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

Post-Closing Adjustment to Purchase Price. Within thirty (30) days after the Closing Date, Seller shall deliver to Purchaser an unaudited Balance Sheet Report and an income statement of the Business, prepared as of the Effective Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with 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 Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the 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 delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, 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 resolution. 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by 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 Financial Statements, 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 amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.

Post-Closing Adjustment to Purchase Price. Within thirty ninety (3090) calendar days after the Closing Date, Seller shall deliver to Purchaser an the final unaudited Balance Sheet Report and an income statement balance sheet of the Business, prepared Hospitals as of the Effective Closing Date (the "Final Balance Sheet"), which shall include a calculation of Net Working Capital and the Sick Pay Amount as of the Closing Date, shall be prepared by Seller and delivered to Purchaser. The Interim Balance Sheet and the Final Balance Sheet shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheet that affects the calculation of Net Working Capital, Purchaser shall notify Seller in writing (which writing shall contain Purchaser's determination of the amount of the disputed entry) within twenty (20) business days after Purchaser's receipt of the Final Balance Sheet from Seller. If the difference between Seller's and Purchaser's respective calculations of Net Working Capital is equal to or less than one percent (1%) of the amount of Seller's calculation, Seller's calculation shall be conclusive and binding as between Purchaser and Seller. If the difference between Seller's and Purchaser's respective calculations is greater than one percent (1%) of Seller's calculation, and Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then KPMG Peat Marwick, independent certified public accountants (the "Independent Auditor"), shall review the matter in dispute and, acting as experts and not as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the Purchase Price). Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by both Seller and Purchaser in proportion to the relevant amount each party's determination has been modified. Within twenty-five (25) business days after Purchaser's receipt of the Final Balance Sheet from Seller or, if disputed by Purchaser, within five (5) business days after the earlier of (a) the date Purchaser and Seller finally resolve such dispute and recalculate the Purchase Price accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the "Post-Closing Financial StatementsAdjustment Date"), which shall be true, complete and correct in all respects and prepared in accordance with 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 Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: either (i) Seller shall pay Purchaser in cash or in other immediately available funds the date the Parties resolve in writing amount of any differences they have with respect to any matter specified decrease in the Notice of DisagreementPurchase Price, or (ii) Purchaser shall pay Seller in cash or in other immediately available funds the date amount of any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified increase in the Notice of DisagreementPurchase Price. IfIf Purchaser or Seller, at the end of such 10-day period (or such longer period of time as the Parties case may agree upon in writing)be, shall fail to make such payment to the Parties have not reached agreement other on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, 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 resolution. 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by 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 Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224)Adjustment Date, then the Purchase Price party failing to receive such amount due to it shall be decreased entitled to receive interest on such unpaid amount at a per annum rate equal to the prime rate reported by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.Wall Street Journal under

Post-Closing Adjustment to Purchase Price. Within thirty (30i) As soon as practicable, but in any event within fifteen (15) days after the Closing Date, Seller Target and Buyer shall jointly prepare and deliver to Purchaser an unaudited Balance Sheet Report a purchase price adjustment calculation (the “Calculation Statement”). The Calculation Statement shall set forth the Working Capital and an income statement of the Business, prepared Net PP&E as of the Effective Date (Closing and any required Purchase Price adjustment. Set forth as Exhibit C hereto is an illustrative Calculation Statement as of March 31, 2006. The Working Capital and the "Post-Closing Financial Statements"), which Net PP&E shall be true, complete and correct in all respects and prepared calculated in accordance with the Company's historical policies GAAP (as consistently applied by Target) and procedures, consistently applied, Target’s past practices and certified as true, complete methodology. Target and correct by Seller, Xx. Xxxxxxxx and Xx. Xxxxxx. These Post-Closing Financial Statements Buyer 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 cooperate in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have all reasonable respects with respect to the preparation of the Calculation Statement and shall use reasonable efforts to resolve any matter specified in dispute that may arise regarding the Notice of DisagreementCalculation Statement and any adjustments or proposed adjustments thereto. In the event that, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator fifteenth day (as defined below15th) after the Closing Date, Target and Buyer are unable to resolve any dispute with respect to the preparation of the Calculation Statement and/or any adjustments or proposed amendments thereto, the dispute, upon written request of either Target or Buyer, shall be referred to representatives of the parties for decision, each party being represented by a senior executive officer (the “Negotiating Representatives”). During the 10-day period following the delivery of a Notice of Disagreement, the Parties The Negotiating Representatives shall seek promptly meet in good faith to resolve in writing any differences which they may have the dispute. If the Negotiating Representatives do not agree upon a complete resolution of the dispute within (30) days after reference of the matter to them, then Target and Buyer agree that a mutually acceptable nationally recognized independent accounting firm or other mutually acceptable nationally recognized financial services provider (“Independent Auditors”) shall make the final determination with respect to the Calculation Statement and any matter specified proposed adjustments or amendments thereto in light of the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies terms and provisions of this Agreement, . Buyer and Target shall use their commercially reasonable efforts to select the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, Independent Auditors within five ten (510) days following of the expiration of such 10-thirty (30) day period (or any agreed upon extension thereof), and to an arbitrator (cause the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and Independent Auditors to resolve 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 disagreements as soon as practicable following the date practicable, but in any event within sixty (60) days after submission of the submission dispute to the ArbitratorIndependent Auditors. The cost of any arbitration (including the fees decision of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 Independent Auditors shall be borne final and binding on Target and Buyer. Target and Buyer shall each pay one-half by Purchaser and one-half by Seller. The of the Independent Auditors' fees and disbursements of Seller's independent auditors and counsel incurred expenses in connection with this SECTION 7.2 §2(i)(i). Calculation Statement as finally determined pursuant to this §2(i)(i) shall be borne by Seller, referred to as the “Final Calculation Statement” and the fees Working Capital 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 Net PP&E in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price Calculation Statement shall be decreased by referred to as the amount of any deficiency, or increased by “Final Working Capital” and the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase“Final Net PP&E”.

