Common use of Post-Closing Adjustment to Purchase Price Clause in Contracts

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. The Closing Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical practicable, but no later than ninety (90) days following (but not more than 60 days after) the Closing Date, Seller the Purchaser shall prepare in good faith and Buyer deliver to the Sellers’ Representative (each of which shall jointly prepare be accompanied by appropriate information and documentation supporting the applicable calculation): (i) an unaudited consolidated balance sheet of the ACBR Entities Company and its Subsidiaries as of the Closing Date prepared in accordance with GAAP consistent with the past practice of the Company (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on ; (ii) a basis consistent with the Financial Information schedule of the ACBR Entities. The Company Indebtedness as of immediately prior to the Closing Balance Sheet will (the “Closing Company Indebtedness”); (iii) a schedule of the Cash and Cash Equivalents as of immediately prior to the Closing (“Closing Cash and Cash Equivalents”); and (iv) a statement of Working Capital, which shall set forth a reasonably detailed calculation by the actual amount Purchaser of Working Capital of the ACBR Entities as of the Closing Date based on the Closing Balance Sheet (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including . Any actions taken by the Purchaser at or after the Closing Date Working Capital, shall become final and binding upon not be taken into account for the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end purpose of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of preparing the Closing Balance Sheet and the Closing Date Working Capital. (b) The Purchaser shall deliver a copy of the Closing Balance Sheet, a final adjustment the Closing Company Indebtedness and Closing Cash and Cash Equivalents and the calculation of the Closing Working Capital (together, the “Closing Financial Data”) to the Purchase Price Sellers’ Representative promptly after it has been prepared together, which Closing Financial Data shall be prepared in accordance with the applicable definitions contained herein and in accordance with GAAP consistent with the past practice of the Company and, solely to the extent not addressed by GAAP, in accordance with the example set forth in Exhibit B hereto. (c) After receipt of the Closing Financial Data, the Sellers’ Representative shall have sixty (60) days (the “Final Purchase Price AdjustmentReview Period”) shall be made and paid as follows: (i) if to review the Closing Date Working Capital is less than Financial Data, together with the Estimated Working Capitalwork papers used in the preparation thereof, then Seller and have its Representatives review such Closing Financial Data. In connection with the review of the Closing Financial Data, the Purchaser shall promptly paygive, and shall cause the Company and its Representatives to give, to the Sellers’ Representative and its Representatives such access during normal business hours to the Books and Records and other materials of the Company and its Subsidiaries and the personnel of, and work papers prepared by or cause for, the Purchaser, the Company and their respective Representatives (in each case, subject to be paid execution of customary access letters and confidentiality undertakings), including to Buyersuch historical financial information relating to the Company and its Subsidiaries as the Sellers’ Representative or its Representatives may reasonably request, in casheach case, an amount equal to the amount extent reasonably necessary to permit the timely and complete review of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, Financial Data in cash, an amount equal to the amount of such difference; andaccordance with this Section 2.07(c). (d) As used hereinIf the Sellers’ Representative has accepted such Closing Financial Data in writing or has not given written notice addressed and delivered to the Purchaser setting forth any objection to such Closing Financial Data (a “Statement of Objections”) prior to the expiration of the Review Period, then such Closing Financial Data shall be final, conclusive and binding upon the Purchaser and the Sellers. In the event that the Sellers’ Representative delivers a Statement of Objections during the Review Period (which statement must describe in reasonable detail (including all supporting calculations and references identifying all relevant schedules and documents) the items contained in the Closing Financial Data with which the Sellers’ Representative disagrees and the basis for such disagreement), the term “Purchaser and the Sellers’ Representative shall use their commercially reasonable efforts to agree on the amount of Closing Working Capital” means , Cash and Cash Equivalents or Company Indebtedness as of immediately prior to the calculationClosing, using as applicable, and appropriate adjustments to the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet within thirty (30) days following the receipt by the Purchaser of the Statement of Objections; provided, however, that the Statement of Objections may only include objections based on (i) the failure of the calculations set forth in the Closing Financial Data to be prepared in accordance with the applicable definitions contained herein and in accordance with GAAP consistent with the past practice of the Company and, solely to the extent not addressed by GAAP, in accordance with the example set forth in Exhibit B hereto or (ii) mathematical errors in the computation of any amount set forth in the Closing Financial Data. Any written and executed resolution by the Purchaser and the Sellers’ Representative during the thirty (30) days after receipt by the Purchaser of the Statement of Objections shall be final, conclusive and binding. If the Purchaser and the Sellers’ Representative are unable to reach an agreement as to such amounts and adjustments within such thirty (30) day period, then solely the matters set forth in the Statement of Objections that remain in dispute shall be submitted as promptly as practicable to BDO USA, LLP, or if BDO USA, LLP is unwilling or unable to serve in such capacity, to such other independent accounting firm agreed to by the Purchaser and the Sellers’ Representative (such firm, the “Accounting Firm”), who shall resolve the matters still in dispute and adjust the Closing Date Balance SheetFinancial Data to reflect such resolution; provided, however, that the Accounting Firm may not determine an amount of (w) Closing Working Capital in excess of that claimed by the Sellers’ Representative or less than that claimed by the Purchaser, (x) Cash and Cash Equivalents as applicableof immediately prior to the Closing in excess of that claimed by the Sellers’ Representative or less than that claimed by the Purchaser or (y) Company Indebtedness as of immediately prior to the Closing in excess of that claimed by the Purchaser or less than that claimed by the Sellers’ Representative. The Purchaser and the Sellers’ Representative shall cause the Accounting Firm to make such determination within forty-five (45) days following the submission of the matter to the Accounting Firm for resolution, and such determination shall be final, conclusive and binding upon the Purchaser and the Sellers (absent fraud or manifest error) and may be entered and enforced in any court having jurisdiction. The Purchaser and the Sellers’ Representative shall instruct the Accounting Firm to (A) review only those unresolved items specifically set forth in the Statement of Objections and submitted to the Accounting Firm in the amounts claimed by the Purchaser and the Sellers’ Representative in the Closing Financial Data and the Statement of Objections, respectively, (B) make its determination based solely upon the written submissions of the Purchaser and the Sellers’ Representative (i.e., not by independent review) and (C) limit its review to whether the item in dispute is (x) calculated in accordance with the applicable definitions contained herein and in accordance with GAAP consistent with the past practice of the Company and, solely to the extent not addressed by GAAP, in accordance with the example set forth in Exhibit B hereto or (y) a mathematical error. Each of the Purchaser and the Sellers’ Representative agree that it shall not have any right to, and shall not, institute any Action of any kind challenging such determination or with respect to the matters that are the subject of this Section 2.07, except that the foregoing shall not preclude an Action to enforce such determination. The terms “Final Closing Working Capital,” “Final Closing Cash and Cash Equivalents” and “Final Closing Indebtedness” shall mean, respectively, the definitive Closing Working Capital, Closing Cash and Cash Equivalents and Closing Indebtedness agreed to (or deemed to be agreed to) by the Purchaser and the Sellers’ Representative or the definitive Closing Financial Data resulting from the determinations made by the Accounting Firm in accordance with this Section 2.07 (in addition to those items theretofore agreed to (or deemed agreed to) by the Purchaser and the Sellers’ Representative).

Post-Closing Adjustment to Purchase Price. The Company will calculate the Book Equity Value of the Company within ninety (90) days following the Closing Date. At that time the following adjustment to the Purchase Price will be made (the “Post Closing Adjustment Payment”) as follows: If the Book Equity Value exceeds the Cash Payment, the Purchaser shall make a cash payment to the Seller equal to One Hundred Ten Percent (110%) multiplied by the difference between the Book Equity Value and the Cash Payment no later than ninety (90) days post-Closing Date; If the Cash Payment exceeds One Hundred Ten Percent (110%) multiplied by the Book Equity Value, the Seller shall make a cash payment to the Purchaser equal to the difference between the Cash Payment and One Hundred Ten Percent (110%) multiplied by the Book Equity Value. (a) As soon as reasonably practical following Each Earn out Payment will be in an amount equal to twenty percent (but not more than 60 days after20%) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except Company’s Pre-Tax Income for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)Earn Out Year preceding each Earn Out Payment. (b) The Closing Balance SheetNotwithstanding any provision herein to the contrary, including the Closing Date Working Capital, shall become final and binding upon Earn Out will be reduced by the parties unless within 60 days following sum of (A) ten percent (10%) of the Company’s Book Equity Value (B) reduced or increased by the surplus or deficiency in the Company’s Warranty Reserve (C) any Pre-Tax Income Distributions to Seller made after the Closing Date; and, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including (z) any balance due Purchaser resulting from deficiency in funds in the Closing Date Working Capital, Charleston Operating Charge Escrow as described in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyersection 2.03 above. (c) Within 10 days following Notwithstanding any terms herein to the final determination contrary Purchaser will deduct amounts due for the Earn Out Deductions from each Earn Out Payment until the Earn Out Deductions are paid in full. Upon payment in full of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to Earn Out Deductions remaining Earn Out Payments will be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; andSeller as provided herein. (d) As used hereinPurchaser will ensure that all financial statements prepared by or for the Company post-Closing will be in conformity to GAAP. (e) Purchaser will not permit and Company, the term “Working Capital” means the calculationpost-Closing, using the same methodology set forth will not make any distributions, transfers, payment, or loans to Purchaser or any subsidiary or affiliate of Purchaser or Company which may or would prevent Company from making any Earn Out Payment on the Reference Balance Sheetdate it is due. (f) Purchaser will provide Seller with the Company’s annual financial statements beginning with the period ending December 31, 2020 and continuing through December 31, 2024. (g) Purchaser’s failure to pay any Earn Out Payment when due is a default under this Agreement entitling the Seller to seek any available remedies at law or equity, together with the recovery of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheetall costs and fees, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableincluding attorney’s fees.

Post-Closing Adjustment to Purchase Price. Within thirty (a30) As soon as reasonably practical following (but not more than 60 days after) after the Closing Date, Seller and Buyer shall jointly prepare deliver to Purchaser an unaudited consolidated balance sheet Balance Sheet Report and an income statement of the ACBR Entities Business, prepared as of the Closing Effective Date (the “"Post-Closing Balance Sheet”Financial Statements"). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustmentswhich shall be true, will be complete and correct in all respects and prepared in accordance with GAAP the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, Xx. Xxxxxxxx and Xx. Xxxxxx. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a basis consistent Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, Statements shall become final and binding upon the parties unless within 60 days Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the Closing Datedelivery of a Notice of Disagreement, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer Parties shall negotiate seek in good faith to resolve in writing any differences for an additional 30 dayswhich they may have with respect to any matter specified in the Notice of Disagreement. If by If, at the end of the additional 30 such 10-day period (or such differences longer period of time as the Parties may agree upon in writing), the Parties have not been resolvedreached agreement on such matters, they shall be resolved by the Philadelphiamatters which remain in dispute, Pennsylvania office together with copies of an accounting firm mutually acceptable to Seller and Buyerthis Agreement, the Post-Closing Financial Statements, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working CapitalNotice of Disagreement, shall be finalsubmitted, binding within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and not subject to any appealresolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and expenses disbursements of such accounting firm in connection with any such resolution each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be paid borne one-half by Seller Purchaser and one-half by Buyer. (c) Within 10 days following Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Balance Sheet and the Closing Date Working CapitalFinancial Statements, a final adjustment to is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price (shall be decreased by the “Final amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then effected by Seller shall promptly pay, or cause immediately refunding to be paid to BuyerPurchaser, in cashcash or by certified or cashier's check or other immediately available funds, an amount equal to the amount of such difference; and (ii) if decrease. Any increase in the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer Purchase Price shall promptly pay, or cause to be paid effected by Purchaser immediately delivering to Seller, in cashcash or by certified or cashier's check or other immediately available funds, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableincrease.

Post-Closing Adjustment to Purchase Price. Section 2.05 of the Agreement is hereby amended and restated in its entirety to read as follows: “The Company will calculate the Book Equity Value of the Company within ninety (90) days following the Closing Date. At that time the following adjustment to the Purchase Price will be made (the “Post Closing Adjustment Payment”) as follows: If the Cash Payment is less than One Hundred Ten Percent (110%) multiplied by the Book Equity Value, the Purchaser shall make a cash payment to the Seller equal to the difference between One Hundred Ten Percent (110%) multiplied by the Book Equity Value and the Cash Payment no later than ninety (90) days post-Closing Date; If the Cash Payment exceeds One Hundred Ten Percent (110%) multiplied by the Book Equity Value, the Seller shall make a cash payment to the Purchaser equal to the difference between the Cash Payment and One Hundred Ten Percent (110%) multiplied by the Book Equity Value. (a) As soon as reasonably practical following Each Earn Out Payment will be in an amount up to twenty percent (but not more than 60 days after20%) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except Company’s Pre-Tax Income for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)Earn Out Year preceding each Earn Out Payment. (b) The Closing Balance SheetNotwithstanding any provision herein to the contrary, including the Closing Date Working CapitalEarn Out will be reduced by the sum of (A) reduced or increased by the surplus or deficiency in the Company’s Warranty Reserve, shall become final and binding upon the parties unless within 60 days following plus (B) any Pre-Tax Income Distributions to Seller made after the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including plus (C) any balance due Purchaser resulting from deficiency in funds in the Closing Date Working Capital, Charleston Operating Charge Escrow as described in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyersection 2.03 above. (c) Within 10 days following Notwithstanding any terms herein to the final determination contrary Purchaser will deduct amounts due for the Earn Out Deductions from each Earn Out Payment until the Earn Out Deductions are paid in full. Upon payment in full of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to Earn Out Deductions remaining Earn Out Payments will be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; andSeller as provided herein. (d) As used hereinPurchaser will ensure that all financial statements prepared by or for the Company post-Closing will be in conformity to GAAP. (e) Purchaser will provide Seller with the Company’s annual financial statements beginning with the period ending December 31, 2020 and continuing through December 31, 2024. (f) Purchaser’s failure to pay any Earn Out Payment when due is a default under this Agreement entitling the term “Working Capital” means Seller to seek any available remedies at law or equity, together with the calculationrecovery of all costs and fees, using including attorney’s fees. The provisions of this Section 2.05 shall survive the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableClosing.

Post-Closing Adjustment to Purchase Price. (ai) As soon promptly as reasonably practical following practicable, but in no event later than ninety (but not more than 60 days after90) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Buyer shall in good faith (A) prepare and deliver to the Seller Representative a statement (the “Closing Date Schedule”) setting forth in reasonable detail (x) Buyer’s calculation of Company Debt, Closing Cash, Seller Transaction Expenses and Buyer have been unable Working Capital (the “Closing Working Capital”) prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to agree such conflict or inconsistency, (y) Buyer’s proposed Working Capital Deficiency (if any) or proposed Working Capital Surplus (if any), and (z) Buyer’s calculation of the Adjusted Purchase Price based on a final Closing Balance Sheetthe foregoing, including and (B) deliver to the Seller Representative the Closing Date Schedule, together with written confirmation by Buyer that the Closing Date Schedule was prepared in good faith in accordance with this Agreement, the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistency. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or Liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or its Affiliates or any other transaction entered into by Buyer or its Affiliates in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, in which case Closing Cash, Company Debt and Seller Transaction Expenses or otherwise contemplated hereby), and Buyer shall negotiate in good faith to resolve (ii) any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolvedplans, they shall be resolved by the Philadelphiatransactions, Pennsylvania office of an accounting firm mutually acceptable or changes which Buyer intends to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, initiate or make or cause to be paid initiated or made after the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or Liabilities. Following Buyer’s delivery of the Closing Date Schedule pursuant to this Section 2.2(d)(i), Buyer shall provide the Seller Representative and its Representatives timely reasonable access, during normal business hours, in cashsuch a manner as to not unreasonably interfere with the normal operation of Buyer and its subsidiaries (including the Company), an amount equal to the amount records, properties, management personnel involved in the preparation of such difference; the Closing Date Schedule and (subject to the execution of customary work paper access letters if requested) auditors of the Company to the extent reasonably relating to the preparation of and reasonably necessary for the Seller Representative’s review of the Closing Date Schedule and shall cause the management personnel of the Company involved in the preparation of the Closing Date Schedule to reasonably cooperate with the Seller Representative in connection with its review of the Closing Date Schedule. (ii) if The Seller Representative may dispute any amounts reflected on the Closing Date Working Capital is greater than Schedule by notifying Buyer in writing of each disputed item, specifying the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, amount thereof in cash, an amount equal dispute and setting forth the basis for such dispute and providing reasonable supporting documentation (to the amount extent reasonably available to the Seller Representative) and calculations for such dispute, within sixty (60) days of Buyer’s delivery to the Seller Representative of the Closing Date Schedule. If the Seller Representative delivers a notice of disagreement within such difference; and sixty (d60) As used hereinday period, the term “Working Capital” means Seller Representative and Buyer shall, during the calculationsixty (60) days following such delivery (or such longer period as they may mutually agree), using each use reasonable best efforts to reach agreement on the same methodology disputed items or amounts in order to finally determine the amounts set forth on the Reference Balance SheetClosing Date Schedule. If the Seller Representative and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule during such sixty (60) day (or such mutually agreed longer) period, of they shall promptly thereafter submit the current assets of dispute to the ACBR Entities Accounting Arbitrator for resolution pursuant to Section 2.2(e). (other than Excluded Assetsiii) minus the current liabilities of the ACBR Entities as The amounts set forth on the Reference Closing Date Balance Sheet, Schedule shall be deemed conclusively determined for purposes of this Agreement upon the Preliminary Closing Balance Sheet and earliest to occur of (A) the failure of the Seller Representative to notify Buyer of a dispute within sixty (60) days of Buyer’s delivery of the Closing Date Balance SheetSchedule as set forth in Section 2.2(d)(ii), as applicable(B) the mutual written resolution of all disputes pursuant to Section 2.2(d)(ii) by Buyer and the Seller Representative, and (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.2(e).

Post-Closing Adjustment to Purchase Price. (ai) As soon promptly as reasonably practical following (practicable, but not more in no event later than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 90 days following the Closing Date, Buyer shall (A) prepare and deliver to Parent a statement (the “Closing Date Schedule”), setting forth in reasonable detail (x) Buyer’s calculation of, in each case as of the Adjustment Time, Closing Indebtedness, Closing Cash, Seller Transaction Expenses, and Buyer have been unable Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule and GAAP, provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail), and (y) Buyer’s proposed calculation of the Final Adjusted Purchase Price, and (B) deliver to agree on a final Closing Balance Sheet, including Parent the Closing Date Schedule, together with a certificate of Buyer executed on its behalf by an officer of Buyer confirming that the Closing Date Schedule was properly prepared in good faith and in accordance with the Working Capital Schedule and GAAP; provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail. The Closing Date Schedule will (x) entirely disregard any and all purchase accounting effects on the assets or liabilities of the Acquired Company Members as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, in which case Closing Cash, Closing Indebtedness and Seller and Buyer shall negotiate in good faith to resolve Transaction Expenses), (y) entirely disregard any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolvedplans, they shall be resolved by the Philadelphiatransactions, Pennsylvania office of an accounting firm mutually acceptable or changes that Buyer intends to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, initiate or make or cause to be paid initiated or made after the Closing with respect to Buyerany Acquired Company Member or their business or assets, in cashor any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities, an amount equal and (z) be based on facts and circumstances as they exist prior to the amount Closing and shall entirely disregard any change in Legal Requirements or GAAP or any other act, decision or event occurring on or after the Closing. Following the Closing, Buyer shall, and shall cause each Acquired Company Member to, provide Parent and its Representatives timely reasonable access to the records, work papers, supporting documentation, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Acquired Company Members relating to the preparation of the Closing Date Schedule and shall cause the personnel of the Acquired Company Members to reasonably cooperate with Parent in connection with its review of the Closing Date Schedule. In the event that Buyer and the Acquired Company Members fail to provide such difference; access as reasonably determined by Parent, the time periods in respect of Parent’s obligations set forth in Section 2.2(f)(ii) shall be extended by the length of time it takes Buyer and the Acquired Company Members to provide such reasonable access. (ii) if Parent may dispute any amounts reflected on the Closing Date Working Capital is greater than Schedule by notifying Buyer in writing of each disputed item, specifying the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Selleramount thereof in dispute and setting forth, in cash, an amount equal to the amount of such difference; and (d) As used hereinreasonable detail, the term “Working Capital” means basis for such dispute, within 45 days of Buyer’s delivery to Parent of the calculationClosing Date Schedule. If Parent delivers a notice of disagreement within such 45-day period, using Parent and Buyer shall, during the same methodology 30 days following such delivery (or such longer period as they may mutually agree), each use reasonable best efforts to reach agreement on the disputed items or amounts in order to finally determine the amounts set forth on the Reference Balance SheetClosing Date Schedule. If Parent and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule during such 30-day period, of they shall promptly thereafter submit the current assets of dispute to the ACBR Entities Accounting Arbitrator for resolution pursuant to Section 2.2(g). (other than Excluded Assetsiii) minus the current liabilities of the ACBR Entities as The amounts set forth on the Reference Closing Date Balance Sheet, Schedule shall be deemed conclusively determined for purposes of this Agreement upon the Preliminary Closing Balance Sheet and earlier to occur of (A) the failure of Parent to notify Buyer of a dispute within 45 days of Buyer’s delivery of the Closing Date Balance SheetSchedule as set forth in Section 2.2(f)(ii) above, as applicable(B) the mutual written resolution of all disputes pursuant to Section 2.2(f)(ii) by Buyer and Parent, and (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.2(g).

