIUS Shareholders may dispute the calculation of the Final Equity Balancing Payment Adjustment Items as set forth in the Final Closing Statement only on the basis that such calculation was not made in accordance with the Accounting Principles, or on the basis of arithmetic error. In the event of a dispute, during the 15 Business Days after the delivery of a Dispute Notice, the CIUS Shareholders shall, and shall cause CIUS to, attempt in good faith to resolve any such dispute and finally determine the amounts, as applicable, of the Final Equity Balancing Payment Adjustment Items as set forth in the Final Closing Statement. If at the end of such 15-Business Day period, the CIUS Shareholders have failed to reach agreement with respect to any such disputed amounts, the matter shall be submitted to an internationally recognized accounting firm that is not the principal independent auditor for any CIUS Shareholder and is otherwise neutral and impartial and mutually agreed upon by the CIUS Shareholders; provided, however, that if the CIUS Shareholders are unable to select such accounting firm within 20 Business Days after delivery of a Dispute Notice, any CIUS Shareholder may request the American Arbitration Association to appoint, within five Business Days following the date of such request, an independent accounting firm meeting the requirements set forth above. The accounting firm so selected shall be referred to herein as the Accountant The Accountant shall be engaged by XXXX, and the Accountant, as an expert and not as an arbitrator, shall resolve the disputed portions of the calculations of the Final Equity Balancing Payment Adjustment Items as set forth in the Final Closing Statement in accordance with the terms and conditions of this Agreement. In making such determination, the Accountant may only consider those items and amounts as to which the CIUS Shareholders have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement; provided, that the determination by the Accountant will neither be more favorable to any CIUS Shareholder than reflected in the Final Closing Statement nor more Notice. The Accountant shall deliver to CIUS and the CIUS Shareholders, as promptly as practicable after its appointment (and in no event later than 30 days), a written report setting forth the resolution of each disputed matter and its accountants will determination of the amounts of the Equity Balancing Payment Adjustment Items as set forth in the Final Closing Statement as determined in accordance with the terms of this Agreement. Such report shall be given reasonable access final and binding upon reasonable notice the CIUS Shareholders to the relevant booksfullest extent permitted under requirements of Law and may be enforced in any court having jurisdiction. Each CIUS Shareholder shall resolution of any disputed items pursuant to this Section 2.4(a)(iii), records, workpapers except that all fees and personnel during regular business hours for expenses relating to the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in foregoing work by the Protest Notice in good faithAccountant shall be borne by CIUS.

Final Closing Statement. (a) On or before the date that is Within ninety (90) days following after the Closing Conversion Date, or at such other time as is mutually agreed to by the Parties, Buyer or its representatives shall prepare a schedule setting forth its determination according to the directions contained in subsection (c) (with the assistance of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”Sellers with respect to items under Sellers' control) and shall deliver the to Sellers a Final Closing Statement together with a tape or other mutually acceptable documentation showing the changes to the SellerPreliminary Closing Statement and each Subsequent Closing Statement. Working Capital Sellers shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the review such Final Closing Date. (b) Prior to the date which is Statement within thirty (30) days after Buyer’s delivery and shall promptly notify Buyer of any discrepancies. The Parties shall confer until they are in agreement on the Final Closing Statement. In the event the disputing Parties are unable to reach agreement on the Final Closing Statement within ten (10) Business Days of the “Protest Date”)date Buyer has been notified of any discrepancies by Sellers, with respect to the funds that are the subject of dispute, the Parties shall jointly hire a nationally recognized public accounting firm as the Parties mutually agree, to resolve any discrepancies in the Final Closing Statement, and shall equally share the costs of such resolution. The accounting firm selected shall not at the time of selection (or at any time during its engagement hereunder) be performing services for the Buyer, any Seller may or any of their respective Affiliates. The final resolution and decision issued by such accounting firm shall be binding upon the Parties. The Parties shall use their commercially reasonable efforts to cause the work of the accounting firm to be completed and report thereof to be furnished to the Parties within thirty (30) Business Days following the appointment of the accounting firm. The date when Sellers and Buyer reach agreement on the Final Closing Statement or, in the absence of such agreement the date when final resolution and decision is issued, is referred to in this Agreement as the "Final Settlement Date." If the Final Closing Statement establishes an increase in the Purchase Price for the Account Portfolio Assets over that calculated based on the Preliminary Closing Statement and each Subsequent Closing Statement, the amount of any such increase shall be delivered to Gottschalks by Buyer within three (3) Business Days after the Final Settlement Date. If the Final Closing Statement establishes a decrease in the Purchase Price over that calculated based on the Preliminary Closing Statement and each Subsequent Closing Statement, Gottschalks shall deliver written notice to Buyer any deficiency within three (3) Business Days after the “Protest Notice”Final Settlement Date. Any payment made to any Party pursuant to this Section 3.4(b) setting forth shall include interest calculated on a daily basis from the Closing Date applicable to the Account or Accounts which are the subject matter of the reconciliation to the date such payment is made at the Federal Funds Interest Rate. If an Account that does not satisfy the definition of "Account" is included in the Preliminary Closing Statement or a Subsequent Closing Statement, as the case may be, as of the applicable Cut-Off Time, it shall be excluded from the Final Closing Statement. Such exclusion shall be effective retroactively as of the applicable Cut-Off Time, and Buyer shall add to the Purchase Price reflected on the Final Closing Statement the amount of any objections payment Buyer received from an Account Debtor on such Account net of any amount previously credited to such Accounts by Buyer which after the Seller may have applicable Cut-Off Time was determined to be a check for insufficient funds, stop-payments or any amount required to be refunded by Buyer to or on behalf of any Account Debtor. Within ten (10) Business Days after Buyer and Gottschalks agree to the Final Closing Statement. The Protest Notice , Buyer shall specify deliver to Gottschalks any assignment, acknowledgment, or other document necessary to evidence Gottschalks' continuing right, title, and interest in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expensessuch Account. If a Protest Notice an Account is not delivered prior included in the Preliminary Closing Statement or a Subsequent Closing Statement, as the case may be, but is included in the Final Closing Statement because such Account satisfied the definition of "Account" as of the applicable Cut-Off Time, such addition shall be deemed to have occurred retroactively as of the Protest Dateapplicable Cut-Off Time, and Gottschalks shall subtract from the Working Capital, Indebtedness and Seller Transaction Expenses as set forth Purchase Price reflected on the Final Closing Statement the amount of any payment Sellers received from an Account Debtor on such Account on or after the applicable Cut-Off Time net of any amount previously credited to the Account by Sellers which after the applicable Cut-Off Time was determined to be a check for insufficient funds, stop-payments or any amount required to be refunded by Sellers to or on behalf of any Account Debtor; provided, however, that no subtraction shall be finalmade from the Purchase Price for any payments remitted by Sellers to Buyer. Any addition or subtraction to Purchase Price made by any Party pursuant to this Section 3.4(c) shall include interest calculated on a daily basis from the Closing Date applicable to the Account or Accounts which are the subject matter of the reconciliation to the date such payment is made at the Federal Funds Interest Rate. If Indebtedness arising from Cross-Marketing Merchandise is included in the Preliminary Closing Statement or a Subsequent Closing Statement, binding as the case may be, as of the applicable Cut-Off Time and non-appealable such Indebtedness is subject to a bona fide dispute by the Sellers. If a Protest Notice is delivered Account Debtor at any time prior to the Protest applicable Closing Date, any amounts not disputed therein such Indebtedness shall be finalexcluded from the Final Closing Statement. Such exclusion shall be effective retroactively as of the applicable Cut-Off Time, binding and nonBuyer shall add to the Purchase Price reflected on the Final Closing Statement the amount of any payment Buyer received from an Account Debtor on account of such Indebtedness, net of any amount previously credited to such Indebtedness by Buyer which after the applicable Cut-appealable Off Time was determined to be a check for insufficient funds, stop-payments or any amount required to be refunded by the SellerBuyer to or on behalf of any Account Debtor. Upon receipt of Within ten (10) Business Days after Buyer and Gottschalks agree on the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice Buyer shall deliver to the relevant booksGottschalks any assignment, recordsacknowledgment or other document necessary to evidence Gottschalks' continuing right, workpapers title and personnel during regular business hours for interest in such Indebtedness. Any addition made by Buyer pursuant to this Section 3.4(d) shall include interest calculated on a daily basis from the purpose Closing Date applicable to the Indebtedness which is the subject matter of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithreconciliation to the date such payment is made at the Federal Funds Interest Rate.

Final Closing Statement. (a) On or before the date that is Within ninety (90) days following the Closing Date, Buyer or Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its representatives shall prepare a schedule setting forth its determination of Working Capitalfinal and binding form as determined below, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) setting forth the Closing Consideration and shall deliver each component thereof as of immediately prior to the Closing, including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with the Agreed Accounting Principles. The Holder Representative shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities preparation of the Seller Closing Statement and determination of the Closing Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (ix) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyerfollowing the Holder Representative’s delivery of receipt thereof, unless the Final Closing Statement (the “Protest Date”), the Seller may deliver Holder Representative shall give written notice to Buyer of its disagreement (the a “Protest NoticeNotice of Disagreement”) setting forth any objections which to Parent prior to such date and (y) the Seller may have to date that the Final Closing StatementHolder Representative notifies Parent of its acceptance thereof. The Protest Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expensesdisagreement so asserted. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final The Closing Statement shall be final, become final and binding and non-appealable upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the Sellers. If a Protest Notice is delivered prior written agreement of the parties or pursuant to the Protest Datearbitration provisions set forth below). During the thirty (30) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve in writing any amounts not disputed therein differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives shall be finalpermitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, binding and non-appealable by at the Seller. Upon receipt end of the Final Closing Statementthirty (30)-day period referred to above, the Seller matters in dispute have not been fully resolved, then the parties shall submit to Ernst & Young LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and its accountants will be given reasonable access upon reasonable notice resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Closing Consideration and the components thereof to the relevant booksextent such amounts are in dispute, records, workpapers in accordance with the guidelines and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expensesprocedures set forth in this Agreement. The parties will thereafter negotiate reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Closing Consideration. In resolving any objections matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Protest Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in good faiththe Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Absent fraud committed by the Accounting Firm or manifest error (as to which Parent and the Holder Representative mutually agree), the Closing Statement and the determination of the Closing Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall act as an expert and not as an arbitrator to determine solely the matters in dispute based solely on the submissions and responses of Parent, on the one hand, and the Holder Representative, on the other hand. The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount payable by the Holder Representative on behalf of the Holders to be deducted from the Purchase Price Adjustment Holdback and retained by Parent in accordance with Section 4.1(c)(ii)).