Post-Closing Adjustment to Purchase Price. Within thirty (30) As soon as practicable, ----------------------------------------- but in any event within 30 days after the Closing, the Buyer shall engage Xxxxxx Xxxxxxxx LLP to prepare, in accordance with GAAP (applied in a manner consistent with the Audited Financial Statements), a balance sheet of each Company (the "Closing Date, Seller shall deliver to Purchaser an unaudited Date Balance Sheet Report and an income statement of the Business, prepared Sheets") as of the Effective end of the business on September 30, 1996. If the aggregate shareholders' equity as shown on the Closing Date Balance Sheets is less than $1,350,000 (such amount is referred to as the "Net Worth Deficiency"), within ten business days after delivery of the Post-Closing Balance Sheets to the Companies, the Companies shall pay the Buyer by wire transfer of immediately available funds an amount equal to the Net Worth Deficiency. If the aggregate shareholders' equity as shown on the Closing Date Balance Sheets is greater than $1,350,000 (such amount is referred to as the "Net Worth Excess"), within ten business days after delivery of the Post-Closing Balance Sheets to the Companies, the Buyer shall pay to the Companies by wire transfer of immediately available funds an amount equal to the Net Worth Excess. Notwithstanding anything in this Section 2.6 to the contrary, if there is any Net Worth Deficiency or Net Worth Excess and the parties hereto dispute any item contained on the Closing Date Balance Sheets, the party disputing such item shall notify the other party in writing of each disputed item, and specify the amount thereof in dispute within thirty business days after the delivery of the Closing Balance Sheets. If the Buyer and the Companies cannot resolve any such dispute which would eliminate or reduce the amount of the Net Worth Deficiency or Net Worth Excess, as applicable, then the amount to which there is no dispute promptly shall be paid and the amount in dispute shall be resolved by an independent nationally recognized accounting firm which is reasonably acceptable to the Buyer and the Companies (the "Post-Closing Financial StatementsIndependent Accounting Firm"), which . The determination of the Independent Accounting Firm shall be true, complete made as promptly as practical and correct in all respects and prepared in accordance with 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 be final and binding on the Parties on the 15th day following receipt thereof parties, absent manifest error which error may only be corrected by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such dateIndependent Accounting Firm. Any Notice expenses relating to the engagement of Disagreement the Independent Accounting Firm shall specify in detail be allocated between the nature Buyer and the Companies so that the Companies share of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements such costs shall become final and binding upon the 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 be in the Notice same proportion that the aggregate amount of Disagreement, or (ii) the date any disputed matters amounts submitted to the Independent Accounting Firm that are finally resolved in writing unsuccessfully disputed by the Arbitrator Companies (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, 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 resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon finally determined 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 Independent Accounting Firm) bears to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by 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 Financial Statements, 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 amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the total amount of such decreasedisputed amounts so submitted to the Independent Account Firm. Any increase in All distributions made by the Purchase Price Companies prior to the Closing Date shall be effected by Purchaser immediately delivering deemed to Sellerhave been made on or before September 30, in cash 1996 for purposes of this calculation regardless of when declared or by certified made. The parties acknowledge that all profits and losses of the Companies realized after the close of business on September 30, 1996 will accrue to the benefit or cashier's check or other immediately available fundsdetriment of the Buyer, as applicable. In this regard, for tax purposes, the amount of Companies shall operate the Businesses as agents for the Buyer and the Buyer, as principal, shall recognize all such increaseincome, profit, losses and expenses.

Post-Closing Adjustment to Purchase Price. Within thirty (30) days after the Closing Date, Seller Mr. Olivier shall deliver to Purchaser an unaudited Balance Sheet Report balance sheet and an income statement xxxxxx xxxxement of the Business, prepared as of the Effective Date February 28, 1997 (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and proceduresgenerally accepted accounting principles, consistently applied, and certified as true, complete and correct by Seller, Xx. Xxxxxxxx and Xx. XxxxxxSellers. 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 Mr. Olivier prior to such date. Any Notice of Disagreement shall specify in detail specixx xx xxxxxl the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller Mr. Olivier in accordance with this SECTION 7.29.2, then the Post-Closing Financial Xxxxxxxxx Statements shall become final and binding upon the 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 Accounting Firm (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, 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 resolution. The Arbitrator shall be Deloitte & Touche, or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, writing (the "Accounting Firm") for review and all resolution. All proceedings conducted by the Arbitrator Accounting Firm shall be conducted at the offices of the Arbitrator Accounting Firm in San FranciscoOrlando, CaliforniaFlorida. The Arbitrator Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the ArbitratorAccounting Firm. The cost of any arbitration review or resolution (including the fees of the Arbitrator Accounting Firm but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 9.2 shall be borne one-half by Purchaser and one-half by SellerSellers. The fees and disbursements of Seller's Sellers' independent auditors and counsel incurred in connection with this SECTION 7.2 9.2 shall be borne by SellerSellers, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 9.2 shall be borne by Purchaser. The Post-Closing Financial Statements, upon becoming final determination due to lack of objection, written agreement, or arbitration, or in any other manner, are referred to herein as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth book value of Seller, as the Company set forth in the Final Post-Closing Financial Statements, Statements (after giving effect to the Permitted Distributions) is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Million Dollars ($27,2242,000,000), then the Purchase Price shall be decreased reduced by the amount of any deficiencysuch deficiency (the "Deficiency Amount"), or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding and Sellers hereby jointly and severally agree to deliver to Purchaser, in within three (3) business days after the date on which the Post-Closing Financial Statements become final (time being of the essence), cash or by certified or cashier's check or other immediately available funds, funds in an amount equal to the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseDeficiency Amount.