Post-Closing Adjustment to Purchase Price. The Closing Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical No later than the end of the 90-day period beginning on the first day following (but not more than 60 days after) the Closing Date, Seller Purchaser shall prepare and Buyer shall jointly prepare an unaudited consolidated balance sheet deliver to the Sellers’ Representative: (i) the Proposed Closing Balance Sheet; (ii) a statement setting forth a reasonably detailed calculation by Purchaser of the ACBR Entities Cliffstar Companies’ Net Working Capital (the “Proposed Net Working Capital”), as of the close of business (New York time) on the Closing Date (the “Closing Balance SheetNet Working Capital Calculation”). The ) prepared based on the Proposed Closing Balance Sheet will reflect in accordance with this Agreement and the Adjustments Financial Statement Principles; and, except for (iii) a certificate of an executive officer of Purchaser certifying that the Adjustments, will be Proposed Closing Balance Sheet and the Net Working Capital Calculation have been prepared in accordance with GAAP this Agreement and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)Statement Principles. (b) Any actions taken by Purchaser at or after the Closing (including the Financing) shall not be taken into account for the purpose of preparing the Proposed Closing Balance Sheet and the Net Working Capital Calculation. (c) The Proposed Closing Balance Sheet and the Net Working Capital Calculation shall be deemed to be final, binding and conclusive on the parties (at which time the Proposed Closing Balance Sheet shall be deemed to constitute the “Closing Balance Sheet” and the Proposed Net Working Capital shall be deemed to constitute the “Closing Net Working Capital”) upon the earlier of: (i) in the event that the Sellers’ Representative does not deliver a Dispute Notice to Purchaser prior to the end of the 60-day period beginning on the first day following the date on which the Proposed Closing Balance Sheet and Net Working Capital Calculation is delivered by Purchaser to the Sellers’ Representative (such period being hereinafter the “Objection Period”), including the first day following the expiration of such Objection Period; and (ii) in the event that the Sellers’ Representative delivers a Dispute Notice to Purchaser within the Objection Period, the date on which all disputes between Purchaser and the Sellers’ Representative concerning the Proposed Closing Balance Sheet and the Net Working Capital Calculation as of the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable resolved in writing, whether by agreement of Purchaser and the Sellers’ Representative or by the Independent Accounting Firm as provided for by Section 2.07(d) hereof. (d) During the Objection Period, Purchaser shall provide the Sellers’ Representative with access (subject to agree on a final Section 5.03(c)) to all of the documents, work papers, schedules, memoranda, books and records used by or prepared by Purchaser or its Representatives in preparing the Proposed Closing Balance SheetSheet and the Net Working Capital Calculation and to finance personnel of Purchaser and any other information which the Sellers’ Representative may reasonably request and Purchaser shall, including and shall cause its Representatives to, cooperate reasonably with the Sellers’ Representative in connection therewith in all cases in a manner that does not unreasonably disrupt the operation of the Business. The Sellers’ Representative and the Cliffstar Companies shall have the right to dispute the amounts reflected on the Proposed Closing Date Balance Sheet or the Net Working CapitalCapital Calculation, in which case Seller by delivering written notice (a “Dispute Notice”) to Purchaser prior to the expiration of the Objection Period. In the event of such a dispute, Purchaser and Buyer the Sellers’ Representative shall negotiate attempt in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyerreconcile their dispute, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, any resolution by them as to any disputed items shall be final, binding and not subject conclusive on Purchaser and the Cliffstar Companies. If Purchaser and the Sellers’ Representative are unable to any appeal. The fees and expenses reach a resolution of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 their differences within 30 days following the final determination date the Sellers’ Representative delivers the Dispute Notice to Purchaser, then Purchaser and the Sellers’ Representative shall submit, as soon as practicable, any remaining disputed items to any independent accounting firm of national reputation mutually acceptable to Purchaser and the Sellers’ Representative (the “Independent Accounting Firm”). The Independent Accounting Firm shall consider only those items and amounts as to which Purchaser and the Cliffstar Companies have disagreed within the time periods and on the terms specified above. The Independent Accounting Firm may rely only upon information submitted to it by Purchaser and the Sellers’ Representative. The Independent Accounting Firm shall be instructed to use commercially reasonable efforts to deliver to Purchaser and the Sellers’ Representative a written decision setting forth the resolution of each disputed matter within 30 days of submission of the Proposed Closing Balance Sheet and Net Working Capital Calculation to it and, in any case, as promptly as practicable after such submission. The decision by the Independent Accounting Firm of such disputed matters shall be conclusive and binding upon Purchaser, the Sellers’ Representative and the Cliffstar Companies and may be entered and enforced in any court having jurisdiction. Purchaser, the Sellers’ Representative and the Cliffstar Companies agree that the procedures set forth in this Section 2.07 for resolving disputes with respect to the Proposed Closing Balance Sheet and the Net Working Capital Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit any party from instituting litigation to enforce any decision pursuant to the terms hereof by the Independent Accounting Firm in any court of competent jurisdiction. Any fees and disbursements of the Independent Accounting Firm shall be divided equally and paid by Purchaser on the one hand and the Cliffstar Companies on the other hand. (e) (i) In the event that the Closing Date Net Working Capital, a final as finally determined pursuant to this Section 2.07, is greater than the Reference Net Working Capital minus $1,300,001.00, but less than the Reference Net Working Capital plus $1,300,001.00, no adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than Purchase Price paid by Purchaser pursuant to this Section 2.07(e); provided that, in such event, (1) to the extent that the Purchase Price was reduced by the Estimated Working CapitalShortfall pursuant to Section 2.06(b) above, then Buyer Purchaser shall promptly pay, or cause pay to be paid to Seller, in cash, the Cliffstar Companies an amount in cash equal to the amount of such difference; and Estimated Shortfall and (d2) As used hereinto the extent that the Purchase Price was increased by the Estimated Excess pursuant to Section 2.06(b) above, the term “Working Capital” means Cliffstar Companies shall pay to Purchaser an amount in cash equal to the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableEstimated Excess.

Post-Closing Adjustment to Purchase Price. (a) As soon promptly as reasonably practical practicable following (but not more than 60 days after) the Closing Date, Seller and the Buyer shall jointly prepare an unaudited consolidated a balance sheet of the ACBR Entities Company as of the Closing Date (the “"Closing Date Balance Sheet”"). The Closing Date Balance Sheet will reflect the Adjustments and, except for the Adjustments, will shall be prepared in accordance with GAAP and on a basis generally accepted accounting principles consistent with the Financial Information past practices of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)Company. (b) The Seller shall have the right to review fully all work papers and audit procedures relating to preparation of the Closing Date Balance Sheet in order to confirm that it has been prepared in accordance with Section 1.5 (a) hereof. The Seller shall complete its review of such Statement hereunder within thirty (30) days after such Balance Sheet, including and related documentation, have been made available for its review. If the Closing Date Working Capital, shall become final and binding upon Seller believes that any adjustment should be made to such Balance Sheet in order for said amounts to be determined in accordance with the parties unless within 60 days following the Closing Daterequirements of this Section, Seller and shall give the Buyer have been unable written notice of such adjustments. If Buyer agrees with the adjustments proposed by the Seller, the adjustment shall be made to agree on a final Closing Balance Sheetsuch Statement. If there are proposed adjustments which are disputed by the Buyer, including then the Closing Date Working Capital, in which case Seller and the Buyer shall negotiate in good faith to resolve all disputed adjustments. If, after a period of thirty (30) days following the date on which the Seller gives the Buyer written notice of any differences for an additional 30 daysproposed adjustments, any such adjustments still remain disputed, the Atlanta office of KPMG Peat Marwick shall be engaged to resolve any remaining disputed adjustments in accordance with this Agreement and the decision of such firm shall be final and binding on the parties hereto. If by Payment required hereunder shall be tendered within three (3) business days after the end earlier of the additional 30 day period agreement of the parties on the amount thereof or a written notice of any resolution of such differences have not amount has been resolved, they shall be resolved given by KPMG Peat Marwick to the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appealparties hereunder. The All fees and expenses of such accounting firm KPMG Peat Marwick incurred in connection with any such resolution shall be paid one-half prorated between the parties as follows so that the prevailing party bears a lesser amount of such fees and expenses: The difference between the amount of adjustments sought by the parties shall be calculated (the "Disputed Amount"). Each party shall pay that portion of KPMG Peat Marwick's expenses equal to the percentage that the difference between the amount of adjustment sought by that party and the amount ultimately determined by KPMG Peat Marwick bears to the Disputed Amount. Except as set forth in the preceding sentence, Buyer and Seller shall each pay its own costs incurred in connection with this Section 1.5 (b), including legal and one-half by Buyeraccounting fees. (c) Within 10 days following In the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to event that the amount of such difference; and (ii) if calculated by subtracting the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of current liabilities from the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance SheetSheet (the "Adjusted Net Worth") is greater than $906,000, as applicableBuyer shall pay Seller the difference between the Adjusted Net Worth and $906,000. If the Adjusted Net Worth is less than $906,000, Seller shall pay to Buyer the difference between $906,000 and the Adjusted Net Worth.

Post-Closing Adjustment to Purchase Price. Within forty-five (a45) As soon as reasonably practical following (but not more than 60 days after) after the Closing Date, Seller Synergistic Enterprises and Buyer Synergistic Partners shall jointly prepare deliver to INVATEC an unaudited consolidated balance sheet and income statement of the ACBR Entities Acquired Business, prepared as of the Closing Date (the “"Post-Closing Balance Sheet”Financial Statements"). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustmentswhich shall be true, will be complete and correct in all respects and prepared in accordance with GAAP generally accepted accounting principles, consistently applied, and certified as true, complete and correct by Synergistic Enterprises and Synergistic Partners. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by INVATEC unless INVATEC furnishes written notice of INVATEC's disagreement ("Notice of Disagreement") to Synergistic Enterprises prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a basis consistent Notice of Disagreement is sent by INVATEC to Synergistic Enterprises in accordance with this Paragraph 5, then the Post-Closing Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, Statements shall become final and binding upon the parties unless within 60 days Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 10-day period following the Closing Datedelivery of a Notice of Disagreement, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer Parties shall negotiate seek in good faith to resolve in writing any differences for an additional 30 dayswhich they may have with respect to any matter specified in the Notice of Disagreement. If by If, at the end of the additional 30 such 10-day period (or such differences longer period of time as the Parties may agree upon in writing), the Parties have not been resolvedreached agreement on such matters, they shall be resolved by the Philadelphiamatters which remain in dispute, Pennsylvania office together with copies of an accounting firm mutually acceptable to Seller and Buyerthis Agreement, the Post-Closing Financial Statements, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working CapitalNotice of Disagreement, shall be finalsubmitted, binding within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to the Accounting Firm for review and not subject resolution. All proceedings conducted by the Accounting Firm shall be conducted at the offices of the Accounting Firm in Pittsburgh, Pennsylvania. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any appealproceeding (including the fees of the Accounting Firm but excluding the fees and disbursements of each Party's independent auditors and counsel) pursuant to this Paragraph 5 shall be borne one-half by INVATEC and one-half, jointly and severally, by Synergistic Enterprises and Synergistic Partners. The fees and expenses disbursements of such accounting firm Stockholders' and Synergistic Partners' independent auditors and counsel incurred in connection with any such resolution this Paragraph 5 shall be paid one-half borne by Seller Stockholders and one-half Synergistic Partners, and the fees and disbursements of INVATEC's independent auditors and counsel incurred in connection with this Paragraph 5 shall be borne by Buyer. (c) Within 10 days following the INVATEC. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements." Synergistic Enterprises and Synergistic Partners hereby agree, jointly and severally, to pay to INVATEC within five business days of delivery of the Final Post-Closing Balance Sheet Financial Statements to INVATEC and the Closing Date Working Capitalto Stockholders, a final adjustment an aggregate amount equal to the Purchase Price amount, if any, by which Two Million Four Hundred Sixty-Nine Thousand Two Hundred Ninety-One Dollars ($2,469,291) exceeds the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than of the Estimated Working CapitalCompany, then Seller shall promptly payas set forth in the Final Post-Closing Financial Statements. Conversely, or cause INVATEC hereby agrees to be paid pay to Buyereach Stockholder, in cashwithin five business days of delivery of the Final Post-Closing Financial Statements to INVATEC and to Stockholders, an amount equal to his or its Pro Rata Share of the amount of such difference; and (ii) amount, if any, by which the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities Company exceeds Two Million Four Hundred Sixty-Nine Thousand Two Hundred Ninety-One Dollars (other than Excluded Assets) minus the current liabilities of the ACBR Entities $2,469,291), as set forth on in the Reference Date Balance SheetFinal Post-Closing Financial Statements. Determinations hereunder shall be consistent with the methodology reflected in Schedules I, the Preliminary Closing Balance Sheet II, III and the Closing Date Balance Sheet, as applicableIV.

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical The Purchaser shall prepare and deliver to Seller, simultaneously and no later than the end of the sixty (60) day period beginning on the first day following (but not more than 60 days after) the Closing Date, Seller a Proposed USP Closing Balance Sheet and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “a Proposed Renown Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Proposed USP Closing Balance Sheet, including Sheet and the Closing Date USP Net Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they Capital as stated therein shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable deemed to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution conclusive on the parties (at which time the Proposed USP Closing Balance Sheet shall be paid one-half by deemed to constitute the Closing USP Balance Sheet and the USP Net Working Capital shall be deemed to be the Closing USP Net Working Capital upon the earliest of: (i) the date on which Seller and one-half by Buyer. delivers an Acceptance Notice to the Purchaser; (cii) Within 10 days in the event that Seller does not deliver an Acceptance Notice or a Dispute Notice to the Purchaser before the end of the sixty (60) day period beginning on the first day following the final determination of date on which the Proposed USP Closing Balance Sheet and the Proposed Renown Closing Date Working CapitalBalance Sheet are delivered by the Purchaser to Seller (such period being hereinafter the “Objection Period”), the first day following the expiration of such Objection Period; and (iii) in the event that Seller delivers a final adjustment Dispute Notice to the Purchase Price (Purchaser within the “Final Purchase Price Adjustment”) shall be made Objection Period, the date on which all disputes between Seller and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to Purchaser concerning the amount of such difference; and (ii) if the Closing Date USP Net Working Capital is greater than and the Estimated Renown Net Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, Capital as of the current assets Effective Time have been resolved in writing, whether by agreement of the ACBR Entities (other than Excluded AssetsPurchaser and Seller or by the Independent Accounting Firm as provided for by Section 2.08(d) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicablehereof.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 days after) the Closing Date, Seller the Company (in consultation with the Chief Financial Officer of K-Tron and Buyer also with the Sellers' Representative (as defined in Section 11.1 hereof)) shall jointly prepare and deliver to the Sellers and K-Tron an unaudited audited consolidated balance sheet of the ACBR Entities Company and its Subsidiary as of the close of business on the last business day immediately preceding the Closing Date (the “"Closing Balance Sheet”"), together with the report thereon of KMPG LLP. The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will shall be prepared in accordance with GAAP this Agreement and on a basis generally accepted accounting principles consistent with past practice in the Financial Information Company's preparation of its fiscal year 2001 audited balance sheet (the ACBR Entities"2001 Balance Sheet"), except to the extent that there is any new generally accepted accounting principle(s) that must be adopted. The Further, the Closing Balance Sheet will shall not take into account any of the transactions contemplated by this Agreement, or any fees, expenses and costs of the Sellers (unless paid for by the Company or its Subsidiary prior to the Closing despite the provisions of Section 11.2(a) hereof, in which case their payment would be taken into account on the Closing Balance Sheet) in connection with the consideration, preparation, negotiation and completion thereof, other than as set forth in Section 11.2(a) hereof. All expenses incurred in connection with the actual amount of Working Capital of the ACBR Entities as preparation of the Closing Date (Balance Sheet shall be the “Closing Date Working Capital”)responsibility of the Company. (b) The Closing Balance Sheet, including the Closing Date Working Capital, Sheet shall become final and binding upon the parties unless within 60 30 days following its submittal to the Sellers and K-Tron, either all of the Sellers as a group notify K-Tron of their objection thereto, or K-Tron notifies the Sellers of its objection thereto, which objection may only be that the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer Sheet was not properly prepared under Section 3(a) hereof. Such 30-day period shall negotiate in good faith to resolve any differences be extended for an additional 30 daysdays at the request of either all of the Sellers as a group, or K-Tron, should either the Sellers or K-Tron reasonably require additional time to complete their review of the Closing Balance Sheet. During such 30-day review period (or 60-day review period, if so extended), the Company shall make reasonably available to the Sellers, K-Tron and their respective representatives, and shall use reasonable efforts to cause its representatives to make reasonably available to the Sellers, K-Tron and their respective representatives, on a timely basis, all books, records and appropriate personnel to provide the Sellers, K-Tron and their respective representatives with such information regarding the Closing Balance Sheet as the Sellers, K-Tron and their respective representatives may reasonably request. If within 30 days following the receipt by the end other party of any notice of objection by K-Tron or the additional 30 day period Sellers, any of such differences have not been resolved, they shall be resolved by the Ernst & Young LLP, Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and BuyerPennsylvania, and such firm’s opinion whose decision thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm Ernst & Young LLP in connection with any such resolution shall be allocated between (and paid oneby) K-half Tron and the Sellers in the same proportion that the aggregate amount of the disputed items so submitted to Ernst & Young LLP that is unsuccessfully disputed by Seller and one-half each such party (as finally determined by BuyerErnst & Young LLP) bears to the total amount of such disputed items so submitted. (c) Within 10 ten days following the final determination of the Closing Balance Sheet and the Closing Date Working Capitalin accordance with Section 3(b) hereof, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: either (i) if the consolidated stockholders' equity on the Closing Date Working Capital Balance Sheet is less than the Estimated Working Capital$9 million, then Seller the Sellers shall promptly paypay to the Buyer (or to the Company as its successor by merger), or cause to be paid to Buyeras a decrease in the purchase price for the Shares, in cash, an amount equal to the amount of such differenceshortfall (together with simple interest thereon, from the Closing Date to the date of payment, at the rate of 6% per annum); and or (ii) if the consolidated stockholders' equity on the Closing Date Working Capital Balance Sheet is greater than the Estimated Working Capital$9 million, then the Buyer (or the Company as its successor by merger) shall promptly paypay to the Sellers, or cause to be paid to Selleras an increase in the purchase price for the Shares, in cash, an amount equal to the amount of such difference; andexcess (together with simple interest thereon, from the Closing Date to the date of payment, at the rate of 6% per annum). In the case of any payment to or by the Sellers under this Section 3(c), each Seller shall be paid or pay that part of the total payment due equal to such total payment multiplied by the percentage set forth after such Seller's name in column A of Exhibit A hereto, all of which percentages have been provided to the Buyer by the Sellers, were determined by the Sellers alone, and have been agreed among the Sellers acting alone. The Buyer shall have no responsibility whatsoever with respect to the determination of the percentages set forth in column A of Exhibit A hereto. (d) As used hereinNothing in this Section 3 shall preclude any party from exercising, or shall adversely affect or otherwise limit in any respect the term “Working Capital” means exercise of, any right or remedy available to it hereunder or otherwise for any misrepresentation or breach of warranty hereunder, but (i) neither the calculation, using Buyer nor any Seller shall have any right to dispute the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and or any portion thereof once the Closing Date Balance Sheet has been finally determined in accordance with Section 3(b) hereof and (ii) the Buyer shall not have the right to be indemnified hereunder for any breach of any representations or warranties contained in this Agreement regarding the value of the accounts receivable, inventory or other items classified as current assets on the Closing Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not Not more than 60 one hundred twenty (120) days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date and deliver to Seller a statement (the “Closing Balance SheetStatement”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared ) setting forth in accordance with GAAP and on a basis consistent with the Financial Information reasonable detail Buyer’s calculation of the ACBR Entities. The Closing Balance Sheet will set forth (i) the actual amount of Working Capital of the ACBR Entities as Closing Indebtedness (the “Proposed Closing Indebtedness”), (ii) the actual amount of the Closing Date Seller Transaction Expenses (the “Proposed Closing Date Working CapitalSeller Transaction Expenses”), and (iii) the Cash Proceeds calculated using the Proposed Closing Indebtedness and the Proposed Closing Seller Transaction Expenses. The Closing Statement shall become Final and Binding on the Parties on the Final Resolution Date. (b) The Closing Balance Sheet, including During the fifteen (15) days after delivery of the Closing Date Working CapitalStatement, shall become final Buyer will provide Seller and binding its accountants reasonable access, during normal business hours and upon reasonable notice, to review the parties unless within 60 days following financial books and records of Buyer to the extent related to the Closing DateStatement, solely to allow Seller and Buyer have been unable to agree determine the accuracy of Buyer’s calculation of the items set forth on a final Closing Balance Sheet, including the Closing Date Working CapitalStatement. Any information shared with Seller or its accountants will be subject to Section 6.12, in which case Seller and Buyer shall negotiate not have any obligation to provide information or access to information, materials or Persons if doing so could reasonably be expected to result in good faith the waiver of any attorney-client privilege or the disclosure of any Trade Secrets or violate any Law or the terms of any applicable Contract to resolve which Buyer or any differences for an additional 30 daysof its Affiliates is a party. If by Seller disagrees with any of Buyer’s calculations set forth in the end Closing Statement, Seller may, within thirty (30) days after delivery of the additional 30 day period Closing Statement, deliver a written notice of its disagreement (a “Post-Closing Notice of Disagreement”) to Buyer disagreeing with such differences have calculations; provided, however, that such Post-Closing Notice of Disagreement shall include only objections based on whether (A) the amounts set forth on the Closing Statement were prepared in a manner consistent with the provisions of this Agreement, or (B) there were mathematical errors in the computation of any amount set forth on the Closing Statement. Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Seller disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Seller’s calculation, based on such objections, of the Closing Indebtedness or the Closing Seller Transaction Expenses, as applicable, and the Cash Proceeds resulting therefrom. To the extent not been resolvedset forth in such Post-Closing Notice of Disagreement, they Seller shall be resolved by the Philadelphia, Pennsylvania office deemed to have agreed with Buyer’s calculation of an accounting firm mutually acceptable to Seller all items and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including amounts contained in the Closing Date Working CapitalStatement. If Buyer does not receive a Post-Closing Notice of Disagreement from Seller within such thirty (30) day period, then the amounts set forth in the Closing Statement shall be final, binding become Final and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by BuyerBinding on the Parties. (c) Within 10 If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the thirtieth (30th) day following Buyer’s delivery of the Closing Statement, then Buyer and Seller shall, during the thirty (30) days following Buyer’s receipt of such Post-Closing Notice of Disagreement, seek to resolve any differences that they may have with respect to the final matters specified in such Post-Closing Notice of Disagreement; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Buyer and Seller. If Buyer and Seller are not able to resolve their differences during such thirty (30) day period, then at the end of such period, Buyer and Seller shall promptly mutually engage and submit for Final and Binding resolution any and all matters related to such Post-Closing Notice of Disagreement that remain in dispute to PricewaterhouseCoopers, or if PricewaterhouseCoopers is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). Buyer and Seller shall make readily available to the Accounting Firm all relevant financial books and records, including any accountants’ work papers (subject to the execution of any access letters that such accountants may require in connection with the review of such work papers) relating to the Closing Statement or the Post-Closing Notice of Disagreement. Buyer and Seller shall enter into a customary engagement letter with the Accounting Firm, which engagement letter shall explicitly provide that, in resolving the amounts in dispute, the Accounting Firm shall (i) consider only those items or amounts disputed by Seller in the Post-Closing Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Seller, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Seller, on the one hand, or Buyer, on the other hand; and (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 2.8. The Accounting Firm’s determination will be based solely upon information presented by Buyer and Seller, and not on the basis of independent review. Buyer and Seller shall cause the Accounting Firm to deliver to Buyer and Seller as promptly as practicable (but in any event within thirty (30) days of its retention) a written report setting forth its determination of the Closing Balance Sheet amounts in dispute. Absent manifest error, the written report prepared by the Accounting Firm shall be Final and Binding on Buyer and Seller and judgment upon the Closing Date Working Capitaldetermination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (d) Buyer and Seller shall each be responsible for the fees and expenses of the Accounting Firm pro rata, a final adjustment as between Buyer, on the one hand, and Seller, on the other hand, in proportion to the Purchase Price (relative difference between the “Final Purchase Price Adjustment”) positions taken by Buyer and Seller compared to the determination of the Accounting Firm. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 2.8, including fees and expenses of attorneys and accountants, shall be made borne and paid by the Party incurring such expense. (e) If the Cash Proceeds as follows: (i) if the Closing Date Working Capital finally determined pursuant to this Section 2.8 is less than the Estimated Working CapitalClosing Payment (the absolute value of such difference, the “Closing Payment Shortfall Amount”), then within five (5) Business Days after the Final Resolution Date, Buyer shall be paid an amount equal to the Closing Payment Shortfall Amount at Buyer’s option (in its sole discretion): (i) from the Indemnification Escrow Fund; (ii) by wire transfer of immediately available funds from Seller and the Unitholders (on a joint and several basis); and/or (iii) any combination thereof. (f) If the Cash Proceeds as finally determined pursuant to this Section 2.8 is greater than the Closing Payment (the absolute value of such difference, the “Closing Payment Excess Amount”), then within five (5) Business Days after the Final Resolution Date, Buyer shall promptly pay, or cause to be paid paid, to Buyer, in cash, Seller an amount equal to the amount of such difference; and excess via wire transfer of immediately available funds to an account designated in writing by Seller. (iig) if If the Closing Date Working Capital Cash Proceeds as finally determined pursuant to this Section 2.8 is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; andClosing Payment, there will be no adjustment to the Cash Proceeds pursuant to this Section 2.8. (dh) As used herein, Any payments made pursuant to this Section 2.8 shall be treated as an adjustment to the term “Working Capital” means Purchase Price by the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableParties for Tax purposes unless otherwise required by Law.

