Common use of Final Working Capital Adjustment Clause in Contracts

Final Working Capital Adjustment. (1) As soon as practicable after the Closing, but in no event later than thirty (30) days after the Closing Date, Purchaser shall (i) prepare a balance sheet of the Company as of the Closing Date in accordance with GAAP applied on a basis consistent with the Company’s historical practices in the preparation of its unaudited monthly financial statements (the “Closing Balance Sheet”), (ii) calculate the Adjusted Working Capital of the Company as of the Closing Date, (iii) calculate the LCP Deferred Revenue as of the Closing Date, (iv) calculate the Net LCP Deferred Revenue as of the Closing Date, (v) calculate Funded Debt, and (vi) prepare and deliver to Purchaser a statement (the “Adjustment Statement”) setting forth Purchaser’s calculations of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt. For the avoidance of doubt, only those accounts identified in Section 1.4(a)(ii) of the Seller Disclosure Letter shall be included in the Closing Balance Sheet for purposes of calculating Adjusted Working Capital. Seller shall have thirty (30) days after receipt of the Closing Balance Sheet and the Adjustment Statement to give Purchaser written notice of its objection to any item or calculation contained in the Closing Balance Sheet or the Adjustment Statement. If Seller does not give Purchaser written notice of its objection to the Closing Balance Sheet and the Adjustment Statement within such thirty (30) day period, such Closing Balance Sheet and Adjustment Statement shall be deemed final and conclusive with respect to the determination of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on Seller for such purpose. If, however, Seller objects to any items or calculations contained in the Closing Balance Sheet or the Adjustment Statement, Seller shall submit a statement of its objections that quantifies the dollar amount of each objection and outlines in reasonable detail the basis and rationale for such objection, and the parties shall meet and shall attempt in good faith to resolve such objections. If the parties are unable to resolve Seller’s objections within thirty (30) days following such objection, such objections will be resolved by the Independent Accountant, who shall resolve all such objections and shall make any necessary changes or revisions to the Closing Balance Sheet and the Adjustment Statement within fifteen (15) days after such Independent Accountant receives written instructions to resolve such objections. The Independent Accountant’s review shall be limited to the objections made in the statement submitted to Purchaser by Seller and Purchaser’s responses thereto and in no event shall the Independent Accountant determine that any objection made by Seller exceeds the amount quantified by Seller relating to each such objection. Within five (5) days after completion, the Independent Accountant shall deliver the Closing Balance Sheet and the Adjustment Statement (as so changed or revised, if applicable) to Purchaser and Seller. The Closing Balance Sheet and the Adjustment Statement as finalized by the Independent Accountant shall be deemed final and conclusive with respect to the determination of the Adjusted Working Capital, LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on all the parties hereto for such purposes (but shall not limit the representations, warranties, covenants or agreements of such Parties set forth elsewhere in this Agreement). The fees and expenses of the Independent Accountant in resolving all such objections shall be borne equally by the Seller and Purchaser.

Final Working Capital Adjustment. (1) As soon as reasonably practicable after following the ClosingClosing Date, but in no event later than thirty (30) days after the Closing Date, Purchaser Buyer shall (i) prepare a cause to be prepared and delivered to Seller an unaudited balance sheet of the Company as of the Closing Date in accordance with GAAP applied on and a basis consistent with the Company’s historical practices in the preparation statement of its unaudited monthly financial statements (the “Closing Balance Sheet”), (ii) calculate the Adjusted Working Capital working capital of the Company as of the Closing DateDate (the “Closing Statement”), which shall quantify in reasonable detail the items constituting such working capital, and a statement of the actual pre-Closing collections held by the Company. The Closing Statement will set forth (iiii) calculate the LCP Deferred