Post-Closing Adjustment to Purchase Price. Within thirty ninety (3090) calendar days after the Closing Date, Seller shall deliver to Purchaser an the final unaudited Balance Sheet Report and an income statement balance sheet of the Business, prepared Hospital as of the Effective Closing Date (the "Final Balance Sheet"), which shall include a calculation of Net Working Capital, Assumed Capital Lease Obligations and the Sick Pay Amount as of the Closing Date, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance Sheet, shall be permitted to review workpapers of Seller or its accountants with respect to the preparation of the Final Balance Sheet and the books and records of Seller reasonably related thereto. The Interim Balance Sheet and the Final Balance Sheet shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheet that affects the calculation of Net Working Capital, Purchaser shall notify Seller in writing (which writing shall contain Purchaser's determination of the amount of the disputed entry) within thirty (30) business days after Purchaser's receipt of the Final Balance Sheet from Seller. If the difference between Seller's and Purchaser's respective calculations of Net Working Capital is equal to or less than five percent (5%) of the amount of Seller's calculation, Seller's calculation shall be conclusive and binding as between Purchaser and Seller. If the difference between Seller's and Purchaser's respective calculations is greater than five percent (5%) of Seller's calculation, and Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then the parties shall mutually select a "Big Six" financial accounting firm other than the two firms then being used by the parties (the "Independent Auditor"). The Independent Auditor shall review the matter in dispute and, acting as experts and not as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the Purchase Price). Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by both Seller and Purchaser in proportion to the relevant amount each party's determination has been modified. In the event that Purchaser disputes the Sick Pay Amount and/or the Assumed Capital Lease Obligation, the parties shall resolve such dispute in substantially the same manner as set forth in this Section 1.4. Within thirty-five (35) business days after Purchaser's receipt of the Final Balance Sheet from Seller or, if disputed by Purchaser, within five (5) business days after the earlier of (a) the date Purchaser and Seller finally resolve such dispute and recalculate the Purchase Price accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the "Post-Closing Financial StatementsAdjustment Date"), which shall be true, complete and correct in all respects and prepared in accordance with 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 Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: either (i) Seller shall pay Purchaser in cash or in other immediately available funds the date the Parties resolve in writing amount of any differences they have with respect to any matter specified decrease in the Notice of DisagreementPurchase Price, or (ii) Purchaser shall pay Seller in cash or in other immediately available funds the date amount of any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified increase in the Notice of DisagreementPurchase Price. IfIf Purchaser or Seller, at the end of such 10-day period (or such longer period of time as the Parties case may agree upon in writing)be, shall fail to make such payment to the Parties have not reached agreement other on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial StatementsAdjustment Date, and then the Notice of Disagreement, party failing to receive such amount due to it shall be submitted, within five (5) days following entitled to receive interest on such unpaid amount at a per annum rate equal to the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon prime rate reported by the Parties in writing, and all proceedings conducted by Wall Street Journal under "Money Rates" on 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by 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 Adjustment Date plus two percent (2%) (or the extent that maximum rate allowed by law, whichever is less) from such defaulting party, such interest accruing on each calendar day after the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, 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 amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount Adjustment Date until payment of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseand all interest thereon is made.

Post-Closing Adjustment to Purchase Price. Within thirty one hundred twenty (30120) calendar days after the Closing Date, Seller shall deliver to Purchaser an the final unaudited Balance Sheet Report and an income statement balance sheets of the Business, prepared Hospitals as of the Effective Closing Date (the "Final Balance Sheets"), which shall include a calculation of Net Working Capital as of the Closing Date, the Assumed Capital Lease Obligations and the Sick Pay Amount, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance Sheets, shall be permitted to review work papers of Seller or its accountants with respect to the preparation of the Final Balance Sheets and the books and records of Seller reasonably related thereto. The Interim Balance Sheets and the Final Balance Sheets shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheets that affects the calculation of Net Working Capital, the Assumed Capital Lease Obligations or the Sick Pay Amount, Purchaser shall notify Seller in writing (which writing shall contain Purchaser's determination of the amount of the disputed entry) within forty-five (45) calendar days after Purchaser's receipt of the Final Balance Sheets from Seller. If Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then PricewaterhouseCoopers, independent certified public accountants (the "Independent 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). 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, with any necessary review by the Independent Auditor under this Section 1.4 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the costs of such review shall be borne by both Seller and Purchaser in proportion to the relevant amount each party's determination has been modified. Within fifty (50) calendar days after Purchaser's receipt of the Final Balance Sheets from Seller or, if disputed by Purchaser, within five (5) business days after the earlier of (a) the date Purchaser and Seller finally resolve such dispute and recalculate the Cash Purchase Price accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the "Post-Closing Financial StatementsAdjustment Date"), which shall be true, complete and correct in all respects and prepared in accordance with 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 Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: either (i) Seller shall pay Purchaser in cash or in other immediately available funds the date the Parties resolve in writing amount of any differences they have with respect to any matter specified decrease in the Notice of DisagreementCash Purchase Price, or (ii) the date any disputed matters are finally resolved Purchaser shall pay Seller in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek cash or in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, 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 resolution. 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by 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 Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price shall be decreased by other immediately available funds the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Cash Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increasePrice.