Post-Closing Adjustment to Purchase Price. Within ninety (a90) As soon as reasonably practical following (but not more than 60 days after) after the Closing Date, Seller and Buyer Invatec shall jointly prepare deliver to the Stockholders an unaudited consolidated balance sheet of the ACBR Entities Company, prepared as of the Closing Date (the “"Post-Closing Balance Sheet”Financial Statements"). The These Post-Closing Balance Sheet will reflect Financial Statements shall become final and binding on the Adjustments and, except for Parties on the Adjustments, will be prepared 15th day following receipt thereof by the Stockholders unless the Stockholders furnish written notice of their disagreement ("Notice of Disagreement") to Invatec prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by the Stockholders to Invatec in accordance with GAAP and on a basis consistent with this PARAGRAPH 5, then the Post-Closing Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, Statements shall become final and binding upon the parties unless within 60 days Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 10-day period following the Closing Datedelivery of a Notice of Disagreement, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer Parties shall negotiate seek in good faith to resolve in writing any differences for an additional 30 dayswhich they may have with respect to any matter specified in the Notice of Disagreement. If by If, at the end of the additional 30 such 10-day period (or such differences longer period of time as the Parties may agree upon in writing), the Parties have not been resolvedreached agreement on such matters, they shall be resolved by the Philadelphiamatters which remain in dispute, Pennsylvania office together with copies of an accounting firm mutually acceptable to Seller and Buyerthis Agreement, the Post-Closing Financial Statements, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working CapitalNotice of Disagreement, shall be finalsubmitted, binding within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to the Accounting Firm for review and not subject resolution. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Accounting Firm. All proceedings conducted by the Accounting Firm shall be conducted at the offices of the Accounting Firm in Louisville, Kentucky. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any appealproceeding (including the fees of the Accounting Firm but excluding the fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec and one-half, jointly and severally, by the Stockholders. The fees and expenses disbursements of such accounting firm Stockholders' independent auditors and counsel incurred in connection with any such resolution this PARAGRAPH 5 shall be paid one-half borne by Seller Stockholders, and one-half the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Buyer. (c) Within 10 days following the Invatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Balance Sheet Financial Statements." Stockholders hereby agree, jointly and severally, to pay to Invatec within five business days of delivery of the Final Post-Closing Date Working Capital, a final adjustment Financial Statements to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made Invatec and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cashStockholders, an aggregate amount equal to the amount of such difference; amount, if any, by which (a) Two Million One Hundred Three Thousand Seven Hundred Sixty-Five and No/100 Dollars ($2,103,765.00) minus (i) the reimbursement for S Corporation taxes, the Recapture Reimbursement and the reimbursement for professional fees and expenses contemplated herein, and (ii) if $15,200 for equipment acquired and capitalized by the Company between October 31, 1997, and the Closing Date Working Capital is greater than Date, as disclosed on SCHEDULE 2.17(A) of the Estimated Disclosure Statement exceeds (b) the Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on in the Reference Date Balance Sheet, Final Post-Closing Financial Statements. Determinations hereunder shall be consistent with the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicablemethodology reflected in SCHEDULES I AND II.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following The Buyer's Accountants shall audit Schedule 1.4 (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”a). The Buyer's Accountants shall complete the audit of Schedule 1.4(a) within ninety (90) days of their receipt of the Seller's Closing Balance Sheet will Net Asset Schedule. Any proposed adjustments which the Buyer's Accountants find necessary to be made to Schedule 1.4 (a) so as to accurately reflect the Adjustments and, except for net sales during the Adjustments, will be prepared Interim Period calculated in accordance with GAAP, shall be delivered to the Seller by the Buyer ("Net Sales Adjustments"), which delivery shall include a full description of each item relating to such Net Sales Adjustments and shall state the basis under GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)for each such adjustment. (b) The Closing Balance SheetWithin thirty (30) days following the Closing, including the Seller shall provide to the Buyer and the Buyer's Accountants a Net Asset Schedule as of the Closing Date Working Capital, (the "Seller's Closing Net Asset Schedule"). The Seller's Closing Net Asset Schedule shall become final and binding upon be prepared by the parties unless Seller in accordance with GAAP. The Buyer's Accountants shall audit the Seller's Closing Net Asset Schedule. The Buyer's Accountants shall complete the audit of the Seller's Closing Net Asset Schedule within 60 ninety (90) days following of their receipt of the Seller's Closing Net Asset Schedule. Any proposed adjustments which the Buyer's Accountants find necessary to be made to the Seller's Closing Net Asset Schedule so as to accurately reflect the Net Assets as of the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capitalaccordance with GAAP, shall be finaldelivered to the Seller by the Buyer within such ninety (90) day period ("Net Asset Adjustments"), binding which delivery shall include a full description of each item relating to such Net Asset Adjustments and not subject to any appeal. The fees and expenses of shall state the basis under GAAP for each such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyeradjustment. (c) Within 10 The Seller shall, within thirty (30) days from the receipt of the Net Asset Adjustments and the Net Sales Adjustments, notify the Buyer whether or not the Seller disputes the Net Asset Adjustments and/or the Net Sales Adjustments. In said notice the Seller shall notify the Buyer of those proposed adjustments in the Net Asset Adjustments and/or the Net Sales Adjustments which it believes are incorrect and shall state the basis under GAAP for such disagreement. If the Buyer has not received notice of such a dispute within such thirty (30) day period, then the submitted Net Asset Adjustments and Net Sales Adjustments shall be deemed to constitute the final basis for any Purchase Price adjustment as described in Section 1.5(b). If, on the other hand, the Buyer has received notice of such a dispute within such thirty (30) day period, then the Buyer and the Seller shall for thirty (30) days following receipt of such notice of dispute, attempt to reach agreement on the final determination Net Asset Adjustment and/or the Net Sales Adjustment. If no resolution of this dispute is finalized within said thirty (30) day period, the Buyer and the Seller shall mutually agree in writing on an independent accounting firm to review the Net Asset Adjustments and/or the Net Sales Adjustments (and related information) to determine the amount, if any, of such Net Asset Adjustments and/or Net Sales Adjustments determined as set forth above. In the event that the Buyer and the Seller cannot agree in writing on an independent accounting firm, the parties hereto agree that the following accounting firms shall be selected in the following order to fill the role of the Closing Balance Sheet and independent accounting firm under the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as followsterms of this Agreement: The Boston office of (i) if the Closing Date Working Capital is less than the Estimated Working CapitalDeloitte & Touche, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working CapitalErnst & Young, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.iii)

Post-Closing Adjustment to Purchase Price. Within five business days following the earlier of (a) As soon as reasonably practical following (but not more than 60 days afteri) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet fifth business day following completion of Buyer’s audit of the ACBR Entities as financial statements of the Closing Date Business for 2011 and 2012, and (ii) the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days 120th day following the Closing Date, Buyer will cause the Closing Balance Sheet to be prepared and will deliver to Seller and Buyer have been unable to agree on a final its calculation of Seller’s Realizable Net Closing Working Capital (the “RNCWC Adjustment Calculations”). After receipt of the Closing Balance Sheet, including Seller shall have fifteen business days (the “Review Period”) to review the Closing Date Balance Sheet. Within thirty days following Buyer’s delivery of the RNCWC Adjustment Calculations (and based on such calculations), but after the Review Period and any resolutions of disputed amounts, if applicable: (a) if the amount of Realizable Net Working CapitalCapital is greater than $10,000 (“Target RNCWC”), in then Parent will issue to Seller, as an adjustment to the Purchase Price, a number of Parent Shares equal to (A) the amount by Realizable Net Working Capital exceeds Target RNCWC, divided by (B) twenty-five cents ($0.25). If the amount of Realizable Net Working Capital is less than Target RNCWC, then Seller will surrender to Parent, as an adjustment to the Purchase Price, a number of Parent Shares equal to (A) the amount by which case Realizable Net Working Capital is less than Target RNCWC, divided by (B) twenty-five cents ($0.25). In either case, the calculation will be rounded to the nearest whole number of Parent Shares. During the Review Period, Seller and Seller's accountants shall have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Buyer and/or Buyer's accountants to the extent that they relate to the Closing Balance Sheet and to such historical financial information (to the extent in Buyer's possession) relating to the Closing Balance Sheet as Seller may reasonably request. On or prior to the last day of the Review Period, Seller may object to the Closing Balance Sheet by delivering to Buyer a written statement and Buyer and Seller shall negotiate in good faith to resolve any differences for an additional 30 dayssuch objections within 15 business days after the delivery such objection (the “Resolution Period”). If by the end Seller and Buyer fail to reach an agreement with respect to all of the additional 30 day period such differences have matters set forth in the object before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not been resolvedso disputed, they the "Undisputed Amounts") shall be resolved by submitted for resolution to the Philadelphia, Pennsylvania office of an accounting impartial nationally recognized firm mutually acceptable of independent certified public accountants other than Seller's Accountants or Buyer's Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to Seller and Buyerthe Seller’s Realizable Net Closing Working Capital, as the case may be, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, . The parties hereto agree that all adjustments shall be final, binding and not subject made without regard to any appealmateriality. The Seller will be responsible for all fees and expenses of such accounting firm in connection with any such the Independent Accountants; provided that if the Independent Accountants’ resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Disputed Amounts results in an increase in Seller’s Realizable Net Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less of greater than 10% from the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount calculation of such difference; and (ii) if the Seller’s Realizable Net Closing Date Working Capital is greater than based on Buyer’s last proposal regarding the Estimated Working CapitalDispute Amounts, then Buyer shall promptly pay, or cause to will be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, responsible for all fees and expenses of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableIndependent Accountants.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 thirty (30) days after) the Closing Date, Seller and Buyer shall jointly prepare (and shall consult with Seller in preparing) an unaudited consolidated balance sheet of the ACBR Entities Business as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the unaudited Financial Information of the ACBR EntitiesInformation. The Closing Balance Sheet will set forth (i) the actual amount of Working Capital of the ACBR Entities Business as of the Closing Date (the “Closing Date Working Capital”) and (ii) the actual amount of Cash On Hand of the Business as of the Closing Date (the “Closing Date Cash On Hand”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 sixty (60) days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 thirty (30) days. If by the end of the additional 30 thirty (30) day period such differences have not been resolved, they shall be resolved by the PhiladelphiaChicago, Pennsylvania Illinois office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half (½) by Seller and one-half (½) by Buyer. (c) Within 10 ten (10) days following the final determination (such date of final determination, the “Final Determination Date”) of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price Total Consideration (the “Final Purchase Price Adjustment”) shall be made and paid as follows: follows (it being agreed that any amounts payable pursuant to Section 2.4(c)(i) and (ii) may, if applicable, be offset against each other): (i) (x) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; provided, however, that Buyer shall, to the extent that any Escrow Funds remain available, have the right, at its option, first be paid by the Escrow Agent from the Escrow Funds pursuant to Section 2.3(a) hereof and in accordance with the Deposit Escrow Agreement; and (iiy) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (ii) (x) if the Closing Date Cash On Hand is less than the Estimated Cash On Hand, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; provided, however, that Buyer shall, to the extent that any Escrow Funds remain available, have the right, at its option, first be paid by the Escrow Agent from the Escrow Funds pursuant to Section 2.3(a) hereof and in accordance with the Deposit Escrow Agreement; and (y) if the Closing Date Cash On Hand is greater than the Estimated Cash On Hand, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference. (d) As used herein, (i) the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets Purchased Current Assets minus the Assumed Current Liabilities, (ii) the term “Cash On Hand” means all cash, cash equivalents or similar cash items of Seller held at the Property as of the ACBR Entities Closing, including without limitation, cash contained in the xxxx, XXXX (other than Excluded AssetsTicket-In, Ticket-Out) minus exchange devices, slot booths, count rooms and drop boxes at the current liabilities of Property, and (iii) the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableterm “Minimum Cash On Hand” means Two Million United States Dollars ($2,000,000).

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than the longer of (a) As soon 90 days following the Closing Date or (b) ten (10) Business Days following completion and reconciliation of all physical inventories, Buyer shall prepare in good faith and deliver to Spence a statement (the “Closing Date Scxxxxxx”), setting forth in reasonable detail (x) Buyer’s calculation of, in each case as reasonably practical following of the Adjustment Time, Closing Indebtedness, Closing Cash, Seller Transaction Expenses, and Working Capital (but not more than 60 the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule and GAAP, provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail), and (y) Buyer’s proposed calculation of the Final Adjusted Purchase Price. The Closing Date Schedule will (1) entirely disregard any and all purchase accounting effects on the assets or liabilities of the Sellers as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses), (2) entirely disregard any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Business or their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities and (3) be based on facts and circumstances as they exist prior to the Adjustment Time and shall entirely disregard any change in Legal Requirements or GAAP (or interpretation or enforcement thereof) or any other act, decision or event occurring on or after the Closing. Following the Closing, Buyer shall provide Spence and its Representatives timely rexxxxxxle access to the records, work papers and supporting documentation used by Buyer in the preparation of the Closing Date Schedule and shall cause the personnel of the Business to cooperate with the Sellers in connection with its review of the Closing Date Schedule. Within ninety (90) days after) of the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet the parties will conduct a physical review of all inventory of the ACBR Entities Business as of the Closing Date (in all locations at which inventory is located. Any discrepancies between the “Closing Balance Sheet”)physical count and the accounting records will be assumed to have existed at the Adjustment Time unless evidence can be provided that the discrepancy occurred after the Adjustment Time. The Closing Balance Sheet will reflect the Adjustments and, except physical inventory for the AdjustmentsNicholson Steam Trap product line will oxxxx xxxx receipt of such inventory in the Walden Facility. (ii) The Sellerx xxx dispute any amounts reflected on the Closing Date Schedule by notifying Buyer in writing of each disputed item, will be prepared specifying the amount thereof in accordance with GAAP dispute and on a setting forth, in reasonable detail, the basis consistent with the Financial Information for such dispute, within 30 days of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as Buyer’s delivery to Spence of the Closing Date Schedule. If xxx Xxllers deliver a notice of disagreement within such 30 day period, the Sellers and Buyer shall, during the 30 days following such delivery (or such longer period as they may mutually agree), each use reasonable best efforts to reach agreement on the “disputed items or amounts in order to finally determine the amounts set forth on the Closing Date Working Capital”Schedule. If Spence and Buyer are unable to reach agrxxxxxx concerning any items on the Closing Date Schedule during such 30 day period, they shall promptly thereafter submit the dispute to the Accounting Arbitrator for resolution pursuant to Section 2.3(e). (biii) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology amounts set forth on the Reference Balance Sheet, Closing Date Schedule shall be deemed conclusively determined for purposes of this Agreement upon the earlier to occur of (A) the failure of the current assets Sellers to notify Buyer of a dispute within 30 days of Buyer’s delivery of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities Closing Date Schedule as set forth on in Section 2.3(d)(ii) above, (B) the Reference Date Balance Sheetmutual written resolution of all disputes pursuant to Section 2.3(d)(ii) by Buyer and Spence, and (C) the Preliminary Closing Balance Sheet and resolution of all dixxxxxx by the Closing Date Balance Sheet, as applicableAccounting Arbitrator pursuant to Section 2.3(e).