Final Closing Statement. (a) On or before the date that is Not later than ninety (90) days following after the Closing DateDate or such other time as is mutually agreed by the Parties, Buyer or its representatives Buyers shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (deliver to Sellers the “Final Closing Statement”) , based on the Final Closing Tape provided by Sellers and other mutually acceptable documentation substantiating the changes to the Preliminary Closing Tape and the Preliminary Closing Statement. The Final Closing Statement shall be based upon the information contained in the Final Closing Tape and such other documentation or information as Buyers deem necessary or appropriate, including the results of any audit that Buyers, at their sole option and expense, may cause to be conducted with respect to the Credit Card Assets and the results of a physical inventory that Buyers, at their sole option and expense, may conduct or cause to be conducted with respect to the Equipment and the Consumable Inventory on the Closing Date or as soon thereafter as is reasonably practicable. Buyers shall provide prior notice to Sellers of any such inventory and shall deliver provide representatives of Sellers the opportunity to observe such inventory. The Sellers shall review such Final Closing Statement within ten (10) days after receipt and shall promptly notify Buyers of any disagreement Sellers may have with the Final Closing Statement, which notice shall specifically identify each item in the Final Closing Statement to which the SellerSellers object and the reasons for each such objection. Working Capital Buyers and Sellers shall be determined disregarding any effects confer in good faith until they are in agreement on the assets and liabilities Final Closing Statement. In the event the Parties are unable to reach agreement on the Final Closing Statement within sixty (60) days of the Seller date Sellers notify Buyers of (i) purchase accounting adjustments arising from or resulting as a consequence any such disagreement, with respect to the payment amount that are the subject of dispute, the consummation Parties shall jointly hire the Auditor to resolve any disagreements with respect to the Final Closing Statement, and shall jointly pay the costs of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Datesuch resolution. (b) Prior to the date which is thirty (30) days after Buyer’s delivery The Auditor shall conduct an audit of the Final Closing Statement in accordance with generally accepted auditing standards and consistent with this Agreement for the purpose of determining the Purchase Price, employing such reasonable procedures and methods that the Auditor deems necessary and appropriate in the circumstances. Buyers and Sellers shall use their commercially reasonable best efforts to cause the audit to be completed and the report of the Auditor ("Report of the “Protest Date”Auditor") to be furnished to Buyers and Sellers within forty-five (45) days following appointment of the Auditor. (c) The Report of the Auditor shall include the following: (i) a listing of the items identified in connection with the performance of the audit pursuant to subparagraph (b) of this Section 3.4 which, in the opinion of the Auditor, represent adjustments which should be made in accordance with this Agreement to the Closing Purchase Price as reflected in the Preliminary Closing Statement; and (ii) a statement setting forth the amount of the Purchase Price computed in accordance with Section 2.4 of this Agreement taking into account the adjustments described in clause (i) of this subparagraph (c). (d) The Report of the Auditor shall be final and binding upon Buyers and Sellers; provided, however, that both Parties shall have the right to review the -------- ------- Report of the Auditor for accuracy and neither Party shall be bound by the Auditor's misstatement of any fact, misapplication of accounting principles, or any misapplication or misinterpretation of this Agreement. Both Parties shall call any misstatement, misapplication or misinterpretation to the attention of the Auditor and the other Party, and if the Auditor adjusts the Report of the Auditor and both Parties agree to such adjustment, the Seller may adjusted Report of the Auditor shall be final and binding. If the Report of the Auditor is disputed but not adjusted, or adjusted but not agreed to by the Parties, it still shall be final and binding unless the alleged misstatement, misapplication or misinterpretation, if corrected, would, together with all other misstatements, misapplications and misinterpretations contained in the Report of the Auditor if any, increase or decrease the aggregate purchase price hereunder by Two Hundred Fifty Thousand Dollars ($250,000) or more, in which event the dispute shall be settled by arbitration in accordance with Section 10.12. (e) If, after resolution of all disputed items pursuant to the procedures contained in this Section 3.4, the Final Closing Statement establishes an increase in the Purchase Price for the Credit Card Assets over the Closing Purchase Price calculated in the Preliminary Closing Statement, Buyers shall deliver written notice the amount of such increase to Buyer the Company within three (3) business days of both Parties' approval of the “Protest Notice”Final Closing Statement. If the Final Closing Statement establishes a decrease in the Purchase Price from the Closing Purchase Price calculated in the Preliminary Closing Statement, Sellers shall deliver directly to Buyers, as Buyers shall direct, the amount of such decrease within three (3) setting forth any objections which business days of both Parties' approval of the Seller may Final Closing Statement. Any payment made pursuant to this subsection (e) shall include interest calculated from the Cut-Off Time to, but not including, the date such payment is made at the Federal Funds Interest Rate. (f) If an Account is not included in the Preliminary Closing Statement, but is included in preparing the Final Closing Statement because such account was an Account as of the Cut-Off Time, such addition shall be deemed to have occurred retroactively as of the Cut-Off Time, and, within three (3) business days after the Parties agree to the Final Closing Statement. The Protest Notice , Sellers shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working remit to Monogram or GE Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Dateappropriate, any amounts not disputed therein payment Sellers received from a Cardholder on such Account on or after the Cut-Off Time and Buyers shall be final, binding and nonapply any credits on behalf of Sellers made to such Account on or after the Cut-appealable by the SellerOff Time. Upon receipt of Within three (3) days following agreement on the Final Closing Statement, Sellers shall forward to Monogram or GE Capital, as appropriate, all Account Documents that relate to any such Accounts, and shall take all necessary actions to assign all of Sellers' right, title and interest in such Accounts and the Seller and its accountants will be given reasonable access upon reasonable notice related Account Assets to Monogram as GE Capital, as appropriate. Any payment made pursuant to this subsection (f) shall include interest calculated from the Cut-Off Time to, but not including, the date such payment is made at the Federal Funds Interest Rate. (g) In the event that each Party owes sums to the relevant booksother under this Section 3.4, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithsuch amounts owed may be netted against each other.

Final Closing Statement. (ai) On or before the date that is Within ninety (90) days following after the Closing DateDate (the “Post-Closing Period”), Buyer or its representatives shall prepare and deliver to Seller (i) a schedule statement setting forth its determination calculation of Final Closing Working Capital, Indebtedness Capital and Seller Transaction Expenses the resulting calculation of Final Closing Cash Consideration pursuant to Section 3.4(h) (the “Final Closing Statement”) and (ii) a balance sheet and trial balance sheet of the RFG Business as the Effective Time (the “Final Closing Balance Sheet”), in each case, prepared in accordance with the Agreed Accounting Principles. (ii) After the due date for Final Closing Statement and the Final Closing Balance Sheet, (i) Buyer may not introduce any disagreements with respect to any item in the Estimated Closing Statement or the Estimated Closing Balance Sheet delivered by Seller pursuant to Section 3.3 or (ii) change any amount set forth in the Final Closing Statement or the Final Closing Balance Sheet, and any matter from the Estimated Closing Statement or the Estimated Closing Balance Sheet not changed in the Final Closing Statement or the Final Closing Balance Sheet shall be deemed accepted by, and final and binding upon, Buyer but not Seller; provided, however, that if Seller objects to any portion of the Final Closing Statements or the Final Closing Balance Sheet in the Statement of Objections, if applicable, then the limitations on Buyer in the foregoing clauses (i) and (ii) shall not apply and if accordingly Buyer introduces any new disagreements or changes any amount set forth in the Final Closing Statement or the Final Closing Balance Sheet, then Seller shall also be entitled to introduce new disagreements not set forth in the Statement of Objection or change any amount set forth in the Statement of Objection. If Buyer fails to deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Balance Sheet by its due date, then the Estimated Closing Statement (and the “Protest Date”)Estimated Closing Balance Sheet shall be deemed accepted by, and final and binding upon, Buyer but not Seller. To the extent that Buyer has not objected to an item in Estimated Closing Statement or the Estimated Closing Balance Sheet, Seller may deliver written notice shall have the access and dispute rights set forth in this Section 3.4(a) to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to calculate the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts Working Capital and the basis therefor and shall include a schedule setting forth resulting calculation of Final Closing Cash Consideration, which calculations may be different from the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as calculations set forth on in the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Estimated Closing Statement, and which Buyer may dispute and which the Seller Party will resolve in a manner consistent with the remainder of this Section 3.4(a) (which shall apply mutatis mutandis as if Buyer was Xxxxxx and its accountants will Xxxxxx was Buyer hereunder solely for such purpose). Nothing in this Section 3.4(a) is intended to be given reasonable access upon reasonable notice used to adjust for errors or omissions that may be found with respect to the relevant booksFinancial Statements. No fact or event, recordsincluding any market or business development, workpapers occurring after the Closing, and personnel during regular business hours for no change in GAAP or Law after the purpose of verifying Working CapitalClosing, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections shall be taken into consideration in the Protest Notice in good faithcalculations to be made pursuant to this Section 3.4(a) (regardless of whether GAAP would permit or require taking such fact or event into consideration).