Post-Closing Adjustment to Purchase Price. Within thirty forty-five (3045) days after the Closing Date, Seller Synergistic Enterprises and Synergistic Partners shall deliver to Purchaser INVATEC an unaudited Balance Sheet Report balance sheet and an income statement of the Acquired Business, prepared as of the Effective Closing Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and proceduresgenerally accepted accounting principles, consistently applied, and certified as true, complete and correct by Seller, Xx. Xxxxxxxx Synergistic Enterprises and Xx. XxxxxxSynergistic Partners. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser INVATEC unless Purchaser INVATEC furnishes written notice of PurchaserINVATEC's disagreement ("Notice of Disagreement") to Seller Synergistic Enterprises 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 Purchaser INVATEC to Seller Synergistic Enterprises in accordance with this SECTION 7.2Paragraph 5, then the Post-Closing Financial Statements shall become final and binding upon the 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)Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") Accounting Firm for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all All proceedings conducted by the Arbitrator Accounting Firm shall be conducted at the offices of the Arbitrator Accounting Firm in San FranciscoPittsburgh, CaliforniaPennsylvania. The Arbitrator Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the ArbitratorAccounting Firm. The cost of any arbitration proceeding (including the fees of the Arbitrator Accounting Firm but excluding the fees and disbursements of each partyParty's independent auditors and counsel) pursuant to this SECTION 7.2 Paragraph 5 shall be borne one-half by Purchaser INVATEC and one-half half, jointly and severally, by SellerSynergistic Enterprises and Synergistic Partners. The fees and disbursements of SellerStockholders' and Synergistic Partners' independent auditors and counsel incurred in connection with this Paragraph 5 shall be borne by Stockholders and Synergistic Partners, and the fees and disbursements of INVATEC's independent auditors and counsel incurred in connection with this SECTION 7.2 Paragraph 5 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 PurchaserINVATEC. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To ." Synergistic Enterprises and Synergistic Partners hereby agree, jointly and severally, to pay to INVATEC within five business days of delivery of the extent that Final Post-Closing Financial Statements to INVATEC and to Stockholders, an aggregate amount equal to the net worth amount, if any, by which Two Million Four Hundred Sixty-Nine Thousand Two Hundred Ninety-One Dollars ($2,469,291) exceeds the Working Capital of Sellerthe Company, as set forth in the Final Post-Closing Financial Statements. Conversely, is less than INVATEC hereby agrees to pay to each Stockholder, within five business days of delivery of the Final Post-Closing Financial Statements to INVATEC and to Stockholders, an amount equal to his or greater than Twentyits Pro Rata Share of the amount, if any, by which the Working Capital of the Company exceeds Two Million Four Hundred Sixty-Seven Nine Thousand Two Hundred TwentyNinety-Four One Dollars ($27,2242,469,291), then as set forth in the Purchase Price Final Post-Closing Financial Statements. Determinations hereunder shall be decreased by consistent with the amount of any deficiencymethodology reflected in Schedules I, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to PurchaserII, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseIII and IV.