Post-Closing Adjustment to Purchase Price. (ai) As soon as reasonably practical following Preparation of Closing Date Statement of Assets (but not more than A) Within 60 days after) after the Closing Date, the Seller will cause Coopers & Xxxxxxx to perform the Agreed-Upon Procedures and Buyer shall jointly prepare an unaudited consolidated balance sheet assist in the preparation of a Statement of Assets (the "Closing Date Statement of Assets") for the NPB as of the ACBR Entities as Closing. The Closing Date Statement of Assets shall be prepared based upon the Accounting Convention. The Closing Date Statement of Assets will not reflect any Liabilities. In addition, the Seller will permit the Buyer (or its accountants) to participate in the substantially complete physical count of inventory and other tangible personal property and property, plant and equipment. Buyer and Seller will share equally the fees and expenses of Coopers & Xxxxxxx to assist in the preparation of the Closing Date Statement of Assets and the performance of the Agreed-Upon Procedures. (B) If the “Buyer has any objections to the Closing Balance Sheet”Date Statement of Assets, it will deliver a written statement setting forth such objections to the Seller within 45 days after (a) (i)(B). The Closing Balance Sheet Date Statement of Assets shall be deemed final if Buyer fails to object within 45 days after receipt or after any revisions are completed pursuant to this ss. 2.6(a)(i)(B). (C) In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in ss. 2.6(a)(i)(B) above, the Buyer and the Seller will reflect share equally the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP fees and on a basis consistent with the Financial Information expenses of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount accounting firm. (D) As part of Working Capital of the ACBR Entities as Buyer's review of the Closing Date (Statement of Assets or during the “Closing Date Working Capital”). (b) The Closing Balance Sheetresolution of any dispute, including by the nationally-recognized accounting firm appointed to resolve disputes of the Parties pursuant to ss. 2.6(a)(i)(B), Buyer and its accountants and other representatives will be entitled to review the methodology and back-up materials used in preparing the Closing Date Working Capital, shall become final Statement of Assets in the presence of appropriate financial staff of Seller at reasonable times and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyerreasonable notice. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not Not more than 60 one-hundred twenty (120) days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date and deliver to Seller Representative a statement (the “Closing Balance SheetStatement”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared ) setting forth in accordance with GAAP and on a basis consistent with the Financial Information reasonable detail Buyer’s calculation of the ACBR Entities. The Closing Balance Sheet will set forth (i) the actual amount of the Closing Working Capital, calculated using the same accounting principles, methodologies, policies and practices used in the example calculation of Net Working Capital of the ACBR Entities as of the Balance Sheet Date set forth on Schedule 1C; (ii) the actual amount of the Assumed Indebtedness; (iii) the Purchase Price in accordance with Section 2.5 resulting from such actual amount of Closing Date Working Capital and Assumed Indebtedness; and (iv) the “actual amount of the Closing Date Working Capital”)Net Worth. The Closing Statement shall become Final and Binding on the Final Resolution Date. (b) The During the sixty (60) days after delivery of the Closing Balance SheetStatement, Buyer will provide Seller Representative and their accountants reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any of Buyer’s accountants’ work papers related to the calculation of amounts in the Closing Date Working CapitalStatement (subject to the execution of any access letters that such accountants may reasonably require in connection with the review of such work papers), shall become final and binding upon (ii) to the parties unless within 60 days following employees and other Representatives of Xxxxx who were responsible for the preparation of the Closing Date, Seller and Buyer have been unable Statement to agree on a final Closing Balance Sheet, including respond to questions relating to the preparation of the Closing Date Working CapitalStatement and the calculation of the items thereon, in which each case solely to allow Seller Representative to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. Any information shared with Seller Representative or its accountants will be subject to Section 6.15, and Buyer shall negotiate not have any obligation to provide information or access to information, materials or Persons if doing so could reasonably be expected to result in good faith the waiver of any attorney-client privilege or the disclosure of any Know-How or violate any Law or the terms of any applicable Contract to resolve which Buyer or any differences for an additional 30 daysof its Affiliates is a party. If by Seller Representative disagrees with any of Xxxxx’s calculations set forth in the end Closing Statement, Seller Representative may, within sixty (60) days after delivery of the additional 30 day period Closing Statement, deliver a written notice of their disagreement (a “Post- Closing Notice of Disagreement”) to Buyer disagreeing with such differences have calculations; provided, however, that such Post-Closing Notice of Disagreement shall include only objections based on whether (A) the amounts set forth on the Closing Statement were prepared in a manner consistent with the provisions of this Agreement or (B) there were mathematical errors in the computation of any amount set forth on the Closing Statement. Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Seller Representative disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Seller Representative’s calculation, based on such objections, of the Closing Working Capital or the Assumed Indebtedness, as applicable, and the Purchase Price resulting therefrom. To the extent not been resolvedset forth in such Post-Closing Notice of Disagreement, they Seller Representative shall be resolved by the Philadelphia, Pennsylvania office deemed to have agreed with Xxxxx’s calculation of an accounting firm mutually acceptable to Seller all items and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including amounts contained in the Closing Date Working CapitalStatement. If Buyer does not receive a Post-Closing Notice of Disagreement from Seller Representative within such sixty (60) day period, then the amounts set forth in the Closing Statement shall be final, binding become Final and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by BuyerBinding. (c) Within 10 If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the sixtieth (60th) day following Buyer’s delivery of the Closing Statement, then Buyer and Seller Representative shall, during the thirty (30) days following Buyer’s receipt of such Post-Closing Notice of Disagreement, seek to resolve any differences that they may have with respect to the final matters specified in such Post-Closing Notice of Disagreement; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Xxxxx and Seller Representative. If Buyer and Seller Representative are not able to resolve their differences during such thirty (30) day period, then at the end of such period, Buyer and Seller Representative shall promptly mutually engage and submit for Final and Binding resolution any and all matters related to such Post- Closing Notice of Disagreement that remain in dispute to KPMG International, or if KPMG International is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). Notwithstanding the foregoing, no individual at the Accounting Firm with a prior relationship with the Buyer or Sellers shall be involved in resolving any disagreement. Each of Buyer and Seller Representative shall make readily available to the Accounting Firm all relevant financial books and records, including any accountants’ work papers (subject to the execution of any access letters that such accountants may require in connection with the review of such work papers) relating to the Closing Statement or the Post-Closing Notice of Disagreement. Buyer and Seller Representative shall enter into a customary engagement letter with the Accounting Firm, which engagement letter shall explicitly provide that, in resolving the amounts in dispute, the Accounting Firm shall (i) consider only those items or amounts disputed by Seller Representative in the Post-Closing Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand; and (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 2.8. The Accounting Firm’s determination will be based solely upon information presented by Xxxxx and Seller Representative, and not on the basis of independent review. Xxxxx and Seller Representative shall cause the Accounting Firm to deliver to Buyer and Seller Representative as promptly as practicable (but in any event within thirty (30) days of its retention) a written report setting forth its determination of the Closing Balance Sheet amounts in dispute. Absent manifest error, in which case the dispute resolution provisions set forth in Section 13.3 shall apply, the written report prepared by the Accounting Firm shall be Final and Binding and judgment upon the Closing Date Working Capitaldetermination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (x) Xxxxx and Seller Representative (on Sellers’ behalf) shall each be responsible for the fees and expenses of the Accounting Firm pro rata, a final adjustment as between Buyer, on the one hand, and Seller Representative, on the other hand, in proportion to the relative difference between the positions taken by Xxxxx and Seller Representative compared to the determination of the Accounting Firm. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 2.8, including fees and expenses of attorneys and accountants, shall be borne and paid by the Party incurring such expense. (e) If the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital finally determined pursuant to this Section 2.8 is less than the Estimated Working CapitalPurchase Price (the absolute value of such difference, the “Closing Payment Shortfall Amount”), then Seller Representative (on behalf of Sellers) shall promptly pay Buyer an amount equal to the Closing Payment Shortfall Amount (i) first, from the Working Capital Escrow Account, and (ii) second, to the extent that the Working Capital Escrow Account has been depleted, at the option of Buyer, either (A) from the Indemnification Escrow Account or (B) from Foundation and Sellers, on a joint and several basis. After payment to Buyer of an amount equal to the Closing Payment Shortfall Amount in accordance with the preceding sentence, all funds then-remaining in the Working Capital Escrow Account, if any, shall be released to Foundation (on Sellers’ behalf). Within five (5) Business Days after the Final Resolution Date, Foundation (on Sellers’ behalf) shall make, and/or Buyer and Seller Representative shall direct the Escrow Agent to make, as applicable, any payment or release contemplated by this Section 2.8, in each case by wire transfer of immediately available funds to one or more accounts designated in writing by the applicable payee. (f) If the Purchase Price as finally determined pursuant to this Section 2.8 is greater than the Estimated Purchase Price (the absolute value of such difference, the “Closing Payment Excess Amount”), then within five (5) Business Days after the Final Resolution Date, (i) Buyer shall pay, or cause to be paid paid, to Buyer, in cash, Seller Representative (on Sellers’ behalf) an amount equal to the amount Closing Payment Excess Amount via wire transfer of such difference; immediately available funds to an account designated in writing by Sellers, and (ii) if each of Buyer and Seller Representative shall direct Escrow Agent to release to Foundation (on Sellers’ behalf) all funds then remaining in the Closing Date Working Capital Escrow Account. (g) If the Purchase Price as finally determined pursuant to this Section 2.8 is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; andEstimated Purchase Price, there will be no adjustment to the Purchase Price pursuant to this Section 2.8. (dh) As used herein, Any payments made pursuant to this Section 2.8 shall be treated as an adjustment to the term “Working Capital” means Purchase Price by the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableParties for Tax purposes unless otherwise required by Law.

Post-Closing Adjustment to Purchase Price. (ai) As soon promptly as reasonably practical following practicable, but in no event later than ninety (but not more than 60 days after90) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Buyer shall prepare and deliver to the Seller Representative a certificate (the “Closing Date Schedule”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations of (x) Company Debt, Closing Cash, Transaction Expenses and Working Capital, (y) the Working Capital Deficiency (if any) or Working Capital Surplus (if any), and (z) the Adjusted Purchase Price. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company Group as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer have been unable or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to agree the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Transaction Expenses), and (ii) any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities. (ii) During the forty-five (45) day period commencing upon receipt of Xxxxx’s Closing Date Schedule (the “Review Period”), the Seller Representative may dispute any amounts or calculations reflected therein by delivery to Buyer of a final written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such amounts and calculations and the Seller Representative’s determination of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Balance SheetCash, including Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in the Closing Date Working CapitalSchedule shall be deemed final and binding on Buyer, in which case the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative delivers an Adjustment Dispute Notice during the Review Period, the Seller Representative and Buyer shall shall, during the thirty (30) days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences for an additional 30 daysas to the calculations or amounts in dispute in order to finally determine the Adjusted Purchase Price. If by the end of Seller Representative and Buyer so resolve all such differences, then the additional 30 day period such differences have not been resolved, they Adjusted Purchase Price set forth in the Modified Statement shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller deemed final and binding on Buyer, the Seller Representative and such firm’s opinion thereon each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative and the resulting Closing Balance Sheet, including Buyer are unable to reach agreement concerning any items on the Closing Date Working CapitalSchedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) day period, then either Party may thereafter submit the dispute to the Accounting Firm for resolution pursuant to Section 2.2(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be final, binding governed by Rule 408 of the Federal Rules of Evidence and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyersimilar applicable state Law. (ciii) Within 10 days following At any time during the final determination preparation of the Closing Balance Sheet Date Schedule, the preparation of the Adjustment Dispute Notice or the resolution of any disputes with respect thereto, Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representative, on the other hand, shall provide the Buyer and its Representatives, timely and reasonable access to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation of the Closing Date Working Capital, a final adjustment to Schedule or the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableAdjustment Dispute Notice.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following Within one hundred twenty (but not more than 60 120) calendar days after) after the Closing Date, Seller the Sellers shall prepare and Buyer shall jointly prepare an deliver to the Purchasers the final unaudited consolidated balance sheet of the ACBR Entities Facilities, as developed to reflect the Acquired Assets and Assumed Obligations on the books of each of the Sellers on a combined basis, as of the Closing Date (the “Closing Final Combined Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on which shall include a basis consistent with the Financial Information calculation of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Net Working Capital of the ACBR Entities as of the Closing Date Date, and the amount of the Sellers’ capital lease obligations with respect to the Facilities on the Closing Date, if any, that are assumed by the Purchasers pursuant to Section 1.3 of this Agreement. The Purchasers, in connection with its review of the Final Combined Balance Sheet, shall be permitted to review work papers of the Sellers and their affiliates and accountants with respect to the preparation of the Final Combined Balance Sheet and the books and records of the Sellers reasonably related thereto. The Interim Combined Balance Sheet and the Final Combined Balance Sheet shall be prepared in a manner consistent with Sellers’ reasonable past practices and that are consistent with GAAP, subject to the provisions of Section 4.10(b). If the Purchasers dispute any entry on the Final Combined Balance Sheet that affects the calculation of Net Working Capital or the capital lease obligations assumed by the Purchasers, the Purchasers shall notify the Sellers in writing (which writing shall contain the Purchasers’ determination of the amount of the disputed entry) within thirty (30) days after the Purchasers’ receipt of the Final Combined Balance Sheet from the Sellers. If the Purchasers and the Sellers cannot resolve such dispute within thirty (30) business days after the Purchasers notify the Sellers in writing of such dispute, then a mutually agreed-upon national, independent certified public accounting firm (the “Closing Date Working CapitalIndependent Auditor”), shall review the matter in dispute and, solely as to disputes relating to accounting issues and acting as an expert and not as an arbitrator, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the Cash Purchase Price) provided that no change shall be made based on use of a methodology that is different from the methodology used to prepare the Final Combined Balance Sheet, as long as such methodology used was reasonable and consistent with the Sellers’ past practices and GAAP. In the event that all or a portion of the dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, or by an independent attorney expert in the matter at issue and agreed to by the Purchasers and the Sellers (with the costs thereof to be shared equally by the Parties), with any necessary review by the Independent Auditor under this Section 2.3 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between the Purchasers and the Sellers, and the costs of such review shall be borne by the Sellers, on the one hand, and the Purchasers, on the other hand, in proportion to the relevant amount each Party’s determination has been modified. (b) The Closing Within sixty (60) days after the Purchasers’ receipt of the Final Combined Balance SheetSheet from the Sellers or, including if disputed by the Closing Date Working CapitalPurchasers, shall become final within five (5) business days after the earlier of (a) the date the Purchasers and binding upon the parties unless within 60 days following Sellers finally resolve such dispute and recalculate the Closing DateCash Purchase Price accordingly, Seller and Buyer have been unable to agree on or (b) the date of receipt of a final decision of the Independent Auditor (the “Post-Closing Balance SheetAdjustment Date”), including either (i) the Sellers shall pay the Purchasers in cash or in other immediately available funds the amount of any decrease in the Cash Purchase Price, or (ii) the Purchasers shall pay the Sellers in cash or in other immediately available funds the amount of any increase in the Cash Purchase Price (as applicable, the “Post-Closing Adjustment Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 daysPayment Amount”). If not paid when due, the Post-Closing Adjustment Date Payment Amount paid by the end of Sellers to the additional 30 day period such differences have not been resolvedPurchasers, they shall be resolved or by the PhiladelphiaPurchasers to the Sellers, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and as the resulting Closing Balance Sheet, including the Closing Date Working Capitalcase may be, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half increased by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, interest at a final adjustment per annum rate equal to the Purchase Price prime rate reported by the Wall Street Journal under “Money Rates” (the “Final Purchase Price AdjustmentPrime Rate”) shall be made and paid as follows: on the Post-Closing Adjustment Date plus two percent (i2%) if (or the maximum rate allowed by law, whichever is less) accruing on the Post-Closing Adjustment Date Working Capital Payment Amount from the Post-Closing Adjustment Date until the date the Post-Closing Adjustment Date Payment Amount is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to Sellers or the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance SheetPurchasers, as applicablethe case may be.

Post-Closing Adjustment to Purchase Price. (ai) As soon promptly as reasonably practical following (practicable, but not more in no event later than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 90 days following the Closing Date, Buyer shall (A) prepare and deliver to the Seller Representative a statement (the “Closing Date Schedule”) setting forth in reasonable detail (x) Buyer’s calculation of, in each case as of the Adjustment Time, Company Debt, Closing Cash, Seller Transaction Expenses and Buyer have been unable Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto and GAAP (subject to agree on a final Closing Balance Sheetthe Working Capital GAAP Exception)), including and (y) Buyer’s proposed Working Capital Deficiency (if any) or proposed Working Capital Surplus (if any), and (B) deliver to the Seller Representative the Closing Date Schedule, together with a certificate of Buyer confirming that the Closing Date Schedule was properly prepared in good faith and in accordance with the Working Capital Schedule attached hereto and GAAP (subject to the Working Capital GAAP Exception), using the policies, conventions, methodologies and procedures used by the Company in preparing the unaudited Interim Financial Statements. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, in which case Closing Cash, Company Debt and Seller Transaction Expenses) and Buyer shall negotiate in good faith to resolve (ii) any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolvedplans, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable transactions or changes which Buyer intends to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, initiate or make or cause to be paid to Buyer, in cash, an amount equal initiated or made after the Closing with respect to the amount Company or their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of such difference; its assets or liabilities. Following the Closing, Buyer shall provide the Seller Representative and its Representatives reasonable access to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company Members relating to the preparation of the Closing Date Schedule and shall cause the personnel of the Company Members to reasonably cooperate during normal working hours with the Seller Representative in connection with its review of the Closing Date Schedule. (ii) if The Seller Representative may dispute any amounts reflected on the Closing Date Working Capital is greater than Schedule by notifying Buyer in writing of each disputed item, specifying the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Selleramount thereof in dispute and setting forth, in cashreasonable detail, an amount equal the basis for such dispute, within 45 days of Buyer’s delivery to the amount Seller Representative of the Closing Date Schedule. If the Seller Representative delivers a notice of disagreement within such difference; and (d) As used herein45-day period, the term “Working Capital” means Seller Representative and Buyer shall, during the calculation30 days following such delivery (or such longer period as they may mutually agree), using each use reasonable best efforts to reach agreement on the same methodology disputed items or amounts in order to finally determine the amounts set forth on the Reference Balance SheetClosing Date Schedule. If the Seller Representative and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule during such 30-day period, of they shall promptly thereafter submit the current assets of dispute to the ACBR Entities Accounting Arbitrator for resolution pursuant to Section 2.2(e). (other than Excluded Assetsiii) minus the current liabilities of the ACBR Entities as The amounts set forth on the Reference Closing Date Balance Sheet, Schedule shall be deemed conclusively determined for purposes of this Agreement upon the Preliminary Closing Balance Sheet and earlier to occur of (A) the failure of the Seller Representative to notify Buyer of a dispute within 45 days of Buyer’s delivery of the Closing Date Balance SheetSchedule as set forth in Section 2.2(d)(ii) above, as applicable(B) the mutual written resolution of all disputes pursuant to Section 2.2(d)(ii) by Buyer and the Seller Representative, and (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.2(e).