Revenue aggregate amount of working capital of the Company and the Collections on hand as of the last Sunday in the month preceding the Closing Date (the “Cut-off Date Working Capital”) and the aggregate amount of working capital of the Company and the collections on hand as of the Closing Date, (iv) calculate the Net LCP Deferred Revenue as of the Closing Date, (v) calculate Funded Debt, and (vi) prepare and deliver to Purchaser a statement Date (the “Adjustment Statement”) setting forth Purchaser’s calculations of the Adjusted Closing Date Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt. For the avoidance of doubt, only those accounts identified in Section 1.4(a)(ii) of the Seller Disclosure Letter shall be included in the Closing Balance Sheet for purposes of calculating Adjusted Working Capital”). Seller shall have thirty (30) days after receipt of the Closing Balance Sheet and the Adjustment Statement to give Purchaser written notice of its objection to any item or calculation contained in the Closing Balance Sheet or the Adjustment Statement. If Seller does not give Purchaser written notice of its objection to the Closing Balance Sheet and the Adjustment Statement within such thirty (30) day period, such Closing Balance Sheet and Adjustment Statement shall be deemed final and conclusive with respect to the determination of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on Seller for such purpose. If, however, Seller objects to any items or calculations contained in the Closing Balance Sheet or the Adjustment Statement, Seller shall submit a statement of its objections that quantifies the dollar amount of each objection and outlines in reasonable detail the basis and rationale for such objection, and the parties shall meet and shall attempt in good faith to resolve such objections. If the parties are unable to resolve Seller’s objections within thirty (30) days following such objection, such objections will be resolved by the Independent Accountant, who shall resolve all such objections and shall make any necessary changes or revisions to the Closing Balance Sheet and the Adjustment Statement within fifteen (15) days after following the date of delivery by Buyer to Seller of the Closing Statement to provide Buyer with a written certificate confirming that the amounts and calculations set forth in such Independent Accountant receives written instructions statements are correct. If Seller objects to resolve any of the calculations or other elements of the Closing Statement, then such objections. The Independent Accountant’s review dispute shall be limited submitted for resolution to an impartial nationally recognized firm of independent certified public accountants (which, upon agreement of the objections made in the statement submitted to Purchaser by Seller Buyer and PurchaserSeller, may be Seller’s responses thereto accounting firm or Buyer’s accounting firm) who, acting as experts and in no event not arbitrators, shall the Independent Accountant determine that resolve any objection made by Seller exceeds the amount quantified by Seller relating to each such objectionremaining disputes. Within five (5) days after completion, Business Days following the Independent Accountant shall deliver the Closing Balance Sheet determination date (whether by Agreement of Buyer and the Adjustment Statement (as so changed Seller or revised, if applicable) to Purchaser and Seller. The Closing Balance Sheet and the Adjustment Statement as finalized by the Independent Accountant shall be deemed final and conclusive with respect to the determination of the Adjusted applicable accounting firm), an amount equal to the absolute value of the amount (which may be a positive or negative number) (x) the Closing Date Working Capital, LCP Deferred Revenueless (y) the Cutoff Date Working Capital, the Net LCP Deferred Revenue and Funded Debt and shall be binding on all paid without interest, in cash by wire transfer of immediately available funds from Buyer to Seller (if the parties hereto for such purposes Final Working Capital Adjustment is a positive amount), or by Seller to Buyer (but shall not limit if the representationsFinal Working Capital Adjustment is a negative amount) to an account specified in a written instruction from Buyer or Seller, warranties, covenants or agreements of such Parties set forth elsewhere in this Agreement). The fees and expenses of the Independent Accountant in resolving all such objections shall be borne equally by the Seller and Purchaseras applicable.