Post-Closing Adjustment to Purchase Price. Within thirty (a) As soon as practicable (and in any event within 15 days following the Closing), the Seller shall prepare and deliver to the Buyer financial statements of the Seller for the nine months ended September 30, 2005 (the “Closing Financial Statements”), including a balance sheet (the “Closing Balance Sheet”) with a calculation of Net Tangible Assets as of the Closing Date, which shall be audited by Xxxxx Xxxxxxxx, LLP. It is anticipated the Xxxxx Xxxxxxxx, LLP will complete the audit within 60 days after the Closing Date, . Buyer and Seller shall deliver to Purchaser an unaudited Balance Sheet Report and an income statement each pay half of the Businessfees, prepared as costs and expenses of Xxxxx Xxxxxxxx, LLP related to the audit of the Effective Date (the "Post-Closing Financial Statements"), which . The Closing Financial Statements shall be true, complete and correct in all respects and prepared in accordance with GAAP and the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, XxSeller shall conduct a physical verification of its inventory in connection with its preparation of the Closing Financial Statements. Xxxxxxxx and Xx. Xxxxxx. These Post-The Closing Financial Statements shall become final be final, binding and binding conclusive on the Parties on the 15th day following receipt thereof by Purchaser parties hereto, unless Purchaser furnishes either party gives written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify any objections thereto, setting forth in reasonable detail the nature amounts in dispute, the basis for such dispute (a “Purchase Price Objection Notice”), to the other party within 30 days after receipt of any disagreement so assertedthe Closing Financial Statements. During such 30-day period, the parties shall, and shall cause their Representatives to, make reasonably available to the other party, on a timely basis, such of the party’s books, records and appropriate personnel as the other party may reasonably request in connection with its review of the Closing Financial Statements. If a party delivers a Purchase Price Objection Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the 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 delivery of a Notice of Disagreementprovided above, the Parties parties shall seek attempt in good faith to resolve in writing such party’s objections, and any differences which they may have with respect resolution by them as to any matter specified disputed amounts shall be final, binding and conclusive on the Buyer and the Seller. If the parties are unable to resolve, despite good faith negotiations, all disputes reflected in the Purchase Price Objection Notice within 10 days of Disagreement. If, at the end Buyer’s delivery of such 10-day period a Purchase Price Objection Notice (or such longer period of time as the Parties may agree upon in writing“Purchase Price Resolution Period”), the Parties have not reached agreement parties shall, within 10 days after expiration of the Purchase Price Resolution Period, submit any such unresolved dispute to a mutually acceptable independent accounting firm (the “Independent Accounting Firm”). The Buyer and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Independent Accounting Firm to the extent available to the Buyer or its Representatives or the Seller or its Representatives. The Buyer and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm shall determine the amount of Net Tangible Assets as of the Closing Date within 30 days after the submission of the unresolved disputes to the Independent Accounting Firm, and such determination shall be final, binding and conclusive on such mattersthe parties. The fees, costs and expenses of the matters which remain in dispute, together with copies Independent Accounting Firm shall be paid by the party whose calculation of this Agreement, Net Tangible Assets varied by the Post-greater amount from the final determination by the Independent Accounting Firm. The Closing Financial Statements, as revised to reflect the resolution of any and all disputes by the Notice of Disagreementparties and/or the determination by the Independent Accounting Firm, shall be submitted, within five (5) days following deemed the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by 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 Financial Statements, 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 amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.”

Post-Closing Adjustment to Purchase Price. Within thirty one hundred eighty (30180) calendar days after the Closing Date, Seller shall deliver to Purchaser an the final unaudited Balance Sheet Report and an income statement balance sheet of the Business, prepared Hospitals as of the Effective Closing Date (the "Post-Closing Financial Statements"“Final Balance Sheet”), which shall be trueinclude a calculation of Net Working Capital as of the Closing Date, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by amount of 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 Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have ’s capital lease obligations with respect to any matter specified in the Notice of DisagreementHospitals on the Closing Date, or (ii) the date any disputed matters if any, that are finally resolved in writing assumed by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith Purchaser pursuant to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies Section 1.11 of this Agreement, the Post-amount of TRH’s capital lease obligations with respect to the TRH Businesses on the Closing Financial StatementsDate and the Sick Pay Amount, shall be prepared by Seller and delivered to Purchaser. The Interim Balance Sheet and the Final Balance Sheet shall be prepared in a manner consistent with the terms of Section 2.10. If Purchaser disputes any entry on the Final Balance Sheet that affects the calculation of Net Working Capital, the capital lease obligations assumed by Purchaser, the capital lease obligations of TRH or the Sick Pay Amount, Purchaser shall notify Seller in writing (which writing shall contain Purchaser’s determination of the amount of the disputed entry) within twenty (20) business days after Purchaser’s receipt of the Final Balance Sheet from Seller. If Purchaser and Seller cannot resolve such dispute within thirty (30) business days after Purchaser notifies Seller in writing of such dispute, then PricewaterhouseCoopers, independent certified public accountants (the “Independent 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). 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, with any necessary review by the Independent Auditor under this Section 1.4 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between Purchaser and Seller, and the Notice costs of Disagreement, such review shall be submittedborne by both Seller and Purchaser in proportion to the relevant amount each party’s determination has been modified. Within twenty-five (25) business days after Purchaser’s receipt of the Final Balance Sheet from Seller or, if disputed by Purchaser, within five (5) business days following after the expiration earlier of (a) the date Purchaser and Seller finally resolve such 10-day period dispute and recalculate the Cash Purchase Price accordingly, or (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator"b) for review and resolution. 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 receipt of a decision from the submission to Independent Auditor (the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by 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 Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224Adjustment Date”), then the Purchase Price either (i) Seller shall be decreased by pay Purchaser in cash or in other immediately available funds the amount of any deficiencydecrease in the Cash Purchase Price, or increased by (ii) Purchaser shall pay Seller in cash or in other immediately available funds the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Cash Purchase Price Price. If Purchaser or Seller, as the case may be, shall fail to make such payment to the other on the Post-Closing Adjustment Date, then the party failing to receive such amount due to it shall be effected entitled to receive interest on such unpaid amount at a per annum rate equal to the prime rate reported by Purchaser immediately delivering to Sellerthe Wall Street Journal under “Money Rates” (the “Prime Rate”) on the Post-Closing Adjustment Date plus two percent (2%) (or the maximum rate allowed by law, in cash or by certified or cashier's check or other immediately available fundswhichever is less) from such defaulting party, such interest accruing on each calendar day after the amount Post-Closing Adjustment Date until payment of such increaseamount and all interest thereon is made.