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not Not more than 60 ninety (90) days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date and deliver to Seller Representative a statement (the “Closing Balance SheetStatement”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared ) setting forth in accordance with GAAP and on a basis consistent with the Financial Information reasonable detail Buyer’s calculation of the ACBR Entities. The Closing Balance Sheet will set forth (i) the actual amount of the Closing Working Capital, calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital of the ACBR Entities as of the Balance Sheet Date set forth on Schedule 1C (provided that, unless otherwise mutually agreed by Buyer and Seller Representative, no adjustments shall be made to the Closing Date Statement in respect of (A) Excluded Assets, (B) Excluded Affiliates, (C) Joint Venture Entities that are not Transferred Interests or (D) Affiliates of MHS that are not Sellers, unless such adjustment is included in Schedule 1C), (ii) the “actual amount of the Assumed Indebtedness, (iii) the actual amount of the Final Seller New Tower Expenditures, (iv) the actual amount of the Buyer Funded Liabilities and (v) the Purchase Price in accordance with Section 2.5 resulting from such actual amount of Closing Date Working Capital”), Assumed Indebtedness, Final Seller New Tower Expenditures and Buyer Funded Liabilities. The calculations to be made by Buyer pursuant to this Section 2.8(a) shall be based exclusively on the facts and circumstances as they existed immediately prior to the Effective Time and shall exclude the effects of any event, act, change in circumstances or similar development arising or occurring thereafter. The Closing Statement shall become Final and Binding on the Final Resolution Date. (b) The During the sixty (60) days after delivery of the Closing Balance SheetStatement, Buyer will provide Seller Representative and its accountants reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any of Buyer’s accountants’ work papers related to the calculation of amounts in the Closing Date Statement (subject to the execution of any access letters that such accountants may reasonably require in connection with the review of such work papers), and (ii) to the employees and other Representatives of Xxxxx who were responsible for the preparation of the Closing Statement to respond to questions relating to the preparation of the Closing Statement and the calculation of the items thereon, in each case solely to allow Seller Representative to determine the accuracy of Xxxxx’s calculation of the items set forth on the Closing Statement. Any information shared with Seller Representative or its accountants will be subject to Section 6.14, and Buyer shall not have any obligation to provide information or access to information, materials or Persons if doing so could reasonably be expected to result in the waiver of any attorney-client privilege or the disclosure of any Trade Secrets or violate any Law or the terms of any applicable Contract to which Buyer or any of its Affiliates is a party. If Seller Representative disagrees with any of Buyer’s calculations set forth in the Closing Statement, Seller Representative may, within sixty (60) days after delivery of the Closing Statement, deliver a written notice of its disagreement (a “Post-Closing Notice of Disagreement”) to Buyer disagreeing with such calculations; provided, however, that such Post-Closing Notice of Disagreement shall include only objections based on whether (A) the amounts set forth on the Closing Statement were prepared in a manner consistent with the provisions of this Agreement or (B) there were mathematical errors in the computation of any amount set forth on the Closing Statement. Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Seller Representative disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Seller Representative’s calculation, based on such objections, of the Closing Working Capital, the Assumed Indebtedness, the Closing Estimated Buyer New Tower Expenditures or the Buyer Funded Liabilities, as applicable, and the Purchase Price resulting therefrom. To the extent not set forth in such Post-Closing Notice of Disagreement, Seller Representative shall be deemed to have agreed with Xxxxx’s calculation of all items and amounts contained in the Closing Statement. If Buyer does not receive a Post-Closing Notice of Disagreement from Seller Representative within such sixty (60)-day period, then the amounts set forth in the Closing Statement shall become final Final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by BuyerBinding. (c) Within 10 days If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the sixtieth (60th) day following the final determination Buyer’s delivery of the Closing Balance Sheet Statement, then Buyer and Seller Representative shall, during the thirty (30) days following Buyer’s receipt of such Post-Closing Date Working CapitalNotice of Disagreement, a final adjustment seek to resolve any differences that they may have with respect to the Purchase Price matters specified in such Post-Closing Notice of Disagreement; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Xxxxx and Xxxxxxx. If Buyer and Seller Representative are not able to resolve their differences during such thirty (30)-day period, then at the end of such period, Buyer and Seller Representative shall promptly mutually engage and submit for Final and Binding resolution any and all matters related to such Post-Closing Notice of Disagreement that remain in dispute to , or if is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Final Purchase Price AdjustmentAccounting Firm”). Each of Buyer and Seller Representative shall make readily available to the Accounting Firm all relevant financial books and records, including any accountants’ work papers (subject to the execution of any access letters that such accountants may require in connection with the review of such work papers) relating to the Closing Statement or the Post-Closing Notice of Disagreement. Buyer and Seller Representative shall be made and paid as follows: enter into a customary engagement letter with the Accounting Firm, which engagement letter shall explicitly provide that, in resolving the amounts in dispute, the Accounting Firm shall (i) if consider only those items or amounts disputed by Seller Representative in the Post-Closing Date Working Capital is Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer on the other hand, or less than the Estimated Working Capitalsmallest value for such item or amount assigned by Seller Representative, then Seller shall promptly payon the one hand, or cause to be paid to Buyer, in cash, an amount equal to on the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such differenceother hand; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. (a) As soon Attached hereto as reasonably practical following Exhibit 3.3(a) is a statement of the estimated value of the Net Assets of the Business as of August 31, 2009 (but not more than 60 the “Estimated Closing Net Asset Value”), as derived from the unaudited estimated balance sheet of the Seller as of August 31, 2009 and prepared in accordance with GAAP consistent with past practice. (b) Unless specifically waived in writing by Purchaser, Seller shall, at its cost and expense, prepare and deliver to Purchaser, within ninety (90) days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated a statement (the “Statement of Closing Net Assets”) setting forth a balance sheet of the ACBR Entities Net Assets as of the Closing Date (the “Closing Balance SheetNet Assets”). The , which Statement of Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will Net Assets shall be prepared in accordance with GAAP and on a basis consistent with past practice. Purchaser shall have fifteen (15) calendar days from the Financial Information date of its receipt of the ACBR Entities. The Statement of Closing Balance Sheet will set forth Net Assets to deliver to Seller a written objection to the actual amount Statement of Working Capital Closing Net Assets, which objection shall include a reasonably detailed statement of the ACBR Entities as basis for Purchaser’s objection. During such fifteen (15) day period, Purchaser and Parent shall grant Seller, Shareholders’ Representative and Seller’s accountants, legal counsel and advisors, reasonable access, during normal business hours, to Purchaser’s books and records to review (at Seller’s sole expense) Seller’s calculation of the Closing Date Net Assets and preparation of the Statement of Closing Net Assets. If Purchaser fails to timely object, then the Statement of Closing Net Assets shall be deemed accepted as originally delivered to Purchaser. If Purchaser timely objects to the Statement of Closing Net Assets and Seller and Purchaser are unable to resolve such dispute within ten (10) calendar days of Seller’s receipt of Purchaser’s objections, then the issues in dispute shall be submitted to an independent, nationally recognized accounting firm reasonably acceptable to the Parties (the “Closing Date Working CapitalIndependent Accounting Firm”). ) for resolution. The Independent Accounting Firm shall be instructed to submit a report to Purchaser and Seller within thirty (b30) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 calendar days following the Closing Date, Seller and Buyer have been unable with a determination regarding any disputed items (such disputed amounts to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an Independent Accounting Firm in accordance with the accounting firm mutually acceptable to Seller and Buyerprinciples used in preparing the Estimated Closing Net Asset Value), and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, report shall be final, binding and not subject to any appealconclusive on the Parties hereto. The fees value of the Closing Net Assets as finally determined by this Section 3.3(b) shall be deemed the “Final Closing Net Asset Value” for purposes of this Agreement. The fees, costs and expenses of such accounting firm in connection with any such resolution the Independent Accounting Firm shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made divided equally and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; by Purchaser and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. (a) As soon Within 90 days after the Closing, Citizens shall prepare and deliver to Parent and IAWC a Statement of Net Assets (the "Closing Statement of Net Assets") which reflect the Acquired Assets, as reasonably practical following (but not more than 60 days after) of 11:59 p.m. on the Closing Date, Seller based on actual financial performance and Buyer shall jointly prepare calculated in the same manner, utilizing the same accounting principles, policies and methods utilized in preparing the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999), together with (A) an unaudited consolidated balance sheet audit report of Seller's Accountants stating that the Closing Statement of Net Assets have been prepared utilizing the same accounting principles, policies and methods used in the preparation of the ACBR Entities as Interim Statement of Net Assets and (B) a calculation of Citizens' determination of the amount of increase or decrease in the amount of the Acquired Assets of the Business from the Interim Statement of Net Assets Date to the Closing Date which is derived from the Closing Statement of Net Assets (the “Closing Balance Sheet”"Seller's Adjustment Amount"). The Closing Balance Sheet will reflect Statement of Net Assets shall not give effect to any purchase accounting treatment arising from Parent's and IAWC's purchase of their respective Acquired Assets. IAWC and Parent shall pay the Adjustments andfees and expenses of Seller's Accountants incurred in connection with this Section 2.6.4, except for each bearing the Adjustmentssame proportion of such fees and expenses as its respective portion of the Purchase Price bears to the total Purchase Price. Parent and IAWC agree to cooperate, will be prepared and agree to cause IAWC's Accountants to cooperate, with Citizens and Seller's Accountants in accordance with GAAP and on a basis consistent connection with the Financial Information preparation of the ACBR EntitiesClosing Statement of Net Assets, and related information, and shall provide to Citizens and Seller's Accountants such books, records and information as may be reasonably requested from time to time, including the work papers of IAWC's Accountants. The Closing Balance Sheet Citizens will set forth give Parent and IAWC and their representatives access during the actual amount normal business hours of Working Capital Citizens to the personnel, books and records of Citizens and the work papers of Seller's Accountants to assist Parent and IAWC in the review of the ACBR Entities Closing Statement of Net Assets and related matters. Parent and IAWC agree that, following the Closing through the date on which the Closing Statement of Net Assets are delivered, they will not take any actions with respect to any accounting books, records, policies or procedures on which the Closing Statement of Net Assets are to be based that would make it impossible or impracticable to calculate the Acquired Assets in the manner and utilizing the methods required hereby. Without limiting the generality of the foregoing, no changes shall be made in any reserve or other account existing as of the Closing Date (date of the “Closing Date Working Capital”)Interim Statement of Net Assets except in the ordinary course or as a result of events occurring after the date of the Interim Statement of Net Assets and, in such event, only in a manner consistent with past practices of Seller. (b) The Closing Balance Sheet, including Parent and IAWC may dispute any amounts reflected on the Closing Date Working CapitalStatement of Net Assets, in the Seller's Adjustment Amount or in the Statement of Certain Assumed Liabilities, provided, however, that Parent or IAWC shall become final notify Citizens in writing of each Illinois disputed amount, and binding upon specify the parties unless amount thereof in dispute and the basis of such dispute, within 60 30 days following of the Parent's or IAWC's receipt of the Closing Date, Seller Statement of Net Assets and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional Seller's Adjustment Amount (such 30 day period such differences have not been resolved, they shall be resolved by hereinafter referred to as the Philadelphia, Pennsylvania office "Review Period"). In the event of an accounting firm mutually acceptable a dispute with respect to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working CapitalStatement of Net Assets, the Seller's Adjustment Amount or the Statement of Certain Assumed Liabilities, Parent, IAWC and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and not subject conclusive on the parties. If Parent, IAWC and Seller are unable to reach a resolution of such differences within 30 days of receipt of Parent's or IAWC's written notice of dispute to Seller, then Parent, IAWC and Seller shall submit the amounts remaining in dispute (together with any appealamounts remaining in dispute pursuant to Section 2.6.4(b) of each of the Related Purchase Agreements) for resolution to an independent accountant firm of national reputation mutually appointed by Seller, Parent, and IAWC (such independent accounting firm being herein referred to as the "Third Accounting Firm"), which shall be requested to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Third Accounting Firm shall be allocated between Parent and IAWC on the one hand and Seller Parties on the other hand so that the Seller Parties' share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Parent and IAWC to the Third Accounting Firm that is unsuccessfully disputed by Parent and IAWC (as finally determined by the Third Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by Parent and IAWC to the Third Accounting Firm. Parent and IAWC shall pay the fees and expenses of such accounting firm IAWC's Accountants incurred in connection with any such this Section 2.6.4(b). Seller's Adjustment Amount, if there are no disputes with respect thereto, or Seller's Adjustment Amount as adjusted after the resolution of all disputes with respect thereto in accordance herewith, shall be paid one-half by Seller and one-half by Buyerreferred to as the "Final Net Asset Adjustment." (c) Within 10 If the Base Cash Purchase Price plus (or minus, if negative) the Final Net Asset Adjustment exceeds the Initial Cash Payment, then within five (5) business days following the after final determination of the Closing Balance Sheet thereof Parent and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) IAWC shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then pay Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if excess together with interest thereon for the period commencing on the Closing Date Working Capital is greater than through the Estimated Working Capitaldate of payment calculated at the Prime Rate in cash by federal or other wire transfer of immediately available funds, or certified or bank cashier's check. If the Initial Cash Payment exceeds the sum of the Base Cash Purchase Price plus (or minus, if negative) the Final Net Asset Adjustment, then Buyer within five (5) business days after final determination thereof Seller shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to pay Parent and IAWC the amount of such difference; and (d) As used herein, excess together with interest thereon for the term “Working Capital” means the calculation, using the same methodology set forth period commencing on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheetthrough the date of payment calculated at the Prime Rate in cash by federal or other wire transfer of immediately available funds, as applicableor certified or bank cashier's check. The amount paid by or to Parent and/or IAWC under this Section 2.6.5(c) shall be based on the appropriate adjustments to the prices of the Acquired Assets being acquired by each of Parent and IAWC, respectively.

Post-Closing Adjustment to Purchase Price. (a) As soon promptly as reasonably practical practicable following (the Closing Date but not more no later than 60 90 days after) after the Closing Date, Purchaser shall prepare and deliver to Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet (i) a statement setting forth a calculation of the ACBR Entities as of the Closing Date Working Capital (the “Closing Balance SheetWorking Capital Statement”). The Closing Balance Sheet will reflect the Adjustments and; (ii) a statement, except for the Adjustments, will be prepared in accordance with GAAP and applied on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set Electroandes’ past practices, setting forth the actual amount of Working Capital of the ACBR Entities as a calculation of the Closing Date Capital Expenditures (the “Closing Date Capex Statement”); (iii) a statement, prepared in accordance with GAAP applied on a basis consistent with Electroandes’ past practices, setting forth a calculation of the Closing Debt (the “Closing Debt Statement” and, together with the Closing Working Capital Statement and the Closing Capex Statement, the “Closing Statements”); and (iv) a report of Purchaser’s accountants, stating that the Closing Statements fairly present the Closing Working Capital, the Closing Capex and the Closing Debt in accordance with Exhibit A or in accordance with GAAP applied on a basis consistent with Electroandes’ past practices, as applicable. (b) If Seller objects to any component of the Closing Working Capital Statement, the Closing Capex Statement or the Closing Debt Statement, then Seller must notify Purchaser in writing of its objection on or before the 30th day after Purchaser’s delivery to Seller of the Closing Statements. If Seller does so object, and if Seller and Purchaser have not agreed on a resolution of those objections, then at any time after the 30th day following the delivery of Seller’s notice of objection, either Seller or Purchaser may submit all items in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to Seller and Purchaser (the “Independent Accounting Firm”), with the cost of such review and resolution to be shared one-half by Purchaser and one-half by Seller, and the results thereof shall (absent manifest error) be final and binding. In the event that the Independent Accounting Firm refuses to accept the appointment provided hereunder, either party may petition the International Chamber of Commerce to appoint a suitable and comparable replacement for such Independent Accounting Firm, with the cost of such appointment to be borne one-half by Purchaser and one-half by Seller. (c) The Closing Statements shall be deemed final and binding for purposes of this Section 2.05 upon the earliest of (i) the 31st day after Purchaser’s delivery to Seller of the Closing Statements, provided that Seller failed to notify Purchaser of a dispute with respect to either Closing Statement within the time period specified in Section 2.05(b), (ii) the date on which Seller and Purchaser have resolved all disputes with respect to the Closing Statements in accordance with Section 2.05(b), and (iii) the date on which the Independent Accounting Firm or its replacement, as applicable, has completed its review and resolution of any disputed items on the Closing Statements in accordance with Section 2.05(b) and has provided to Seller and Purchaser a detailed summary of such review and resolution (the earliest of (i), (ii) and (iii) of this Section 2.05(c) being, the “Settlement Date”). (bd) The If Closing Balance SheetWorking Capital set forth on the Final Closing Working Capital Statement exceeds Estimated Working Capital by more than the Designated Amount, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to then the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, adjusted upward in cash, an amount equal to the excess of such Closing Working Capital over Estimated Working Capital and Purchaser shall pay the amount of such difference; and (ii) if excess to Seller by wire transfer in immediately available funds on or before the Closing Date fifth Business Day following the Settlement Date. If Estimated Working Capital is greater exceeds Closing Working Capital set forth on the Final Closing Working Capital Statement by more than the Estimated Working CapitalDesignated Amount, then Buyer the Purchase Price shall promptly pay, or cause to be paid to Seller, adjusted downward in cash, an amount equal to the excess of Estimated Working Capital over such Closing Working Capital and Seller shall pay the amount of such difference; andexcess to Purchaser by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date. (de) As used herein, the term “Working Capital” means the calculation, using the same methodology If Closing Capex set forth on the Reference Balance SheetFinal Closing Capex Statement exceeds Estimated Capex, then the Purchase Price shall be adjusted upward in an amount equal to such excess and Purchaser shall pay the amount of such excess to Seller by wire transfer in immediately available funds on or before the current assets of fifth Business Day following the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as Settlement Date. If Estimated Capex exceeds Closing Capex set forth on the Reference Date Balance SheetFinal Closing Capex Statement, then the Preliminary Purchase Price shall be adjusted downward in an amount equal to such excess and Seller shall pay the amount of such excess to Purchaser by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date. (f) If Closing Balance Sheet Debt set forth on the Final Closing Debt Statement exceeds Estimated Debt, then the Purchase Price shall be adjusted downward in an amount equal to such excess and Seller shall pay the amount of such excess to Purchaser by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date. If Estimated Debt exceeds Closing Date Balance SheetDebt set forth on the Final Closing Debt Statement, as applicablethen the Purchase Price shall be adjusted upward in an amount equal to such excess and Purchaser shall pay the amount of such excess to Seller by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date.

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment, if any, after the Closing Date as specified in this Section 2.5. (a) As soon as reasonably practical following (practicable, but not more than in any event within 60 days after) following the Closing Date, Seller Itron shall prepare and Buyer shall jointly prepare an unaudited consolidated deliver to STC (i) a combined balance sheet of the ACBR Entities Business as of the Closing Date prepared in a manner consistent with past practices of the Business and as set forth on Exhibit 2.5 (the “Closing Balance Sheet”). The Closing ; (ii) the Adjusted Balance Sheet; and (iii) a certificate based on such Adjusted Balance Sheet will reflect setting forth Itron’s calculation of the Adjustments andClosing Net Working Capital, except for the Adjustments, will be as prepared in accordance with GAAP and the provisions set forth on a basis consistent with Exhibit 2.5 (the Financial Information of the ACBR Entities“Certificate”). The Seller Group and Itron shall mutually cooperate and assist each other in order to prepare the Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)and Adjusted Balance Sheet. (b) If the Closing Net Working Capital is less than the Base Period Net Working Capital, then within 45 days of delivery of the Certificate, STC (on behalf of itself and the other members of the Seller Group) shall pay, or cause another member of the Seller Group to pay, by wire transfer in immediately available funds to the Purchasers (as directed by Itron on behalf of itself and the other Purchasers) as a downward adjustment to the Purchase Price, the amount equal to the excess of (i) the Base Period Net Working Capital over (ii) the Closing Net Working Capital. If the Closing Net Working Capital is greater than the Base Period Net Working Capital, then within 45 days of delivery of the Certificate, Itron (on behalf of itself and the other Purchasers) shall pay by wire transfer of immediately available funds to the members of the Seller Group (as directed by STC on behalf of itself and the other members of the Seller Group) as an upward adjustment to the Purchase Price, the amount equal to the excess of (x) the Closing Net Working Capital over (y) the Base Period Net Working Capital. (c) The Seller Group may dispute any amounts reflected on the Adjusted Balance Sheet; provided, however, that STC shall have notified Itron in writing of each disputed item specifying the amount thereof in dispute, the calculation of the disputed amount and setting forth, in reasonable detail, the basis for such dispute, within 45 days of STC’s receipt of the Adjusted Balance Sheet and the Certificate. To the extent STC shall not have notified Itron in writing by such time of any disputed amount reflected on the Closing Balance Sheet, including STC shall be deemed to have agreed with all items and amounts contained in the Closing Date Balance Sheet and Itron’s calculation of the Closing Net Working Capital. In the event of a dispute, Itron and STC shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate attempt in good faith to resolve any differences for an additional 30 daysreconcile their differences. If Itron and STC are unable to reach a resolution within 30 Business Days after receipt by Itron of STC’s written notice of dispute, Itron and STC shall submit the end items remaining in dispute for resolution by an Independent Accounting Firm, to whom Itron and STC, respectively, shall submit the items remaining in dispute for resolution. The Independent Accounting Firm shall be instructed to resolve, within 30 Business Days of such submission, such remaining disputed items. The report of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, Independent Accounting Firm shall be final, conclusive and binding on Itron, STC and not subject to any appealtheir Affiliates. The fees and expenses of such accounting firm in connection with any such resolution the Independent Accounting Firm shall be paid one-half allocated to Itron and STC in proportion to the amount unsuccessfully disputed by Seller such party out of the aggregate disputed amount submitted to the Independent Accounting Firm. Itron and one-half by BuyerSTC shall pay the costs and expenses of their own accountants and attorneys. (cd) Within 10 days following Itron (on behalf of itself and the final determination other Purchasers), STC, BVI and each member of the Closing Balance Sheet Non-U.S. Seller Group, as appropriate, shall cooperate to prepare an adjusted Allocation, an adjusted Section 338 Allocation and the Closing Date Working Capital, a final adjustment an adjusted Section 1060 Allocation to reflect any adjustments to the Purchase Price (made pursuant to Section 2.5(b). If, on the “Final one hand, the payment of the adjusted Purchase Price Adjustment”pursuant to Section 2.5(b) occurs after the finalization or determination of an allocation under Section 2.3, then the parties shall be made and paid as follows: have 15 days from the date of such payment to agree upon the corresponding adjusted allocation required by this Section 2.5(d). If, on the other hand, the payment of the adjusted Purchase Price pursuant to Section 2.5(b) occurs before the finalization or determination of an allocation under Section 2.3, then the parties (i) if the Closing Date Working Capital is less than the Estimated Working Capitalshall not prepare a separate corresponding adjusted allocation under this Section 2.5(d), then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if shall instead take into account such adjusted Purchase Price in such original allocation under Section 2.3 and (iii) shall have an additional 15 days beyond the Closing Date Working Capital is greater than date specified in Section 2.3 to agree upon such allocation. If the Estimated Working Capitalparties are unable to agree on any of the adjusted allocations within the above specified periods, then Buyer they shall promptly payselect an Independent Accounting Firm to determine any such disputed allocation, or cause provided that the Independent Accounting Firm shall take into account the facts, information and documentation used by each party to be paid to Seller, in cash, an amount equal to the amount prepare its version of such difference; and (d) As used herein, disputed allocation and the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, strength of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth factual and legal arguments made by each party in support thereof and shall specifically comment on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet such evidence and the Closing Date Balance Sheet, as applicablearguments in rendering its determination.