Final Working Capital Adjustment. (1a) As soon as reasonably practicable after following the ClosingClosing Date, but in no event later more than thirty sixty (3060) days after the Closing Date, Purchaser Buyer shall (i) prepare cause to be prepared and delivered to Seller a balance sheet statement of Working Capital of the Company as business conducted at the Property substantially in the form of the Pre-Closing Date Working Capital Statement and the Detailed Balance Sheet (the “Working Capital Statement”). The Working Capital Statement shall be prepared in accordance with GAAP applied and on a basis consistent with the Company’s historical practices accounting policies, practices, procedures and principles used in preparing the preparation Detailed Balance Sheet, and shall be calculated in accordance with the working capital calculation example set forth on Section 2.4 of its unaudited monthly financial statements the Seller Disclosure Letter. The Working Capital Statement will set forth, in reasonable detail, the amount of Working Capital of the business conducted at the Property as of the Closing Date (the “Closing Balance SheetDate Working Capital”). Notwithstanding any provision of this Agreement to the contrary, (ii) calculate Buyer shall provide reasonable advance notice to Seller of any cash counts and physical inventories that will be taken for preparation of the Adjusted Working Capital Statement and, subject to applicable Gaming Laws, if any, a Representative of Seller may be present to observe such cash counts and physical inventories if Seller so elects. Seller and Buyer each shall bear its own expenses in the preparation and review of the Company as Working Capital Statement. Subject to applicable Law, Seller will use commercially reasonable efforts to cooperate with Buyer in connection with the preparation of the Working Capital Statement and the calculation of Closing Date, (iii) calculate the LCP Deferred Revenue as of the Closing Date, (iv) calculate the Net LCP Deferred Revenue as of the Closing Date, (v) calculate Funded Debt, and (vi) prepare and deliver to Purchaser a statement (the “Adjustment Statement”) setting forth Purchaser’s calculations of the Adjusted Date Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt. For the avoidance will provide Buyer with reasonable access to any of doubt, only those accounts identified in Section 1.4(a)(ii) Seller’s records not otherwise available to Buyer as a result of the Seller Disclosure Letter shall be included in transactions contemplated by this Agreement, to the extent reasonably related to the preparation of the Working Capital Statement and the calculation of Closing Balance Sheet for purposes of calculating Adjusted Date Working Capital. Seller shall have thirty (30) days after receipt of the Closing Balance Sheet and the Adjustment Statement to give Purchaser written notice of its objection to any item or calculation contained in the Closing Balance Sheet or the Adjustment Statement. If Seller does not give Purchaser written notice of its objection to the Closing Balance Sheet and the Adjustment Statement within such thirty (30) day period, such Closing Balance Sheet and Adjustment Statement shall be deemed final and conclusive with respect to the determination of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on Seller for such purpose. If, however, Seller objects to any items or calculations contained in the Closing Balance Sheet or the Adjustment Statement, Seller shall submit a statement of its objections that quantifies the dollar amount of each objection and outlines in reasonable detail the basis and rationale for such objection, and the parties shall meet and shall attempt in good faith to resolve such objections. If the parties are unable to resolve Seller’s objections within thirty (30) days following such objection, such objections will be resolved by the Independent Accountant, who shall resolve all such objections and shall make any necessary changes or revisions to the Closing Balance Sheet and the Adjustment Statement within fifteen (15) days after such Independent Accountant receives written instructions to resolve such objections. The Independent Accountant’s review shall be limited to the objections made in the statement submitted to Purchaser by Seller and Purchaser’s responses thereto and in no event shall the Independent Accountant determine that any objection made by Seller exceeds the amount quantified by Seller relating to each such objection. Within five (5) days after completion, the Independent Accountant shall deliver the Closing Balance Sheet and the Adjustment Statement (as so changed or revised, if applicable) to Purchaser and Seller. The Closing Balance Sheet and the Adjustment Statement as finalized by the Independent Accountant shall be deemed final and conclusive with respect to the determination of the Adjusted Working Capital, LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on all the parties hereto for such purposes (but shall not limit the representations, warranties, covenants or agreements of such Parties set forth elsewhere in this Agreement). The fees and expenses of the Independent Accountant in resolving all such objections shall be borne equally by the Seller and Purchaser.