Post-Closing Adjustment to Purchase Price. Within thirty (30i) As promptly as practicable, but in no event later than ninety (90) days after following the Closing Date, Seller Buyer shall in good faith (A) prepare and deliver to Purchaser an unaudited Balance Sheet Report and an income the Seller Representative a statement of the Business, prepared as of the Effective Date (the "Post-“Closing Financial Statements")Date Schedule”) setting forth in reasonable detail (x) Buyer’s calculation of Company Debt, which shall be trueClosing Cash, complete Seller Transaction Expenses and correct in all respects and Working Capital (the “Closing Working Capital”) prepared in accordance with the Company's historical policies Working Capital Schedule attached hereto and proceduresthe Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, consistently appliedthe Accounting Principles shall govern with respect to such conflict or inconsistency, (y) Buyer’s proposed Working Capital Deficiency (if any) or proposed Working Capital Surplus (if any), and certified as true, complete and correct by Seller, Xx. Xxxxxxxx and Xx. Xxxxxx. These Post-Closing Financial Statements shall become final and binding (z) Buyer’s calculation of the Adjusted Purchase Price based on the Parties on foregoing, and (B) deliver to the 15th day following receipt thereof Seller Representative the Closing Date Schedule, together with written confirmation 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 Buyer that the Closing Date Schedule was prepared in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller good faith in accordance with this SECTION 7.2Agreement, then the Post-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 Financial Statements shall become final and binding upon the Parties on the earlier to occur of: Date Schedule will entirely disregard (i) any and all purchase accounting effects on the date assets or Liabilities of the Parties resolve in writing Company as a result of the transactions contemplated hereby or of any differences they have with respect to financing or refinancing arrangements entered into at any matter specified in the Notice of Disagreement, time by Buyer 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 delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (its Affiliates or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon other transaction entered into 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred Buyer or its Affiliates in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements consummation 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 transactions contemplated hereby (except to the extent that the net worth of Seller, as set forth in the Final Post-definitions of the terms Working Capital, Closing Financial StatementsCash, is less than Company Debt and Seller Transaction Expenses or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224otherwise contemplated hereby), then and (ii) any of the Purchase Price shall be decreased by the amount of any deficiencyplans, transactions, or increased by changes which Buyer intends to initiate or make or cause to be initiated or made after the amount 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 any excessits assets or Liabilities. Any decrease 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 such a manner as to not unreasonably interfere with the normal operation of Buyer and its subsidiaries (including the Company), to the records, properties, management personnel involved in the Purchase Price preparation of 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 be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, cause the amount management personnel of such decrease. Any increase the Company involved in the Purchase Price shall be effected by Purchaser immediately delivering preparation of the Closing Date Schedule to Seller, reasonably cooperate with the Seller Representative in cash or by certified or cashier's check or other immediately available funds, connection with its review of the amount of such increaseClosing Date Schedule.

Post-Closing Adjustment to Purchase Price. Within thirty ninety (3090) days after the Closing Date, Seller Invatec shall deliver to Purchaser the Stockholders an unaudited Balance Sheet Report and an income statement balance sheet of the BusinessCompany, prepared as of the Effective Closing Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with 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 the Stockholders unless Purchaser furnishes the Stockholders furnish written notice of Purchaser's their disagreement ("Notice of Disagreement") to Seller 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 Purchaser the Stockholders to Seller Invatec in accordance with this SECTION 7.2PARAGRAPH 5, then the Post-Closing Financial Statements shall become final and binding upon the 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)Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") Accounting Firm for review and resolution. The Arbitrator In connection with such submission, Invatec and each Stockholder shall be such nationally recognized independent public accounting firm as shall be agreed upon promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Parties in writing, and all Accounting Firm. All proceedings conducted by the Arbitrator Accounting Firm shall be conducted at the offices of the Arbitrator Accounting Firm in San FranciscoLouisville, CaliforniaKentucky. The Arbitrator Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the ArbitratorAccounting Firm. The cost of any arbitration proceeding (including the fees of the Arbitrator Accounting Firm but excluding the fees and disbursements of each partyParty's independent auditors and counsel) pursuant to this SECTION 7.2 PARAGRAPH 5 shall be borne one-half by Purchaser Invatec and one-half half, jointly and severally, by Sellerthe Stockholders. The fees and disbursements of SellerStockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this SECTION 7.2 PARAGRAPH 5 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 PurchaserInvatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To ." Stockholders hereby agree, jointly and severally, to pay to Invatec within five business days of delivery of the extent that Final Post-Closing Financial Statements to Invatec and to Stockholders, an aggregate amount equal to the net worth 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) $15,200 for equipment acquired and capitalized by the Company between October 31, 1997, and the Closing Date, as disclosed on SCHEDULE 2.17(A) of Sellerthe Disclosure Statement exceeds (b) the Working Capital, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price . Determinations hereunder shall be decreased by consistent with the amount of any deficiency, or increased by the amount of any excess. Any decrease methodology reflected in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseSCHEDULES I AND II.