Post-Closing Adjustment to Purchase Price. The Closing Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical practicable, but no later than ninety (90) days following (but not more than 60 days after) the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller each of the following, together with reasonable supporting documentation and Buyer shall jointly prepare reasonably detailed calculations therefor (collectively, the “Closing Financial Data”): (i) an unaudited consolidated balance sheet of the ACBR Entities Company and its Subsidiaries as of immediately prior to the Closing Date (the “Closing Balance Sheet”); (ii) a schedule of the Company Indebtedness, including the Purchaser’s determination of the Closing Net Intercompany Balance (the “Closing Company Indebtedness”); (iii) a schedule of the Cash and Cash Equivalents (“Closing Cash and Cash Equivalents”); (iv) a statement of Working Capital based on the Closing Balance Sheet (the “Closing Working Capital”); (v) a schedule of the Company Transaction Expenses (the “Closing Company Transaction Expenses”); (vi) a schedule of the Year One Insurance Policy Costs (the “Closing Insurance Policy Costs”); and (vii) the Purchaser’s determination of the Net Adjustment Amount using the amounts set forth in the foregoing clauses (ii) through (vi). The Closing Balance Sheet will reflect Financial Data shall be prepared in good faith and in accordance with the Adjustments andAccounting Principles (to the extent applicable), except for the Adjustments, will definitions contained herein and the example set forth in Exhibit A hereto. The Closing Financial Data shall be accompanied by a certificate of the chief financial officer of the Purchaser stating that the Closing Financial Data has been prepared in accordance with GAAP the requirements of this Agreement and on a basis consistent with the Financial Information Accounting Principles (to the extent applicable). Any actions taken by or at the direction of the ACBR Entities. The Purchaser at or after the Closing shall not be taken into account for the purpose of preparing the Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of or the Closing Date (the “Closing Date Working Capital”). (b) The After receipt of the Closing Balance SheetFinancial Data, the Seller and its Representatives shall have sixty (60) days (the “Review Period”) to review the Closing Financial Data. In connection with the review of the Closing Financial Data, the Purchaser shall give, and shall cause the Company and its Representatives to give, to the Seller and its Representatives reasonable access, upon reasonable prior notice, to the relevant books, records and other materials of the Company and its Subsidiaries and the personnel of, and work papers (subject to the execution of a customary access letter, if requested) prepared by or for, the Purchaser, the Company and its Subsidiaries and their respective Representatives, including to such relevant historical financial information relating to the Company and its Subsidiaries as the Seller or its Representatives may reasonably request, in each case, in order to permit the timely and complete review of the Closing Date Working CapitalFinancial Data in accordance with this Section 2.08(b) and so long as such access does not unreasonably interfere with the operations of the Company and its Subsidiaries. (c) If the Seller has accepted the Closing Financial Data in writing or has not given a Statement of Objections with respect thereto prior to the expiration of the Review Period, then the Closing Financial Data shall become be final and binding upon the parties unless within 60 days following Purchaser and the Seller. Any Statement of Objections shall set forth in reasonable detail each item in the Closing DateFinancial Data that the Seller believes has not been prepared in accordance with this Agreement and the correct amount of such item and the Seller’s alternative calculation of the Closing Company Indebtedness, Closing Cash and Cash Equivalents, Closing Working Capital, Closing Company Transaction Expenses and Closing Insurance Policy Costs and the Net Adjustment Amount resulting therefrom. In the event that the Seller delivers a Statement of Objections during the Review Period, the Purchaser and Buyer have been unable the Seller shall use their commercially reasonable efforts to agree on a final Closing Balance Sheet, including the amount of the Closing Date Company Indebtedness, Closing Cash and Cash Equivalents, Closing Working Capital, in which case Seller Closing Company Transaction Expenses and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolvedClosing Insurance Policy Costs, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyeras applicable, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject appropriate adjustments to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet within thirty (30) days following the receipt by the Purchaser of the Statement of Objections. If the Purchaser and the Seller are unable to reach an agreement as to such amounts and adjustments within such thirty (30)-day period, then the matter shall be submitted as promptly as practicable to Ernst & Young LLP, or if Xxxxx & Young LLP is unwilling or unable to serve in such capacity, to such other independent, nationally recognized accounting firm agreed to by the Purchaser and the Seller (such firm, the “Accounting Firm”), who shall, acting as an expert and not an arbitrator, resolve the matters still in dispute and adjust the Closing Date Financial Data accordingly to reflect such resolution; provided, however, that the Accounting Firm may not determine an amount of any item of Closing Company Indebtedness, Closing Cash and Cash Equivalents, Closing Working Capital, a final adjustment to Closing Company Transaction Expenses or Closing Insurance Policy Costs greater than the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is highest amount or less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the lowest amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet item claimed by either Party. The Purchaser and the Closing Date Balance Sheet, as applicable.Seller shall use their reasonable best efforts to cause the Accounting Firm to make such determination within forty-five (45) days following

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 Within 120 calendar days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of and deliver to Sellers a statement, substantially consistent with the ACBR Entities as of the Closing Date form set forth on Exhibit A (the “Closing Balance SheetStatement”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set ) setting forth the actual amount of Working Capital of the ACBR Entities as (i) Buyer’s calculation of the Closing Date (the “Liabilities Amount, Seller Transaction Expenses Amount, Indebtedness Amount and Closing Date Net Working Capital”), (ii) the resulting calculations of the Closing Net Working Capital Adjustment and the Purchase Price and (iii) Buyer’s calculation of the Cash Amount and any resulting payment among the parties. Buyer shall give Sellers reasonable and timely access, during normal business hours and upon reasonable advance notice, to review the books and records and work papers relating to the Healthcare Businesses and to such employees and representatives of Buyer as shall be reasonably necessary for Sellers to review the calculations contemplated in this Section 1.2. (b) The Closing Balance Sheet, including If Sellers dispute the calculation of the Closing Date Liabilities Amount, Seller Transaction Expenses Amount, Indebtedness Amount, Cash Amount or Closing Net Working CapitalCapital as of the Effective Time or the resulting calculations of the Closing Net Working Capital Adjustment and the Purchase Price, Sellers shall become final and binding upon the parties unless notify Buyer in writing within 60 calendar days following after Sellers’ receipt of the Closing DateStatement from Buyer (the “Objection Statement”), which Objection Statement shall specify the items to which each such objection relates and the basis for each such objection, and which shall include Sellers’ alternative calculation of the Closing Liabilities Amount, Seller Transaction Expenses Amount, Indebtedness Amount, Cash Amount or Closing Net Working Capital as of the Effective Time and Buyer have been unable to agree on a final Closing Balance Sheet, including the resulting calculations of the Closing Date Net Working CapitalCapital and the Purchase Price. If Sellers do not deliver an Objection Statement to Buyer prior to such date, in which case Seller the Closing Statement and the calculations set forth therein shall be final, binding and nonappealable. Sellers and Buyer shall negotiate in good faith to resolve any differences for an additional 30 daysobjections of the type described above and set forth in the Objection Statement; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Sellers and Buyer. If by the end Sellers and Buyer cannot resolve such objection within 30 days after delivery of the additional 30 day period Objection Statement, then Sellers and Buyer shall instruct the Independent Accountants to select one of their partners experienced in health-care-related purchase price adjustment disputes to review the matters set forth in the Objection Statement that remain in dispute and promptly decide the proper amounts of such differences have not been resolveddisputed issues (which decision shall also include a recalculation of the Purchase Price). If issues in dispute are submitted to the Independent Accountants for resolution, they shall be resolved by Sellers, on the Philadelphiaone hand, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon on the other hand, shall furnish to the Independent Accountants and the resulting Closing Balance Sheetother party or parties such workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and that are available to such party or its Affiliates, including will be afforded the Closing Date Working Capitalopportunity to present to the Independent Accountants one position paper relating to the determination within 15 days of the submission of the dispute to the Independent Accountants, and the opportunity to respond to the Independent Accountants’ questions and the items furnished by the other party regarding the dispute. In resolving the items in the Objection Statement that are still in dispute and in determining the recalculation of the Purchase Price, the Independent Accountants shall (i) not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by Buyer, on the one hand, or Sellers, on the other hand, or (B) less than the smallest value for such item assigned by Buyer, on the one hand, or Sellers, on the other hand, (ii) make a final determination of the disputed items in accordance with the provisions, guidelines and procedures set forth in this Agreement, (iii) act as an expert and not as an arbitrator, (iv) render a final resolution in writing to Buyer and Sellers (which final resolution shall be requested by Buyer and Sellers to be delivered not more than 60 days following submission of such disputed items to the Independent Accountants), which final resolution, absent manifest error, shall be final, conclusive, binding and nonappealable on Buyer and Sellers, and (v) not subject to any appealengage in independent factual investigation, not hear evidence from either Buyer or Sellers outside the presence of both Buyer and Sellers, and not engage in ex parte communications with Buyer or Sellers. The fees and expenses Purchase Price as finally determined pursuant to this Section 1.2(b) is referred to herein as the “Final Purchase Price.” The costs of such accounting firm in connection with any such resolution the Independent Accountants shall be paid borne one-half by Seller Sellers (jointly and severally), on the one hand, and one-half by Buyer, on the other hand; provided, however, that such costs shall be paid by Buyer to the Independent Accountants, and one-half of such costs shall be included in the Seller Transaction Expenses Amount for purposes of determining the Final Purchase Price. (c) Within 10 days following If the Final Purchase Price exceeds the Estimated Purchase Price, then (i) Buyer shall promptly (but in any event within five Business Days after the final determination thereof) pay to an account designated by Sellers the amount of such excess by wire transfer of immediately available funds, and (ii) Sellers and Buyer shall jointly instruct the Escrow Agent to pay to Sellers from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount by wire transfer of immediately available funds. (d) If the Estimated Purchase Price exceeds the Final Purchase Price, then, within five Business Days after the final determination thereof, Sellers and Buyer shall jointly instruct the Escrow Agent to pay from the Adjustment Escrow Amount an amount equal to such excess to Buyer by wire transfer of immediately available funds. If any funds remain in the Adjustment Escrow Amount, Sellers and Buyer shall also, simultaneously with the joint instruction for Buyer’s distribution, jointly instruct the Escrow Agent to pay to Sellers such remaining funds from the Adjustment Escrow Amount through a wire transfer to an account or accounts designated by Sellers pursuant to the terms of the Closing Balance Sheet Escrow Agreement. If such excess is more than the Adjustment Escrow Amount, Sellers shall promptly (but in any event within no more than five Business Days) pay the amount by which the excess is more than the Adjustment Escrow Amount to Buyer by wire transfer of immediately available funds to an account designated by Buyer (for which obligation Sellers shall be jointly and severally liable). Sellers shall fund such payment, if any, out of the Closing Date Working Capital, a final Purchase Price. (e) The parties shall treat any payment made pursuant to this Section 1.2 as an adjustment to the Purchase Price (for all Tax purposes to the “Final Purchase Price Adjustment”) shall maximum extent permitted by Law. Payments to be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller pursuant to this Section 1.2 shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicablenot include interest.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not Not more than 60 one hundred twenty (120) days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date and deliver to Seller Representative a statement (the “Closing Balance SheetStatement”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information ) setting forth Buyer’s calculation of the ACBR Entities. The Closing Balance Sheet will set forth (i) the actual amount of the Closing Working Capital, calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital of the ACBR Entities as of the Balance Sheet Date set forth on Schedule 1D, (ii) the actual amount of the Assumed Indebtedness, calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Assumed Indebtedness as of the Balance Sheet Date set forth on Schedule 1D, and (iii) the Purchase Price in accordance with Section 2.5 resulting from such actual amount of Closing Date Working Capital and Assumed Indebtedness. If Buyer does not deliver the Closing Statement to Seller Representative within one hundred twenty (120) days after the “Closing Date Working Capital”Date, then, at the election of Seller Representative (acting in its sole discretion), either (A) Seller Representative may prepare and present the Closing Statement within an additional thirty (30) days thereafter or (B) the Estimated Closing Statement will be deemed to be the final Closing Statement in accordance with this Section 2.8. If Seller Representative elects to prepare the Closing Statement in accordance with the immediately preceding sentence, then all subsequent references in Section 2.8(b) and (c) to Buyer, on the one hand, and Seller Representative, on the other hand, will be deemed to be references to Seller Representative, on the one hand, and Buyer, on the other hand, respectively. The Closing Statement shall become Final and Binding on the Final Resolution Date. (b) The During the thirty (30) days after delivery of the Closing Balance SheetStatement, Buyer will provide Seller Representative and its accountants reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any of Buyer’s accountants’ work papers related to the calculation of amounts in the Closing Date Working CapitalStatement (subject to the execution of any access letters that such accountants may reasonably require in connection with the review of such work papers), shall become final and binding upon (ii) to the parties unless within 60 days following employees and other Representatives of Xxxxx who were responsible for the preparation of the Closing Date, Seller and Buyer have been unable Statement to agree on a final Closing Balance Sheet, including respond to questions relating to the preparation of the Closing Date Working CapitalStatement and the calculation of the items thereon, in which each case solely to allow Seller Representative to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. Any information shared with Seller Representative or its accountants will be subject to Section 6.14, and Buyer shall negotiate not have any obligation to provide information or access to information, materials or Persons if doing so could reasonably be expected to result in good faith the waiver of any attorney-client privilege or the disclosure of any Trade Secrets or violate any Law or the terms of any applicable Contract to resolve which Buyer or any differences for an additional 30 daysof its Affiliates is a party. If by Seller Representative disagrees with any of Buyer’s calculations set forth in the end Closing Statement, Seller Representative may, within thirty (30) days after delivery of the additional 30 day period Closing Statement, deliver a written notice of their disagreement (a “Post-Closing Notice of Disagreement”) to Buyer disagreeing with such differences have calculations; provided, however, that such Post-Closing Notice of Disagreement shall include only objections based on whether (A) the amounts set forth on the Closing Statement were prepared in a manner consistent with the provisions of this Agreement or (B) there were mathematical errors in the computation of any amount set forth on the Closing Statement. Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Seller Representative disagrees, and shall set forth Seller Representative’s calculation, based on such objections, of the Closing Working Capital or the Assumed Indebtedness, as applicable, and the Purchase Price resulting therefrom. To the extent not been resolvedset forth in such Post-Closing Notice of Disagreement, they Seller Representative shall be resolved by the Philadelphia, Pennsylvania office deemed to have agreed with Xxxxx’s calculation of an accounting firm mutually acceptable to Seller all items and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including amounts contained in the Closing Date Working CapitalStatement. If Buyer does not receive a Post-Closing Notice of Disagreement from Seller Representative within such thirty (30) day period, then the amounts set forth in the Closing Statement shall be final, binding become Final and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by BuyerBinding. (c) Within 10 If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the thirtieth (30th) day following Buyer’s delivery of the Closing Statement, then Buyer and Seller Representative shall, during the thirty (30) days following Buyer’s receipt of such Post-Closing Notice of Disagreement, seek to resolve any differences that they may have with respect to the final matters specified in such Post-Closing Notice of Disagreement; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Xxxxx and Xxxxxxx. If Xxxxx and Seller Representative are not able to resolve their differences during such thirty (30) day period, then at the end of such period, Buyer and Seller Representative shall promptly mutually engage and submit for Final and Binding resolution any and all matters related to such Post-Closing Notice of Disagreement that remain in dispute to [Deloitte Touche Tohmatsu Limited], or if [Deloitte Touche Tohmatsu] Limited is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). Each of Buyer and Seller Representative shall make readily available to the Accounting Firm all relevant financial books and records, including any accountants’ work papers (subject to the execution of any access letters that such accountants may require in connection with the review of such work papers) relating to the Closing Statement or the Post-Closing Notice of Disagreement. Buyer and Seller Representative shall enter into a customary engagement letter with the Accounting Firm, which engagement letter shall explicitly provide that, in resolving the amounts in dispute, the Accounting Firm shall (i) consider only those items or amounts disputed by Seller Representative in the Post-Closing Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer on the other hand, or less than the smallest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand; and (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 2.8. The Accounting Firm’s determination will be based solely upon information presented by Xxxxx and Seller Representative, and not on the basis of independent review. Xxxxx and Seller Representative shall cause the Accounting Firm to deliver to Buyer and Seller Representative as promptly as practicable (but in any event within thirty (30) days of its retention) a written report setting forth its determination of the Closing Balance Sheet amounts in dispute. Absent manifest error, the written report prepared by the Accounting Firm shall be Final and Binding and judgment upon the Closing Date Working Capitaldetermination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (x) Xxxxx and Seller Representative shall each be responsible for the fees and expenses of the Accounting Firm pro rata, a final adjustment as between Xxxxx, on the one hand, and Seller Representative, on the other hand, in proportion to the relative difference between the positions taken by Xxxxx and Seller Representative compared to the determination of the Accounting Firm. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 2.8, including fees and expenses of attorneys and accountants, shall be borne and paid by the Party incurring such expense. (e) If the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital finally determined pursuant to this Section 2.8 is less than the Estimated Working CapitalPurchase Price (the absolute value of such difference, the “Closing Payment Shortfall Amount”), then within five (5) Business Days after the Final Resolution Date, Buyer shall be paid, via wire transfer of immediately available funds to an account designated in writing by Buyer, an amount equal to the Closing Payment Shortfall Amount from Sellers and Seller shall promptly Guarantor on a joint and several basis. (f) If the Purchase Price as finally determined pursuant to this Section 2.8 is greater than the Estimated Purchase Price, then within five (5) Business Days after the Final Resolution Date, Buyer and Buyer Guarantor shall, on a joint and several basis, pay, or cause to be paid paid, to Buyer, in cash, Seller Representative an amount equal to the amount of such difference; excess via wire transfer of immediately available funds to an account designated in writing by Seller Representative. (g) If the Purchase Price as finally determined pursuant to this Section 2.8 is equal to the Estimated Purchase Price, there will be no adjustment to the Purchase Price pursuant to this Section 2.8. (h) Any payments made pursuant to this Section 2.8 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes unless otherwise required by Law. (i) any amounts as of the Effective Time that were paid by any Seller or Seller Affiliate prior to the Effective Time and that relate, in whole or in part, to periods ending after the Effective Time, (ii) if any amounts as of the Effective Time that are to be paid by Buyer after the Effective Time and that relate, in whole or in part, to periods prior to the Effective Time, and (iii) any amounts that will become due and payable after the Effective Time and that relate, in whole or in part, to periods prior to the Effective Time, in each case, with respect to (A) the Assumed Contracts (including the Tenant Leases, except for the MPT Leases) and (B) all utilities servicing any of the Purchased Assets, including water, sewer, telephone, electricity and gas service, in each case to the extent not reflected in the Closing Working Capital or otherwise covered by Section 2.8. Any such amounts that are not available to be prorated on the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, similarly prorated as of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities Effective Time as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, soon as applicablepracticable thereafter.

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than the longer of (a) As soon 90 days following the Closing Date or (b) ten (10) Business Days following completion and reconciliation of all physical inventories, Buyer shall prepare in good faith and deliver to Xxxxxx a statement (the “Closing Date Schedule”), setting forth in reasonable detail (x) Buyer’s calculation of, in each case as reasonably practical following of the Adjustment Time, Closing Indebtedness, Closing Cash, Seller Transaction Expenses, and Working Capital (but not more than 60 the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule and GAAP, provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail), and (y) Buyer’s proposed calculation of the Final Adjusted Purchase Price. The Closing Date Schedule will (1) entirely disregard any and all purchase accounting effects on the assets or liabilities of the Sellers as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses), (2) entirely disregard any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Business or their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities and (3) be based on facts and circumstances as they exist prior to the Adjustment Time and shall entirely disregard any change in Legal Requirements or GAAP (or interpretation or enforcement thereof) or any other act, decision or event occurring on or after the Closing. Following the Closing, Buyer shall provide Xxxxxx and its Representatives timely reasonable access to the records, work papers and supporting documentation used by Buyer in the preparation of the Closing Date Schedule and shall cause the personnel of the Business to cooperate with the Sellers in connection with its review of the Closing Date Schedule. Within ninety (90) days after) of the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet the parties will conduct a physical review of all inventory of the ACBR Entities Business as of the Closing Date (in all locations at which inventory is located. Any discrepancies between the “Closing Balance Sheet”)physical count and the accounting records will be assumed to have existed at the Adjustment Time unless evidence can be provided that the discrepancy occurred after the Adjustment Time. The Closing Balance Sheet will reflect the Adjustments and, except physical inventory for the AdjustmentsXxxxxxxxx Steam Trap product line will occur upon receipt of such inventory in the Xxxxxx Facility. 18 (ii) The Sellers may dispute any amounts reflected on the Closing Date Schedule by notifying Buyer in writing of each disputed item, will be prepared specifying the amount thereof in accordance with GAAP dispute and on a setting forth, in reasonable detail, the basis consistent with the Financial Information for such dispute, within 30 days of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as Buyer’s delivery to Xxxxxx of the Closing Date (Schedule. If the “Closing Date Working Capital”). (b) The Closing Balance SheetSellers deliver a notice of disagreement within such 30 day period, including the Closing Date Working CapitalSellers and Buyer shall, shall become final and binding upon during the parties unless within 60 30 days following such delivery (or such longer period as they may mutually agree), each use reasonable best efforts to reach agreement on the Closing Date, Seller and Buyer have been unable disputed items or amounts in order to agree on a final Closing Balance Sheet, including finally determine the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology amounts set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth Closing Date Schedule. If Xxxxxx and Buyer are unable to reach agreement concerning any items on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance SheetSchedule during such 30 day period, as applicablethey shall promptly thereafter submit the dispute to the Accounting Arbitrator for resolution pursuant to Section 2.3(e).

Post-Closing Adjustment to Purchase Price. (ai) As soon promptly as reasonably practical following practicable, but in no event later than sixty (but not more than 60 days after60) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller Buyer shall prepare and Buyer have been unable deliver to agree on the Sellers’ Representative a final statement (the “Closing Balance SheetDate Schedule”) setting forth Buyer’s good faith calculation of (A) Company Debt, including together with a description and the amount of each element thereof; (B) Closing Cash, together with a description and the amount of each element thereof; (C) Sellers Transaction Expenses, together with a description and the amount of each element thereof; and (D) Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto as Exhibit C). If Bxxxx fails to deliver the Closing Date Schedule to the Sellers’ Representative within such sixty (60) day period, the Initial Closing Statement shall be deemed final, conclusive and binding on all of the parties hereto. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, in Closing Cash, Company Debt and Sellers Transaction Expenses), and (ii) any of the plans, transactions, or changes which case Seller Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its business or assets. Following the Closing, Buyer shall provide the Sellers’ Representative and its Representatives timely reasonable access to the records, properties and personnel of the Company Members and Buyer relating to the preparation of the Closing Date Schedule. (ii) The Sellers’ Representative may dispute any amounts reflected on the Closing Date Schedule by notifying Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) days of Buyer’s delivery to the Sellers’ Representative of the Closing Date Schedule. If the Sellers’ Representative does not deliver a notice of disagreement to Buyer within such thirty (30) day period, the Closing Date Schedule shall be deemed final, conclusive and binding on all of the parties hereto. If the Sellers’ Representative delivers a notice of disagreement within such thirty (30) day period, the Sellers’ Representative and Buyer may, during the thirty (30) days following such delivery (or such longer period as they may mutually agree), negotiate in good faith to resolve any differences for an additional 30 days. If by reach written agreement on the end of disputed items or amounts in order to finally determine the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology amounts set forth on the Reference Balance SheetClosing Date Schedule. If the Sellers’ Representative and Buyer are unable to reach agreement concerning all items on the Closing Date Schedule during such thirty (30) day period, of they shall promptly thereafter submit the current assets of dispute to the ACBR Entities Accounting Arbitrator for resolution pursuant to Section 2.4(f). (other than Excluded Assetsiii) minus the current liabilities of the ACBR Entities as The amounts set forth on the Reference Closing Date Balance SheetSchedule shall be deemed final, conclusive and binding on all of the Preliminary Closing Balance Sheet and parties hereto for purposes of this Agreement upon the earlier to occur of (A) the failure of the Sellers’ Representative to notify Buyer of a dispute within thirty (30) days of Buyer’s delivery of the Closing Date Balance SheetSchedule as set forth in Section ‎2.4(e)(iii) above, as applicable(B) the mutual written resolution of all disputes pursuant to Section ‎2.4(e)(iii) by Bxxxx and the Sellers’ Representative, and (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.4(f).