Final Closing Statement. (a) On or before the date that is ninety Within sixty (9060) days following after the Closing Date, Buyer or its representatives at such other time as is mutually agreed to by the Parties, Bank shall prepare a schedule setting forth its determination (with the assistance of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”Bon-Ton with respect to items under Bon-Ton's control) and shall deliver the to Bon-Ton a Final Closing Statement or other mutually acceptable documentation showing the changes to the SellerPreliminary Closing Statement. Working Capital Bon-Ton shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the review such Final Closing Date. (b) Prior to the date which is Statement within thirty (30) days after Buyer’s delivery and shall promptly notify Bank of any discrepancies. The Parties shall confer until they are in agreement on the Final Closing Statement. In the event the Parties are unable to reach agreement on the Final Closing Statement within ten (10) Business Days of the “Protest Date”)date Bank has been notified of any discrepancies by Bon-Ton, with respect to the Seller may deliver funds that are the subject of the discrepancy, either Party shall by written notice to Buyer the other Party, have the right to require that promptly thereafter the Parties shall jointly hire a nationally recognized public accounting firm as the Parties mutually agree, to resolve any discrepancies in the Final Closing Statement, and shall equally share the costs of such resolution. The accounting firm selected shall not at the time of selection or for six months prior thereto (or at any time during its engagement hereunder) be performing services for the “Protest Notice”Bank, Bon-Ton or any of their respective Affiliates. The final resolution and decision issued by such accounting firm shall be binding upon the Parties. The Parties shall use their commercially reasonable efforts to cause the accounting firm to complete its work and render its report in respect thereof to the Parties no later than thirty (30) setting forth days following the engagement of the accounting firm. The date when Bon-Ton and Bank reach agreement on the Final Closing Statement or, in the absence of such agreement the date when final resolution and decision is issued, is referred to in this Agreement as the "Final Settlement Date." (b) If the Final Closing Statement establishes an increase in the Purchase Price for the Account Portfolio Assets over that calculated based on the Preliminary Closing Statement for any objections reason, including the addition of Accounts between the Cut-Off Time and the Final Settlement Date, the amount of any such increase shall be delivered to Bon-Ton by Bank within three (3) Business Days after the Final Settlement Date. If the Final Closing Statement establishes a decrease in the Purchase Price for the Account Portfolio Assets over that calculated based on the Preliminary Closing Statement for any reason, including the removal of Accounts that are determined not to have met the definition of "Account" as of the Cut-Off Time based upon information received and verified prior to the Final Settlement Date, the amount of such decrease shall be delivered by Bon-Ton to Bank within three (3) Business Days after the Final Settlement Date. Any payment made to any Party pursuant to this Section 3.4(b) shall include interest calculated on a daily basis from the Closing Date to the date such payment is made at the Federal Funds Interest Rate. (c) If a receivable that was included in the Preliminary Closing Statement does not satisfy the definition of "Account" as of the Cut-Off Time based upon information received and verified prior to the Final Settlement Date and is therefore excluded from the Final Closing Statement, such exclusion shall be effective retroactively as of the Cut-Off Time, and Bank shall remit to Bon-Ton within three (3) Business Days after Bank and Bon-Ton agree to the Final Closing Statement the amount of any payment Bank received from an Account Debtor on such receivable on or after the Cut-Off Time net of any amount previously credited to such receivable by Bank which after the Seller may have Cut-Off Time was determined to be a check for insufficient funds, stop-payment or any amount required to be refunded by Bank to or on behalf of any Account Debtor. Within ten (10) Business Days after Bank and Bon-Ton agree to the Final Closing Statement, Bank shall deliver to the Bon-Ton any assignment, acknowledgment, or other document necessary to evidence Bon-Ton's continuing right, title, and interest in such receivable. (d) If a receivable that was excluded from the Preliminary Closing Statement satisfies the definition of "Account" as of the Cut-off Time based upon information received and verified prior to the Final Settlement Date, and is therefore included in the Final Closing Statement, such inclusion shall be effective retroactively as of the Cut-Off Time, and Bon-Ton shall remit to Bank within three (3) Business Days after Bank and Bon-Ton agree to the Final Closing Statement the amount of any payment Bon-Ton received from an Account Debtor on such receivable on or after the Cut-Off Time net of any amount previously credited to such receivable by Bon-Ton which after the Cut- Off Time was determined to be a check for insufficient funds, stop-payment or any amount required to be refunded by Bon-Ton to or on behalf of any Account Debtor. Within ten (10) Business Days after Bank and Bon-Ton agree to the Final Closing Statement, Bon-Ton shall deliver to the Bank any assignment, acknowledgment, or other document necessary to evidence Bank's continuing right, title, and interest in such receivable. (e) Any payment made to any Party pursuant to this Section 3.4(c) and 3.4(d) shall include interest calculated on a daily basis from the Closing Date to the date such payment is made at the Federal Funds Interest Rate. (f) If Indebtedness arising from Cross-Marketing Merchandise is included in the Preliminary Closing Statement and such Indebtedness ("Disputed Indebtedness") is subject to a bonafide dispute by the Account Debtor as of the Final Settlement Date, such Disputed Indebtedness shall be excluded from the Final Closing Statement. The Protest Notice Disputed Indebtedness exclusion shall specify in reasonable detail any contested amounts be effective retroactively as of the Cut-Off Time, and the basis therefor and Bank shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior remit to the Protest Date, the Working Capital, Indebtedness Bon-Ton within three (3) Business Days after Bank and Seller Transaction Expenses as set forth Bon-Ton agree on the Final Closing Statement shall the amount of any payment Bank received from an Account Debtor on Account of such Disputed Indebtedness, net of any amount previously credited to such Disputed Indebtedness by Bank which after the Cut-Off Time was determined to be finala check for insufficient funds, binding stop-payment or any amount required to be refunded by Bank to or on behalf of any Account Debtor. Within ten (10) Business Days after Bank and nonBon-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of Ton agree on the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice Bank shall deliver to the relevant booksBon-Ton any assignment, recordsacknowledgment or other document necessary to evidence such Bon-Ton's continuing right, workpapers title and personnel during regular business hours for interest in such Disputed Indebtedness. Any payment made to any Party pursuant to this Section 3.4(f) shall include interest calculated on a daily basis from the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in Closing Date to the Protest Notice in good faithdate such payment is made at the Federal Funds Interest Rate.

Final Closing Statement. Within one hundred twenty (a) On or before the date that is ninety (90120) days following after the Closing Date, Buyer or its representatives Purchaser's Accountants shall prepare deliver a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses final closing statement (the “a "Final Closing Statement”") to Purchaser, to Seller and shall deliver to Escrow Holder setting forth the Final Closing Statement final determination of all items to be included in the closing statements, including, but not limited to the SellerPurchase Price and any adjustment required for Adjusted Working Capital. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of If, within fifteen (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (3015) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, Seller notifies Purchaser that Seller disapproves of such Closing Statement and specifies in reasonable detail the reason for Seller's disapproval, then Purchaser's Accountants and Seller's Accountants shall jointly attempt to resolve the dispute. If such dispute is not resolved within ten (10) days after Seller's notice, then Purchaser's Accountants and Seller's Accountants shall jointly submit such dispute to another firm of independent certified public accountants of recognized standing in the casino gaming industry, and the determination of such firm of independent certified public accountants shall be conclusive and binding on Purchaser, Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction ExpensesParent. The parties will thereafter negotiate any objections shall equally share all costs, fees and expenses directly incurred in connection with the Protest Notice determination of such firm of independent certified public accountants. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed shall be settled in good faithcash between Purchaser and Seller within ten (10) days after receipt of the Final Closing Statement. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are disputed shall be settled in cash between Purchaser and Seller within ten (10) days after resolution of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may be.

Final Closing Statement. (a) On or before 2.5.1 For purposes of finally determining the date that is ninety (90) days following Purchase Price, the amounts of the Happy Water Raw Materials, the Happy Water Finished Goods, the Prepaid Expenses, the Working Capital and the Excluded Liabilities on the Closing DateDate shall be determined by an actual inventory count and internal audit completed on or about the Closing Date under the supervision of the Purchaser and attended by representatives of the Vendor at its sole discretion. Upon completion of such audit, Buyer or its representatives shall prepare the Purchaser will deliver to the Vendor a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses statement (the “Final Closing Statement”) and shall deliver setting out the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities final calculation of the Seller of (i) purchase accounting adjustments arising from or resulting Purchase Price as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on at the Closing Date. (b) Prior . The Final Statement will also set out the calculation for the corresponding adjustment to the date which is thirty (30) days Purchase Price. The Parties acknowledge that all Excluded Liabilities may not be known for a period of time after Buyer’s delivery of the Closing Date. Accordingly, any additional Excluded Liabilities that are not accounted for under Section 2.2.7 and are not included in the Final Closing Statement (the “Protest Date”)Additional Excluded Liabilities“) shall be accounted for under Article 8. 2.5.2 If the Vendor does not in good faith dispute the contents of the Final Statement within 5 business days of receiving the Final Statement from the Purchaser, the Seller may deliver written notice contents thereof will be binding on the Purchaser and the Vendor. 2.5.3 If the Vendor disputes the contents of the Final Statement within such 5 business day period, the items in dispute will, in the absence of a negotiated agreement between the Vendor and the Purchaser, be referred to Buyer a mutually agreed upon nationally recognized firm of chartered accountants (the “Protest NoticeAccounting Firm”) setting forth any objections which the Seller may have for determination. The Vendor will deliver its notice of such dispute in writing to the Final Closing Statement. The Protest Notice shall specify in reasonable Purchaser within such 5 day period and such notice will detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth items on the Final Closing Statement shall which the Vendor dispute. 2.5.4 The Accounting Firm will be finalpermitted to review the Final Statement together with all working papers, binding books of account and non-appealable by the Sellers. If a Protest Notice is delivered prior other documents relating to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by Corporations relevant to the Seller. Upon receipt preparation of the Final Closing StatementStatement including any written submission made by the Vendor and/or the Purchaser within five business days of the referral to the Accounting Firm, and will determine the item or items in dispute within 15 days following the referral thereof to the Accounting Firm. For greater certainty, the Seller Accounting Firm will determine whether the treatment of any items in dispute in the Final Statement is consistent with the treatment of such items in the Annual Financial Statements. 2.5.5 Upon completion by the Accounting Firm of their review, the Accounting Firm will deliver to the Vendor and its accountants to the Purchaser their report setting out their determination of the items in dispute. The determination of the Accounting Firm will be given reasonable access upon reasonable notice to final and binding on the relevant booksPurchaser and the Vendor. 2.5.6 The costs of the Accounting Firm will be allocated between the Vendor and the Purchaser as determined by the Accounting Firm proportionately and based on the relative success of the parties in such dispute as determined by the Accounting Firm. 2.5.7 Upon the Purchase Price being finally determined in accordance with the provisions of this Section 2.5, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties Purchase Price will thereafter negotiate any objections in the Protest Notice in good faithbe adjusted accordingly.

Final Closing Statement. (a) On or before the date that is ninety (90) days following As promptly as possible after the Closing Date, Buyer or its representatives but no later than sixty (60) days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a schedule setting forth its determination balance sheet of Working Capital, Indebtedness and Seller Transaction Expenses the Business as of the Closing Date (the “Final Closing Statement”) ), which will eliminate the Excluded Assets and the Excluded Liabilities. The Seller shall, and shall deliver cause its independent accountants to, cooperate and assist, to the extent requested by the Purchaser and/or its independent accountants, in the preparation of the Final Closing Statement Statement, including, without limitation, by making available to the Seller. Working Capital shall be determined disregarding any effects on the assets extent necessary books, records, work papers and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Datepersonnel. (b) Prior to The Seller and its independent certified public accountants may review the date which is Final Closing Statement and may make inquiry of the representatives of the Purchaser’s accountants and the Purchaser. The Final Closing Statement shall be binding and conclusive upon, and deemed accepted by, the Seller unless the Seller shall have notified the Purchaser in writing thirty (30) days after Buyer’s delivery of receipt the Final Closing Statement (the “Protest Date”)of any objections thereto. A notice under this Section 1.11(b) shall specify, in reasonable detail, the items calculation that are being disputed, and the Seller may deliver written shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement delivered by the Purchaser. (c) At the request of either party, any dispute between the parties relating to the Final Closing Statement that cannot be resolved by them within thirty (30) days after receipt of notice to Buyer (the “Protest Notice”) setting forth of any objections to such calculation pursuant to Section 1.11(b) shall be referred to the Disputes Auditor for decision, which decision shall be final and binding on both parties. In making such decision, the Disputes Auditor shall consider only those items or amounts as to which the Seller has disagreed. The parties agree that they will request that the Disputes Auditor render its decision within thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. The fee of the Disputes Auditor for, and relating to, the making of any such decision shall be borne by the parties equally. (d) The Final Closing Statement shall become binding on both parties upon the earliest of (i) the expiration of the period within which the Seller may have notify the Purchaser of any objections thereto pursuant to Section 1.11(b) if no notice of objection has been given, (ii) agreement by the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts Seller and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of Purchaser that the Final Closing Statement, together with any modifications thereto agreed by the Seller and the Purchaser, shall be final and binding and (iii) the date on which the Disputes Auditor shall issue its accountants will be given reasonable access upon reasonable notice decision with respect to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithdispute relating thereto.

Final Closing Statement. (a) On or before the date that is ninety (90) As promptly as possible, but in any event within 90 days following after the Closing Date, Buyer will deliver to the Sellers: (i) an unaudited, combined balance sheet of the Acquired Entities as of the Effective Time (which will have been prepared with the assistance of Buyer’s or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses the Target Entities’ accountants) (the “Final Closing Balance Sheet”) and (ii) a statement (the “Closing Statement”) setting out Buyer’s calculation of (A) Cash as of the Effective Time, (B) Indebtedness as of immediately prior to the Closing, (C) Target Transaction Expenses as of immediately prior to the Closing and shall deliver (D) Net Working Capital as of the Final Effective Time, together with its resulting calculation of the Purchase Price. The Closing Statement to will be prepared on a combined basis and in a manner consistent with the Seller. definitions of the terms Cash, Indebtedness, Target Transaction Expenses and Net Working Capital shall be determined disregarding and with the Agreed Accounting Principles. The Closing Statement will entirely disregard (1) any and all effects on the assets and or liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting Acquired Entities as a consequence of the consummation result of the transactions contemplated hereby or (ii) of any cash, cash equivalents, financing or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.refinancing (b) Prior to the date which is thirty (30) days after BuyerFollowing Xxxxx’s delivery of the Final Closing Balance Sheet and Closing Statement and until the Closing Statement is finalized pursuant to this Section 1.05(b), Buyer will, and will cause the Acquired Entities to, reasonably assist Sellers and their Representatives in the review of the Closing Balance Sheet and Closing Statement and provide Sellers and their Representatives with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data and employees of the Acquired Entities and Xxxxx who were involved in the preparation of the Closing Statement and Closing Balance Sheet for purposes of their review. If the Sellers have any objections to the Closing Statement, the Sellers will deliver to Buyer a statement setting forth their objections thereto (an “Objections Statement”), which statement will identify in reasonable detail those items and amounts to which Sellers object (the “Protest DateDisputed Items”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor parties hereto shall be deemed to have agreed upon all other items and shall include a schedule setting forth amounts contained in the Seller’s determination of Working Capital, Indebtedness and Seller Transaction ExpensesClosing Statement which are not impacted by the Disputed Items. If a Protest Notice an Objections Statement is not delivered prior to Buyer within 45 days after delivery of the Protest DateClosing Statement, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall as prepared by Buyer will be final, binding and non-appealable by the Sellersparties hereto; provided that, in the event Buyer or any Acquired Entity does not provide any papers or documents reasonably requested by the Sellers or any of their Representatives within five days of request therefor (or such shorter period as may remain in such 45-day period), such 45-day period will be extended by one day for each additional day required for Buyer or any Acquired Entity to fully respond to such request. If The Sellers and Buyer will negotiate in good faith to resolve the Disputed Items, but if they do not reach a Protest Notice is delivered prior final resolution within 30 days after the delivery of the Objections Statement to Buyer, the Sellers and Buyer will submit any unresolved Disputed Items to the Protest DateToronto office of Xxxxx Xxxxxxxx LLP or, if such firm is unwilling or unable to serve, such other independent national accounting firm mutually agreeable to Buyer and the Sellers (the “Independent Accountant”); provided that the Independent Accountant will act as an expert and not as an arbitrator. In the event the parties hereto submit any amounts unresolved Disputed Items to the Independent Accountant, each party hereto will submit a Closing Statement (which in the case of each such party may be a Closing Statement that, with respect to the unresolved Disputed Items (but not disputed therein shall with respect to any other items), is different than (but not more favourable to the submitting party than) the Closing Statement initially submitted to the Sellers or the Objections Statement delivered to Buyer, as applicable) together with relevant supporting documentation and calculations, to the Independent Accountant within 10 days after the date on which such unresolved Disputed Items were submitted to the Independent Accountant for resolution (which Closing Statements and supporting documentation will be final, binding and non-appealable provided by the SellerIndependent Accountant to both Sellers and Buyer on the same date). Upon receipt of The Sellers and Xxxxx will instruct the Final Independent Accountant to resolve such dispute as soon as practicable, but in any event within 20 Business Days after the date on which the Independent Accountant receives the Closing Statements prepared by the Sellers and Buyer. The Sellers and Xxxxx will not engage in any ex parte communication with the Independent Accountant. The Sellers and Buyer will instruct the Independent Accountant to base its resolution solely on the Closing Statement, the Seller Objections Statement and its accountants will be given reasonable access upon reasonable notice to supporting documentation and calculations submitted by the relevant booksSellers and Buyer and the terms of this Agreement, records, workpapers and personnel during regular business hours for including the purpose of verifying Working Capital, Indebtedness and Seller Transaction ExpensesAgreed Accounting Principles. The parties Independent Accountant will thereafter negotiate not consider any objections in negotiation or settlement offer. The submissions of the Protest Notice in good faith.Sellers and Buyer to the

Final Closing Statement. (ai) On or before the date that is Within ninety (90) days following after the Closing DateDate (the “Post-Closing Period”), Buyer or its representatives shall prepare and deliver to Seller (i) a schedule statement setting forth its determination calculation of Final Closing Working Capital, Indebtedness Capital and Seller Transaction Expenses the resulting calculation of Final Closing Cash Consideration pursuant to Section 3.4(h) (the “Final Closing Statement”) and (ii) a balance sheet and trial balance sheet of the RFG Business as the Effective Time (the “Final Closing Balance Sheet”), in each case, prepared in accordance with the Agreed Accounting Principles. (ii) After the due date for Final Closing Statement and the Final Closing Balance Sheet, (i) Buyer may not introduce any disagreements with respect to any item in the Estimated Closing Statement or the Estimated Closing Balance Sheet delivered by Seller pursuant to Section 3.3 or (ii) change any amount set forth in the Final Closing Statement or the Final Closing Balance Sheet, and any matter from the Estimated Closing Statement or the Estimated Closing Balance Sheet not changed in the Final Closing Statement or the Final Closing Balance Sheet shall be deemed accepted by, and final and binding upon, Buyer but not Seller; provided, however, that if Seller objects to any portion of the Final Closing Statements or the Final Closing Balance Sheet in the Statement of Objections, if applicable, then the limitations on Buyer in the foregoing clauses (i) and (ii) shall not apply and if accordingly Buyer introduces any new disagreements or changes any amount set forth in the Final Closing Statement or the Final Closing Balance Sheet, then Seller shall also be entitled to introduce new disagreements ​ not set forth in the Statement of Objection or change any amount set forth in the Statement of Objection. If Buyer fails to deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Balance Sheet by its due date, then the Estimated Closing Statement (and the “Protest Date”)Estimated Closing Balance Sheet shall be deemed accepted by, and final and binding upon, Buyer but not Seller. To the extent that Buyer has not objected to an item in Estimated Closing Statement or the Estimated Closing Balance Sheet, Seller may deliver written notice shall have the access and dispute rights set forth in this Section 3.4(a) to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to calculate the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts Working Capital and the basis therefor and shall include a schedule setting forth resulting calculation of Final Closing Cash Consideration, which calculations may be different from the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as calculations set forth on in the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Estimated Closing Statement, and which Buyer may dispute and which the Seller Party will resolve in a manner consistent with the remainder of this Section 3.4(a) (which shall apply mutatis mutandis as if Buyer was Xxxxxx and its accountants will Xxxxxx was Buyer hereunder solely for such purpose). Nothing in this Section 3.4(a) is intended to be given reasonable access upon reasonable notice used to adjust for errors or omissions that may be found with respect to the relevant booksFinancial Statements. No fact or event, recordsincluding any market or business development, workpapers occurring after the Closing, and personnel during regular business hours for no change in GAAP or Law after the purpose of verifying Working CapitalClosing, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections shall be taken into consideration in the Protest Notice in good faithcalculations to be made pursuant to this Section 3.4(a) (regardless of whether GAAP would permit or require taking such fact or event into consideration).

Final Closing Statement. (a1) On or before the date that is ninety (90) Within 90 days following after the Closing Date, Buyer or its representatives the General Partner shall prepare and deliver to Buyer a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses written report (the “"Final Closing Statement”") setting forth the General Partner's final estimate of the Purchase Price, including its estimates of Reimbursable Capital Expenditures, Adjustment Assets, Adjustment Liabilities, the Subscriber Adjustment, and shall deliver the First Swap Adjustment and Second Swap Adjustment if applicable, all as determined in accordance with this Article 2. The Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on prepared by the assets General Partner in good faith and liabilities shall be certified by the General Partner to be its good faith estimate of the Seller of (i) purchase accounting adjustments arising from or resulting Purchase Price and the other amounts set forth therein as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the thereof. The Final Closing Statement (will be accompanied by appropriate documentation supporting the “Protest Date”)amounts set forth therein, including an accounts receivable detail with relevant aging information as of the Seller may deliver written notice Adjustment Time, and such additional information as the Buyer shall reasonably request relating to Buyer (the “Protest Notice”) setting matters set forth any objections which the Seller may have to in the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts General Partner and the basis therefor Buyer will each provide to the other reasonable access, upon reasonable notice, to all records in its possession for purposes of the preparation and verification of the Final Closing Statement. (2) Within 30 days after the date that the Final Closing Statement is delivered by the General Partner to Buyer, Buyer shall include complete its examination thereof and may deliver to the General Partner a schedule written report setting forth any proposed adjustments to any amounts set forth in the Seller’s determination of Working Capital, Indebtedness and Seller Transaction ExpensesFinal Closing Statement. If a Protest Notice is not delivered prior to Buyer notifies the Protest DateGeneral Partner of Buyer's acceptance of the amounts set forth in the Final Closing Statement, the Working Capital, Indebtedness and Seller Transaction Expenses as amounts set forth on in the Final Closing Statement shall be conclusive, final, and binding and non-appealable by on the Sellersparties as of the date of such notification. If a Protest Notice is delivered prior Buyer fails to deliver its report of any proposed adjustments within the Protest Date30-day period specified in the preceding sentence, any the amounts not disputed therein set forth in the Final Closing Statement shall be conclusive, final, and binding on the parties as of the last day of such 30-day period. Buyer and non-appealable by the Seller. Upon receipt of General Partner shall use good faith efforts to resolve any dispute involving the amounts set forth in the Final Closing Statement. If the General Partner and Buyer fail to agree on any amount set forth in the Final Closing Statement within 10 days after the General Partner receives Buyer's report pursuant to this Section 2.5(b), the Seller disputed amounts will be determined within the following 30-day period by an independent auditor of any of the "Big Five" accounting firms so long as such firm does not then serve as the independent auditor of any of the InterMedia Companies, the Sellers or Buyer. The selected auditor shall endeavor to resolve the dispute as promptly as practicable and such auditor's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. All of the costs and expenses of the selected auditor and its accountants will services rendered pursuant to this Section 2.5 shall be given reasonable access upon reasonable notice borne by Buyer, on the one hand, and Sellers, on the other hand, as nearly as possible in the proportion to the relevant booksamount by which the determination of all matters related to such costs and expenses varies from the positions of Buyer and the General Partner, recordsrespectively, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithon all such matters.

Final Closing Statement. (a) On or before the date that is ninety Within sixty (9060) days following the Closing Date, Buyer or its representatives Parent shall in good faith prepare and deliver to the Securityholders’ Representative a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses statement (the “Final Revised Closing Statement”) and shall deliver setting forth its calculation of the Final Excess Cash. The Excess Cash set forth in the Revised Closing Statement shall be calculated and prepared in accordance with GAAP and in a manner consistent with the calculation of Required Cash as set forth on Exhibit B. The Securityholders’ Representative and its accountants may review the work papers used in the preparation of Parent’s calculation of the Revised Closing Statement and Parent shall make available to the Seller. Working Capital shall be determined disregarding any effects on Securityholders’ Representative and its accountants access to the assets books and liabilities records of the Seller of (i) purchase accounting adjustments arising from Surviving Corporation, work papers or resulting as a consequence other documents and information related to the Revised Closing Statement, and access to such personnel or representatives of the consummation of Surviving Corporation and Parent, including but not limited to the transactions contemplated hereby individuals responsible for preparing the Revised Closing Statement, as may be reasonably requested by the Securityholders’ Representative or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Dateaccountants. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon Following receipt of the Final Revised Closing Statement, the Seller Securityholders’ Representative will be afforded a period of twenty (20) Business Days (the “Review Period”) to review the Revised Closing Statement. At or before the end of the Review Period, the Securityholders’ Representative will either (i) accept the calculation of Excess Cash as set forth in the Revised Closing Statement in its entirety or (ii) deliver to Parent a written notice (the “Objection Notice”) containing a detailed written explanation of those items in the Revised Closing Statement which the Securityholders’ Representative disputes, in which case the items specifically identified by the Securityholders’ Representative shall be deemed to be in dispute. The failure by the Securityholders’ Representative to deliver the Objection Notice within the Review Period shall constitute the Securityholders’ Representative’s acceptance of the calculation of Excess Cash as set forth in the Revised Closing Statement. If the Securityholders’ Representative delivers an Objection Notice within the Review Period, then, within a further period of twenty (20) Business Days from the end of the Review Period, the Securityholders’ Representative and its Parent and, if desired, their accountants will be given reasonable access upon reasonable notice attempt to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice resolve in good faith.faith any disputed items and reach a written agreement with respect thereto. Failing such resolution, the unresolved disputed items will be referred for final binding resolution to Deloitte LLP or such other Persons as the Securityholders’ Representative and Parent may mutually agree (the “Arbitrating

Final Closing Statement. (a) On or before the date that is Within ninety (90) days following after the Closing Date, Buyer or its representatives shall prepare cause to be prepared and delivered to Seller Representative a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses final closing statement (the “Final Closing Statement”), setting forth Buyer’s good faith calculations of (i) Net Working Capital (the “Final Net Working Capital”), (ii) Closing Cash Balance (the “Final Closing Cash Balance”), (iii) Company Debt (the “Final Company Debt”), (iv) Selling Expenses (the “Final Selling Expenses”), and shall deliver (v) based on the amounts set forth in clauses (i) through (iv), the resulting Adjusted Closing Date Consideration, in each case, in reasonable detail and with explanations for the differences between the Final Closing Statement to and the SellerEstimated Closing Statement. If the Final Net Working Capital is less than the Target Working Capital Minimum, such shortfall shall be determined disregarding referred to as the “Final Working Capital Deficiency”. If the Final Net Working Capital is greater than the Target Working Capital Maximum, such excess shall be referred to as the “Final Working Capital Overage”. The Final Closing Statement shall be prepared in accordance with the Accounting Principles and shall, except as explicitly set forth in the Accounting Principles (A) not include any effects on the changes in assets and or liabilities as a result of the Seller of (i) purchase accounting adjustments or other changes arising from or resulting as a consequence of the consummation of the transactions contemplated hereby by this Agreement (the “Transactions”), (B) be based on facts and circumstances as they exist immediately prior to the Closing and shall exclude the effect of any act, decision or event occurring after the Closing (iibut including any liabilities or obligations existing prior to the Closing that may be triggered solely by the Closing), (C) not reflect, directly or indirectly, any cashadditional reserve or accrual that is not reflected in the latest Company Financial Statements, (D) calculate any reserves, accruals or other non-cash equivalentsexpense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month, and (E) not give effect to the Transactions or stock contributed any financing obtained or to Seller be obtained by Buyer or any of its Affiliates on (including the Company following the Closing) or any other transaction entered into by Buyer or any of its Affiliates (including the Company following the Closing) or any other facts unique or particular to Buyer or any of its Affiliates or any of their respective assets or liabilities. The Parties agree that the purpose of preparing the Final Closing Statement and determining the Final Net Working Capital and the related Closing Date Consideration adjustment contemplated by this Section 2.3 is to measure the amount of change (if any) between the Estimated Closing Statement and the Final Closing Statement, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Final Closing Statement or determining the Final Net Working Capital, the Final Closing Cash Balance, the Final Company Debt and the Final Selling Expenses. If Buyer does not deliver the Final Closing Statement to Seller Representative within ninety (90) days after the Closing Date. , then, at the election of Seller Representative, either (bx) Prior to Seller Representative may prepare and present the date which is Final Closing Statement within an additional thirty (30) days after Buyer’s delivery of thereafter, or (y) the Estimated Closing Statement will be deemed to be the Final Closing Statement (the “Protest Date”in accordance with this Section 2.3(c), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior Seller Representative elects to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on prepare the Final Closing Statement shall be finalin accordance with the immediately preceding sentence, binding and non-appealable by then (except for the Sellers. If a Protest Notice is delivered prior last three sentences of Section 2.3(d)) all subsequent references in Section 2.3(d) to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants Buyer will be given reasonable access upon reasonable notice deemed to the relevant books, records, workpapers be references to Seller Representative and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and all subsequent references to Seller Transaction Expenses. The parties Representative will thereafter negotiate any objections in the Protest Notice in good faithbe deemed to be references to Buyer.

Final Closing Statement. (a) On or before During the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution. The Closing Statement Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing. The hearing date will be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seven days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Closing Statement that reflects such figures). The figures submitted need not be the figures discussed during prior conversations. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) within three Business Days after Buyer’s delivery the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Closing Statement reflecting such decisions. The decision of the Closing Statement Arbitrator shall be final and binding on the Parties. The cost of any arbitration (including the “Protest Date”), fees and expenses of the Seller may deliver written notice Closing Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer (and Seller. The fees and disbursements of Seller's independent auditors incurred in connection with the “Protest Notice”) setting forth any objections which the Seller may have procedures performed with respect to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding borne by Seller and non-appealable by the Sellers. If a Protest fees and disbursements of Buyer's independent auditors incurred in connection with their preparation of the Notice is delivered prior to the Protest Date, any amounts not disputed therein of Disagreement shall be finalborne by Buyer. As used in this Agreement, binding and non-appealable by the Seller. Upon receipt of the term "Final Closing Statement" shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Closing Statement Arbitrator, the Seller and its accountants will be given reasonable access upon reasonable notice to Closing Statement issued by the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithClosing Statement Arbitrator.

Final Closing Statement. (a) On or before the date that is ninety Within sixty (9060) days following after the Closing DateClosing, Buyer or its representatives shall prepare the Purchaser shall, acting reasonably, provide the Vendors with a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses written final closing statement (the “"Final Closing Statement”") and giving its calculation of the final amounts of each of: (i) the Assumed Liability Payments; (ii) the Subsequent Investments; (iii) the Closing Interest; (iv) the Effective Date Working Capital; and (v) the Adjusted Purchase Price. The Purchaser shall deliver assist the Vendors in verifying the amounts set forth in such Final Closing Statement by providing reasonable back up documentation to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Datesubstantiate such amounts. (b) Prior To the extent Purchaser does not have the required information, the Vendors shall cooperate with the Purchaser in the preparation of the Final Closing Statement by making information and records reasonably available to the date which is Purchaser. The Vendor will have a period of thirty (30) days after Buyer’s from the date of delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to review and agree or dispute the Final Closing Statement. If the Vendor disputes the Final Closing Statement it must notify the Purchaser in writing within the thirty (30) day period referred to above, giving full details of each of the matters in dispute. The Protest Notice Final Closing Statement shall specify in reasonable detail any contested amounts constitute the final and binding Final Closing Statement with respect to the Vendors unless the Vendors have served written notice of their disagreement, including full details of such disagreement, to the Purchaser within the thirty (30) day period referred to above. If the Final Closing Statement is disputed by the Vendors, the Purchaser and the basis therefor Vendors shall have a period of ten (10) Business Days from the service of the notice of the Vendor's disagreement in which to resolve the matters in dispute. During this period the Vendors and shall include a schedule setting forth the Seller’s determination Purchaser may, by notice in writing, propose further adjustments and notify the other of Working Capitaladditional matters in dispute, Indebtedness and Seller Transaction Expensesbut only where such additional adjustments or matters arise out of any disagreement notified by the Vendor in the original notice of dispute. If a Protest Notice is not delivered prior to At the Protest Dateend of such period, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be finalrevised to reflect any agreed adjustments. Payment of any agreed adjustments, binding plus interest thereon at the Interest Rate from the Closing Date to the payment date, shall be made within ten (10) Business Days following agreement of the disputing Parties. If any matter remains in dispute at the end of the ten (10) Business Day period referred to above (the "Disputed Amounts") then, at the written request of either the Vendors or the Purchaser, an Independent Auditor shall be promptly engaged to resolve such dispute and non-appealable the Independent Auditor shall be requested to render its decision without qualifications, other than the usual qualifications relating to engagements of this nature, within thirty (30) Business Days after the dispute is referred to it. The decision of the Independent Auditor will be final and binding. The fees and expenses of the Independent Auditor shall be for the sole account of the Vendors, unless the Independent Auditor's decision is to the benefit of the Vendors by at least $250,000.00, in which circumstance the fees and expenses of the Independent Auditor shall be borne in their entirety by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithPurchaser.

Final Closing Statement. Purchaser shall prepare and deliver to Seller Representative not later than seventy-five (a) On or before the date that is ninety (9075) days following after the Closing Date, Buyer or its representatives shall prepare Date a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses statement (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of setting forth (i) purchase accounting adjustments arising from the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or resulting as a consequence of negative, the consummation of the transactions contemplated hereby or “Final Working Capital Adjustment”), (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (b) Prior to the date such difference, which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (may be positive or negative, the “Protest DateFinal Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect to the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to calculations reflected in the Final Closing Statement, if requested by Seller Representative. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Final Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as Capital Adjustment set forth on the Final Closing Statement shall be finalprepared in good faith, binding in accordance with (i) GAAP, using the same accounting principles, policies and non-appealable methods as have historically been used by the Sellers. If a Protest Notice is delivered prior Acquired Companies in their preparation of the Financial Statements, and (ii) the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Protest DateAcquired Companies’ employees, any amounts not disputed therein shall be finalasset managers, binding accountants, financial advisors, (including the offices and non-appealable by other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the Seller. Upon receipt review, verification and audit of the calculations contained in the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used in the Seller preparation, review, verification and its accountants will audit of the calculations contained in the Final Closing Statement; provided that no Party shall be given reasonable access upon reasonable notice obligated to deliver any accountant work papers where the accounting firm does not consent to the relevant booksdelivery thereof, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithso long as such Party has used its commercially reasonable efforts to obtain such consent.

Final Closing Statement. (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.. 22624170-v3 (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

Final Closing Statement. As soon as practicable (a) On or before the date that is ninety and in any event within sixty (9060) days following after the Closing Date), Buyer Parent shall, or its representatives shall cause the Surviving Corporation to, prepare and deliver to the Securityholder Representative a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses written statement (the “Final Closing Statement”) including (a) a balance sheet for the Company dated as of the Closing Date and (b) a calculation of the actual (i) Closing Cash (the “Final Closing Cash”), (ii) Closing Indebtedness (the “Final Closing Indebtedness”), (iii) Unpaid Company Transaction Expenses (the “Final Unpaid Company Transaction Expenses”) and (iv) Closing Working Capital (the “Final Closing Working Capital”) and the Closing Working Capital Adjustment Amount resulting therefrom (the “Final Closing Working Capital Adjustment Amount”), and (c) on the basis of the foregoing, a calculation of the Final Merger Consideration Amount and the Final Per Share Common Consideration, including such schedules and data as may be appropriate to support such calculations; provided, however, that all calculations of the Final Merger Consideration Amount set forth in the Final Closing Statement, including the Final Closing Cash, Final Closing Indebtedness, Final Unpaid Company Transaction Expenses and Final Closing Working Capital (and Final Closing Working Capital Adjustment Amount) (including individual working capital line items), that are not different from such calculations set forth in the Closing Statement shall deliver be final, conclusive and binding on the parties (unless and to the extent that resolution of a disputed calculation or line item affects an undisputed calculation or line item, in which case such undisputed calculation or line item shall remain open). Following the delivery of the Final Closing Statement to the Seller. Working Capital Securityholder Representative, Parent shall be determined disregarding any effects on provide the assets Securityholder Representative and liabilities its representatives, if any, at the reasonable request of the Seller of Securityholder Representative, with reasonable access (including electronic access, to the extent available) during normal business hours to (i) purchase accounting adjustments arising from or resulting as a consequence the books and records of the consummation Surviving Corporation as well as any relevant work papers of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”)Parent, the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to Company and their accountants generated in preparing the Final Closing Statement, and (ii) such personnel or representatives of the Surviving Corporation and Parent responsible for preparing the Final Closing Statement, as may reasonably be required for the review of the Parent’s calculations. The Protest Notice shall specify in reasonable detail any contested amounts All fees, costs and expenses of the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior Securityholder Representative relating to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on review of the Final Closing Statement shall be final, binding and non-appealable borne by the Sellers. If a Protest Notice is delivered prior to Participating Securityholders out of the Protest DateRepresentative Expense Fund and all fees, any amounts not disputed therein costs and expenses of Parent or the Surviving Corporation relating thereto shall be final, binding and non-appealable borne by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithParent.

Final Closing Statement. (a1) On or before the date that is ninety (90) Within 90 days following after the Closing Date, Buyer or its representatives the Sellers shall prepare and deliver to Buyer a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses written report (the “"Final Closing Statement”") and shall deliver setting forth the Sellers' final (2) Within 30 days after the date that the Final Closing Statement is delivered by the Sellers to Buyer, Buyer shall complete its examination thereof and may deliver to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as Sellers a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) report setting forth any objections which the Seller may have proposed adjustments to any amounts set forth in the Final Closing Statement. The Protest Notice shall specify If Buyer notifies the Sellers of Buyer's acceptance of the amounts set forth in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest DateFinal Closing Statement, the Working Capital, Indebtedness and Seller Transaction Expenses as amounts set forth on in the Final Closing Statement shall be conclusive, final, and binding and non-appealable by on the Sellersparties as of the date of such notification. If a Protest Notice is delivered prior Buyer fails to deliver its report of any proposed adjustments within the Protest Date30-day period specified in the preceding sentence, any the amounts not disputed therein set forth in the Final Closing Statement shall be conclusive, final, and binding on the parties as of the last day of such 30-day period. Buyer and non-appealable by the Seller. Upon receipt of Sellers shall use good faith efforts to resolve any dispute involving the amounts set forth in the Final Closing Statement. If the Sellers and Buyer fail to agree on any amount set forth in the Final Closing Statement within 10 days after the Sellers receive Buyer's report pursuant to this Section 2.5(a), the Seller disputed amounts will be determined within the following 30-day period by Ernst & Young (the "Auditor"). The Auditor shall endeavor to resolve the dispute as promptly as practicable and such auditor's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. All of the costs and expenses of the Auditor and its accountants will services rendered pursuant to this Section 2.5 shall be given reasonable access upon reasonable notice borne by Buyer, on the one hand, and Sellers, on the other hand, as nearly as possible in the proportion to the relevant booksamount by which the determination of all matters related to such costs and expenses varies from the positions of Buyer and the Sellers, recordsrespectively, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithon all such matters.

Final Closing Statement. At least five (a) On or before the date that is ninety (905) days following prior to Closing, the Stockholder Agent shall deliver to Buyer an estimated balance sheet of the Company, together with the Seller’s estimate of the “Net Working Capital” as of the Closing Date, prepared in accordance with the definitions and provisions set forth herein. No later than sixty (60) days after the Closing, Buyer or its representatives shall prepare a balance sheet as of the Closing and a schedule setting calculating the final Net Working Capital prepared in accordance with the definitions and provisions set forth its determination of Working Capitalherein (such statement, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the ). The Final Closing Statement shall be promptly delivered to the Seller. Working Capital Stockholder Agent, and the Stockholder Agent shall be determined disregarding present any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from objections or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed comments in writing to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is no later than thirty (30) days after Buyerthe Stockholder Agent’s delivery receipt of the Final Closing Statement (the “Protest Date”)and final Net Working Capital, the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify specifying in reasonable detail any contested amounts objections thereto (the “NWC Dispute Notice”). Buyer and the basis therefor Stockholder Agent shall be deemed to have agreed upon all other items and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on amounts contained in the Final Closing Statement and final Net Working Capital which are not objected to or commented upon by the Stockholder Agent. If within ten (10) Business Days after Buyer’s receipt of the NWC Dispute Notice, Buyer and the Stockholder Agent are unable to resolve informally matters which are the subject of the NWC Dispute Notice and the Stockholder Agent has not retracted the NWC Dispute Notice, then the Parties shall submit the matters which are the subject of such NWC Dispute Notice to the Accounting Referee for resolution. The Accounting Referee shall be finaldirected to make a resolution within thirty (30) days of engagement limited to those areas at issue and determined in accordance with the provisions of this Section 2.3, and such resolution shall be conclusive and binding on all Parties. Buyer and non-appealable by the SellersStockholder Agent shall each pay the costs and expenses of their own accountants and attorneys, and shall bear equally the expense of the Accounting Referee. If a Protest Notice is delivered prior The Parties’ agreement, or Accounting Referee’s communication of its decision, regarding final Net Working Capital in accordance with this Section 2.3 shall constitute the “Final NWC Determination.” Buyer and the Stockholder Agent shall have access to the Protest Date, any amounts not disputed therein shall be final, binding Company’s and non-appealable by Buyer’s work papers used in the Seller. Upon receipt preparation of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faithStatements.

Final Closing Statement. (ai) On or before the date that is ninety (90) Not later than 75 days following after the Closing DateDate or such other time as is mutually agreed by Corix and IIF Subway (or any Affiliate of Corix or IIF Subway that becomes a shareholder of CIUS, Buyer collectively, in such capacities, the “CIUS Shareholders”, and each, a “CIUS Shareholder”), the CIUS Shareholders shall cause CIUS to prepare, or its representatives shall prepare cause to be prepared, and deliver, or cause to be delivered, to the CIUS Shareholders a schedule written statement setting forth its determination calculations in reasonable detail of (A) the Closing SWWC Net Indebtedness (including calculation of the SWWC Cash), (B) the Closing SWWC Net Working Capital, (C) the Closing SWWC Capital Expenditure Amount, (D) the Closing Corix Net Indebtedness (including calculation of the Corix Cash), (E) the Closing Corix Net Working Capital and Seller Transaction Expenses (F) the Closing Corix Capital Expenditure Amount (collectively, the “Final Equity Balancing Payment Adjustment Items” and such statement, the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be ), determined disregarding any effects on the assets and liabilities as of the Seller of Closing Date (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of and without giving effect to the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior except to the date which is thirty (30) days after Buyer’s delivery extent the parties agree to adjust the mechanisms for payment of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice Estimated Adjusted Equity Balancing Payment Amount and do so through capital contributions to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have CIUS or to the Final Closing Statement. The Protest Notice shall specify respective contributed business or through the taking of other actions in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capitalaccordance with Section 2.3, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on in which case the Final Closing Statement shall reflect such transactions). The Final Closing Statement shall be finalprepared on a basis consistent with the Accounting Principles. (ii) The CIUS Shareholders shall cause CIUS to make available to the CIUS Shareholders its (and shall use their reasonable best efforts to cause CIUS to direct its accountants to make available its) work papers, binding schedules and non-appealable other supporting data as may reasonably be requested by the SellersCIUS Shareholders to verify the calculations of the Final Equity Balancing Payment Adjustment Items as or to be set forth in the Final Closing Statement, subject to customary confidentiality agreements. If In the event that any of the CIUS Shareholders delivers a Protest Dispute Notice is delivered prior (as defined below) to CIUS and the other CIUS Shareholder pursuant to Section 2.4(a)(iii), the CIUS Shareholders shall cause CIUS to make available to the Protest DateCIUS Shareholders its (and shall use its reasonable best efforts to cause its accountants to make available their) work papers, any amounts not disputed therein shall schedules and other supporting data as may reasonably be final, binding and non-appealable requested by the Seller. Upon CIUS Shareholders to enable them to verify the calculations of the Final Equity Balancing Payment Adjustment Items as set forth in such Dispute Notice, subject to customary confidentiality agreements. (iii) Within 30 days following its receipt of the Final Closing Statement, each CIUS Shareholder shall deliver to CIUS and the Seller other CIUS Shareholder either (A) its agreement as to the calculation of the Final Equity Balancing Payment Adjustment Items as set forth therein or (B) a written dispute notice (a “Dispute Notice”), specifying in reasonable detail the nature of its dispute of the calculation of the Final Equity Balancing Payment Adjustment Items as set forth therein; provided, that the CIUS Shareholders may dispute the calculation of the Final Equity Balancing Payment Adjustment Items as set forth in the Final Closing Statement only on the basis that such calculation was not made in accordance with the Accounting Principles, or on the basis of arithmetic error. In the event of a dispute, during the 15 Business Days after the delivery of a Dispute Notice, the CIUS Shareholders shall, and shall cause CIUS to, attempt in good faith to resolve any such dispute and finally determine the amounts, as applicable, of the Final Equity Balancing Payment Adjustment Items as set forth in the Final Closing Statement. If at the end of such 15-Business Day period, the CIUS Shareholders have failed to reach agreement with respect to any such disputed amounts, the matter shall be submitted to an internationally recognized accounting firm that is not the principal independent auditor for any CIUS Shareholder and is otherwise neutral and impartial and mutually agreed upon by the CIUS Shareholders; provided, however, that if the CIUS Shareholders are unable to select such accounting firm within 20 Business Days after delivery of a Dispute Notice, any CIUS Shareholder may request the American Arbitration Association to appoint, within five Business Days following the date of such request, an independent accounting firm meeting the requirements set forth above. The accounting firm so selected shall be referred to herein as the “Accountant”. The Accountant shall be engaged by XXXX, and the Accountant, as an expert and not as an arbitrator, shall resolve the disputed portions of the calculations of the Final Equity Balancing Payment Adjustment Items as set forth in the Final Closing Statement in accordance with the terms and conditions of this Agreement. In making such determination, the Accountant may only consider those items and amounts as to which the CIUS Shareholders have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement; provided, that the determination by the Accountant will neither be more favorable to any CIUS Shareholder than reflected in the Final Closing Statement nor more favorable to any CIUS Shareholder than reflected in such CIUS Shareholder’s Dispute Notice. The Accountant shall deliver to CIUS and the CIUS Shareholders, as promptly as practicable after its appointment (and in no event later than 30 days), a written report setting forth the resolution of each disputed matter and its accountants will determination of the amounts of the Equity Balancing Payment Adjustment Items as set forth in the Final Closing Statement as determined in accordance with the terms of this Agreement. Such report shall be given reasonable access final and binding upon reasonable notice the CIUS Shareholders to the relevant booksfullest extent permitted under requirements of Law and may be enforced in any court having jurisdiction. Each CIUS Shareholder shall bear its own respective fees and costs incurred in connection with the Accountant’s resolution of any disputed items pursuant to this Section 2.4(a)(iii), records, workpapers except that all fees and personnel during regular business hours for expenses relating to the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in foregoing work by the Protest Notice in good faithAccountant shall be borne by CIUS.

Final Closing Statement. (a) On or before the date that is ninety (90) Within 75 days following after the Closing Date, Buyer or its representatives shall prepare will deliver to Sellers’ Representative a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses statement (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities setting forth Buyer’s reasonable, good faith calculation of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of Closing Date Cash, the consummation of the transactions contemplated hereby or (ii) any cashNet Working Capital, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing DateDate Indebtedness, the Company Transaction Expenses, the Post-Closing Price Adjustment, if any, and the resulting Closing Consideration. (b) Prior Subject to the date which is thirty (30) days after Buyer’s delivery execution of customary confidentiality undertakings, Sellers’ Representative and its accounting representatives will be entitled to examine the work papers related to the preparation of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor relevant books and shall include a schedule setting forth records of the Seller’s determination Company and to discuss the preparation of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement with Buyer and the Company. (c) If Sellers’ Representative disagrees with the calculation of the Closing Consideration, Sellers’ Representative must deliver to Buyer, within 30 days after the date Buyer delivered the Final Closing Statement and the calculations related thereto to Sellers’ Representative, a written notice and description of each such disagreement (a “Dispute Notice”). If Sellers’ Representative does not deliver a Dispute Notice within such 30-day period, the calculation of the Closing Consideration delivered by Buyer to Sellers’ Representative shall be final, deemed to be final and binding and non-appealable by on the SellersParties. If a Protest Dispute Notice is delivered prior by Sellers’ Representative to Buyer within such 30-day period, Buyer and Sellers’ Representative will negotiate in good faith to resolve any disagreements set forth in such Dispute Notice. If, after a period of 30 days following the date on which such Dispute Notice is delivered, Buyer and Sellers’ Representative have not resolved each such disagreement, then either Buyer or Sellers’ Representative will be entitled to submit such disagreements to a nationally recognized independent accounting firm reasonably approved by Buyer and Sellers’ Representative (the “Independent Accountants”) so long as such submitting party provides written notice of such submission to the Protest Datenonsubmitting party. Within 10 Business Days after receipt of such written notice, any amounts Buyer and Sellers’ Representative will each present its position on the disputed items to the Independent Accountants in writing, and the Parties will require the Independent Accountants, within 30 days thereafter, acting as an expert and not disputed therein shall be finalan arbitrator, binding to resolve only the matters objected to by Sellers’ Representative and non-appealable not resolved by Sellers’ Representative and Buyer with respect to the determination of the Closing Consideration, and the resolution by the Seller. Upon receipt Independent Accountants of such matters will be within the range of the Final Closing Statement, the Seller amounts claimed by Sellers’ Representative and its accountants Buyer and will be given reasonable access upon reasonable notice final and binding on the Parties. The fees and expenses of the Independent Accountants will be borne by Sellers and Buyer in proportion to the relevant books, records, workpapers and personnel during regular business hours for amounts by which their respective calculations of the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in Closing Consideration differ from the Protest Notice in good faithClosing Consideration as finally determined by the Independent Accountants.

Final Closing Statement. (a) On or before the date that is Within ninety (90) days following the Closing Date, Buyer or Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its representatives shall prepare a schedule setting forth its determination of Working Capitalfinal and binding form as determined below, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) setting forth the Merger Consideration and each component thereof as of immediately prior to the Closing (including the Funded Debt, which shall deliver be determined as of immediately prior to the Closing, but after giving effect to the Merger and the other Transactions in accordance with Section 4.1(b)(ii)), including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with GAAP on a basis consistent with the terms of this Agreement and the Company’s accounting policies in effect as of such date. The Holder Representative and Parent shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities preparation of the Seller Closing Statement and determination of the Merger Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (ix) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyerfollowing the Holder Representative’s delivery of receipt thereof, unless the Final Closing Statement (the “Protest Date”), the Seller may deliver Holder Representative shall give written notice to Buyer of its disagreement (the a “Protest NoticeNotice of Disagreement”) setting forth any objections which to Parent prior to such date and (y) the Seller may have to the Final Closing StatementHolder Representative notifies Parent of its acceptance thereof. The Protest Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expensesdisagreement so asserted. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final The Closing Statement shall be final, become final and binding and non-appealable upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the Sellers. If a Protest Notice is delivered prior written agreement of the parties or pursuant to the Protest Datearbitration provisions set forth below). During the fifteen (15) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve any amounts not disputed therein differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives (as defined in Section 6.2(a) below) shall be finalpermitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, binding and non-appealable by at the Seller. Upon receipt end of the Final Closing Statementfifteen (15)-day period referred to above, the Seller matters in dispute have not been fully resolved, then the parties shall submit to Deloitte & Touche LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and its accountants will be given reasonable access upon reasonable notice resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Merger Consideration and the components thereof to the relevant booksextent such amounts are in dispute, records, workpapers in accordance with the guidelines and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expensesprocedures set forth in this Agreement. The parties will thereafter negotiate reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Merger Consideration. In resolving any objections matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Protest Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in good faiththe Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement and the determination of the Merger Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount to be released from the Holder Representative Expense Account (as defined in Section 4.4(g) below) in accordance with Section 4.2).

Final Closing Statement. (a) On or before the date that is ninety (90) Within 90 days following of the Closing Date, Buyer or its representatives the Vendors shall cause the Corporation to prepare a schedule setting forth its determination balance sheet of Working Capitalthe Corporation as at the Financial Adjustment Time, Indebtedness and Seller Transaction Expenses including a closing statement calculating the Purchase Price Adjustments as at the Financial Adjustment Time, all prepared in accordance with GAAP as applied on a basis consistent with past practice (the “"Final Closing Statement”) "). The Final Closing Statement, along with all other financial statements of the Corporation for each fiscal period ending immediately prior to the Closing Date shall be prepared by the Vendors with the assistance and full cooperation of the Corporation’s management and shall deliver be audited by Deloitte, the Corporation’s current auditor. The Final Closing Statement is to provide details of any variance between the Final Closing Statement and the Estimated Closing Statement. The Vendors shall deliver to the Seller. Working Capital shall be determined disregarding any effects on Purchaser the assets and liabilities Final Closing Statement within 90 days of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to The Purchaser shall have 15 Business Days from the date which is thirty (30) days after Buyer’s delivery of they receive the Final Closing Statement to review the Final Closing Statement and to inform the Vendors in writing of any disagreement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”an "Objection") setting forth any objections which the Seller may have to with the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and If the basis therefor and shall include a schedule setting forth the Seller’s determination of Working CapitalVendors do not receive an Objection within such 15 Business Day period, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall will be final, binding and non-appealable deemed to have been accepted by the SellersPurchaser and will become binding upon the Purchaser and the Vendors. If a Protest Notice is delivered prior the Purchaser deliver an Objection to the Protest DateVendors within such 15 Business Day period, the Vendors and Purchaser shall attempt to resolve any amounts not disputed therein shall be final, binding and non-appealable by differences within 15 Business Days following the Seller. Upon Vendors’ receipt of the Final Closing StatementObjection. If the Vendors and Purchaser are unable to come to a resolution with respect to the matters raised in the Objection, the Seller Parties must promptly refer the matters to an Independent Accountant. The Independent Accountant shall, as promptly as practicable (but in any event within 45 days following its appointment), make a determination on the disputed items based solely on written submissions provided by the Vendors and its accountants will be given reasonable access upon reasonable notice the Purchaser to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction ExpensesIndependent Accountant. The parties will thereafter negotiate decision of the Independent Accountant as to any objections disputed items will, absent manifest error, be final and binding upon the Vendors and the Purchaser and Employee Shareholders. If the Objection is materially accepted by the Independent Accountant, as determined by the Independent Accountant, then the Vendors shall pay the fees, costs and expenses of the Independent Accountant. If the Objection is materially rejected by the Independent Accountant, as determined by the Independent Accountant, then the Purchaser shall pay the fees, costs and expenses of the Independent Accountant. If the Objection is neither materially rejected nor materially accepted by the Independent Accountant, as determined by the Independent Accountant, then the Purchaser (as to one-half) and the Vendors (as to one-half) shall share equally the fees, costs and expenses of the Independent Accountant. (c) If requested by the Purchaser, the Parties shall cause all or a portion of the Inventory, wherever located, to be physically confirmed after the Closing Date at the Purchaser’s sole expense, in accordance with the Protest Notice in good faithfollowing provisions (the "Stocktaking"): (i) the Stocktaking shall take place within 5 Business Days of the Closing Date; (ii) representatives of the Purchaser and the Vendors shall be entitled to be present at the Stocktaking; (iii) after the Stocktaking has been completed, schedules reflecting the Stocktaking shall be prepared by the Purchaser and submitted to the Vendor for its review and approval within 5 Business Days of the Stocktaking.