Post-Closing Adjustment to Purchase Price. Within thirty (30i) As promptly as practicable, but in no event later than the longer of (a) 90 days after following the Closing DateDate or (b) ten (10) Business Days following completion and reconciliation of all physical inventories, Seller Buyer shall prepare in good faith and deliver to Purchaser an unaudited Balance Sheet Report and an income Spence a statement of (the Business“Closing Date Scxxxxxx”), prepared setting forth in reasonable detail (x) Buyer’s calculation of, in each case as of the Effective Date Adjustment Time, Closing Indebtedness, Closing Cash, Seller Transaction Expenses, and Working Capital (the "Post-“Closing Financial Statements"), which shall be true, complete and correct in all respects and Working Capital”) (prepared in accordance with the Company's historical policies Working Capital Schedule and proceduresGAAP, consistently appliedprovided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail), and certified as true, complete (y) Buyer’s proposed calculation of the Final Adjusted Purchase Price. The Closing Date Schedule will (1) entirely disregard any and correct by Seller, Xx. Xxxxxxxx and Xx. Xxxxxx. These Post-Closing Financial Statements shall become final and binding all purchase accounting effects on the Parties on assets or liabilities of the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice Sellers as a result of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature transactions contemplated hereby or of any disagreement so asserted. If a Notice of Disagreement is sent financing or refinancing arrangements entered into at any time by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the 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 delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (Buyer or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon other transaction entered into 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred Buyer in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements consummation 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 transactions contemplated hereby (except to the extent that the net worth of Seller, as set forth in the Final Post-definitions of the terms Working Capital, Closing Financial StatementsCash, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224Closing Indebtedness and Seller Transaction Expenses), then (2) entirely disregard any of the Purchase Price shall be decreased by the amount of any deficiencyplans, transactions, or increased 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 amount preparation of any excessthe 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 of the Closing Date, the parties will conduct a physical review of all inventory of the Business as of the Closing Date in all locations at which inventory is located. Any decrease discrepancies between the 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 physical inventory for the Nicholson Steam Trap product line will oxxxx xxxx receipt of such inventory in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseWalden Facility.

Post-Closing Adjustment to Purchase Price. (a) Within one hundred twenty (120) calendar days after the Closing Date, the Sellers shall prepare and deliver to the Purchasers the final unaudited balance sheet of the 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 “Final Combined Balance Sheet”), which shall include a calculation of Net Working Capital as of the Closing 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 Closing Date, Seller shall deliver to Purchaser an unaudited Purchasers’ receipt of the Final Combined Balance Sheet Report 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 “Independent Auditor”), shall review the matter in dispute and, solely as to disputes relating to accounting issues and acting as an income statement 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 BusinessCash 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, prepared 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 Effective Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with 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 dispute at issue involves a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the 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, legal issue 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 delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies 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 Post-Closing Financial Statementsmatter 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 Notice of Disagreement, shall be submitted, within five (5) days following the expiration costs of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Sellerthe Sellers, on the one hand, 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 Purchasers, on 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 Financial Statements, 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 amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaserother hand, in cash or by certified or cashier's check or other immediately available funds, proportion to the relevant amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseeach Party’s determination has been modified.

Post-Closing Adjustment to Purchase Price. Within thirty (30i) As promptly as practicable, but in no event later than sixty (60) days after following the Closing Date, Seller Buyer shall prepare and deliver to Purchaser an unaudited Balance Sheet Report and an income the Sellers’ Representative a statement of the Business, prepared as of the Effective Date (the "Post-“Closing Financial Statements")Date Schedule”) setting forth Buyer’s good faith calculation of (A) Company Debt, which shall be truetogether with a description and the amount of each element thereof; (B) Closing Cash, complete together with a description and correct in all respects 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 Company's historical policies and proceduresWorking 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, consistently appliedthe Initial Closing Statement shall be deemed final, and certified as true, complete and correct by Seller, Xx. Xxxxxxxx and Xx. Xxxxxx. These Post-Closing Financial Statements shall become final conclusive and binding on all of 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 dateparties hereto. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-The Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: Date Schedule will entirely disregard (i) any and all purchase accounting effects on the date assets or liabilities of the Parties resolve in writing Company as a result of the transactions contemplated hereby or of any differences they have with respect to financing or refinancing arrangements entered into at any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing time by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (Buyer or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon other transaction entered into 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred Buyer in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements consummation 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 transactions contemplated hereby (except to the extent that the net worth of Seller, as set forth in the Final Post-definitions of the terms Working Capital, Closing Financial StatementsCash, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224Company Debt and Sellers Transaction Expenses), then and (ii) any of the Purchase Price shall be decreased by the amount of any deficiencyplans, transactions, or increased by changes which Buyer intends to initiate or make or cause to be initiated or made after the amount 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 any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding Company Members and Buyer relating to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount preparation of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseClosing Date Schedule.

Post-Closing Adjustment to Purchase Price. (a) Within thirty (30) 90 days after the Closing, Citizens shall prepare and deliver to Parent and Buyer a Statement of Net Assets (the "Closing Statement of Net Assets") which reflects the Acquired Assets as of 11:59 p.m. on the Closing Date, Seller shall deliver to Purchaser an unaudited Balance Sheet Report based on actual financial performance and an income statement of calculated in the Businesssame manner, prepared as of utilizing the Effective Date (the "Post-Closing Financial Statements")same accounting principles, which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and proceduresmethods utilized in preparing the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 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 Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the 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 below1999). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies (A) an audit report of this AgreementSeller's Accountants stating that the Closing Statement of Net Assets has been prepared utilizing the same accounting principles, policies and methods used in the Post-preparation of the 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 Financial Statements, and Date which is derived from the Notice Closing Statement of Disagreement, shall be submitted, within five Net Assets (5) days following the expiration of such 10-day period (or any agreed upon extension thereof"Seller's Adjustment Amount"), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator Closing Statement of Net Assets shall be such nationally recognized independent public not give effect to any purchase 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 treatment arising from Buyer's purchase of the Arbitrator in San Francisco, CaliforniaAcquired Assets. The Arbitrator Buyer 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 pay the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements expenses of Seller's independent auditors and counsel Accountants incurred in connection with this SECTION 7.2 shall be borne by SellerSection 2.6.4. Buyer agrees to cooperate, and the fees agrees to cause Buyer's Accountants to cooperate, with Citizens and disbursements of PurchaserSeller's independent auditors and counsel incurred Accountants in connection with this SECTION 7.2 the preparation of the Closing Statement of Net Assets, and related information, and shall provide to Citizens and Seller's Accountants such books, records and information as may be borne by Purchaserreasonably requested from time to time, including the work papers of Buyer's Accountants. The final determination as described in Citizens will give Buyer and its representatives access during the procedures set forth hereinabove shall constitute normal business hours of Citizens to the "Final Post-Closing Financial Statements". To personnel, books and records of Citizens and the extent that the net worth work papers of Seller, as set forth in the Final Post-Closing Financial Statements, 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 amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.'s

Post-Closing Adjustment to Purchase Price. Within thirty ninety (3090) days after the Closing Date, Seller Invatec shall deliver to Purchaser the Stockholders an unaudited Balance Sheet Report and an income statement combined balance sheet of the BusinessCompany and the Company Subsidiaries, prepared as of the Effective Closing Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with 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 the Stockholders unless Purchaser a Stockholder furnishes written notice of Purchaser's his disagreement ("Notice of Disagreement") to Seller 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 Purchaser a Stockholder to Seller Invatec in accordance with this SECTION 7.2PARAGRAPH 5, then the Post-Closing Financial Statements shall become final and binding upon the 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)Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") Accounting Firm for review and resolution. The Arbitrator In connection with such submission, Invatec and each Stockholder shall be such nationally recognized independent public accounting firm as shall be agreed upon promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Parties in writing, and all Accounting Firm. All proceedings conducted by the Arbitrator Accounting Firm shall be conducted at the offices of the Arbitrator Accounting Firm in San FranciscoHouston, CaliforniaTexas. The Arbitrator Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the ArbitratorAccounting Firm. The cost of any arbitration proceeding (including the fees of the Arbitrator Accounting Firm but excluding the fees and disbursements of each partyParty's independent auditors and counsel) pursuant to this SECTION 7.2 PARAGRAPH 5 shall be borne one-half by Purchaser Invatec and one-half half, jointly and severally, by Sellerthe Stockholders. The fees and disbursements of SellerStockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this SECTION 7.2 PARAGRAPH 5 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 PurchaserInvatec. The final determination as described in any of 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 Financial Statements, 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 amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.

Post-Closing Adjustment to Purchase Price. Within thirty (30) As soon as commercially ----------------------------------------- reasonable after the Closing, but in any event within 60 days after the Closing, the Seller shall prepare, in accordance with GAAP consistently applied in all material respects with the Audited Financial Statements, a statement of assets and liabilities of the Division as of March 31, 1998 (the "Closing Date Balance Sheet") which shall include a description of the 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 month of March 1998, following the Closing Date, Seller shall deliver to Purchaser an unaudited from (ii) the Purchased Assets as at the end of business on the Closing Date Balance Sheet Report and an income statement is less than $5,448,700 (such amount is subject to final adjustment, employing the same methodologies, upon the delivery of the Businessaudit opinion covering the Audited Financial Statements), prepared such amount (such deficiency amount, if any, is referred to as of the Effective Date (the "Post-Closing Financial StatementsNet Worth Deficiency"), which shall be truededucted from the Purchase Price. If 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 business on the Closing Date Balance Sheet is greater than $5,448,700 (such amount is subject to final adjustment, complete and correct 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 added to the Purchase Price, less the foregoing interest factor set forth in all respects and prepared this Section 2.6(i). Notwithstanding anything in accordance with this Section 2.6 to the Company's historical policies and procedurescontrary, consistently appliedif there is any Net Worth Deficiency or Excess, and certified any party hereto disputes any item contained on 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 trueapplicable, complete 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 correct by Seller, Xx. Xxxxxxxx and Xx. Xxxxxx. These Post-Closing Financial Statements shall become be final and binding on the Parties on the 15th day following receipt thereof parties, absent manifest error which error may only be corrected by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such dateIndependent Accounting Firm. Any Notice expenses relating to the engagement of Disagreement the Independent Accounting Firm shall specify be allocated between the Buyer and the Seller so that the Seller's share of such costs shall be in detail the nature 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 disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller Net Worth Deficiency or Excess in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the 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 delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, 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 resolution. 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 disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by 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 Financial Statements, 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 amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available fundsSection 2.6, the amount of such decreaseNet Worth Deficiency or Excess shall be paid to the Buyer or the Seller as applicable within 5 business days after such final resolution. Any increase 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 Purchase Price ordinary course and neither DHL or DHFL shall be effected by Purchaser immediately delivering to Seller, in cash make any distributions of any Assets associated with the Business or by certified or cashier's check incur any intercompany or other immediately available funds, the amount of such increaseLiability with any Affiliate.