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical BAC shall prepare and deliver the Proposed Deposit Date Balance Sheet to GSCNY no later than the end of the one hundred and twenty (120) day period beginning on the first day following (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Proposed Deposit Date Balance Sheet and the Net Working Capital as stated therein shall be deemed to be final, binding and conclusive on the parties (at which time the Proposed Deposit Date Balance Sheet shall be deemed to constitute the Deposit Date Balance Sheet and the Net Working Capital reflected in the Proposed Deposit Date Balance Sheet shall be deemed to be the Deposit Date Net Working Capital) upon the earliest of: (i) the date that GSCNY delivers an Acceptance Notice to BAC; (ii) in the event that GSCNY does not deliver an Acceptance Notice or a Dispute Notice to BAC before the end of the sixty (60) day period beginning on the first day following the date on which the Proposed Deposit Date Balance Sheet is delivered by BAC to GSCNY (the “Objection Period”), the first day following the expiration of such Objection Period; and (iii) in the event that GSCNY delivers a Dispute Notice to BAC within the Objection Period, the date on which all disputes between GSCNY and BAC concerning the amount of the Net Working Capital have been resolved in writing, whether by agreement of BAC and GSCNY or by the Independent Accounting Firm as provided for by Section 2.06(c). (c) During the Objection Period, BAC shall provide GSCNY with reasonable access to all of the applicable documents, books and records used by BAC in preparing the Proposed Deposit Date Balance Sheet. GSCNY shall have the right to either accept or dispute the amounts reflected on the Proposed Deposit Date Balance Sheet, including the Closing amount of the Net Working Capital as reflected therein, by delivering written notice (as applicable, an “Acceptance Notice” or a “Dispute Notice”) to BAC before the expiration of the Objection Period. The Dispute Notice shall identify with reasonable particularity each disputed item on the Proposed Deposit Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including specify the Closing Date Working Capitalamount of such dispute and set forth the general basis for each item in dispute. In the event of such a dispute, in which case Seller GSCNY and Buyer BAC shall negotiate attempt in good faith to resolve reconcile their dispute, and any differences for an additional 30 daysresolution by them as to any disputed items shall be final, binding and conclusive on GSCNY and BAC. If by GSCNY and BAC are unable to reach a resolution of their differences within thirty (30) days following the end of date GSCNY delivers the additional 30 day Dispute Notice to BAC (or such longer period such differences have not been resolvedas they may agree in writing), they then GSCNY and BAC shall be resolved by the Philadelphia, Pennsylvania office of an promptly submit any remaining disputed items to any independent accounting firm of at least regional reputation mutually acceptable to Seller GSCNY and BuyerBAC (the “Independent Accounting Firm”). If any remaining disputed items are submitted to the Independent Accounting Firm for resolution: (i) each party will furnish to the Independent Accounting Firm such workpapers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may reasonably request and are available to such party, and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items and to discuss (in the presence of the other party) the resolution of the disputed items with the Independent Accounting Firm; (ii) the Independent Accounting Firm will use its good faith efforts to resolve the disputed items within thirty (30) days of submission of the disputed items to the Independent Accounting Firm; (iii) the determination by the Independent Accounting Firm, as set forth in a written notice to GSCNY and BAC setting forth the reasons underlying such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capitaldetermination, shall be final, binding and not subject to any appeal. The conclusive on GSCNY and BAC; and (iv) the fees and expenses disbursements of such accounting firm in connection with any such resolution the Independent Accounting Firm shall be paid one-half split equally between BAC on the one hand and Sellers on the other hand. If GSCNY delivers a Dispute Notice to BAC before the expiration of the Objection Period, the Net Working Capital as determined by Seller written agreement of GSCNY and one-half BAC, or as determined by Buyerthe Independent Accounting Firm, shall be deemed to be the Deposit Date Net Working Capital and shall be conclusive and binding on the Sellers and BAC. (cd) Within 10 days following The provisions of this Section 2.07(d) shall apply only in the final determination event that the Purchase Price is not adjusted at Closing in accordance with the provisions of Section 2.06 above. In the Closing Balance Sheet and event that the Closing Deposit Date Net Working Capital is less than the Established Net Working Capital or greater than the Established Net Working Capital, within ten (10) Business Days after the Proposed Deposit Date Balance Sheet is deemed to be final, binding and conclusive on the parties, a final cash adjustment to the amount of the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid made, on a dollar-for-dollar basis, as follows: (i) if in the Closing event that the Deposit Date Net Working Capital is less than the Estimated Established Net Working Capital, then Seller the Sellers shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to pay the Purchasers (allocated between BAC and the Trustee as they may so request) the amount of such differenceby which the Established Net Working Capital exceeds the Deposit Date Net Working Capital, together with interest thereon as determined below in immediately available funds by wire transfer to an account or accounts specified by the Purchasers; and (ii) if in the event that the Deposit Date Net Working Capital is greater than Established Net Working Capital, then the Purchasers shall pay to the Sellers the amount by which the Deposit Date Net Working Capital exceeds the Established Net Working Capital together with interest thereon as provided below in immediately available funds by wire transfer to an account or accounts specified by the Sellers. (e) The provisions of this Section 2.07(e) shall apply only in the event that the Purchase Price is adjusted at Closing in accordance with the provisions of Section 2.06 above. In the event that the Deposit Date Net Working Capital is less than or greater than the Adjusted Established Net Working Capital, within ten (10) Business Days after the Proposed Deposit Date Balance Sheet is deemed to be final, binding and conclusive on the parties, a cash adjustment to the amount of the Purchase Price shall be made, on a dollar-for-dollar basis, as follows: (i) in the event that the Deposit Date Net Working Capital is less than the Adjusted Established Net Working Capital, then the Sellers shall pay the Purchasers (allocated between BAC and the Trustee as they may so request) the amount by which the Adjusted Established Net Working Capital exceeds the Deposit Date Net Working Capital, together with interest thereon as determined below in immediately available funds by wire transfer to an account or accounts specified by the Purchasers; and (ii) in the event that the Deposit Date Net Working Capital is greater than the Estimated Adjusted Established Net Working Capital, Capital then Buyer the Purchasers shall promptly pay, or cause to be paid to Seller, in cash, an amount equal pay to the Sellers the amount of such difference; andby which the Deposit Date Net Working Capital exceeds the Adjusted Net Working Capital together with interest thereon as provided below in immediately available funds by wire transfer to an account or accounts specified by the Sellers. (df) As used hereinThe amount payable by Sellers to the Purchasers or by the Purchasers to Sellers as determined by the provisions of Section 2.07(d) or (e) above, the term “Working Capital” means the calculationas applicable, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and shall bear interest from the Closing Date Balance Sheet, as applicableto the date that any such payment is made at an annual rate equal to five percent (5%).

Post-Closing Adjustment to Purchase Price. (a) As soon Within 90 days after the Closing, Citizens shall prepare and deliver to Parent and IAWC a Statement of Net Assets (the "Closing Statement of Net Assets") which reflect the Acquired Assets, as reasonably practical following (but not more than 60 days after) of 11:59 p.m. on the Closing Date, Seller based on actual financial performance and Buyer shall jointly prepare calculated in the same manner, utilizing the same accounting principles, policies and methods utilized in preparing the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999), together with (A) an unaudited consolidated balance sheet audit report of Seller's Accountants stating that the Closing Statement of Net Assets have been prepared utilizing the same accounting principles, policies and methods used in the preparation of the ACBR Entities as Interim Statement of Net Assets and (B) a calculation of Citizens' determination of the amount of increase or decrease in the amount of the Acquired Assets of the Business from the Interim Statement of Net Assets Date to the Closing Date which is derived from the Closing Statement of Net Assets (the “Closing Balance Sheet”"Seller's Adjustment Amount"). The Closing Balance Sheet will reflect Statement of Net Assets shall not give effect to any purchase accounting Illinois treatment arising from Parent's and IAWC's purchase of their respective Acquired Assets. IAWC and Parent shall pay the Adjustments andfees and expenses of Seller's Accountants incurred in connection with this Section 2.6.4, except for each bearing the Adjustmentssame proportion of such fees and expenses as its respective portion of the Purchase Price bears to the total Purchase Price. Parent and IAWC agree to cooperate, will be prepared and agree to cause IAWC's Accountants to cooperate, with Citizens and Seller's Accountants in accordance with GAAP and on a basis consistent connection with the Financial Information preparation of the ACBR EntitiesClosing Statement of Net Assets, and related information, and shall provide to Citizens and Seller's Accountants such books, records and information as may be reasonably requested from time to time, including the work papers of IAWC's Accountants. The Closing Balance Sheet Citizens will set forth give Parent and IAWC and their representatives access during the actual amount normal business hours of Working Capital Citizens to the personnel, books and records of Citizens and the work papers of Seller's Accountants to assist Parent and IAWC in the review of the ACBR Entities Closing Statement of Net Assets and related matters. Parent and IAWC agree that, following the Closing through the date on which the Closing Statement of Net Assets are delivered, they will not take any actions with respect to any accounting books, records, policies or procedures on which the Closing Statement of Net Assets are to be based that would make it impossible or impracticable to calculate the Acquired Assets in the manner and utilizing the methods required hereby. Without limiting the generality of the foregoing, no changes shall be made in any reserve or other account existing as of the Closing Date (date of the “Closing Date Working Capital”)Interim Statement of Net Assets except in the ordinary course or as a result of events occurring after the date of the Interim Statement of Net Assets and, in such event, only in a manner consistent with past practices of Seller. (b) The Closing Balance Sheet, including Parent and IAWC may dispute any amounts reflected on the Closing Date Working CapitalStatement of Net Assets, in the Seller's Adjustment Amount or in the Statement of Certain Assumed Liabilities, provided, however, that Parent or IAWC shall become final notify Citizens in writing of each disputed amount, and binding upon specify the parties unless amount thereof in dispute and the basis of such dispute, within 60 30 days following of the Parent's or IAWC's receipt of the Closing Date, Seller Statement of Net Assets and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional Seller's Adjustment Amount (such 30 day period such differences have not been resolved, they shall be resolved by hereinafter referred to as the Philadelphia, Pennsylvania office "Review Period"). In the event of an accounting firm mutually acceptable a dispute with respect to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working CapitalStatement of Net Assets, the Seller's Adjustment Amount or the Statement of Certain Assumed Liabilities, Parent, IAWC and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and not subject conclusive on the parties. If Parent, IAWC and Seller are unable to reach a resolution of such differences within 30 days of receipt of Parent's or IAWC's written notice of dispute to Seller, then Parent, IAWC and Seller shall submit the amounts remaining in dispute (together with any appealamounts remaining in dispute pursuant to Section 2.6.4(b) of each of the Related Purchase Agreements) for resolution to an independent accountant firm of national reputation mutually appointed by Seller, Parent, and IAWC (such independent accounting firm being herein referred to as the "Third Accounting Firm"), which shall be requested to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Third Accounting Firm shall be allocated between Parent and IAWC on the one hand and Seller Parties on the other hand so that the Seller Parties' share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Parent and IAWC to the Third Accounting Firm that is unsuccessfully disputed by Parent and IAWC (as finally determined by the Third Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by Parent and IAWC to the Third Accounting Firm. Parent and IAWC shall pay the fees and expenses of such accounting firm IAWC's Accountants incurred in connection with any such this Section 2.6.4(b). Seller's Adjustment Amount, if there are no Illinois disputes with respect thereto, or Seller's Adjustment Amount as adjusted after the resolution of all disputes with respect thereto in accordance herewith, shall be paid one-half by Seller and one-half by Buyerreferred to as the "Final Net Asset Adjustment." (c) Within 10 If the Base Cash Purchase Price plus (or minus, if negative) the Final Net Asset Adjustment exceeds the Initial Cash Payment, then within five (5) business days following the after final determination of the Closing Balance Sheet thereof Parent and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) IAWC shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then pay Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if excess together with interest thereon for the period commencing on the Closing Date Working Capital is greater than through the Estimated Working Capitaldate of payment calculated at the Prime Rate in cash by federal or other wire transfer of immediately available funds, or certified or bank cashier's check. If the Initial Cash Payment exceeds the sum of the Base Cash Purchase Price plus (or minus, if negative) the Final Net Asset Adjustment, then Buyer within five (5) business days after final determination thereof Seller shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to pay Parent and IAWC the amount of such difference; and (d) As used herein, excess together with interest thereon for the term “Working Capital” means the calculation, using the same methodology set forth period commencing on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheetthrough the date of payment calculated at the Prime Rate in cash by federal or other wire transfer of immediately available funds, as applicableor certified or bank cashier's check. The amount paid by or to Parent and/or IAWC under this Section 2.6.5(c) shall be based on the appropriate adjustments to the prices of the Acquired Assets being acquired by each of Parent and IAWC, respectively.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following Within ninety (but not more than 60 90) days after) subsequent to the Closing Date, Seller the Purchasers shall prepare and Buyer shall jointly prepare an unaudited consolidated balance sheet deliver to the Sellers a statement setting forth the net book value of the ACBR Entities Inventory as of the close of business of the Business Day immediately preceding the Closing Date (the “Closing Balance SheetInventory Statement”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will which statement shall be prepared in accordance with GAAP the Inventory Methodology. In connection with Purchasers’ preparation of such Closing Inventory Statement in accordance with this Section 2.7(a), Purchasers shall be permitted, upon reasonable notice to Sellers, at Purchasers’ expense, to conduct a physical inventory count, during normal business hours, at locations of Sellers where such Inventory is held. Any fees and on a basis consistent with expenses incurred by the Financial Information of Purchasers in preparing the ACBR Entities. The Closing Balance Sheet will set forth Inventory Statement shall be paid by the actual amount of Working Capital of the ACBR Entities as Purchasers. (b) Upon receipt of the Closing Date Inventory Statement, the Sellers and their accountants and attorneys shall have thirty (30) days to review the Closing Inventory Statement. Unless the Sellers notify the Purchasers to the contrary in writing within such thirty (30) day period pursuant to Section 2.7(c), the Sellers shall be deemed to have accepted the Closing Inventory Statement and such Closing Inventory Statement shall be conclusive and binding on the Sellers. Any fees and expenses incurred by the Sellers in undertaking such review shall be paid by the Sellers. (c) If the Sellers take exception to any aspect of the Closing Inventory Statement or the preparation thereof, the Sellers shall notify the Purchasers of such exception in writing on or prior to the thirtieth (30th) day after the Sellers’ receipt of the Closing Inventory Statement. The exception or exceptions will then be submitted in writing to executive officers of Orthofix and the Vascular Therapies business unit of Covidien LP for resolution. If the executive officers are unable to resolve the exception or exceptions within thirty (30) days after receipt of the notice specified in the first sentence of this Section 2.7(c) (the “Resolution Period”), such exception or exceptions shall be submitted to a firm of nationally recognized independent public accountants (the “Neutral Auditors”) selected by mutual agreement of the Purchasers and the Sellers within five (5) days after the expiration of the Resolution Period or, in the absence of such mutual agreement, by a firm of nationally recognized independent public accountants selected by lot after eliminating Orthofix’s principal outside accountants and the Purchasers’ principal outside accountants. Each party agrees to execute a reasonable engagement letter, if requested to do so by the Neutral Auditors. All fees and expenses relating to the work performed by the Neutral Auditors shall be shared equally between the Sellers and the Purchasers. The Neutral Auditors, within thirty (30) days after their selection, shall make a determination of all issues in dispute, which determination shall be set forth in a written statement delivered to the Purchasers and the Sellers and shall be binding and conclusive on the Purchasers and the Sellers, absent fraud or manifest error. (d) If the Closing Inventory Value, as determined pursuant to this Section 2.7, is less than the Pre-Closing Inventory Value, the Purchase Price shall be reduced by an amount equal to the difference of (i) the Pre-Closing Inventory Value minus (ii) the Closing Inventory Value (the “Closing Date Working CapitalInventory Deficit Amount”). (be) The Closing Balance Sheet, including If the Closing Date Working CapitalInventory Value, shall become final and binding upon as determined pursuant to this Section 2.7, is greater than the parties unless within 60 days following the Pre-Closing DateInventory Value, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, increased by an amount equal to the amount difference of such difference; and (i) the Closing Inventory Value minus (ii) if the Pre-Closing Inventory Value (the “Closing Inventory Surplus Amount”). (f) Within five (5) Business Days following the first to occur of (i) the acceptance of the Closing Date Working Capital is greater than Inventory Statement by the Estimated Working CapitalSellers, then Buyer shall promptly payas evidenced by written notice thereof to the Purchasers, (ii) the deemed acceptance of the Closing Inventory Statement by the Sellers pursuant to Section 2.7(b), or cause (iii) the resolution of the parties or the delivery of the statement of the Neutral Auditors pursuant to be paid Section 2.7(c), the Sellers shall pay to Seller, in cash, Covidien LP an amount of cash equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, reduction of the current assets Purchase Price pursuant to Section 2.7(d) or Covidien LP shall pay to the Sellers an amount of cash equal to the amount of the ACBR Entities (other than Excluded Assets) minus the current liabilities increase of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance SheetPurchase Price pursuant to Section 2.7(e), as applicablethe case may be.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following Payment of the Amount of the Working Capital Adjustment. (but not more i) Not later than 60 three (3) business days after) prior to the Closing Date, Seller have prepared in good faith and Buyer shall jointly prepare an unaudited consolidated delivered to Purchaser a balance sheet of the ACBR Entities Seller estimated as of the Closing Date and a written estimate of Closing Date Working Capital, which shall have been approved by Purchaser on or prior to the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Estimated Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Estimated Closing Date Working Capital is less than the Target Amount, the Closing Cash Payment shall be decreased by the amount of any such difference (the “Estimated Working Capital Deficiency”), as set forth in Section 1.6(a). If the Estimated Closing Date Working Capital is greater than the Target Amount, the Closing Cash Payment shall be increased by the amount of any such difference (the “Estimated Working Capital Surplus”), as set forth in Section 1.6(a). (ii) Not later than ten (10) business days after the Closing Date Working Capital is finally determined pursuant to Section 1.7(b), (A) Seller shall cause the Escrow Agent to disburse to Purchaser, out of the Escrow Amount held by the Escrow Agent under the Escrow Agreement, the amount, if any, by which Closing Date Working Capital, then as finally determined in accordance with Section 1.7(b), is less than Estimated Closing Date Working Capital (the “Underpayment”) (and to the extent that the amount disbursed to Purchaser from escrow pursuant to this clause (A) is less than the Underpayment, Seller shall promptly payand the Member Parties jointly and severally agree to pay to Seller the difference between the amount disbursed from escrow to Purchaser and the Underpayment), or cause (B) Purchaser shall pay to be paid to BuyerSeller the amount, in cashif any, an amount equal to the amount of by which such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Closing Date Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical No later than the end of the 60-day period beginning on the first day following (but not more than 60 days after) the Closing Date, Seller Purchaser shall cause the Company to prepare and Buyer shall jointly prepare an unaudited consolidated balance sheet deliver to Seller: (i) the Proposed Closing Balance Sheet; and (ii) a reasonably detailed calculation by Purchaser of the ACBR Entities Net Working Capital as of the Closing Date (the “Net Working Capital Calculation”), prepared based on the Proposed Closing Balance Sheet”). The For illustration purposes, a sample Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information calculation of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Net Working Capital”, based upon the Most Recent Balance Sheet, are attached hereto as Schedule 2.07(a). (b) The Proposed Closing Balance SheetSheet and the Net Working Capital as stated in the Net Working Capital Calculation shall be deemed to be final, including binding and conclusive on the Parties (at which time the Proposed Closing Balance Sheet shall be deemed to constitute the Closing Date Balance Sheet and the Net Working Capital reflected in the Net Working Capital Calculation shall be deemed to be the Closing Net Working Capital, shall become final and binding ) upon the parties unless within 60 days earliest of: (i) in the event that Seller does not dispute the amounts reflected on the Proposed Closing Balance Sheet or the calculation of the Net Working Capital Calculation, by delivering written notice (a “Dispute Notice”) of any such objection to Purchaser before the end of the 15-day period beginning on the first day following the date on which the Proposed Closing DateBalance Sheet is delivered by Purchaser to Seller (such period being hereinafter the “Objection Period”), the first day following the expiration of such Objection Period; and (ii) in the event that Seller delivers a Dispute Notice to Purchaser within the Objection Period, the date on which all disputes between Purchaser and Buyer Seller concerning the amount of the Net Working Capital as of the Closing have been unable resolved in writing, whether by agreement of Purchaser and Seller or by the Independent Accounting Firm as provided for by Section 2.07(c) hereof. (c) During the Objection Period, Purchaser shall provide Seller with access to agree on a final all of the documents, schedules, memoranda, books and records used by Purchaser or its Representatives in preparing the Proposed Closing Balance SheetSheet and the Net Working Capital Calculation and any other information of the Company specifically related to the Proposed Closing Balance Sheet or the calculation of the Net Working Capital which Seller may reasonably request and Purchaser shall, including and shall cause its Representatives to, cooperate reasonably with Seller in connection therewith. Seller shall have the right to dispute the amounts reflected on the Proposed Closing Date Balance Sheet or the calculation of the Net Working CapitalCapital Calculation, in which case by delivering a Dispute Notice to Purchaser before the expiration of the Objection Period. In the event of such a dispute, Purchaser and Seller and Buyer shall negotiate attempt in good faith to resolve reconcile their dispute, and, any differences for an additional 30 days. If written resolution by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable them as to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, any disputed items shall be final, binding and not subject conclusive on Purchaser and Seller. If Purchaser and Seller are unable to reach a resolution of their differences within fifteen (15) days following the date Seller delivers the Dispute Notice to Purchaser, then either Purchaser or Seller may thereafter submit any appealremaining disputed items to an independent accounting firm of national reputation mutually approved by Purchaser and Seller (the “Independent Accounting Firm”). In such event, the Independent Accounting Firm shall consider only those items and amounts as to which Purchaser and Seller have disagreed within the time periods and on the terms specified above. The Independent Accounting Firm may rely only upon GAAP and other information submitted to it by Purchaser and Seller. The Independent Accounting Firm shall be instructed to use reasonable best efforts to deliver to Purchaser and Seller a written decision setting forth the resolution of each disputed matter within thirty (30) days of submission of the Proposed Closing Balance Sheet and Net Working Capital Calculation to it and, in any case, as promptly as practicable after such submission. In the absence of fraud or manifest error, the decision by the Independent Accounting Firm of such disputed matters shall be conclusive and binding upon Purchaser and Seller and may be entered and enforced in any court having jurisdiction. Purchaser and Seller agree that the procedures set forth in this Section 2.07 for resolving disputes with respect to the Proposed Closing Balance Sheet and the calculation of Net Working Capital as of the Closing shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit any Party from instituting litigation to enforce any decision by the Independent Accounting Firm made pursuant to the terms of this Agreement in any court of competent jurisdiction. Any fees and expenses disbursements of the Independent Accounting Firm shall be borne (i) by Seller in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by Purchaser (as finally determined by the Independent Accounting Firm or as otherwise mutually agreed) bears to the aggregate dollar amount of all disputed items and (ii) by Purchaser in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Purchaser (as finally determined by the Independent Accounting Firm or as otherwise mutually agreed) bears to the aggregate amount of all disputed items. (For example, if the Parties dispute $1,000,000 of proposed adjustment to be paid by Seller, and the Independent Accounting Firm determines that such accounting firm adjustment should be $400,000, and the fees and disbursements of the Independent Accounting Firm in connection with any the dispute are $100,000, then Seller shall pay $40,000 (40%) and Purchaser shall pay $60,000 (60%) of such amount). If Seller delivers a Dispute Notice to Purchaser before the expiration of the Objection Period, the Proposed Closing Balance Sheet and Closing Net Working Capital, as adjusted to reflect the resolution of the dispute between Purchaser and Seller (whether such resolution arises as a result of an agreement between Purchaser and Seller or a determination of the Independent Accounting Firm) shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of deemed to be the Closing Balance Sheet and Closing Net Working Capital and shall be conclusive and binding on Seller and Purchaser. (d) In the event that the Closing Date Net Working Capital as finally determined pursuant to this Section 2.07 is less than the Target Net Working Capital, a final adjustment within ten (10) Business Days after the Closing Net Working Capital is deemed to be final, binding and conclusive on the Parties, Seller shall pay to Purchaser the amount of any such difference. The amount, if any, which is payable by Seller to Purchaser pursuant to the preceding sentence shall be paid in immediately available funds by certified or official bank check or by wire transfer to an account specified by Purchaser in writing. (e) In the event that the Closing Net Working Capital as finally determined pursuant to this Section 2.07 is greater than the Target Net Working Capital, within ten (10) Business Days after the Closing Net Working Capital is deemed to be final, binding and conclusive on the Parties, Purchaser shall pay to Seller the amount of any such excess. The amount, if any, which is payable by Purchaser to Seller by the preceding sentence shall be paid in immediately available funds by certified or official bank check or by wire transfer to an account specified in writing by Seller. (f) The Purchase Price (Price, increased or decreased as provided for in this Section 2.07 is referred to for purposes of this Agreement as the “Final Purchase Price AdjustmentPrice”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (commercially ----------------------------------------- reasonable after the Closing, but not more than in any event within 60 days after) after the Closing DateClosing, the Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments andprepare, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent consistently applied in all material respects with the Audited Financial Information Statements, a statement of assets and liabilities of the ACBR Entities. The Division as of March 31, 1998 (the "Closing Date Balance Sheet will set forth the actual amount of Working Capital Sheet") which shall include a description of the ACBR Entities as material transactions between the Seller and the Division. If the amount obtained from subtracting (i) the Assumed Liabilities, plus an interest factor equal to $5,356 multiplied by the number of days remaining in the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheetmonth of March 1998, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree from (ii) the Purchased Assets as at the end of business on a final Closing Balance Sheet, including the Closing Date Working CapitalBalance Sheet is less than $5,448,700 (such amount is subject to final adjustment, in which case Seller and Buyer employing the same methodologies, upon the delivery of the audit opinion covering the Audited Financial Statements), such amount (such deficiency amount, if any, is referred to as the "Net Worth Deficiency"), shall negotiate in good faith to resolve any differences for an additional 30 daysbe deducted from the Purchase Price. If by the amount obtained from subtracting (i) the Assumed Liabilities (such amount is subject to final adjustment upon the delivery of the audit opinion covering the Audited Financial Statements) from (ii) the Purchased Assets as at the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including business on the Closing Date Working CapitalBalance Sheet is greater than $5,448,700 (such amount is subject to final adjustment, employing the same methodologies, upon the delivery of the audit opinion covering the Audited Financial Statements), such amount (such excess amount, if any, is referred to as the "Net Worth Excess") shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment added to the Purchase Price (Price, less the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, foregoing interest factor set forth in cash, an amount equal this Section 2.6(i). Notwithstanding anything in this Section 2.6 to the amount of such difference; contrary, if there is any Net Worth Deficiency or Excess, and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth any party hereto disputes any item contained on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, such party shall notify the other parties in writing of each disputed item, and specify the amount thereof in dispute within 30 business days after the delivery of the Closing Date Balance Sheet. If the parties cannot resolve any such dispute which would eliminate or reduce the amount of the Net Worth Deficiency or Excess, as applicable, then such dispute shall be resolved by an Independent Accounting Firm. The determination of the Independent Accounting Firm shall be made as promptly as practicable and shall be final and binding on the parties, absent manifest error which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm shall be allocated between the Buyer and the Seller so that the Seller's share of such costs shall be in the same proportion that the aggregate amount of the disputed amounts submitted to the Independent Accounting Firm that are unsuccessfully disputed by the Seller (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts so submitted to the Independent Account Firm. Upon the final resolution of any Net Worth Deficiency or Excess in accordance with this Section 2.6, the amount of such Net Worth Deficiency or Excess shall be paid to the Buyer or the Seller as applicable within 5 business days after such final resolution. If such final resolution results in a Net Worth Deficiency, the Buyer and the Seller shall instruct the Escrow Agent to distribute (i) that portion of the Holdback to the Buyer for the purpose of satisfying such Net Worth Deficiency and (ii) any remaining balance of the Holdback to the Seller. Because the Closing Date may precede March 31, 1998, the end of the Buyer's fiscal year, and the intent of the parties is for the earnings, if any, that accrue during the period (the "Stub Period") between the Closing Date and March 31, 1998 are to accrue to the benefit of the Seller and the losses, if any, that accrue during the Stub Period are to accrue to the detriment of the Seller, during the Stub Period, the Business shall be operated by the DHL and DHFL in the ordinary course and neither DHL or DHFL shall make any distributions of any Assets associated with the Business or incur any intercompany or other Liability with any Affiliate.