Final Working Capital Adjustment. (1) 2.5.1 As soon as reasonably practicable after following the ClosingClosing Date, but in no event later more than thirty (30) 30 days after the Closing Date, Purchaser Buyer shall (i) prepare cause to be prepared and delivered to Seller a balance sheet statement of Working Capital of the Company as business conducted at the Property substantially in the form of the Pre-Closing Date Working Capital Statement and the Detailed Balance Sheet (the “Working Capital Statement”). The Working Capital Statement shall be prepared in accordance with GAAP applied and on a basis consistent with the Company’s historical practices accounting policies, practices, procedures and principles used in preparing the Detailed Balance Sheet, and shall be calculated in accordance with the working capital calculation example set forth on Section 2.4 of the Seller Disclosure Letter. The Working Capital Statement will set forth, in reasonable detail, the amount of Working Capital of the business conducted at the Property as of the Closing Date (the “Closing Date Working Capital”). Notwithstanding any provision of this Agreement to the contrary, Buyer shall provide reasonable advance notice to Seller of any physical inventories that will be taken for preparation of the Working Capital Statement and, subject to applicable Gaming Laws, if any, a Representative of Seller may be present to observe such physical inventories if Seller so elects; provided, however, that cash counts or physical inventories of gaming assets (but not physical inventories of other assets) conducted on the Closing Date shall be conclusive and binding on the parties and shall be used in the preparation of its unaudited monthly financial statements (the “Closing Balance Sheet”), (ii) calculate the Adjusted Working Capital Statement. Seller and Buyer each shall bear its own expenses in the preparation and review of the Company as Working Capital Statement. Subject to applicable Law, Seller will use commercially reasonable efforts to cooperate with Buyer in connection with the preparation of the Working Capital Statement and the calculation of Closing Date, (iii) calculate the LCP Deferred Revenue as of the Closing Date, (iv) calculate the Net LCP Deferred Revenue as of the Closing Date, (v) calculate Funded Debt, and (vi) prepare and deliver to Purchaser a statement (the “Adjustment Statement”) setting forth Purchaser’s calculations of the Adjusted Date Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt. For the avoidance will provide Buyer with reasonable access to any of doubt, only those accounts identified in Section 1.4(a)(ii) Seller’s records not otherwise available to Buyer as a result of the Seller Disclosure Letter shall be included in transactions contemplated by this Agreement, to the extent reasonably related to the preparation of the Working Capital Statement and the calculation of Closing Balance Sheet for purposes of calculating Adjusted Date Working Capital. Seller shall have thirty (30) days after receipt of the Closing Balance Sheet and the Adjustment Statement to give Purchaser written notice of its objection to any item or calculation contained in the Closing Balance Sheet or the Adjustment Statement. If Seller does not give Purchaser written notice of its objection to the Closing Balance Sheet and the Adjustment Statement within such thirty (30) day period, such Closing Balance Sheet and Adjustment Statement shall be deemed final and conclusive with respect to the determination of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on Seller for such purpose. If, however, Seller objects to any items or calculations contained in the Closing Balance Sheet or the Adjustment Statement, Seller shall submit a statement of its objections that quantifies the dollar amount of each objection and outlines in reasonable detail the basis and rationale for such objection, and the parties shall meet and shall attempt in good faith to resolve such objections. If the parties are unable to resolve Seller’s objections within thirty (30) days following such objection, such objections will be resolved by the Independent Accountant, who shall resolve all such objections and shall make any necessary changes or revisions to the Closing Balance Sheet and the Adjustment Statement within fifteen (15) days after such Independent Accountant receives written instructions to resolve such objections. The Independent Accountant’s review shall be limited to the objections made in the statement submitted to Purchaser by Seller and Purchaser’s responses thereto and in no event shall the Independent Accountant determine that any objection made by Seller exceeds the amount quantified by Seller relating to each such objection. Within five (5) days after completion, the Independent Accountant shall deliver the Closing Balance Sheet and the Adjustment Statement (as so changed or revised, if applicable) to Purchaser and Seller. The Closing Balance Sheet and the Adjustment Statement as finalized by the Independent Accountant shall be deemed final and conclusive with respect to the determination of the Adjusted Working Capital, LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on all the parties hereto for such purposes (but shall not limit the representations, warranties, covenants or agreements of such Parties set forth elsewhere in this Agreement). The fees and expenses of the Independent Accountant in resolving all such objections shall be borne equally by the Seller and Purchaser.

Final Working Capital Adjustment. (1) As soon as reasonably practicable after following the ClosingClosing Date, but in no event later than thirty (30) days after the Closing Date, Purchaser Buyer shall (i) prepare a cause to be prepared and delivered to Seller an unaudited balance sheet of the Company as of the Closing Date in accordance with GAAP applied on and a basis consistent with the Company’s historical practices in the preparation statement of its unaudited monthly financial statements (the “Closing Balance Sheet”), (ii) calculate the Adjusted Working Capital working capital of the Company as of the Closing DateDate (the “Closing Statement”), which shall quantify in reasonable detail the items constituting such working capital, and a statement of the actual pre-Closing collections held by the Company. The Closing Statement will set forth (iiii) calculate the LCP Deferred Revenue aggregate amount of working capital of the Company and the Collections on hand as of the last Sunday in the month preceding the Closing Date (the “Cut-off Date Working Capital”) and the aggregate amount of working capital of the Company and the 2 collections on hand as of the Closing Date, (iv) calculate the Net LCP Deferred Revenue as of the Closing Date, (v) calculate Funded Debt, and (vi) prepare and deliver to Purchaser a statement Date (the “Adjustment Statement”) setting forth Purchaser’s calculations of the Adjusted Closing Date Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt. For the avoidance of doubt, only those accounts identified in Section 1.4(a)(ii) of the Seller Disclosure Letter shall be included in the Closing Balance Sheet for purposes of calculating Adjusted Working Capital”). Seller shall have thirty (30) days after receipt of the Closing Balance Sheet and the Adjustment Statement to give Purchaser written notice of its objection to any item or calculation contained in the Closing Balance Sheet or the Adjustment Statement. If Seller does not give Purchaser written notice of its objection to the Closing Balance Sheet and the Adjustment Statement within such thirty (30) day period, such Closing Balance Sheet and Adjustment Statement shall be deemed final and conclusive with respect to the determination of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on Seller for such purpose. If, however, Seller objects to any items or calculations contained in the Closing Balance Sheet or the Adjustment Statement, Seller shall submit a statement of its objections that quantifies the dollar amount of each objection and outlines in reasonable detail the basis and rationale for such objection, and the parties shall meet and shall attempt in good faith to resolve such objections. If the parties are unable to resolve Seller’s objections within thirty (30) days following such objection, such objections will be resolved by the Independent Accountant, who shall resolve all such objections and shall make any necessary changes or revisions to the Closing Balance Sheet and the Adjustment Statement within fifteen (15) days after following the date of delivery by Buyer to Seller of the Closing Statement to provide Buyer with a written certificate confirming that the amounts and calculations set forth in such Independent Accountant receives written instructions statements are correct. If Seller objects to resolve any of the calculations or other elements of the Closing Statement, then such objections. The Independent Accountant’s review dispute shall be limited submitted for resolution to an impartial nationally recognized firm of independent certified public accountants (which, upon agreement of the objections made in the statement submitted to Purchaser by Seller Buyer and PurchaserSeller, may be Seller’s responses thereto accounting firm or Buyer’s accounting firm) who, acting as experts and in no event not arbitrators, shall the Independent Accountant determine that resolve any objection made by Seller exceeds the amount quantified by Seller relating to each such objectionremaining disputes. Within five (5) days after completion, Business Days following the Independent Accountant shall deliver the Closing Balance Sheet determination date (whether by Agreement of Buyer and the Adjustment Statement (as so changed Seller or revised, if applicable) to Purchaser and Seller. The Closing Balance Sheet and the Adjustment Statement as finalized by the Independent Accountant shall be deemed final and conclusive with respect to the determination of the Adjusted applicable accounting firm), an amount equal to the absolute value of the amount (which may be a positive or negative number) (x) the Closing Date Working Capital, LCP Deferred Revenueless (y) the Cutoff Date Working Capital, the Net LCP Deferred Revenue and Funded Debt and shall be binding on all paid without interest, in cash by wire transfer of immediately available funds from Buyer to Seller (if the parties hereto for such purposes Final Working Capital Adjustment is a positive amount), or by Seller to Buyer (but shall not limit if the representationsFinal Working Capital Adjustment is a negative amount) to an account specified in a written instruction from Buyer or Seller, warranties, covenants or agreements of such Parties set forth elsewhere in this Agreement)as applicable. The fees and expenses of the Independent Accountant in resolving all such objections shall be borne equally by the Seller and Purchaser.1.3

Final Working Capital Adjustment. (1A) As soon as practicable after the Closingpracticable, but in no any event later than thirty within ten (3010) days after Business Days following the Closing Date, Purchaser the Buyer shall (i) prepare a and deliver to the Stockholder Representative an unaudited consolidated balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP applied on a consistent basis with the Financial Statements and past practice, without giving effect to (i) adjustments for the transactions contemplated hereby, except for Company Expenses paid on or prior to the Closing Date or (ii) any fees related to termination of the CIT Agreement (the "Final Closing Date Balance Sheet"), together with a detailed calculation of the Final Net Working Capital Amount of the Company calculated in a manner consistent with the Company’s historical practices in calculation of the preparation of its unaudited monthly financial statements (the “Closing Balance Sheet”), (ii) calculate the Adjusted Baseline Net Working Capital as set forth in Schedule I attached hereto. The Buyer shall provide the Stockholder Representative with full access to the work papers in connection with such calculation and representatives of the Company as Buyer shall make themselves available at reasonable times upon request of the Closing Date, (iii) calculate Stockholder Representative to discuss with the LCP Deferred Revenue as of the Closing Date, (iv) calculate the Net LCP Deferred Revenue as of the Closing Date, (v) calculate Funded Debt, and (vi) prepare and deliver to Purchaser a statement (the “Adjustment Statement”) setting forth Purchaser’s calculations of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded DebtBuyer such calculation. For the avoidance of doubt, only those accounts identified in Section 1.4(a)(ii) of the Seller Disclosure Letter shall be included in the Closing Balance Sheet for purposes of calculating Adjusted Working Capital. Seller The Stockholder Representative shall have thirty ten (3010) days after receipt delivery of the Final Closing Date Balance Sheet and to dispute the Adjustment Statement to give Purchaser written notice Final Net Working Capital Amount. If the Stockholder Representative disputes any of its objection to any item or calculation contained the calculations in the Final Closing Date Balance Sheet or the Adjustment Statement. If Seller does not give Purchaser written notice of its objection Final Net Working Capital Amount, the Buyer and the Stockholder Representative shall use commercially reasonable efforts to reconcile such disputes and reach agreement on the Final Closing Date Balance Sheet and Final Net Working Capital Amount. In the Adjustment Statement within such thirty (30) day period, such Closing Balance Sheet and Adjustment Statement shall be deemed final and conclusive with respect to event the determination of the Adjusted Working Capital, the LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on Seller for such purpose. If, however, Seller objects to any items or calculations contained in the Closing Balance Sheet or the Adjustment Statement, Seller shall submit a statement of its objections that quantifies the dollar amount of each objection and outlines in reasonable detail the basis and rationale for such objection, Buyer and the parties shall meet and shall attempt in good faith to resolve such objections. If the parties Stockholder Representative are unable to reach agreement on a Final Closing Date Balance Sheet within fifteen (15) days after delivery thereof, then each of the Buyer or the Stockholder Representative shall submit the remaining issues in dispute for resolution to a nationally-recognized accounting firm mutually agreeable to the Buyer and the Stockholder Representative (the "Selected Accountants"), which firm shall resolve Seller’s objections such dispute within thirty (30) days following such objectionits selection. The Buyer and the Stockholder Representative shall cooperate with the Selected Accountants in all respects, such objections will be resolved by including providing the Independent Accountant, who shall resolve Selected Accountants with all such objections work papers and shall make any necessary changes or revisions to back-up materials used in preparation and review of their calculations of the Final Closing Date Balance Sheet and the Adjustment Statement within fifteen (15) days after such Independent Accountant receives written instructions to resolve such objectionsFinal Net Working Capital Amount. The Independent Accountant’s review shall be limited to determination of the objections made in the statement submitted to Purchaser by Seller and Purchaser’s responses thereto and in no event shall the Independent Accountant determine that any objection made by Seller exceeds the amount quantified by Seller relating to each such objection. Within five (5) days after completion, the Independent Accountant shall deliver the Final Closing Date Balance Sheet and Final Net Working Capital Amount by the Adjustment Statement (as so changed or revisedSelected Accountants' shall be final, if applicable) to Purchaser binding and Sellerconclusive upon the parties hereto. The Closing Balance Sheet Buyer and the Adjustment Statement as finalized by the Independent Accountant shall be deemed final Stockholder Representative will each bear 50% of all fees, expenses and conclusive with respect to the determination costs of the Adjusted Working Capital, LCP Deferred Revenue, the Net LCP Deferred Revenue and Funded Debt and shall be binding on all the parties hereto for such purposes (but shall not limit the representations, warranties, covenants or agreements of such Parties set forth elsewhere in this Agreement). The fees and expenses of the Independent Accountant in resolving all such objections shall be borne equally by the Seller and PurchaserSelected Accountants.