Post-Closing Adjustment to Purchase Price. (ai) As soon promptly as reasonably practical practicable, but in no event later than seventy-five (75) days following (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly in good faith prepare an unaudited and deliver to the Seller Representative a statement (the “Closing Date Schedule”) setting forth in reasonable detail (x) a consolidated balance sheet of the ACBR Entities Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”)) and (y) Buyer’s calculation of, in each case as of the Adjustment Time, Company Debt, Closing Cash and ​ ​ ​ Seller Transaction Expenses. The Closing Balance Sheet Date Schedule will reflect entirely disregard (i) any and all purchase accounting effects on the Adjustments and, except for assets or Liabilities of the Adjustments, will be prepared Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in accordance with GAAP and on a basis consistent connection with the Financial Information consummation of the ACBR Entities. The Closing Balance Sheet will transactions contemplated hereby (except to the extent set forth in the actual amount of Working Capital definitions of the ACBR Entities as terms Closing Cash, Company Debt and Seller Transaction Expenses), and (ii) any of the plans, transactions, or changes which the Buyer initiates or makes or causes to be initiated or made after the Closing with respect to the Company or its business or assets. Following the Closing, the Buyer shall provide the Seller Representative and its representatives timely reasonable access, during normal business hours and upon reasonable notice, to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company relating to the preparation of the Closing Date (Schedule and shall cause the “personnel of the Company to cooperate with the Seller Representative in connection with its review of the Closing Date Working Capital”Schedule. (ii) The Seller Representative may dispute any amounts reflected on the Closing Date Schedule by notifying the Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) days of Buyer’s delivery to the Seller Representative of the Closing Date Schedule. If the Seller Representative delivers a notice of disagreement within such thirty (30) day period, the Seller Representative and Buyer shall, during the thirty (30) days following such delivery (or such longer period as they may mutually agree), each use reasonable efforts to reach an agreement on the disputed items or amounts in order to finally determine the amounts set forth on the Closing Date Schedule. If the Seller Representative and Buyer are unable to reach an agreement concerning any items on the Closing Date Schedule during such thirty (30) day period, they shall promptly thereafter (but in any event within ten (10) days) submit the dispute to the Accounting Arbitrator for resolution pursuant to Section (f). (biii) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology amounts set forth on the Reference Balance Sheet, Closing Date Schedule shall be deemed conclusively determined for purposes of this Agreement upon the earlier to occur of (A) the failure of the current assets Seller Representative to notify Buyer of a dispute within thirty (30) days of Buyer’s delivery of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities Closing Date Schedule as set forth on in Section 2.5(e)(ii) above, (B) the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet mutual written resolution of all disputes pursuant to Section 2.5(e)(ii) by Buyer and the Closing Date Balance SheetSeller Representative, as applicableand (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.5(f).

Post-Closing Adjustment to Purchase Price. (a) As soon promptly as reasonably practical following (practicable after the Closing, but not in no event more than 60 30 business days after) thereafter, the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet or cause to be prepared and shall deliver to the Seller a reasonably detailed statement and all relevant documentation setting forth the actual, Net Financial Indebtedness, Working Capital, Other Working Capital, Total Gross Fixed Assets and Long Term Liabilities of the ACBR Entities Acquired Companies as of the close of business on the Closing Date (respectively, the “Actual Closing Net Financial Indebtedness”, “Actual Closing Working Capital”, “Closing Other Working Capital”, “Closing Total Gross Fixed Assets” and “Closing Long Term Liabilities”, and such items to be presented collectively as the “Closing Balance SheetAccounts”). The Buyer will prepare the Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis Accounts consistent with the Financial Information basis of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital preparation of the ACBR Entities as Financial Statements, in accordance to GAAP and applied on a consistent basis provided that the Seller Representation and Warranty in Section 2.4 is materially true and correct in all respects. For the avoidance of doubt, the Closing Accounts will include, if applicable, a “Net Realizable Value” provision according to GAAP. Unless, within 10 business days after its receipt of the Closing Date Accounts, the Seller delivers to the Buyer a reasonably detailed statement describing the Seller’s objections to the Closing Accounts (the a “Closing Date Working CapitalAccounts Objection”). (b) The Closing Balance Sheet, including the amount of the Closing Date Working Capital, Accounts shall become be final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableParties.

Post-Closing Adjustment to Purchase Price. (ai) As soon promptly as reasonably practical following (practicable, but not more in no event later than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 90 days following the Closing Date, Buyer shall prepare and deliver to Xxxx a statement (the “Closing Date Schedule”) setting forth in reasonable detail (x) Buyer’s calculation of, in each case as of the Adjustment Time, Company Debt, Closing Cash, Seller Transaction Expenses and Working Capital (the “Closing Working Capital”) (prepared in accordance with the Accounting Principles), and (y) Buyer’s proposed Working Capital Deficiency (if any) or proposed Working Capital Surplus (if any), prepared in each case in accordance with the Accounting Principles. Following the Closing, Buyer have been unable shall provide Xxxx and its Representatives reasonable access to agree on a final Closing Balance Sheetthe records, including properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company Members relating to the preparation of the Closing Date Working Capital, in which case Seller Schedule and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by cause the end personnel of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office Company Members to reasonably cooperate during normal working hours with Xxxx in connection with its review of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by BuyerSchedule. (cii) Within 10 Xxxx may dispute any amounts reflected on the Closing Date Schedule by notifying Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 45 days following the final determination of Buyer’s delivery to Xxxx of the Closing Balance Sheet Date Schedule. If Xxxx delivers a notice of disagreement within such 45-day period, Xxxx and Buyer shall, during the Closing Date Working Capital30 days following such delivery (or such longer period as they may mutually agree), a final adjustment each use reasonable best efforts to reach agreement on the Purchase Price (disputed items or amounts in order to finally determine the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology amounts set forth on the Reference Balance SheetClosing Date Schedule. If Xxxx and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule during such 30-day period, of they shall promptly thereafter submit the current assets of dispute to the ACBR Entities Accounting Arbitrator for resolution pursuant to Section 2.2(e). (other than Excluded Assetsiii) minus the current liabilities of the ACBR Entities as The amounts set forth on the Reference Closing Date Balance Sheet, Schedule shall be deemed conclusively determined for purposes of this Agreement upon the Preliminary Closing Balance Sheet and earlier to occur of (A) the failure of Xxxx to notify Buyer of a dispute within 45 days of Buyer’s delivery of the Closing Date Balance SheetSchedule as set forth in Section 2.2(d)(ii) above, as applicable(B) the mutual written resolution of all disputes pursuant to Section 2.2(d)(ii) by Buyer and Xxxx, and (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.2(e).

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (practical, but not more than in any event within 60 days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet KPMG Peat Marwick, at the direction of the ACBR Entities Selling Entities, shall prepare and deliver to the Buyer (i) an audited statement of net assets sold of Gedco (excluding Fun `N Wheels) as of the Closing Date prepared pursuant to the terms of this Agreement in accordance with Statement on Auditing Standards No. 77, "Special Reports" (the “"Closing Balance Sheet”Statement") and (ii) audited financial statements consisting of the balance sheet of Gedco (excluding Fun `N Wheels) as of December 31, 1997 and the related statements of income and cash flow for the year then ended (the "1997 Financial Statements" and together with the Closing Statement, the "Post-Closing Financials"). The Post-Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will Financials shall be prepared in accordance with GAAP GAAP, consistently applied, using the same methods and on a basis consistent criteria employed in connection with the Financial Information preparation of the ACBR EntitiesAudited Financial Statements. The Closing Balance Sheet will set forth All expenses incurred in connection with the actual amount of Working Capital preparation of the ACBR Entities as Post-Closing Financials shall be the responsibility of the Closing Date (the “Closing Date Working Capital”)Selling Entities. (b) The Post-Closing Balance Sheet, including the Closing Date Working Capital, Financials shall become final and binding upon the parties unless within 60 30 days following their submittal to the Closing DateBuyer, Seller the Buyer notifies the Selling Entities of its objections thereto ("Objection Notice"). If the Buyer delivers an Objection Notice, the Selling Entities and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 daysobjections ("Objections to the Post-Closing Financials"). If by any Objections to the end of the additional 30 day period such differences Post-Closing Financials have not been resolvedresolved within 30 days of the receipt of an Objection Notice, they the Objections to the Post-Closing Financials shall be resolved by a Certified Independent Accounting Firm selected by the PhiladelphiaSelling Entities and the Buyer. If the Selling Entities and the Buyer cannot agree on the choice of such accounting firm, Pennsylvania office the Selling Entities and the Buyer shall meet and at such meeting the Buyer shall choose the Certified Independent Accounting Firm by randomly selecting a piece of an accounting paper from a container holding one piece of paper for each firm mutually acceptable to Seller and Buyerwithin the eligible group of Certified Independent Accounting Firms; provided, and such firm’s opinion thereon however, that the name of any Certified Independent Accounting Firm then engaged by the Selling Entities or the Buyer shall not be included in the container. The decision of the Certified Independent Accounting Firm and the resulting Post-Closing Balance Sheet, including the Closing Date Working Capital, Financials shall be final, binding and not subject to any appeal. The fees Selling Entities and the Buyer shall pay any expenses relating to the engagement of any Certified Independent Accounting Firm, allocated between the Selling Entities and the Buyer so that the Buyer's share of such costs shall be in the same proportion that the aggregate amount of the disputed amounts submitted to such accounting firm in connection with any that are unsuccessfully disputed by the Buyer (as finally determined by such resolution shall be paid one-half by Seller and one-half by Buyeraccounting firm) bears to the total amount of such disputed amounts so submitted to such accounting firm. (c) Within 10 15 days following the final determination of the Post-Closing Balance Sheet and Financials, the Closing Date Working Capital, a final adjustment Escrow Agent shall pay to the Purchase Price (Buyer a portion of the “Final Purchase Price Adjustment”) shall be made and paid Escrow Funds, up to a maximum of $250,000 as follows: set forth in the Escrow Agreement, that is equal, in aggregate, to (i) the amount, if any, by which Working Capital on the Closing Date Working Capital Statement is less than the Estimated Working Capital$175,000, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) the amount, if the Closing Date Working Capital is greater than the Estimated Working Capitalany, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount product of such difference; andthe Percent Shortfall and $2,600,000. (d) As used hereinNothing in this Section 2.9 shall preclude any party from exercising, or shall adversely affect or otherwise limit in any respect the term “Working Capital” means exercise of, any right or remedy available to it hereunder or otherwise for any misrepresentation or breach of warranty hereunder, but neither the calculation, using Buyer nor the same methodology set forth on Selling Entities shall have any right to dispute the Reference Balance Sheet, of Post-Closing Financials or any portion thereof once the current assets of the ACBR Entities (other than Excluded AssetsPost-Closing Financials have been determined conclusively in accordance with Section 2.9(b) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicablehereof.

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to a dollar-for-dollar adjustment as follows: (a) As soon promptly as reasonably practical following (practical, but not more no later than 60 days after) February 14, 2004, the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of and deliver to the ACBR Entities Seller a statement setting forth the Net Working Capital as of the Closing close of business on the Effective Date (the “Closing Balance SheetEffective Net Working Capital Statement”). The Closing Balance Sheet will reflect During the period of any dispute with respect to the application of this Section 3.3(a), the Buyer shall provide the Seller full access to the books, records and facilities of the business, and shall cooperate with the Seller to the extent reasonably requested by the Seller to investigate the basis for such dispute. Not later than 30 calendar days after receipt of the Effective Net Working Capital Statement, the Seller shall provide the Buyer with a list of those items, if any, to which the Seller takes exception and the Seller’s proposed adjustment (the “Proposed Adjustments”). If the Seller fails to deliver to the Buyer the Proposed Adjustments andwithin 30 calendar days following receipt of the Effective Net Working Capital Statement, except the Seller shall be deemed to have accepted the Effective Net Working Capital Statement for the purpose of any Purchase Price adjustment under Section 3.3(b) hereof. If the Buyer does not give the Seller notice of objections within 30 calendar days following receipt of the Proposed Adjustments, the Buyer shall be deemed to have accepted the Proposed Adjustments for the purpose of any Purchase Price adjustment under Section 3.3(b) hereof. If the Buyer gives the Seller notice of objections to the Proposed Adjustments, and if the Buyer and the Seller are unable, within 15 calendar days after receipt by the Seller of the notice by the Buyer of objections, to resolve the disputed exceptions, such disputed exceptions, together with a written summary of the present dispute and a good faith proposal as to what the final determination should be, will be prepared in accordance with GAAP referred to Deloitte & Touche USA LLP or if Deloitte & Touche USA LLP is unwilling or unable to serve, a nationally recognized firm of independent certified public accountants mutually acceptable to the Buyer and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date Seller (the “Closing Date Working CapitalAccounting Firm”). (b) within 15 calendar days thereafter. The Closing Balance SheetAccounting Firm, including which shall act as experts and not arbitrators, and whose determination shall be final and binding, shall, within 60 days following its selection, deliver to the Closing Date Working CapitalBuyer and the Seller a written report determining such disputed exceptions, shall become final and its determinations will be conclusive and binding upon the parties unless within 60 days following thereto for the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve purpose of any differences for an additional 30 daysPurchase Price adjustment under Section 3.3(b) hereof. If by the end The determinations of the additional 30 day period such differences have not been resolved, they Accounting Firm shall be resolved by made in accordance with GAAP consistently applied with the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firmSeller’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appealpast practices. The fees and expenses disbursements of such accounting firm in connection with any such resolution the Accounting Firm shall be paid one-half borne by Seller and one-half by Buyer. (c) Within 10 days following the final determination party whose calculation of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Net Working Capital is less than closely aligns with the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount calculation of such difference; and (ii) if the Closing Date Net Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of as conclusively determined by such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicablefirm.