Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) days after the Closing Date, PKI shall, at its expense, prepare and deliver to Buyer a statement (the “Closing Working Capital Statement”) setting forth PKI’s calculation of the Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) as of the Closing Date (the “Closing Working Capital Amount”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that the purpose of preparing the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h)), and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating the Closing Working Capital Amount.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) As promptly as practicable, but in no event later than 10 calendar days after following the Closing Date, PKI shall, at its expense, Company shall prepare and deliver to Buyer the Parent, a statement (the “Closing Working Capital Statement”) setting forth PKI’s calculation certificate, certified as true and correct as of such date by an authorized representative of Company, to include an unaudited balance sheet of the Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) Company as of 12:01 a.m. (PT) on the Closing Date (the “Closing Working Capital AmountBalance Sheet”), together with a statement (the “Company Closing Statement”) setting forth in reasonable detail Company’s good faith calculation of each of (i) Closing Cash, (ii) Closing Indebtedness, (iii) Transaction Expenses, and (iv) the Net Aggregate Consideration and attaching all relevant backup materials and schedules; together with a reasonably detailed computation, and reasonable supporting materials, in each case, using the same methodologies and accounting practices and principles applied on a consistent basis by the Company prior to Closing. (b) From and after the delivery of the Closing Balance Sheet and the Company Closing Statement, Company shall provide the Parent and any accountants or advisors retained by Parent with reasonable access during normal business hours to the books and records and personnel of the Surviving Company, including relevant work papers and back-up materials and such other information and materials as reasonably requested by Parent, solely for the purposes of: (A) enabling the Parent and its accountants and advisors to calculate and to review Company’s calculations as reflected Closing Balance Sheet and Company Closing Statement; and (B) identifying any dispute related to the calculations set forth in the Company Closing Statement. (c) If the Parent disputes the calculation of Closing Cash, Closing Indebtedness, Transaction Expenses, or the Net Aggregate Consideration set forth in the Company Closing Statement, then Parentshall deliver a written notice (an “Adjustment Dispute Notice”) to Company, Representative and the Escrow Agent during the thirty (30) day period commencing upon receipt by Parent of the Closing Balance Sheet and the Company Closing Statement (the “Review Period”). For purposes of this Agreement, “Working Capital” The Adjustment Dispute Notice shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Priceforth, in each case as of 12:01 AM eastern time on reasonable detail, the Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that the purpose of preparing the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h)), and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures basis for the purposes dispute of preparing the Closing Working Capital Statement or calculating the Closing Working Capital Amountsuch calculation and attaching all relevant backup materials and schedules.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) calendar days after following the Closing Date, PKI shall, at its expense, prepare and PLC shall deliver to Buyer Purchaser a statement schedule (the “Post Closing Working Capital StatementEquity Schedule”) setting forth PKI’s calculation the actual Adjusted Equity of the Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) Companies as of the Closing Date without estimation, in substantially the form of the March Adjusted Equity Schedule and the Closing Date Equity Schedule, but also including a computation of the Stock Price and the Adjustment Amount. The Post Closing Equity Schedule will be accompanied by a certificate signed by the Chief Accounting Officer of PLC, certifying that to his knowledge the Post Closing Equity Schedule is: (i) correct and does not contain errors in calculation, methodology or application; (ii) is based on the books and records of the Companies; (iii) is prepared in accordance with Modified GAAP using accounting and actuarial principles, practices and methodologies consistent with the applicable Company’s December 31, 2000 GAAP balance sheet; and (iv) is prepared consistent with the terms of this Agreement, including the adjustments provided for herein. Purchaser shall be provided with reasonable access to the work papers (including those of PLC’s independent accounting firm if applicable), books, records, data, information and personnel of PLC and its subsidiaries supporting the Post Closing Equity Schedule. After the Closing, Purchaser shall provide PLC with reasonable access to the books, records, data and information (in whatever form maintained) in the possession or under the control of Purchaser, its Affiliates or its agents relating to the Business and reasonable access to Purchaser’s and its Affiliates’ personnel (including Transferred Employees) to the extent reasonably necessary for PLC to prepare the Post Closing Equity Schedule. (b) Purchaser shall have sixty (60) calendar days in which to review the Post Closing Equity Schedule and to the extent that Purchaser has any objections thereto, then within sixty (60) calendar days from the date of receipt by Purchaser of the Post Closing Equity Schedule, Purchaser shall provide written notice thereof to PLC stating any such objection and the basis for such objection. If Purchaser does not timely deliver a notice of objection to PLC, (i) if the Stock Price shown on the Post Closing Equity Schedule is less than the Estimated Stock Price, then Sellers shall pay the amount of such difference to Purchaser in cash by wire transfer of immediately available funds within ten (10) calendar days after the lapse of the 60-day notice period, and (ii) if the Stock Price shown on the Post Closing Equity Schedule is greater than the Estimated Stock Price, Purchaser shall pay the amount of such difference to PLICO in cash by wire transfer of immediately available funds within ten (10) calendar days after the lapse of the 60-day notice period (such increase or decrease to the Estimated Stock Price, as the case may be, being the “Adjustment Amount”). Payment of the amount pursuant to clause (i) or (ii) immediately above, if any, will be accompanied by the payment of interest thereon from the Closing Date to and including the date of payment at an annual rate equal to the 90-Day Treasury Rate in effect on the Closing Date. (c) If Purchaser does timely deliver a notice of objection to PLC pursuant to clause (b) above, Purchaser and PLC shall undertake to negotiate in good faith in order to resolve the amount so disputed. If Purchaser and PLC are unable to resolve the dispute within thirty (30) calendar days from the date of PLC’s receipt of the notice of objection, then the issues remaining in dispute will be submitted to a panel of three (3) accountants (the “Closing Working Capital AmountResolving Accountants”), each of whom has substantial experience in the life and health insurance industry and with whom neither Purchaser nor PLC has had a business relationship during the two (2) years prior to the Closing Date. Not more than one of such Resolving Accountants may be from the same accounting firm. One of such Resolving Accountants shall be selected by PLC, one of such Resolving Accountants shall be selected by Purchaser, and the third Resolving Accountant shall be mutually selected by the two Resolving Accountants selected by PLC and Purchaser. If issues in dispute are submitted to the Resolving Accountants, each of PLC and Purchaser will furnish to the Resolving Accountants such work papers and other documents and information relating to the disputed issues as the Resolving Accountants may request and are available, and each of PLC and Purchaser will be afforded the opportunity to present to the Resolving Accountants any material relating to the determination and to discuss the determination with the Resolving Accountants, and copies of such material shall be provided to the other party at the same time. The determination by the Resolving Accountants, as set forth in a written notice delivered to Purchaser and PLC by the Resolving Accountants, will be in accordance with the standards set forth in items (i) through (iv) of Section 3.4(a), consistent with the terms of this Agreement including the adjustments provided for herein. The determination by the Resolving Accountants will be binding and conclusive on Fortis, Purchaser and Sellers, and Purchaser and Sellers will each bear the fees of the Resolving Accountants for such determination based upon the Resolving Accountants’ determination of the extent to which each of PLC and Purchaser was correct or incorrect as to the dispute. For purposes of this Agreement, “Working Capitalbinding and conclusive” shall mean that the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, aforesaid determinations shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with have the same accounting methodspreclusive effect for all purposes as if such determinations had been embodied in a final judgment, policiesno longer subject to appeal, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that the purpose entered by a court of preparing the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h)), and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating the Closing Working Capital Amountcompetent jurisdiction.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) As promptly as possible, but in any event within 65 days after the Closing Date, PKI shall, at its expense, prepare and Buyer shall deliver to Buyer Seller a statement consolidated unaudited balance sheet of the Company Group (the “Post-Closing Balance Sheet”), together with a post-closing financial certificate (the “Post-Closing Financial Certificate”) setting forth the calculation of the Closing Net Company Debt and the Net Working Capital (the “Closing Net Working Capital StatementCapital”) setting forth PKI’s calculation of ), in each case based on the Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) Post-Closing Balance Sheet and as of the Closing Date (the “Closing Working Capital Amount”). For purposes close of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time business on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on day immediately preceding the Closing Date, which shall be calculated on a basis consistent with the principles and methodologies used to prepare the Audited Balance Sheet and Schedule 2.2(b) and Schedule 2.2(c). The Closing Financial Certificate has been, and the Post-Closing Balance Sheet and Post-Closing Financial Certificate shall be, prepared (i) in accordance with GAAP applied on a basis consistent with the Audited Balance Sheet and (ii) otherwise applying the accounting policies set forth on principles and reflecting those adjustments and allocations described in Schedule 1.4(a); provided2.2(b) and Schedule 2.2(c) (collectively, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a“Accounting Principles”). The Parties agree that the purpose of preparing the Closing Working Capital Statement pursuant to Financial Certificate and the Post-Closing Financial Certificate and the related purchase price adjustment contemplated by this Section 1.4(a) 2.7 is to measure the changes in Net Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h))and Net Company Debt, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices and procedures practices, procedures, classifications or estimation methodologies that differ from the Accounting Principles for the purposes purpose of preparing the Closing Financial Certificate or Post-Closing Financial Certificate. Without limiting the generality of Section 6.7, during the 65-day period following the Closing, Buyer will cause the Company Group to cooperate with Seller, and Seller and its accountants and advisors shall be permitted reasonable access to review the Company Group’s books and records and work papers, in connection with Buyer’s preparation of the Post-Closing Financial Certificate. (b) After delivery of the Post-Closing Financial Certificate, if Seller has any objections to the Post-Closing Financial Certificate, Seller shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Buyer within 20 Business Days after delivery of the Post-Closing Financial Certificate, the Post-Closing Financial Certificate shall be final, binding and non-appealable by the Parties. Seller and Buyer shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 20 Business Days after the delivery of the Objections Statement, Seller and Buyer shall each promptly designate an independent certified public accountant (other than Ernst & Young) which shall in turn select a third independent certified public accountant (other than Ernst & Young) (the “Independent Auditor”) whereupon such dispute shall be submitted to the Independent Auditor for resolution. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all disagreements as soon as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding on and non-appealable by the parties hereto. The costs and expenses of the Independent Auditor shall be allocated between Buyer and Seller based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if the items in dispute total in amount to $1,000,000 and the Independent Auditor awards $600,000 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer, on the one hand, and 40% of the costs would be borne by Seller, on the other hand. (i) If the Closing Net Company Debt determined in accordance with subsection (b) above is higher than Estimated Net Company Debt, then Seller shall pay to Buyer (or if the Closing Net Company Debt is lower than the Estimated Net Company Debt, Buyer shall pay to Seller) the amount of such difference in immediately available funds. (ii) If Closing Net Working Capital Statement or calculating the Closing Working Capital Amount.is:

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) 90 days after following the Closing Date, PKI shall, at its expense, Seller shall prepare and deliver to IDB Buyer a statement (the “Closing Working Capital Statement”) setting forth PKI’s calculation consolidated balance sheet of the Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) Seller Retained Subsidiaries as of the Closing Date (giving effect to the Estimated Available Cash Allocation) (the “Seller Closing Working Capital AmountBalance Sheet”). For purposes of this Agreement, “Working Capital” which shall mean the current assets of the Business as of 12:01 AM eastern time be prepared in conformity with GAAP applied on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance a basis consistent with the accounting policies set forth on Schedule 1.4(a); providedpreparation of, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with using the same accounting methods, policies, principlespractices, practices and procedures, with consistent classifications, judgments procedures and estimation methodologymethods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as set forth of the Closing (giving effect to the Estimated Available Cash Allocation) (the “IDB Buyer Closing Balance Sheet” and together with the Seller Closing Balance Sheet, the “Closing Balance Sheets”), which shall be prepared in conformity with GAAP applied on Schedule 1.4(a)a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital Statement pursuant to and Tangible Common Equity and the related adjustment contemplated by this Section 1.4(a) 2.7 is to measure changes in the amount of Available Cash, Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h)), and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices and procedures practices, procedures, classifications or estimation methodologies for the purposes purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital Statement or calculating the Closing Working Capital Amountand Tangible Common Equity.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty ninety (6090) days after the Closing Date, PKI shall, at its expense, Buyer shall prepare and deliver to Buyer Parent a final closing statement (the “Final Closing Working Capital Statement”) setting forth PKIas of 11:59 P.M. on the date immediately prior to the Closing Date, reflecting Buyer’s calculation of: (i) the Net Working Capital, Closing Date Cash and Closing Date Indebtedness; (ii) the difference between the Preliminary Cash Purchase Price and the cash Purchase Price shown on the Final Closing Statement (determined in accordance with Section 2.02 by substituting the Final Net Working Capital and Closing Date Cash and Closing Date Indebtedness amounts shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and (iii) the resulting final cash Purchase Price calculated in accordance with Section 2.02 (the “Final Cash Purchase Price”). (b) The Final Closing Statement shall be prepared in good faith in accordance with the Calculation Principles. Buyer shall not be permitted to introduce different accounting principles, procedures, policies, practices, estimates, judgments or methodologies in the preparation of the Final Closing Statement or the determination of Net Working Capital, Closing Date Cash or Closing Date Indebtedness from the Calculation Principles. The Sellers and Buyer agree that no objection or challenge will be made with respect to the Target Net Working Capital. (c) Parent may dispute Buyer’s calculation of the Working Capital Final Closing Statement (as defined or any element thereof) by notifying Buyer in this Section 1.4(awriting, setting forth in reasonable detail the particulars of such disagreement (the “Notice of Objection”), within forty-five (45) days after Parent’s receipt of the Business containing Final Closing Statement. Any item or amount as to which no dispute is raised in the line items Notice of Objection will be final, conclusive and binding on the Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the matters raised in the Notice of Objection. In the event that Parent does not deliver a Notice of Objection to Buyer within such forty-five (45) day period, Parent shall be deemed to have accepted Buyer’s calculation of the Final Cash Purchase Price set forth in Part 3 of Schedule 1.4(a) as the Final Closing Statement. In connection with the preparation of the Final Closing Statement and the Notice of Objection, each party shall permit the other party and its respective Representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements and memoranda) pertaining to or used in connection with the preparation of the Final Closing Statement, the Notice of Objection and the calculation of the Net Working Capital, Closing Date Cash and Closing Date Indebtedness (and provide the Representatives of each party reasonable access to employees and accountants) to the extent reasonably necessary to verify the accuracy of the Final Closing Statement and the Notice of Objection. In the event that a Notice of Objection is timely delivered, Buyer and Parent shall use their respective commercially reasonable efforts for a period of thirty (30) days after a party’s receipt of the Notice of Objection, or such longer period as the Parties may agree in writing, to resolve any disagreements set forth in the Notice of Objection. (d) If Buyer and Parent are unable to resolve such disagreements within such thirty (30) day period (or such longer period as the Parties shall have agreed in writing), then Deloitte Touche Tohmatsu Limited (or such other independent accounting firm of recognized international standing as may be mutually selected by Buyer and Parent) (the “Closing Working Capital AmountIndependent Firm”) shall be appointed, as an expert and not an arbitrator, to resolve any items that remain in dispute at the end of such period (the “Unresolved Items”), but in no case shall the Independent Firm review or propose any resolution for any matters that have not been raised in the Notice of Objection. For purposes If Deloitte Touche Tohmatsu Limited is unwilling or unable to serve in such capacity and the Parties are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Parent shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of internationally recognized standing (and none of which have worked in the past three (3) years for Parent or Buyer or any of their respective Affiliates) and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms to act as the Independent Firm. (e) Buyer and Parent shall instruct the Independent Firm to determine as promptly as practicable, and in any event within ninety (90) days after the date on which such dispute is referred to the Independent Firm, based solely on the provisions of this Agreement, “Working Capital” and the written presentations by Parent and Buyer, and not on an independent review, whether and to what extent (if any) the calculations set forth in the Final Closing Statement require adjustment. In resolving any Unresolved Item, the Independent Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. Parent and Buyer shall mean reasonably cooperate with, and provide information and documentation, including any accountants’ work papers, to assist the current assets of Independent Firm. Any such information and documentation provided by Parent or Buyer to the Business as of 12:01 AM eastern time on Independent Firm shall concurrently be provided to the Closing Date (other party to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities not already so provided. None of the Business (Parties shall disclose to the extent they are liabilities Independent Firm, and the Independent Firm shall not consider for any purpose, any settlement discussions or settlement offer made by any of the Acquired Companies or included in the Transferred LiabilitiesParties with respect to any objection under this Section 2.06, unless otherwise agreed by Parent and Buyer within thirty (30) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness days of the Acquired Companies included referral to the Independent Firm. Parent and Buyer shall give to the Independent Firm and each other copies of any written submissions, exhibits and affidavits in support of their positions within fifteen (15) days after referral to the calculation Independent Firm; thereafter, Parent and Buyer may submit written replies to the Independent Firm and each other within fifteen (15) days. Buyer shall bear and pay a percentage of the fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Cash Purchase PricePrice proposed by Parent that are successful, and Parent shall bear and pay a percentage of the fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Cash Purchase Price proposed by Parent that are not successful, in each case case, as determined by the Independent Firm. The determination of 12:01 AM eastern time the Independent Firm shall be set forth in a written statement delivered to the Parties and shall be final, conclusive and binding on the Parties, absent fraud or manifest error. (f) If the Final Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, Statement (as set forth on Schedule 1.4(a). The Parties agree that the purpose of preparing the Closing Working Capital Statement finally determined pursuant to this Section 1.4(a2.06) shows that an amount is due to measure changes Buyer (because the Preliminary Cash Purchase Price is greater than the Final Cash Purchase Price shown on the Final Closing Statement), the Sellers shall cause to be paid the amount of such difference to Buyer, in Working Capital against cash. If the Target Working Capital Amount Final Closing Statement (as defined in finally determined pursuant to this Section 1.4(h)2.06) shows that an amount is due to the Sellers (because the Preliminary Cash Purchase Price is less than the Final Cash Purchase Price shown on the Final Closing Statement), and Buyer shall promptly pay such processes are not intended excess to permit the introduction Sellers, in cash. Any payment pursuant to this Section 2.06(f) shall be made by Buyer or the Sellers, as the case may be, by wire transfer of different accounting methodsimmediately available funds within five (5) Business Days after the date on which the amount of such payment is finally determined pursuant to this Section 2.06 to such account or accounts of such other Party as may be designated by such other Party in writing. In the event of a failure to timely make such payment, policies, principles, practices and procedures interest shall accrue on such amount for the period commencing on the payment due date through the date on which such payment is made calculated at the Prime Rate. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of three hundred and sixty-five (365) days and the actual number of days elapsed. (g) The parties agree that any payment made pursuant to this Section 2.06 or Section 2.07 shall be treated for all Tax purposes of preparing as an adjustment to the Closing Working Capital Statement or calculating the Closing Working Capital AmountPurchase Price unless otherwise required by applicable Law.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within No later than the later of the date (x) sixty (60) days after the Closing DateDate or (y) thirty (30) days after receiving from Seller the Closing Date Balance Sheet pursuant to Section 5.20 and all information reasonably required to prepare the following items to the extent such information is required to be provided under the Transition Services Agreement, PKI shall, at its expense, Buyer shall prepare and deliver to Buyer Seller a statement calculating the (i) Net Working Capital and the Net Working Capital Adjustment based thereon, (ii) Closing Cash, (iii) the Completion Bonus Amount, (iv) Closing Indebtedness, and (v) the resulting calculation of the Final Purchase Price, together with reasonable supporting detail and documentation (the “Preliminary Closing Working Capital Statement”). Buyer will (A) setting forth PKI’s calculation permit, and will cause the Company to permit, Seller and its advisors and representatives reasonable and timely access to the books, records, properties, premises, work papers, personnel and other information of the Working Capital (as defined Business to permit Seller and its advisors to review the Preliminary Closing Statement or to address any dispute described in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) as of the Closing Date 2.8 (the “Closing Working Capital Amount”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness any such investigation shall be conducted during normal business hours under the supervision of the Acquired Companies included in applicable personnel of Buyer or the calculation Company and not interfere unreasonably with the operations of the Purchase PriceBusiness), and (B) cooperate, and will cause the Company to cooperate, with Seller and its advisors and representatives in each case as of 12:01 AM eastern time connection with such review or any dispute, including providing on a timely basis other information reasonably necessary or useful in connection with the Closing Date, shall be excluded from the calculation review of the Working Capital. The Preliminary Closing Working Capital Amount shall be calculated in accordance with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, Statement as set forth on Schedule 1.4(a)is reasonably requested by Seller or its advisors or representatives. The Parties agree that the purpose of preparing and calculating the Net Working Capital, Closing Working Capital Statement pursuant to this Section 1.4(a) Cash, and Closing Indebtedness hereunder is to measure changes in Net Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h))Capital, Closing Cash, and such processes are not intended to permit Closing Indebtedness without the introduction of new or different accounting methods, policies, principlespractices, practices procedures, classifications, judgments or estimation methodologies from the Accounting Principles. The Preliminary Closing Statement and procedures for the purposes calculation of preparing the Net Working Capital, Closing Cash, and Closing Indebtedness contained therein shall entirely disregard (x) any and all effects on the assets or Liabilities of the Business as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated by this Agreement and (y) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Business, or any facts or circumstances that are unique or particular to Buyer or any of its assets or Liabilities. (b) Seller shall, within sixty (60) days following its receipt of the Preliminary Closing Statement, accept or reject the calculations of Net Working Capital, Closing Cash, and Closing Indebtedness set forth therein. If Seller disagrees with the Preliminary Closing Statement or the calculations of Net Working Capital, Closing Cash, or Closing Indebtedness set forth therein, then Seller shall give written notice to Buyer of such dispute and any reason therefor within such sixty (60)-day period. Should Seller fail to notify Buyer of a dispute within such sixty (60)-day period, Seller shall be deemed to agree with Buyer’s calculations. In the event there is a dispute, Buyer and Seller shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Seller and Buyer are unable to reach a resolution with such effect within thirty (30) days after the receipt by Buyer of Seller’s written notice of dispute, Seller and Buyer shall submit the items remaining in dispute for resolution to Ernst & Young or, if Ernst & Young is unwilling or unable to serve, to a nationally recognized accounting firm mutually agreed upon by Seller and Buyer (such identified or selected firm, the “Independent Accountant”). The Independent Accountant shall act as an expert, and not an arbitrator, and shall use commercially reasonable efforts to issue its report as to all matters in dispute (and only such matters) and the determination of the Net Working Capital and the Net Working Capital Adjustment based thereon and/or Closing Cash and Closing Indebtedness within thirty (30) days after such dispute is referred to the Independent Accountant. The Independent Accountant shall not have the power to modify or amend any term or provision of this Agreement. Buyer on the one hand, and Seller on the other hand, shall bear all costs and expenses incurred by them in connection with such expert review, except that the fees and expenses of the Independent Accountant hereunder shall be borne by Buyer, on the one hand, and Seller, on the other hand, in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accountant that is unsuccessfully disputed by each such Party (as finally determined by the Independent Accountant) bears to the total amount of such remaining disputed items so submitted. This provision shall be specifically enforceable by the Parties, and the decision of the Independent Accountant in accordance with the provisions hereof shall be final and binding with respect to the matters so arbitrated and there shall be no right of appeal therefrom. (c) The Preliminary Closing Statement shall be deemed final (the “Final Closing Statement”) upon the earliest of (i) the failure of Seller to notify Buyer of a dispute within sixty (60) days of Seller’s receipt of the Preliminary Closing Statement, (ii) the resolution of all disputes, pursuant to Section 2.8(b), by Seller and Buyer or calculating (iii) the resolution of all disputes, pursuant to Section 2.8(b), by the Independent Accountant. The Final Closing Statement will be prepared in accordance with the agreement of Buyer and Seller pursuant to Section 2.8(b), and if and to the extent any disputes are submitted to the Independent Accountant pursuant to Section 2.8(b), the decision of the Independent Accountant. (d) Within five (5) Business Days following the determination of the Final Closing Statement in accordance with Section 2.8(c): (i) If the Closing Working Capital AmountPurchase Price exceeds the Final Purchase Price, Seller shall pay to Buyer the amount by which the Closing Purchase Price exceeds the Final Purchase Price by wire transfer in immediately available funds to one or more accounts designated in writing by Buyer. (ii) If the Final Purchase Price exceeds the Closing Purchase Price, Buyer shall pay to Seller the amount by which the Final Purchase Price exceeds the Closing Purchase Price by wire transfer in immediately available funds to one or more accounts designated in writing by Seller. (e) The Parties agree that any adjustment as determined pursuant to this Section 2.8 will be treated as an adjustment to the purchase price for all Tax purposes, except as otherwise required by Law.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty As soon as possible but in any event within forty-five (6045) days after following the Closing Date, PKI shall, at its expense, Buyers shall prepare and deliver to Buyer the Sellers a statement balance sheet of the Company as of the close of business on the Closing Date (the “Closing Working Capital StatementBalance Sheet”) setting forth PKI’s ), which will include Buyers’ calculation of the Company’s actual Net Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 close of Schedule 1.4(a) as of business on the Closing Date (the “Closing Working Capital AmountCapital”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time ) and a certificate based on the such Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set Balance Sheet setting forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the Buyer’s calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that the purpose of preparing the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount Adjustment (as defined in Section 1.4(h))2.04(b) (such Closing Balance Sheet, statement of Net Working Capital, and such processes certificate, collectively, are not intended referred to permit herein as, the introduction of different accounting methods“Closing Statement”). The Closing Balance Sheet shall be prepared in accordance with GAAP, consistent with the practices, policies, principlesestimates, practices assumptions and procedures used in preparation of the Base Balance Sheet. The preparation of the Closing Statement shall be for the purposes sole purpose of preparing determining the Closing Working Capital Statement or calculating Adjustment. The Sellers and its accountants and advisors shall be given full access to all of the Company’s books and records for purposes of evaluating the accuracy and completeness of the Closing Working Capital AmountStatement. The Sellers shall have twenty (20) Business Days following their receipt of the Closing Statement (the “Review Period”) to review the same. On or before the expiration of the Review Period, the Sellers shall deliver to Buyers a written statement accepting or objecting to the Closing Statement (the “Sellers Statement”). If the Sellers object to the Closing Statement, the Sellers Statement shall include an itemization of the Sellers’s objections and the reasons therefore. If the Sellers do not deliver the Sellers Statement to Buyer within the Review Period, the Sellers shall be deemed to have accepted the Closing Statement.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (ai) Within sixty ninety (6090) days after the Closing DateClosing, PKI Buyer shall, at its expensein good faith, prepare cause to be prepared and deliver delivered to Buyer Nexus Health Systems, as agent for the Sellers (i) a statement balance sheet of the Company and the Company Subsidiaries as of the Closing (the “Closing Date Balance Sheet”) which Closing Date Balance Sheet will reflect the actual Net Working Capital Statement”) setting forth PKI’s calculation of the Working Capital (as defined in this Section 1.4(a)) of Company and the Business containing the line items set forth in Part 3 of Schedule 1.4(a) Company Subsidiaries as of the Closing (“Closing Working Capital”), (ii) a statement of actual Cash held by the Company and the Company Subsidiaries as of the Closing (“Closing Cash”) and (iii) a statement of the actual aggregate Indebtedness of the Company and the Company Subsidiaries outstanding as of the Closing (“Closing Indebtedness”). The Closing Date (Balance Sheet and the statements of Closing Cash and Closing Indebtedness are collectively referred to as the “Closing Working Capital AmountStatement”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount Statement shall be calculated in accordance with the same accounting methods, policies, principles, practices this Agreement and proceduresGAAP, with consistent classificationsGAAP to be applied consistently in the manner in which GAAP was applied in the preparation of the Balance Sheet. The Closing Statement shall be prepared as if the Closing Date was the last day of Nexus Health Systems’ fiscal year. (ii) If Nexus Health Systems disputes the accuracy of the Closing Statement, judgments Nexus Health Systems shall timely provide written notice to Buyer no later than thirty (30) days following Nexus Health Systems’ receipt of the Closing Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Nexus Health Systems disputes and estimation methodologythe amounts of any adjustments that are necessary in Nexus Health Systems’ judgment for the computations contained in the Closing Statement to conform to the requirements of this Agreement and the basis for the Nexus Health Systems’ suggested changes. During such thirty (30) day period, Buyer shall, and shall cause the Company and the Company Subsidiaries to, provide Nexus Health Systems and its agents any information reasonably requested and reasonable access to the personnel, properties, books and records of the Company and the Company Subsidiaries for the purpose of their review of the Closing Statement. If Nexus Health Systems accepts the calculations of Closing Cash, Closing Indebtedness and/or Closing Working Capital as set forth on Schedule 1.4(a)in the Closing Statement or if Nexus Health Systems fails within such thirty (30) day period to deliver the Dispute Notice, then, the Closing Statement shall be deemed final and conclusive and binding upon all parties. The Parties agree that During the purpose thirty (30) day period following delivery of preparing a Dispute Notice, Buyer and Nexus Health Systems shall meet and negotiate in good faith with a view to resolving their disagreements over the disputed items. During such thirty (30) day period and until the final determination of Closing Cash, Closing Indebtedness and Closing Working Capital Statement pursuant to in accordance with this Section 1.4(a2.4(b)(ii) is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h)so finally determined, “Final Closing Cash”, “Final Closing Indebtedness” and “Final Closing Working Capital”, respectively), Nexus Health Systems and its agent shall be provided with such processes are not intended access to permit the introduction financial books and records of different accounting methodsthe Company and the Company Subsidiaries as it may reasonably request in connection with its review of the Closing Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, policiesFinal Closing Cash, principles, practices Final Closing Indebtedness and procedures for the purposes of preparing the Final Closing Working Capital Statement or calculating shall be the amount agreed upon by them and the Closing Working Capital AmountStatement shall reflect the same. If the parties fail to resolve their differences over the disputed items within such thirty (30) day period, then Buyer and Nexus Health Systems shall forthwith jointly request that the Independent Accounting Firm make a binding determination as to the disputed items in accordance with this Agreement.

Post-Closing Adjustment. (a) As soon as practicable (and in no event later than 90 days after the Closing), Buyer will prepare and deliver or cause to be prepared and delivered to Seller a balance sheet of the Company as of the opening of business on the Closing Date (the "CLOSING DATE BALANCE SHEET") and a proposed statement of the net worth of the Company as of the opening of business on the Closing Date (the "CLOSING NET WORTH STATEMENT"). The Purchase Price shall Closing Date Balance Sheet and the Closing Net Worth Statement (i) will reflect, respectively, the financial position of the Company and the components and calculation of the net worth of the Company in each case as of the opening of business on the Closing Date, (ii) will be prepared and determined as of the opening of business on the Closing Date using the same policies, principles and methodology used in connection with the preparation of the June 1998 Balance Sheet, and (iii) will be subject to adjustment after in accordance with the principles and methodology set forth in EXHIBIT E attached hereto (the policies, principles and methodology in clauses (ii) and (iii) of this Section 4.3(a) being referred to herein as the "BALANCE SHEET PRINCIPLES"). Notwithstanding anything contained herein to the contrary, there will be no changes in reserve or accrual policies or amounts (with respect to accrual and reserve amounts, without the prior written consent of Buyer which will not be unreasonably withheld or delayed) between June 30, 1998 and the Closing Date as follows: (a) Within sixty (60) days after without the Closing Date, PKI shall, at its expense, prepare and deliver to Buyer a statement (the “Closing Working Capital Statement”) setting forth PKI’s calculation prior written consent of Buyer. The net worth of the Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) Company as of the Closing Date determined in accordance with this Section 4.3 is referred to herein as the "CLOSING NET WORTH." In the event of any conflict or inconsistency between the policies, principles and methodology described in the foregoing clauses (ii) and (iii), the policies, principles and methodology set forth in EXHIBIT E shall govern. (b) If, within 45 days after the date of Buyer's delivery of the Closing Date Balance Sheet and the Closing Net Worth Statement, Seller disagrees with the Closing Date Balance Sheet and/or the Closing Net Worth Statement as prepared and determined by Buyer, Seller will give written notice to Buyer within such 45-day period (i) setting forth Seller's proposed changes to the Closing Date Balance Sheet as prepared by Buyer and the determination by Buyer of the Closing Net Worth and (ii) specifying in reasonable detail Seller's basis for disagreement. The failure by Seller to so express disagreement and provide such specification within such 45-day period will constitute the acceptance of Buyer's preparation of the Closing Date Balance Sheet and the computation of the Closing Net Worth. If Buyer and Seller are unable to resolve any disagreement between them with respect to the Closing Date Balance Sheet and the Closing Net Worth within 30 days after the giving of notice by Seller to Buyer of such disagreement, the items in dispute will be referred for determination to Pricewaterhouse Coopers LLP (the “Closing Working Capital Amount”"ACCOUNTANTS") as promptly as practicable, but not later than five days after the expiration of such 30 day period. Buyer and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable thereafter (but in no event later than 30 days after the submission to the Accountants of the notice of disagreement referred to in the immediately preceding sentence), including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. For purposes The Accountants will make a determination as to each of the items in dispute (but only those items in dispute), which determination will be in writing, furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants (but in no event later than 30 days thereafter), made in accordance with this Agreement (including EXHIBIT E), and conclusive and binding upon each of the parties hereto. Nothing herein will be construed to authorize or permit the Accountants to determine (i) any question or matter whatsoever under or in connection with this Agreement, “Working Capital” shall mean except the current assets determination of the Business as of 12:01 AM eastern time on what adjustments, if any, must be made in one or more disputed items reflected in the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on Balance Sheet and the Closing Date, calculated Net Worth Statement delivered by Buyer in order for the Closing Net Worth to be determined in accordance with the accounting policies set forth on Schedule 1.4(aprovisions of this Agreement (including EXHIBIT E); provided, howeveror a Closing Net Worth that is not equal to one of, that all Cash or between, the Closing Net Worth as determined by Seller and Cash Equivalents as determined by Buyer. The fees and Indebtedness expenses of the Acquired Companies included in Accountants will be paid one-half by Buyer and one-half by Seller. (c) During the calculation period that Seller's advisors are conducting their review of Buyer's preparation of the Purchase PriceClosing Date Balance Sheet and determination of the Closing Net Worth, Seller and its representatives will have reasonable access during normal business hours to the work papers prepared by or on behalf of Buyer and its representatives and any and all other things reasonably requested by Seller's advisors, in each case as case, in connection with Buyer's preparation of 12:01 AM eastern time on the Closing Date, shall be excluded from the calculation Net Worth Statement and determination of the Working Capital. The Closing Working Capital Amount shall be calculated Net Worth; PROVIDED, HOWEVER, that Seller will conduct such review in accordance a manner that does not unreasonably interfere with the same accounting methodsconduct of the business of the Company. To the extent any such work papers are in the control of Seller after the Closing, policies, principles, practices Seller will grant Buyer and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that its representatives reciprocal access rights for the purpose of preparing finalizing the preparation of the Closing Working Capital Statement pursuant Date Balance Sheet and the determination of the Closing Net Worth. Seller and Buyer agree in good faith to use all reasonable efforts to provide such information and access described in this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h4.3(c)), and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating the Closing Working Capital Amount.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (ai) Within sixty (60) 90 days after the Closing Date, PKI shall, at its expense, New Holdco will prepare and deliver to Buyer the Xxxxxxxxx XX Parties a statement (the “setting forth its calculation of Closing Working Capital Statement”) setting forth PKI’s calculation Capital, which statement will contain a balance sheet of the Working Capital Remington Companies (as defined in this Section 1.4(a)other than Marietta Leasehold LP) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) on a consolidated basis as of the Closing Date (the “Closing Working Capital Amount”). For purposes of this Agreement, “Working Capital” shall mean the current assets without giving effect to any of the Business Transactions), a balance sheet of Marietta Leasehold LP on a consolidated basis as of 12:01 AM eastern time on the Closing Date (without giving effect to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities any of the Business (to Transactions), the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) Non-Current Stock Plan Liability as of 12:01 AM eastern time on the Closing Date, calculated the Closing Working Capital Statement and a certificate of the senior accounting officer of New Holdco that (x) the Closing Working Capital Statement (other than the Non-Current Stock Plan Liability and Estimated Pro Rated Incentive Fees) was prepared in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with GAAP applied using the same accounting methods, policiespractices, principles, practices policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, methodologies that were used in the preparation of the Audited 2018 Carve-Out Financial Statements (in the case Remington and its consolidated subsidiaries) and the Audited 2018 Marietta Financial Statements (in the case of Marietta Leasehold LP) as set forth on Schedule 1.4(a). The Parties agree that the purpose of preparing the if such Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount (were being prepared and audited as defined in Section 1.4(h))of a fiscal year end, and such processes are not intended to permit (y) the introduction of different accounting Non-Current Stock Plan Liability was calculated applying the same methods, policiespractices, principles, practices policies and procedures for procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to calculate the purposes Non-Current Stock Plan Liability set forth in Schedule 3.06(a) but with a determination date as of preparing the Closing Working Capital Statement or calculating Date. For the avoidance of doubt, the Estimated Pro Rated Incentive Fees and Estimated Pro Rated Bonus Liabilities for this purpose shall be the same as the Estimated Pro Rated Incentive Fees and Estimated Pro Rated Bonus Liabilities, respectively, provided pursuant to Section 2.06(a). (ii) If the Post-Closing Working Capital AmountAdjustment is a positive number, New Holdco will promptly pay to the Xxxxxxxxx XX Parties in cash an amount equal to the Post-Closing Adjustment. Subject to Section 11.01, if the Post-Closing Adjustment is a negative number, the Xxxxxxxxx XX Parties will promptly pay to New Holdco in cash an amount equal to the Post-Closing Adjustment.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) days after the Closing DateOn or before May 31, PKI shall2014, at its expense, Buyer shall prepare and deliver to Buyer Seller a statement setting forth its calculation of Closing Working Capital (the “Closing Working Capital Statement”) setting forth PKI’s calculation of ). The Closing Working Capital Statement prepared by Buyer shall be consistent with the Working Capital (as defined Methodology, except with respect to accounts receivables, which shall be determined and calculated in this Section 1.4(a)) of accordance with the Business containing the line items principles set forth in Part 3 this Section. With respect to Inventory, the Buyer shall conduct an actual physical inventory of Schedule 1.4(a) the Inventory as of the Closing Date (the “Closing Working Capital Amount”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies physical inventory observation practices and procedures set forth on Schedule 1.4(a4.4 (the “Physical Inventory”); provided, howeverwhich shall be used in the Closing Working Capital Statement. Seller may observe such Physical Inventory. With respect to accounts receivables, that all Cash on and Cash Equivalents as of May 31, 2014, the Buyer, with the assistance of Seller, shall determine the amount collected on the Acquired Receivables, and Indebtedness the actual amount collected under the Acquired Receivables shall be used for purposes of determining the value of the Acquired Companies included in the calculation of the Purchase Price, in each case as of 12:01 AM eastern time Accounts Receivable on the Closing Date, shall be excluded from the calculation Working Capital Statement. Any Acquired Receivable that has not been paid in full as of the Working Capital. The date of the Closing Working Capital Amount Statement shall be calculated in accordance with reconveyed to Seller on a non-recourse basis. Thereafter, collection of such unpaid Acquired Receivable shall be the same accounting methods, policies, principles, practices and proceduresresponsibility of Seller, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a)all such proceeds going to Seller. The Parties parties agree that the purpose of preparing the determining Closing Working Capital Statement pursuant to and the related purchase price adjustment contemplated by this Section 1.4(a) 4.4 is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h))working capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices and procedures practices, procedures, classifications or estimation methodologies different from those set forth in the Working Capital Methodology for the purposes purpose of preparing the Closing Working Capital Statement or calculating the determining Closing Working Capital AmountCapital.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) 90 days after the Closing Date, PKI shall, at its expense, Buyer will prepare and deliver to Buyer Seller: (i) an unaudited balance sheet of the DVU Transferred Entities (the “Final Closing Balance Sheet”) as of and at the close of business on the date immediately prior to the Closing Date; and (ii) a final closing statement (the “Final Closing Working Capital Statement”) setting forth PKIin reasonable detail Buyer’s good faith calculation of: (1) the Final Net Working Capital, Closing Date Indebtedness and DVU Transaction Expenses; (2) the difference between the Preliminary Purchase Price and the Purchase Price shown on the Final Closing Statement (determined in accordance with Section 2.02 by substituting the Final Net Working Capital, Closing Date Indebtedness and DVU Transaction Expenses amounts shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and (3) the resulting final Purchase Price calculated in accordance with Section 2.02 (the “Final Purchase Price”). (b) The Final Closing Balance Sheet and Final Closing Statement will be prepared in accordance with the Calculation Principles and this Agreement. Nothing in this Section 2.06(b) is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Financial Statements or the Balance Sheet, or any actual or alleged failure of the Financial Statements or the Balance Sheet to be prepared in accordance with GAAP. Buyer will prepare the Final Closing Statement and determine the Final Net Working Capital, Closing Date Indebtedness and DVU Transaction Expenses using the Calculation Principles and will not be permitted to introduce different accounting principles, procedures, policies, practices, estimates, judgments or methodologies. (c) Seller may dispute Buyer’s calculation of the Working Capital Final Closing Balance Sheet and Final Closing Statement (as defined collectively, the “Final Closing Documents” (or any element thereof) by notifying Buyer in this Section 1.4(awriting, setting forth in reasonable detail the particulars of such disagreement, including the basis therefor (the “Notice of Objection”)) , within 45 days after Seller’s receipt of the Business containing Final Closing Documents. Any item or amount as to which no dispute is raised in the line items Notice of Objection will be final, conclusive and binding on the Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the matters raised in the Notice of Objection. In the event that Seller does not deliver a Notice of Objection to Buyer within such 45 day period, Seller will be deemed to have accepted Buyer’s calculation of the Final Purchase Price set forth in Part 3 the Final Closing Documents. In the event that a Notice of Schedule 1.4(a) as Objection is timely delivered, Buyer and Seller will use their respective commercially reasonable efforts for a period of 45 days after Seller’s receipt of the Closing Date Notice of Objection, or such longer period as the Parties may agree in writing, to resolve any disagreements set forth in the Notice of Objection. (d) If Buyer and Seller are unable to resolve such disagreements within such 45 day period (or such longer period as the Parties will have agreed in writing), then an independent accounting firm of recognized national standing as may be mutually selected by Buyer and Seller (the “Closing Working Capital AmountIndependent Firm”) will be appointed, as an expert and not an arbitrator, to resolve any items that remain in dispute at the end of such period (the “Unresolved Items”), but in no case will the Independent Firm review or propose any resolution for any matters that have not been raised in the Notice of Objection. For purposes If the Parties are not able to mutually select an accounting firm that is willing and able to serve in such capacity, then Buyer will within ten days deliver to Seller a listing of three accounting firms of nationally recognized standing, provided, that, Buyer will exclude from such list any office of such accounting firms that has worked in the past two years for Buyer or any of Buyer’s Affiliates, and Seller will within five days after receipt of such list, select one of such three accounting firms to act as the Independent Firm, which accounting firm will not have worked in the past two years for Seller or any of Seller’s Affiliates. (e) Buyer and Seller will instruct the Independent Firm to determine as promptly as practicable, and in any event within 45 days after the date on which such dispute is referred to the Independent Firm, based solely on the provisions of this Agreement, “Working Capital” shall mean and the current assets written presentations by Seller and Buyer, and not on an independent review, whether and to what extent (if any) the calculations set forth in the Final Closing Documents require adjustment. In resolving any Unresolved Item, the Independent Firm (i) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party, and (ii) may not take oral testimony from the Parties hereto or any other Person. Seller and Buyer will give each other copies of any written submissions at the same time as they are submitted to the Independent Firm. Buyer will bear and pay a percentage of the Business fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Purchase Price proposed by Seller that are successful, and Seller will bear and pay a percentage of the fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Purchase Price proposed by Seller that are not successful, in each case, as determined by the Independent Firm. The determination of 12:01 AM eastern time the Independent Firm will be set forth in a written statement delivered to the Parties and will be final, conclusive and binding on the Closing Date Parties, absent fraud or manifest error. (to the extent owned by an Acquired Company or included f) Each of Buyer and Seller will, and will cause their respective Subsidiaries (including, in the case of Buyer, the DVU Transferred AssetsEntities) less to (i) permit the current liabilities other Parties and their Representatives to have reasonable access during normal business hours to their respective books, records and other documents (including work papers, schedules, financial statements and memoranda) pertaining to or used in connection with the preparation of the Business (to Preliminary Closing Statement or the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) Final Closing Documents, as of 12:01 AM eastern time on the Closing Dateapplicable, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase PriceNet Working Capital, in each case as of 12:01 AM eastern time on Closing Date Indebtedness and DVU Transaction Expenses and (ii) use commercially reasonable efforts to make such Party’s employees reasonably available to, and direct its accountants to cooperate with, the Closing Date, shall be excluded from other Parties to verify the calculation accuracy of the Working Capital. The Preliminary Closing Working Capital Amount shall Statement or Final Closing Documents, as applicable, provided, that, the accountants of a Party will not be calculated obliged to make any work papers available to any other Party or its Representatives except in accordance with the same accounting methods, policies, principles, practices and such accountant’s normal disclosure procedures, with consistent classificationsafter such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (g) If the Final Closing Statement shows that an amount is due to Buyer (because the Preliminary Purchase Price is greater than the Final Purchase Price shown on the Final Closing Statement), judgments Seller will owe the excess to Buyer, and estimation methodologySeller will promptly pay such excess to Buyer, as set forth in cash. If the Final Closing Statement shows that an amount is due to Seller (because the Preliminary Purchase Price is less than the Final Purchase Price shown on Schedule 1.4(athe Final Closing Statement), Buyer will promptly pay such excess to Seller, in cash. The Parties agree that the purpose of preparing the Closing Working Capital Statement Any payment pursuant to this Section 1.4(a2.06(g) to be made by Buyer or Seller, as the case may be, will be made by wire transfer of immediately available funds within five Business Days to such account or accounts of such other Party as may be designated by such other Party in writing. In the event of a failure to timely make such payment, interest will accrue on such amount for the period commencing on the payment due date through the date on which such payment is made calculated at the Prime Rate. Such interest will be payable at the same time as the payment to measure changes in Working Capital against which it relates and will be calculated daily on the Target Working Capital Amount (as defined in basis of a year of 365 days and the actual number of days elapsed. Upon payment of any difference between the Final Purchase Price shown on the Final Closing Statement and the Preliminary Purchase Price pursuant to this Section 1.4(h)2.06(g), Buyer or Seller, as applicable will be fully released and such processes are not intended discharged of any obligations with respect to permit the introduction of different accounting methods, policies, principles, practices and procedures other Party for the purposes of preparing the Closing Working Capital Statement or calculating the Closing Working Capital AmountFinal Purchase Price.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within Promptly, but in any event within sixty (60) calendar days after the Closing Date, PKI shall, at Buyer and its expense, auditors shall prepare and deliver to Seller a statement, duly certified by Buyer a statement (the “Closing Working Capital Statement”) as accurately setting forth PKIBuyer’s calculation of the Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) as of the Closing Date (the “Closing Working Capital Amount”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated good faith determination in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Accounting Principles of (i) the Indebtedness of the Acquired Companies included in Company, (ii) the calculation cash of the Purchase PriceCompany and (iii) the Accounts Payable, (iv) the Accounts Receivable, (v) the Net Accounts and (vi) the Inventory of the Company (in each case as of 12:01 AM eastern time the close of business) on the Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated Date and determined on a consolidated basis in accordance with the same accounting methodsAccounting Principles and the Company Accounts Schedule), policiestogether with (x) the consolidated balance sheet and the consolidated trial balance of the Company from which such determinations were derived, principlesand (y) such other relevant information on which the calculations reflected thereon are based, practices in such detail as shall be reasonably acceptable to Seller (such statement, together with such accompanying balance sheet and proceduresother information, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(athe “Closing Statement”). The Parties agree that the purpose of preparing the Closing Working Capital Statement pursuant to this Section 1.4(a) and determining Accounts Payable, Accounts Receivable, Net Accounts, Inventory, cash and Indebtedness is to measure changes in Working Capital against the Target Working Capital Amount (as defined components taken into consideration in Section 1.4(h)), and such processes are determining the Closing Consideration. Such process is not intended to permit the introduction of different components, judgments, accounting methods, policies, principles, practices and procedures practices, procedures, classifications or estimation methodologies for the purposes purpose of preparing the Closing Working Capital Statement or calculating determining the cash, Indebtedness, Accounts Payable, Accounts Receivable, Net Accounts and Inventory from the Accounting Principles and the Company Accounts Schedule, as applicable. (b) If Seller disagrees with Buyer’s determination of the Indebtedness, cash Accounts Payable, Accounts Receivable, Net Accounts and/or Inventory, in each case as reflected on the Closing Working Capital AmountStatement, Seller may, within sixty (60) calendar days after receipt of the Closing Statement, deliver a signed written notice (the “Dispute Notice”) to Buyer setting forth Seller’s objection(s) to the Closing Statement (each an “Item of Dispute”). Buyer will cooperate with Seller to provide it with such other information used in preparing or related to the Closing Statement reasonably requested by Seller including, upon reasonable advance notice, access during normal business hours to relevant records of Buyer. If Buyer does not receive a Dispute Notice within sixty (60) calendar days after delivery by Buyer of the Closing Statement, the Closing Statement shall be conclusive and binding upon each of the Parties. If Buyer receives a Dispute Notice from Seller within sixty (60) calendar days after delivery by Buyer of the Closing Statement, Buyer and Seller shall use reasonable efforts to resolve each Item of Dispute, and, if any Item of Dispute is so resolved, the Closing Statement shall be modified to the extent necessary to reflect such resolution. If any Item of Dispute remains unresolved as of the 20th calendar day after delivery by Seller of the Dispute Notice, Buyer and Seller shall jointly retain the New York, New York office of Xxxxx Xxxxxxxx LLP to resolve such remaining disagreement; provided that, if the New York, New York office of Xxxxx Xxxxxxxx LLP is then unavailable for such purposes, Buyer and Seller shall jointly retain an independent accounting firm of recognized national standing, excluding for such purpose each Big Four Accounting Firm, to resolve such remaining disagreement; provided, further, that in such case, if Buyer and Seller are unable to agree on the choice of such firm, then such firm will be a nationally recognized independent accounting firm (other than a Big Four Accounting Firm) selected by lot, after excluding one firm designated by Buyer and one firm designated by Seller (the firm actually retained pursuant to this sentence, the “Accounting Firm”). Buyer and Seller shall request that the Accounting Firm render a determination as to each unresolved Item of Dispute within thirty (30) calendar days after its retention, and Buyer and Seller shall, and Buyer shall cause the Company and each of their respective agents and representatives to, reasonably cooperate with the Accounting Firm so as to enable it to make such determination as quickly and accurately as reasonably practicable, including the provision by Buyer and the Company of all books and records and work papers (including those of their accountants and auditors) relating to the Closing Statement and all other items reasonably requested by the Accounting Firm (in each case in such a manner so as not to waive or eliminate any privilege applicable to any such information). The Accounting Firm shall consider only those items and amounts that were set forth on the Closing Statement and the Dispute Notice and that remain unresolved and may not assign a value greater than the greatest value claimed by Buyer or Seller for such item or smaller than the smallest value claimed by Buyer or Seller for such item in the Written reports submitted to the Accounting Firm. Buyer and Seller agree that any market or business developments after the Closing shall not be taken into consideration and that the status of the Target Companies’ affairs and market circumstances at the time of the Closing shall prevail. The Accounting Firm’s determinations shall be based upon the definitions of Indebtedness Accounts Payable, Accounts Receivable, Net Accounts and Inventory included herein. The Accounting Firm’s determination of each Item of Dispute submitted to it shall be in Writing, shall conform with this Section 2.07, and shall be conclusive and binding upon each of the Parties, and the Closing Statement shall be modified to the extent necessary to reflect such determination(s) and the Accounting Firm’s final determinations of such matters shall be non-appealable and incontestable by the Parties and each of their respective Affiliates and successors and assigns and not subject to collateral attack for any reason other than manifest error or fraud. The Accounting Firm shall allocate its fees, costs and expenses between Buyer on the one hand, and Seller on the other hand, in proportion to the difference between the Accounting Firm’s determination of the Items of Dispute and the value of the adjustment to the Closing Consideration claimed by each of Buyer and Seller. For example, if it is Buyer’s position that the adjustment owed is $300, Seller’s position that the adjustment owed is $100 and the Independent Accounting Firm’s finding that the adjustment owed is $250, then Buyer shall pay 25% (300-250 / 300-100) of the Accounting Firm’s fees and expenses and Seller shall pay 75% (250-100 / 300-100) of the Accounting Firm’s fees and expenses. The Indebtedness, cash, Accounts Payable, Accounts Receivable and Inventory, in each case as finally agreed upon or determined pursuant to this Section 2.07, are referred to herein as the “Actual Indebtedness the “Actual Cash,” the “Actual Accounts Payable,” the “Actual Accounts Receivable” and the “Actual Inventory” respectively.

Post-Closing Adjustment. The Purchase Price shall (a) As soon as practicable (and in no event later than 60 days after the Closing), Parent will prepare and deliver or cause to be subject prepared and delivered to adjustment after the Stockholders' Representative a balance sheet of the Company as of the close of business on the Closing Date as follows: (athe "CLOSING DATE BALANCE SHEET") Within sixty (60) days after without giving effect to the transactions described in this Agreement to be consummated at the Closing Date, PKI shall, at its expense, prepare and deliver to Buyer a proposed statement (the “Closing Working Capital Statement”) setting forth PKI’s calculation of net working capital of the Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) Company as of the Closing Date (the “"CLOSING WORKING CAPITAL BALANCE STATEMENT"). The Closing Date Balance Sheet and the Closing Working Capital Amount”). For purposes of this AgreementBalance Statement (i) will reflect, “Working Capital” shall mean respectively, the current assets financial position of the Business as Company and the components and calculation of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities net working capital of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, Company in each case as of 12:01 AM eastern time on the Closing Date; (ii) will be prepared and determined in accordance with GAAP, shall be excluded from on a basis consistent with the calculation policies, principles and methodology used in connection with the preparation of the Working Capital. The Closing Working Capital Amount shall Audited Balance Sheet (the "1997 BALANCE SHEET PRINCIPLES"); and (iii) will be calculated adjusted in accordance with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as methodology set forth on Schedule 1.4(ain EXHIBIT E attached hereto (the "REFERENCE WORKING CAPITAL STATEMENT"). The Parties agree that net working capital of the purpose Company as of preparing the Closing Date determined in accordance with this Section 2.16, including the adjustments set forth in the Reference Working Capital Statement, is referred to herein as the "CLOSING WORKING CAPITAL BALANCE." To the extent of any inconsistency between the methodology disclosed in the Reference Working Capital Statement and the 1997 Balance Sheet Principles, the terms of the Reference Working Capital Statement will govern. (b) If, within 30 days after the date of Parent's delivery of the Closing Date Balance Sheet and the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes Balance Statement, the Stockholders' Representative determines in Working Capital against good faith that the Target Working Capital Amount (as defined in Section 1.4(h)), Closing Date Balance Sheet and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Balance Statement or calculating have not been prepared and determined in accordance with this Agreement, the Stockholders' Representative will give written notice to Parent within such 30 day period (i) setting forth the Stockholders' Representative's proposed changes to the Closing Date Balance Sheet as prepared by Parent and the determination by the Stockholders' Representative of the Closing Working Capital AmountBalance and (ii) specifying in detail the Stockholders' Representative's basis for disagreement with Parent's preparation and determination of the Closing Date Balance Sheet and the Closing Working Capital Balance. The failure by the Stockholders' Representative to so express disagreement and provide such specification within such 30 day period will constitute the acceptance of Parent's preparation of the Closing Date Balance Sheet and the computation of the Closing Working Capital Balance. If Parent and the Stockholders' Representative are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance within 30 days after the giving of notice by the Stockholders' Representative to Parent of such disagreement, the items in dispute will be referred for determination to Price Waterhouse Coopers, L.L.P. (the "ACCOUNTANTS") as promptly as practicable, but not later than five days after the expiration of such 30 day period. Parent and the Stockholders' Representative will use reasonable efforts to cause the Accountants to render their decision as soon as practicable thereafter (but in no event later than 30 days after the submission to the Accountants of the notice of disagreement referred to in the immediately preceding sentence), including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. The Accountants will make a determination as to each of the items in dispute (but only those items in dispute), which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants (but in no event later than 30 days thereafter), (C) made in accordance with this Agreement (including the Reference Working Capital Statement), and (D) conclusive and binding upon each of the parties hereto. Nothing herein will be construed to authorize or permit the Accountants to determine (i) any question or matter whatsoever under or in connection with this Agreement, except the determination of what adjustments, if any, must be made in one or more disputed items reflected in the Closing Date Balance Sheet and the Closing Working Capital Balance Statement delivered by Parent in order for the Closing Working Capital Balance to be determined in accordance with the provisions of this Agreement (including the Reference Working Capital Statement), or (ii) a Closing Working Capital Balance that is not equal to one of, or between, the Closing Working Capital Balance as determined by the Stockholders' Representative and as determined by Parent. The fees and expenses of the Accountants will be paid by the party whose last written settlement offer related to all items in dispute, in the aggregate, submitted to the Accountants upon the referral of the matter to the Accountants in accordance with this Section 2.16(b) (each, a "LAST OFFER") varies by the greatest absolute amount from the determination by the Accountants of all such disputed items. No party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement discussions or settlement offer (other than the Last Offer) made by any party. (c) During the period that the Stockholders' Representative's advisors and personnel are conducting their review of Parent's preparation of the Closing Date Balance Sheet and determination of the Closing Working Capital Balance, the Stockholders' Representative and his representatives will have reasonable access during normal business hours to the work papers, prepared by or on behalf of Parent and its representatives in connection with Parent's preparation of the Closing Working Capital Balance Statement and determination of the Closing Working Capital Balance; PROVIDED, HOWEVER, that the Stockholders' Representative will conduct such review in a manner that does not unreasonably interfere with the conduct of the business of the Company or result in substantial out-of-pocket costs to Parent. To the extent any such work papers are in the control of the Stockholders' Representative after the Closing, the Stockholders' Representative will grant Parent and its representatives reciprocal access rights for the purpose of finalizing the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance. The Stockholders' Representative and Parent agree in good faith to use all reasonable efforts to provide such information and access described in this Section 2.16(c).

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) days after the Closing Date, PKI shall, at its expense, Buyer shall prepare and deliver to Buyer Seller: (i) an unaudited consolidated balance sheet of the Company and the Company Subsidiaries, taken as a whole (the “Final Closing Balance Sheet”), as of and at the close of business on the date immediately prior to the Closing Date; and (ii) a final closing statement (the “Final Closing Working Capital Statement”) setting forth PKIas of and at the close of business on the date immediately prior to the Closing Date, reflecting Buyer’s calculation of: 1) the Final Net Working Capital, Closing Date Cash, Closing Date Indebtedness and Company Transaction Expenses; 2) the difference between the Preliminary Purchase Price and the Estimated Final Purchase Price shown on the Final Closing Statement (determined in accordance with Section 2.02 by substituting Buyer’s calculation of the Final Net Working Capital Capital, Closing Date Cash, Closing Date Indebtedness and Company Transaction Expenses amounts shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and 3) the resulting calculation of the final Purchase Price calculated in accordance with Section 2.02 (as defined the “Estimated Final Purchase Price”). (b) The Final Closing Balance Sheet and Final Closing Statement shall be prepared in accordance with the Calculation Principles. Nothing in this Section 1.4(a)) 2.06 is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Financial Statements, the Balance Sheet, the Preliminary Closing Statement and the Sample Preliminary Closing Statement, or any actual or alleged failure of the Business containing Financial Statements, the line items Balance Sheet, the Preliminary Closing Statement or the Sample Preliminary Closing Statement to be prepared in accordance with GAAP. Buyer shall not be permitted to introduce different accounting principles, procedures, policies, practices, estimates, judgments or methodologies in the preparation of the Final Closing Statement or the determination of the Final Net Working Capital, Closing Date Cash, Closing Date Indebtedness or Company Transaction Expenses from the Calculation Principles. (c) Seller may dispute Buyer’s calculation of the Final Closing Balance Sheet or the Final Closing Statement (collectively, the “Final Closing Documents”) (or any element thereof) by notifying Buyer in writing, setting forth in reasonable detail the particulars of such disagreement (the “Notice of Objection”), within forty-five (45) days after Seller’s receipt of the Final Closing Documents. Any item or amount as to which no dispute is raised in the Notice of Objection will be final, conclusive and binding on the Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the matters raised in the Notice of Objection. In the event that Seller does not deliver a Notice of Objection to Buyer within such forty-five (45) day period, Seller shall be deemed to have accepted Buyer’s calculation of the Estimated Final Purchase Price set forth in Part 3 of Schedule 1.4(a) the Final Closing Documents (the Purchase Price as finally determined in accordance with this Section 2.06, the “Final Purchase Price”). In connection with the review by Seller of the Final Closing Documents, Buyer shall (i) permit Seller and its Representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements and memoranda) pertaining to or used in connection with the preparation of the Final Closing Documents and the calculation of the Final Net Working Capital, Closing Date Cash, Closing Date Indebtedness and Company Transaction Expenses and provide Seller with copies thereof and (ii) provide Seller and its Representatives reasonable access to employees and accountants of Buyer, the Company and the Company Subsidiaries as reasonably requested by Seller to verify the accuracy of the Final Closing Documents. Buyer shall cause the employees and accountants of Buyer, the Company and the Company Subsidiaries to cooperate in all reasonable respects with Seller and its Representatives in connection with their review of such work papers and other documents and information relating to the calculation of the Final Net Working Capital, Closing Date Cash, Closing Date Indebtedness and Company Transaction Expenses as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Company and the Company Subsidiaries, or any of their respective accountants. In the event that a Notice of Objection is timely delivered, Buyer and Seller shall use their respective commercially reasonable efforts for a period of sixty (60) days after Buyer’s receipt of the Notice of Objection, or such longer period as the Parties may agree in writing, to resolve any disagreements set forth in the Notice of Objection. (d) If Buyer and Seller are unable to resolve such disagreements within such sixty (60) day period (or such longer period as the Parties shall have agreed in writing), then KPMG LLP (or such other independent accounting firm of recognized national standing as may be mutually selected by Buyer and Seller) (the “Closing Working Capital AmountIndependent Firm”) shall be appointed, as an expert and not an arbitrator, to resolve any items that remain in dispute at the end of such period (the “Unresolved Items”), but in no case shall the Independent Firm review or propose any resolution for any matters that have not been raised in the Notice of Objection. For purposes If KPMG LLP is unwilling or unable to serve in such capacity and the Parties are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Seller shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of nationally recognized standing (and none of which have worked in the past three (3) years for Seller or Buyer or any of their respective Affiliates) and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms to act as the Independent Firm. (e) Buyer and Seller shall instruct the Independent Firm to determine as promptly as practicable, and in any event within ninety (90) days after the date on which such dispute is referred to the Independent Firm, based solely on the provisions of this Agreement, “Working Capital” shall mean and the current assets of written presentations by Seller and Buyer, and not on an independent review, whether and to what extent (if any) the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included calculations set forth in the Transferred AssetsFinal Closing Documents require adjustment. In resolving any Unresolved Item, the Independent Firm (i) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the current liabilities of smallest value for such item claimed by either Party, (ii) may not take oral testimony from the Business Parties hereto or any other Person and (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilitiesiii) as of 12:01 AM eastern time on shall not consider any facts that have occurred after the Closing Date. Seller and Buyer shall give each other copies of any written submissions at the same time as they are submitted to the Independent Firm. Buyer shall bear and pay a percentage of the fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Purchase Price proposed by Seller that are successful, calculated and Seller shall bear and pay a percentage of the fees and expenses of the Independent Firm that is equal to the percentage of the total dollar amount of changes to the Final Purchase Price proposed by Seller that are not successful, in each case, as determined by the Independent Firm (provided that fees and expenses of the Independent Firm for which Seller is responsible shall be paid solely from the Escrow Account). The determination of the Independent Firm shall be set forth in a written statement delivered to the Parties and shall be final, conclusive and binding on the Parties, absent fraud or manifest error. (f) If the Final Closing Statement shows that an amount is due to Buyer (because the Preliminary Purchase Price is greater than the Final Purchase Price), Buyer shall be entitled to payment of such amount solely out of the Escrow Account. If the Final Closing Statement shows that an amount is due to Seller (because the Preliminary Purchase Price is less than the Final Purchase Price), Buyer shall promptly pay such excess to Seller, in cash. Any payment pursuant to this Section 2.06(f) shall be made by Buyer or, upon the receipt of joint written instructions in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash terms and Cash Equivalents and Indebtedness provisions of the Acquired Companies included Escrow Agreement, the Escrow Agent, as the case may be, by wire transfer of immediately available funds within five (5) Business Days to such account or accounts of Seller or Buyer, as applicable, as may be designated by Seller or Buyer in writing. In the calculation event of a failure to timely make such payment, interest shall accrue on such amount for the Purchase Price, in each case as of 12:01 AM eastern time period commencing on the Closing Date, payment due date through the date on which such payment is made calculated at the Prime Rate. Such interest shall be excluded from payable at the calculation of same time as the Working Capital. The Closing Working Capital Amount payment to which it relates and shall be calculated in accordance with daily on the same accounting methods, policies, principles, practices basis of a year of three hundred and procedures, with consistent classifications, judgments sixty-five (365) days and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that the purpose actual number of preparing the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h)), and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating the Closing Working Capital Amountdays elapsed.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date (i) As promptly as follows: (a) Within sixty (60) practicable, but in no event later than 75 days after the Closing Date, PKI shall, at its expense, Parent shall cause Holdco to prepare and deliver to Buyer the Representative a consolidated balance sheet of the Companies as of the Determination Time together with a statement (the “Closing Working Capital Statement”) setting forth PKIcontaining Parent’s determination, with supporting detail, of the actual amounts of Closing Working Capital, Closing Cash, Closing Debt and Transaction Expenses, and Parent’s calculation of the Working Capital Merger Consideration based on such amounts (such amount, as defined finally determined in accordance with this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) as of the Closing Date (2.10, the “Closing Working Capital AmountFinal Merger Consideration”). For purposes of this AgreementThe Closing Statement, “Working Capital” the Final Merger Consideration and all computations, determinations, accounting principles and adjustments contained therein shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated be prepared in accordance with the accounting policies set forth on Schedule 1.4(a); providedprinciples, howeverpractices, that all Cash procedures, policies, methods, classifications, judgments, assumptions, techniques, elections, inclusions, exclusions and Cash Equivalents valuation and Indebtedness estimation methodologies utilized in the preparation of the Acquired Companies included in 2016 Audited Financial Statements and the calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, shall be excluded from the calculation of the Sample Working CapitalCapital Calculation. The Closing Working Capital Amount Statement shall be calculated not include any changes in accordance with the same assets or liabilities as a result of purchase accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a)adjustments. The Parties agree that the purpose of preparing the Closing Statement and determining the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in the difference between agreed upon elements of Closing Working Capital against as of the Target Determination Time compared to the Estimated Working Capital Amount (as defined in Section 1.4(h)), and such Capital. Such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices and procedures practices, procedures, classifications or estimation methodologies for the purposes purpose of preparing determining the Closing Working Capital Statement from those used to determine the Sample Working Capital unless a new Current Asset or calculating new Current Liability arises that did not exist at the time of the preparation of the Sample Working Capital. (ii) Within 45 days following receipt by the Representative of the Closing Working Capital AmountStatement, the Representative shall deliver written notice to Parent of any dispute it has with respect to the preparation or content of the Closing Statement (a “Dispute Notice”). If the Representative does not deliver a Dispute Notice within such 45-day period, the Closing Statement will be final, conclusive and binding on the Parties. If the Representative does deliver a Dispute Notice within such 45-day period, Parent and the Representative shall negotiate in good faith to resolve each disputed item raised therein (each a “Disputed Item”). If Parent and the Representative, notwithstanding such good faith effort, fail to resolve such dispute within 60 days after Parent’s receipt of the Dispute Notice, the Parties shall within five Business Days, submit any outstanding Disputed Item to the Arbitration Firm, who shall be engaged to provide a final and conclusive resolution of all unresolved Disputed Items as promptly as practicable, but in no event more than 60 days after the date of such engagement. The Arbitration Firm shall determine only those issues that remain in dispute. In resolving any Disputed Items, the Arbitration Firm may not assign a value to any Disputed Item greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Representative in the Dispute Notice, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Representative in the Dispute Notice, on the other hand. The Arbitration Firm’s determination will be based solely on written submissions by Parent and the Representative (i.e., not on the basis of an independent review and testimony) and in accordance with the guidelines and procedures set forth in this Agreement. The Arbitration Firm’s determination shall be made within 30 Business Days of such submissions, shall be set forth in a written report which shall include an explanation of the reasons for its determination on each matter in dispute and shall be final, binding and conclusive on the parties. The fees and expenses of the Arbitration Firm shall be allocated by the Arbitration Firm based on the aggregate percentage that the portions of the contested amounts not awarded to each party bear to the aggregate amounts contested by such party, and each party shall bear its own other expenses in connection therewith, including its attorneys’ and accountants’ fees.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Section 1.7(a) of the Disclosure Schedule sets forth an example calculation of Working Capital as of October 31, 2020, including the components thereof, assuming the Closing occurred on such date. Such example calculation was prepared using the principles, methods and methodologies set forth on Section 1.7(a) of the Disclosure Schedule (the “Accounting Principles”). Concurrently with delivery of the Closing Statement, the Company will deliver to Parent the Company’s good faith estimate of estimated Working Capital as of immediately prior to the Closing, including the components thereof, as calculated based on the Accounting Principles and the example calculation of Working Capital set forth on Section 1.7(a) of the Disclosure Schedules (the “Estimated Working Capital”), including reasonable supporting documents. (b) Within sixty (60) 90 calendar days after the Closing Date, PKI shall, at its expense, prepare and Parent shall deliver to Buyer the Representative (1) an unaudited consolidated balance sheet of the Company as of immediately before the Closing (the “Closing Balance Sheet”) and (2) a statement (the “Post-Closing Working Capital Statement”) setting forth PKI’s the calculation of the (A) actual Working Capital (as defined in this of immediately prior to the Closing, including the components thereof, as calculated on a basis consistent with Section 1.4(a)1.7(a) of the Business containing Disclosure Schedules (the line items set forth “Closing Working Capital”), (B) actual Cash and Cash Equivalents of the Company as of immediately prior to the Closing (“Closing Cash”), (C) actual Company Indebtedness as of immediately prior to the Closing (the “Closing Company Indebtedness”) and (D) the actual Transaction Expenses as of immediately prior to the Closing (the “Closing Transaction Expenses”), in Part 3 each case with reasonable supporting or underlying documentation used in the preparation thereof. The Closing Balance Sheet and Post-Closing Statement will be prepared in accordance with the Accounting Principles and will fairly present the financial position of Schedule 1.4(a) the Company as of the Closing Date immediately before the Effective Time. When Parent delivers the Closing Balance Sheet and the Post-Closing Statement, Parent shall provide the Representative and the Representative’s representatives reasonable access during normal business hours to the books and records and employees of the Surviving Company to the extent necessary to determine the accuracy of the Closing Balance Sheet and the Post-Closing Statement and will cause the employees of the Surviving Company and Parent to reasonably cooperate with the Representative and the Representative’s representatives in connection with their determination of the accuracy of the Closing Balance Sheet and the Post-Closing Statement. (c) The Representative may object to the Closing Balance Sheet or the Post-Closing Statement by written notice to Parent within 45 calendar days after the Representative receives the Closing Balance Sheet and the Post-Closing Statement. If the Representative does not so object, then the Closing Balance Sheet and the Post-Closing Statement will each be considered final at the end of the last day of that 45-day period. If the Representative does so object during such period and the Representative and Parent are unable to resolve their differences within 30 calendar days after the Representative so objected, then the Representative and Parent will instruct their respective accountants to use commercially reasonable efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Closing Balance Sheet and Post-Closing Statement to the Representative and Parent as soon as possible. If the Representative’s accountants and Parent’s accountants are unable to resolve any such disputed items within 30 calendar days after receiving such instructions, then the Representative and Parent will submit a list of the remaining disputed items and the respective values attributable thereto to a nationally recognized independent accounting firm mutually agreed by Parent and the Representative (the “Working Capital Arbiter”) for resolution, and they will instruct the Working Capital Arbiter to determine the final Closing Balance Sheet and Post-Closing Statement and to deliver its determination to the Representative and Parent as soon as possible. The Working Capital Arbiter will consider only those items and amounts in the Representative’s and Parent’s respective calculations of the Post-Closing Statement that are identified as being items and amounts to which the Representative and Parent have been unable to agree. In resolving any disputed item, the Working Capital Arbiter must assign the item a value equal to or between the values claimed respectively by the Representative and Parent. The Working Capital Arbiter will determine the final calculation for Closing Working Capital Amount(the “Final Working Capital”), Closing Cash (the “Final Cash”), Closing Company Indebtedness (the “Final Company Indebtedness”) and Closing Transaction Expenses (the “Final Transaction Expenses”, together with Final Working Capital, Final Cash and Final Company Indebtedness, the “Final Closing Statement”) based solely on the written materials submitted by the Representative and Parent and on the definition of Working Capital included in this Agreement. For purposes The determination of the Working Capital Arbiter will be binding upon the Parties for all purposes, and Parent, the Representative and the Company Members each will not have any right to, and will not, institute any Action challenging such determination or with respect to the matters that are the subject of this AgreementSection 1.7, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date except that they will not be precluded from instituting or pursuing an Action to enforce such determination, or from claiming any Losses pursuant to Section 7.3(f) or (g) to the extent owned by an Acquired Company or included not otherwise taken into account in the Transferred Assets) less Final Closing Statement. The Working Capital Arbiter will act as an expert and not as an arbitrator. If the current liabilities Working Capital Arbiter’s determination of Post-Closing Statement is closer to the value initially asserted by Parent to the Working Capital Arbiter, then the Company Members will pay the costs of the Business (Working Capital Arbiter, and the Representative is authorized to pay such costs by deducting the amount thereof from the Representative Fund or any Contingent Consideration otherwise payable. If the Working Capital Arbiter’s determination of the Final Closing Statement is closer to the extent they are liabilities value initially asserted by the Representative to the Working Capital Arbiter, then Parent will pay the costs of the Acquired Companies or included in Working Capital Arbiter. Each of Parent and the Transferred LiabilitiesRepresentative will cooperate with and assist the Working Capital Arbiter to determine the Final Closing Statement and Closing Balance Sheet, including by making available and granting access to records and employees. (d) as Within three Business Days of 12:01 AM eastern time on the final determination of the Closing Date, calculated Balance Sheet and Final Closing Statement in accordance with Section 1.7(a), the accounting policies Merger Consideration shall be recalculated by substituting the Final Working Capital for Estimated Working Capital, the Final Cash for Estimated Cash, the Final Company Indebtedness for Estimated Company Indebtedness and the Final Transaction Expenses for Estimated Transaction Expenses (the “Adjusted Merger Consideration”), and: (1) if the Adjusted Merger Consideration is greater than the Merger Consideration, then Parent will cause to be paid to the Exchange Agent (for the benefit of, and for further distribution to, each of the Company Holders according to their Aggregate Escrow Funding Percentages) an amount equal to the positive amount by which the Adjusted Merger Consideration is greater than the Merger Consideration, and Representative and Parent will cause the Escrow Agent to deliver from the Escrow Fund by wire transfer of immediately available funds to the Exchange Agent or the Surviving Company (for the benefit of holders of Company Options according to their Aggregate Escrow Funding Percentages), an amount equal to $5,000,000; and (2) if the Merger Consideration is greater than the Adjusted Merger Consideration, then the Representative and Parent will cause the Escrow Agent to deliver from the Escrow Fund by wire transfer of immediately available funds (A) to Parent, the positive amount, if any, by which the Adjusted Merger Consideration is less than the Merger Consideration (the “Negative Adjustment”), and (B) if the Negative Adjustment is less than $5,000,000, to the Exchange Agent as set forth on Schedule 1.4(abelow or the Surviving Company (for the benefit of holders of Company Options according to their Aggregate Escrow Funding Percentages); provided, howeveran amount equal to (i) $5,000,000, that all Cash and Cash Equivalents and Indebtedness less (ii) the Negative Adjustment. Any distributions for the benefit of the Acquired Companies included in the calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, shall Company Holders will be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated made (i) in accordance with their aggregate Escrow Funding Percentages and (ii) to the same accounting methodsExchange Agent (for the benefit of, policiesand for further distribution to, principleseach of the Company Holders) or the Surviving Company (for the benefit of, practices and proceduresfor further distribution to, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that each of the purpose holders of preparing the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h)Company Options), and such processes are not intended subject to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating the Closing Working Capital AmountSection 1.8.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within sixty (60) 120 days after the Closing Date, PKI shall, at its expense, Purchaser will prepare and deliver or cause to Buyer a statement be prepared and delivered to Seller an audited balance sheet of Seller as of the opening of business on the Closing Date (the “Closing Working Capital Statement”"CLOSING DATE BALANCE SHEET") setting forth PKI’s calculation and a proposed statement of the Working Capital (as defined in this Section 1.4(a)) net working capital of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) Seller as of the Closing Date (the “"CLOSING WORKING CAPITAL BALANCE STATEMENT"), in each case, without giving effect to the transactions described in this Agreement to be consummated at the Closing. The Closing Date Balance Sheet and the Closing Working Capital Amount”). For purposes Balance Statement (i) will reflect, respectively, the financial position of this Agreement, “Working Capital” shall mean Seller and the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash components and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, net working capital of Seller in each case as of 12:01 AM eastern time on the Closing Date, shall (ii) will be excluded from prepared and determined in accordance with GAAP, on a basis consistent with the calculation policies, principles and methodology used in connection with the preparation of the Working Capital. The Closing Working Capital Amount shall Audited Financial Statements, and (iii) will be calculated subject to adjustment in accordance with the same accounting methods, policies, principles, practices principles and procedures, with consistent classifications, judgments and estimation methodology, as methodology set forth on Schedule 1.4(ain EXHIBIT H attached hereto (the policies, principles and methodology in clauses (ii) and (iii) being referred to herein as the "AUDITED FINANCIAL STATEMENT PRINCIPLES"). Notwithstanding anything contained herein to the contrary, there will be no changes in reserve or accrual amounts or policies between May 31, 1998 and the Closing Date without the prior written consent of Purchaser. The Parties agree that net working capital Seller as of the purpose Closing Date determined in accordance with this Section 4.3 is referred to herein as the "CLOSING WORKING CAPITAL BALANCE." In the event of preparing any inconsistency between the policies, principles and methodology described in the foregoing clauses (ii) and (iii), the policies, principles and methodology set forth in EXHIBIT H will govern. (b) If, within 30 days after the date of Purchaser's delivery of the Closing Date Balance Sheet and the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes Balance Statement, Seller disagrees in Working Capital against good faith with the Target Working Capital Amount (as defined in Section 1.4(h)), and such processes are not intended to permit the introduction determination of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating Balance proposed by Purchaser, Seller will give written notice to Purchaser within such 30 day period (i) setting forth Seller's proposed changes to the Closing Date Balance Sheet as prepared by Purchaser and the determination by Seller of the Closing Working Capital AmountBalance and (ii) specifying in detail Seller's basis for disagreement with Purchaser's preparation and determination of the Closing Date Balance Sheet and the Closing Working Capital Balance. The failure by Seller to so express disagreement and provide such specification within such 30 day period will constitute the acceptance of Purchaser's preparation of the Closing Date Balance Sheet and the computation of the Closing Working Capital Balance. If Purchaser and Seller are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance within 30 days after the giving of notice by Seller to Purchaser of such disagreement, the items in dispute will be referred for determination to Pricewaterhouse Coopers LLP (the "ACCOUNTANTS") as promptly as practicable, but not later than five days after the expiration of such 30 day period. Purchaser and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable thereafter (but in no event later than 30 days after the submission to the Accountants of the notice of disagreement referred to in the immediately preceding sentence), including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. The Accountants will make a determination as to each of the items in dispute (but only those items in dispute), which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants (but in no event later than 30 days thereafter), (C) made in accordance with this Agreement (including EXHIBIT H, and (D) conclusive and binding upon each of the parties hereto. Nothing herein will be construed to authorize or permit the Accountants to determine (i) any question or matter whatsoever under or in connection with this Agreement, except the determination of what adjustments, if any, must be made in one or more disputed items reflected in the Closing Date Balance Sheet and the Closing Working Capital Balance Statement delivered by Purchaser in order for the Closing Working Capital Balance to be determined in accordance with the provisions of this Agreement (including EXHIBIT H), or (ii) a Closing Working Capital Balance that is not equal to one of, or between, the Closing Working Capital Balance as determined by Seller and as determined by Purchaser. The fees and expenses of the Accountants will be paid by the party whose last written settlement offer related to all items in dispute, in the aggregate, submitted to the Accountants upon the referral of the matter to the Accountants in accordance with this Section 4.3(b) (each, a "LAST OFFER") varies by the greatest absolute amount from the determination by the Accountants of all such disputed items. No party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement discussions or settlement offer (other than the Last Offer) made by any party. (c) During the period that Seller's advisors and personnel are conducting their review of Purchaser's preparation of the Closing Date Balance Sheet and determination of the Closing Working Capital Balance, Seller and its representatives will have reasonable access during normal business hours to the work papers, prepared by or on behalf of Purchaser and its representatives in connection with Purchaser's preparation of the Closing Working Capital Balance Statement and determination of the Closing Working Capital Balance; PROVIDED, HOWEVER, that Seller will conduct such review in a manner that does not unreasonably interfere with the conduct of the businesses of Seller or result in substantial out-of-pocket costs to Purchaser. To the extent any such work papers are in the control of Seller after the Closing, Seller will grant Purchaser and its representatives reciprocal access rights for the purpose of finalizing the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance. Seller and Purchaser agree in good faith to use all reasonable efforts to provide such information and access described in this Section 4.3(c).

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment (a) As promptly as practicable after the Closing Date (but in no event more than one hundred and twenty (120) days after the Closing Date), Buyer shall cause the Company to prepare and deliver to the Sellers’ Representative (i) the consolidated balance sheet of the Company and its Subsidiaries as follows: of the close of business on the day immediately preceding the Closing Date (aand without giving effect to any of the transactions contemplated hereby except for certain pro-forma adjustments as described in Schedule 2.3(a)(ii)) Within (the “Closing Balance Sheet”) and (ii) reasonably detailed schedules setting forth the calculation of the Closing Stockholders’ Equity (as defined below) as of such date. The Closing Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with the accounting principles (the “Accounting Principles”) applied in the preparation of the consolidated balance sheet of the Company and its Subsidiaries contained in the Year-End Financial Statements for the year ended December 31, 2004, a copy of which is attached hereto as Schedule 2.3(a)(i), where applicable, using the methodology set forth on Schedule 2.3(a)(ii) hereto. To the extent there is any inconsistency between the methodology of GAAP applied in a manner consistent with the Accounting Principles and the methodology used on Schedule 2.3(a)(ii), the methodology used on Schedule 2.3(a)(ii) shall supersede and be the basis on which the Closing Balance Sheet is prepared. The Parties agree that the Closing Stockholders’ Equity will be calculated to exclude all cash, cash equivalents and marketable securities of the Company distributed to Sellers pursuant to Section 2.2(c) and shall not give effect to any Indebtedness which is retired at Closing in accordance with Section 2.2. The Sellers’ Representative and a firm of independent public accountants designated by Sellers (the “Sellers’ Accountant”) will be entitled to reasonable access during normal business hours to examine and make copies of the relevant records and working papers of the Company used to prepare the Closing Balance Sheet and calculate the Closing Stockholders’ Equity and Buyer shall use its commercially reasonable efforts to provide the Sellers’ Representative with access to the Company’s accounting personnel to discuss the preparation of the Closing Balance Sheet and the calculation of the Closing Stockholders’ Equity. Sellers will be solely responsible for all costs of Sellers’ Accountant. The Closing Balance Sheet and the Closing Stockholders’ Equity shall be deemed to be accepted by and shall be conclusive for the purposes of the adjustment described in Sections 2.3(b) and 2.3(c): (A) in their entirety upon the earlier to occur of (1) delivery by the Sellers’ Representative of a written notice to Buyer of Sellers’ acceptance of the Closing Balance Sheet and the Closing Stockholders’ Equity or (2) failure of the Sellers’ Representative to deliver within sixty (60) days after the date on which the Closing DateBalance Sheet is delivered to him the acceptance notice described in the preceding clause (A)(1) or the objection notice described in the following clause (B), PKI shallor (B) in their entirety except to the extent, at its expenseif any, prepare and deliver that the Sellers’ Representative shall have delivered, within sixty (60) days after the date on which the Closing Balance Sheet is delivered to him, a written notice to Buyer a statement (the “Closing Working Capital Statement”) setting forth PKI’s calculation of the Working Capital (as defined stating each and every item in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) as of the Closing Date (the “Closing Working Capital Amount”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company Balance Sheet or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase PriceClosing Stockholders’ Equity, in each case as of 12:01 AM eastern time on the Closing Dateapplicable, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated to which Sellers take exception and dispute as not being in accordance with GAAP, the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as Accounting Principles or the methodology set forth on in Schedule 1.4(a2.3(a)(ii), or as having computational errors, specifying in reasonable detail the nature and extent of any such exception (it being understood that any amounts not so disputed shall be paid promptly in accordance with this Section 2.3). The Parties agree that If a change proposed by the purpose Sellers’ Representative is disputed by Buyer, then Buyer and the Sellers’ Representative shall negotiate in good faith to resolve such dispute. If, after a period of preparing twenty (20) days following the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against date on which the Target Working Capital Amount (as defined in Section 1.4(h))Sellers’ Representative gives Buyer notice of any such proposed change, and any such processes are not intended to permit the introduction of different accounting methodsproposed change still remains disputed, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating the Closing Working Capital Amount.then PricewaterhouseCoopers

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment (i) As promptly as practicable after the Closing Date as follows: Closing, but in no event more than forty-five (a45) Within sixty (60) calendar days after the Closing Date, PKI shall, at its expense, Purchaser shall in good faith prepare and deliver to Buyer Seller a statement (the “Closing Working Capital Date Statement”) setting forth PKIindicating Purchaser’s calculation of the Working Capital (as defined in this Section 1.4(a)) Purchase Price and the components thereof, together with reasonable supporting detail. The Closing Date Statement shall include all of the Business containing the line items described in the definition of “Purchase Price”, including all of the components set forth in Part 3 the definitions of “Net Working Capital Adjustment Amount,” “Closing Cash,” “Closing Indebtedness”, “Transaction Expenses” and “Post-Signing Acquisition Costs.” (ii) In calculating Net Working Capital and the Net Working Capital Adjustment Amount, if there is any conflict between GAAP and consistency with the accounting policies, procedures, principles and classifications used in the preparation of the Financial Statements, then GAAP shall control, except in connection with the Company’s rental revenue recognition for time and material type Contracts, in which case, the methodology applied in the preparation of the Financial Statements to record revenues as billed, is to be consistently applied in the determination of Net Working Capital. In addition, the Seller shall cause the Company and its Subsidiaries to, and the Company shall (and shall cause it Subsidiaries to), (x) maintain consistent billing practices from the date hereof through the Closing Date and (y) classify and deploy, consistent with past practices, inventory included in other current assets that represent newly acquired scaffolding and forming and shoring assets that are held in inventory until they are deployed into capital expenditures or sold to customers. Net Working Capital shall also be calculated without giving effect to the purchase accounting adjustments resulting from the consummation of the transactions contemplated hereby. By way of example, Schedule 1.4(a1.01 sets forth a calculation of Net Working Capital as of the Balance Sheet date. (iii) Until the earlier of such time as the Final Closing Date Statement shall become final in accordance with clause (iv) below or such earlier time as any disputed items in respect thereof are submitted to a Referral Firm in accordance with clause (iv) below, Purchaser and the Company shall permit Seller and its representatives reasonable access, during normal business hours, to the books and records and personnel of the Company and its Subsidiaries to aid in its review of the Closing Date (Statement. Seller shall have the “Closing Working Capital Amount”). For purposes right to review the work papers of this Agreement, “Working Capital” shall mean Purchaser and the current assets of the Business as of 12:01 AM eastern time on Company underlying or utilized in preparing the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash Statement and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, in each case as Price set forth therein to the extent reasonably necessary to verify the accuracy of 12:01 AM eastern time on the Closing Date, shall be excluded from Date Statement and the calculation of the Working CapitalPurchase Price in conformity with this Agreement. (iv) Within thirty (30) calendar days after its receipt of the Closing Date Statement, Seller shall either inform Purchaser in writing that the Closing Date Statement is acceptable or object thereto in writing, setting forth in reasonable detail a description of each of its objections. If Seller so objects and the parties do not resolve such objections on a mutually agreeable basis within thirty (30) calendar days after Purchaser’s receipt of Seller’s objections, the remaining disputed items shall be resolved within an additional thirty (30) calendar days by KPMG International or another mutually agreed accounting firm (the “Referral Firm”). Upon the agreement of the parties, the decision of the Referral Firm, or if Seller fails to deliver an objection to Purchaser within the first 30-day period referred to above, then the Closing Date Statement, as so adjusted (the “Final Closing Date Statement”), shall be final, conclusive and binding against the parties hereto. The calculation of the Purchase Price set forth in the Final Closing Working Capital Amount Date Statement shall be calculated the “Final Purchase Price” for all purposes hereunder. (v) In resolving any disputed item, the Referral Firm (A) shall be bound by the provisions of this Section 2.03, (B) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Seller or Purchaser (except to the extent that the resolution of a disputed items results in a corresponding change to any other item), (C) shall limit its decision to such items as are in dispute and (D) shall make its determination based solely on presentations by Seller and Purchaser which are in accordance with the same accounting methods, policies, principles, practices guidelines and procedures, with consistent classifications, judgments and estimation methodology, as procedures set forth in this Agreement (i.e. not on Schedule 1.4(athe basis of independent review). The Parties agree fees, costs and expenses of the Referral Firm shall be allocated by the Referral Firm between Seller, on one hand, and Purchaser, on the other hand, in the same proportion that the purpose aggregate amount of preparing the Closing Working Capital Statement disputed items so submitted to the Referral Firm are unsuccessfully disputed by each such party (as finally determined by the Referral Firm) bears to the total amount of such disputed items so disputed. (vi) Within three (3) Business Days following the final determination of the Final Purchase Price in accordance with clause (iv) above: (A) in the event that the Final Purchase Price shall exceed the Estimated Purchase Price: (1) Purchaser shall deliver to Seller, by wire transfer of immediately available funds, payment in an amount equal to the difference of (x) the Final Purchase Price, minus (y) the Estimated Purchase Price; and (2) Purchaser and Seller shall take all actions necessary under the Escrow Agreement to cause the Escrow Agent to release to Seller all amounts then contained in the Purchase Price Escrow Account; (B) in the event that the Estimated Purchase Price shall exceed the Final Purchase Price by an amount less than all amounts then contained in the Purchase Price Escrow Account, Purchaser and Seller shall take all actions necessary under the Escrow Agreement to cause the Escrow Agent to (x) release to Purchaser from the Purchase Price Escrow Account an amount equal to (i) the Estimated Purchase Price, minus (ii) the Final Purchase Price, and (y) release to Seller from the Purchase Price Escrow Account an amount equal to all amounts remaining in the Purchase Price Escrow Account after giving effect to the release to Purchaser pursuant to the foregoing clause (i); and (C) in the event that the Estimated Purchase Price shall exceed the Final Purchase Price by an amount equal to or greater than all amounts then contained in the Purchase Price Escrow Account (the difference of (i) the Estimated Purchase Price, minus (ii) the Final Purchase Price, minus (iii) all amounts then contained in the Purchase Price Escrow Account, is herein referred to as the “Seller Payment Adjustment Amount”), (x) Purchaser and Seller shall take all actions necessary under the Escrow Agreement to cause the Escrow Agent to release to Purchaser all amounts then contained in the Purchase Price Escrow Account, and (y) Seller shall deliver, by wire transfer of immediately available funds, payment in an amount equal to the Seller Payment Adjustment Amount. (vii) The Purchase Price Escrow Account exists solely to secure the obligations of the parties pursuant to this Section 1.4(a2.03(c) is and shall not be subject to measure changes in Working Capital against the Target Working Capital Amount any other provision of this Agreement. (as defined in viii) The parties agree that any such payments to be made pursuant to this Section 1.4(h)), and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing 2.03(c) shall accrue interest from the Closing Working Capital Statement or calculating Date to the Closing Working Capital Amountdate such payment is made at an annual rate equal to 4.97%.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (a) Within As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days after the Closing Datethereof, PKI shall, at its expense, Purchaser shall prepare and deliver to Buyer Seller a written statement (the “Closing Working Capital Statement”) ), setting forth PKI’s calculation in good faith, together with reasonable supporting documentation: (i) an unaudited consolidated balance sheet of the Working Capital (Company and its Subsidiaries calculated as defined in this Section 1.4(a)) of 11:59 p.m. Eastern time on the Business containing the line items set forth in Part 3 of Schedule 1.4(a) as of Day immediately preceding the Closing Date (the “Closing Balance Sheet”), (ii) a calculation of Closing Date Net Working Capital, (iii) a calculation of the Closing Net Working Capital Adjustment Amount”). For purposes , (iv) a calculation of this AgreementClosing Date Cash, “Working Capital” shall mean the current assets (v) a calculation of Closing Date Indebtedness, (vi) a calculation of Company Expenses, (vii) on such basis, a calculation of Closing Cash Consideration, and (viii) on such basis, a calculation of the Business as Adjustment Amount. The Closing Balance Sheet and each of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or other items included in the Transferred AssetsClosing Statement (such other items, the “Closing Adjustment Items”) less shall be based upon the current liabilities books and records of the Business (to Company and its Subsidiaries, maintained in a manner consistent with the extent they are liabilities policies and practices of the Acquired Companies or included Company and its Subsidiaries prior to Closing, and shall in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated any event be prepared in accordance with GAAP and the accounting policies set forth on Schedule 1.4(a); provideddefinitions of such terms in this Agreement. The Closing Date Net Working Capital shall further be prepared in accordance with Annex A (and without any changes in reserves, howeveror the introduction of any new items or reserves, that all Cash from the items and Cash Equivalents and Indebtedness of the Acquired Companies reserves included in the calculation of the Purchase PriceEstimated Closing Statement, provided, that the Estimated Closing Statement may change reserves or introduce new items or reserves from the items and reserves included in each case as of 12:01 AM eastern Annex A to the extent such item or reserve arose prior to 11:59 p.m. Eastern time on the Business Day immediately preceding the Closing DateDate but after the date of this Agreement when Annex A was initially prepared). Following the Closing, Purchaser shall be excluded from provide Seller and its representatives reasonable access during normal business hours and upon reasonable prior notice to the calculation records, properties and personnel of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with Company and its Subsidiaries relating to the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that the purpose preparation of preparing the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against Statement, the Target Working Capital Amount (as defined in Section 1.4(h))Closing Balance Sheet and the Closing Adjustment Items, and such processes are not intended shall cause the personnel of the Company and its Subsidiaries to permit the introduction reasonably cooperate with Seller and its representatives in connection with their review of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating Statement, the Closing Working Capital AmountBalance Sheet and the Closing Adjustment Items.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date (i) As promptly as follows: (a) Within sixty (60) reasonably practicable, but in any event not later than 60 days after the Closing Date, PKI shall, at its expense, prepare and the Purchaser shall deliver to Buyer a statement the Seller (A) an unaudited consolidated balance sheet of the Company and the Subsidiaries as of the Closing, which balance sheet shall be prepared in accordance with GAAP from the books and records of the Company and the Subsidiaries using the same accounting principles, procedures, policies, and methods that were used to prepare the Balance Sheet (including the exclusion of footnotes), except as described on Schedule 1.01(a)-2 (the “Closing Date Balance Sheet”) and (B) a written statement of the Net Working Capital (the “Closing Date Net Working Capital Statement”) setting forth PKI’s calculation of the Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) as of the Closing Date (the “Closing Working Capital Amount”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash if there is any discrepancy between the accounting principles, procedures, policies, and Cash Equivalents methods that were used to prepare the Balance Sheet and Indebtedness the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate, the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate shall be used to prepare the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement with respect to such discrepancy, except that for purposes of calculating Net Working Capital immediately prior to the Closing under this Section 2.03(d), deferred revenue and accrued liabilities with respect to existing lease obligations shall be accounted for consistent with the accounting principles, procedures, policies and methods that were used to prepare the Balance Sheet. (ii) The Closing Date Balance Sheet and the Closing Date Net Working Capital Statement (and the Closing Date Net Working Capital set forth therein) shall be final and binding on the parties unless, within 15 days after delivery thereof to the Seller, written notice is given by the Seller to the Purchaser of its objection, setting forth in reasonable detail the Seller’s basis for objection (the “Objection Notice”). If the Objection Notice is given, the Purchaser and the Seller shall consult with each other in good faith with respect to the objection. If the Purchaser and the Seller are unable to reach agreement within 30 days after the Objection Notice has been given, the dispute shall be submitted, as promptly as reasonably practicable, for resolution to Deloitte & Touche LLP, or such other nationally-recognized accounting firm that is acceptable to the Purchaser and the Seller (the “Neutral Accountant”). The Purchaser and the Seller agree to execute, if requested by the Neutral Accountant, a reasonable engagement letter with the Neutral Accountant. The Neutral Accountant shall make a determination, based solely on presentations by the Seller and the Purchaser and not by independent review, as to (and only as to) each of the Acquired Companies included items in dispute, and shall be instructed that, in resolving such items in dispute, it must select a position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement that is either exactly the Purchaser’s position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement or exactly the Seller’s position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement, or that is between such position of the Purchaser and such position of the Seller. The Neutral Accountant shall furnish its determination as to the items in dispute (which determination shall have been made in accordance with this Agreement) to the Seller and to the Purchaser in writing together with a revised version of the Closing Date Net Working Capital Statement, which shall have been revised by the Neutral Accountant to reflect its determination. The determination of the Neutral Accountant and the revised version of the Closing Date Net Working Capital Statement reflecting the Neutral Accountant’s determination shall be final, conclusive and binding upon, and non-appealable by, the Purchaser and the Seller. In connection with its determination of the disputed items, the Neutral Accountant shall be entitled to rely upon the accounting records and similar materials prepared in connection with the Estimated Closing Date Balance Sheet, the Estimated Closing Date Net Working Capital Statement, the Closing Date Balance Sheet, and the Closing Date Net Working Capital Statement. All fees and expenses relating to the work, if any, to be performed by the Neutral Accountant will be allocated between the Purchaser and the Seller in the calculation same proportion that the aggregate amount of the Purchase Pricedisputed items so submitted to the Neutral Accountant that is unsuccessfully disputed by each such party (as finally determined by the Neutral Accountant) bears to the total amount of such disputed items so submitted. The Purchaser and the Seller shall each use reasonable efforts to cause the Neutral Accountant to render its decision as soon as reasonably practicable (but in no event later than thirty (30) days following the expiration of the 30-day period provided above for the Purchaser and the Seller to resolve disputes before submission to the Neutral Accountant), including by promptly complying with all reasonable requests by the Neutral Accountant for information, books, records, and similar items. The Closing Date Net Working Capital Statement as finally determined pursuant to this Section 2.03(d) shall be referred to as the “Final Closing Date Net Working Capital Statement,” and the Closing Date Net Working Capital as set forth in each case the Final Closing Date Net Working Capital Statement shall be the “Final Closing Date Net Working Capital.” (iii) During the period following the delivery of the Closing Date Balance Sheet until the Final Closing Date Net Working Capital Statement is finally determined, to the extent reasonably necessary, the Purchaser shall and shall cause the Company and any other Affiliates of the Purchaser to (A) provide the Seller and the Seller’s authorized representatives with reasonable access to the financial books and records of the Company and the Subsidiaries, (B) provide the Seller as promptly as practicable after the delivery of 12:01 AM eastern time the Closing Date Balance Sheet with financial information for the Company for the period ending on the Closing Date, and (C) cooperate fully with the Seller and the Seller’s authorized representatives. (iv) If the Final Closing Date Net Working Capital is: (A) greater than the Estimated Closing Date Net Working Capital, the Purchaser shall pay to the Seller a dollar amount equal to the difference between the Final Closing Date Net Working Capital and the Estimated Closing Date Net Working Capital, plus interest on such amount at the Federal Funds Rate from the Closing Date through the date of payment; or (B) less than the Estimated Closing Date Net Working Capital, the Seller shall pay to the Purchaser a dollar amount equal to the difference between the Estimated Closing Date Net Working Capital and the Final Closing Date Net Working Capital, plus interest on such amount at the Federal Funds Rate from the Closing Date through the date of payment; or (C) equal to the Estimated Closing Date Net Working Capital, no payment shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall required to be calculated in accordance with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that the purpose of preparing the Closing Working Capital Statement made pursuant to this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h2.03(d)(iv)), and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating the Closing Working Capital Amount.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date (i) As promptly as follows: (a) Within sixty (60) reasonably practicable, but in any event not later than 60 days after the Closing Date, PKI shall, at its expense, prepare and the Purchaser shall deliver to Buyer a statement the Seller (A) an unaudited consolidated balance sheet of the Company and the Subsidiaries as of the Closing, which balance sheet shall be prepared in accordance with GAAP from the books and records of the Company and the Subsidiaries using the same accounting principles, procedures, policies, and methods that were used to prepare the Balance Sheet (including the exclusion of footnotes), except as described on SCHEDULE 1.01(A)-2 (the “Closing Working Capital Statement”"CLOSING DATE BALANCE SHEET") setting forth PKI’s calculation and (B) a written statement of the Net Working Capital (as defined in this Section 1.4(a)) of the Business containing the line items set forth in Part 3 of Schedule 1.4(a) as of the Closing Date (the “Closing Working Capital Amount”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated in accordance with the accounting policies set forth on Schedule 1.4(a"CLOSING DATE NET WORKING CAPITAL STATEMENT"); provided, however, that all Cash if there is any discrepancy between the accounting principles, procedures, policies, and Cash Equivalents methods that were used to prepare the Balance Sheet and Indebtedness the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate, the accounting principles, procedures, policies, and methods that were used to prepare the Restatement Adjustment Certificate shall be used to prepare the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement with respect to such discrepancy, except that for purposes of calculating Net Working Capital immediately prior to the Closing under this Section 2.03(d), deferred revenue and accrued liabilities with respect to existing lease obligations shall be accounted for consistent with the accounting principles, procedures, policies and methods that were used to prepare the Balance Sheet. (ii) The Closing Date Balance Sheet and the Closing Date Net Working Capital Statement (and the Closing Date Net Working Capital set forth therein) shall be final and binding on the parties unless, within 15 days after delivery thereof to the Seller, written notice is given by the Seller to the Purchaser of its objection, setting forth in reasonable detail the Seller's basis for objection (the "OBJECTION NOTICE"). If the Objection Notice is given, the Purchaser and the Seller shall consult with each other in good faith with respect to the objection. If the Purchaser and the Seller are unable to reach agreement within 30 days after the Objection Notice has been given, the dispute shall be submitted, as promptly as reasonably practicable, for resolution to Deloitte & Touche LLP, or such other nationally-recognized accounting firm that is acceptable to the Purchaser and the Seller (the "NEUTRAL ACCOUNTANT"). The Purchaser and the Seller agree to execute, if requested by the Neutral Accountant, a reasonable engagement letter with the Neutral Accountant. The Neutral Accountant shall make a determination, based solely on presentations by the Seller and the Purchaser and not by independent review, as to (and only as to) each of the Acquired Companies included items in dispute, and shall be instructed that, in resolving such items in dispute, it must select a position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement that is either exactly the Purchaser's position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement or exactly the Seller's position with respect to the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement, or that is between such position of the Purchaser and such position of the Seller. The Neutral Accountant shall furnish its determination as to the items in dispute (which determination shall have been made in accordance with this Agreement) to the Seller and to the Purchaser in writing together with a revised version of the Closing Date Net Working Capital Statement, which shall have been revised by the Neutral Accountant to reflect its determination. The determination of the Neutral Accountant and the revised version of the Closing Date Net Working Capital Statement reflecting the Neutral Accountant's determination shall be final, conclusive and binding upon, and non-appealable by, the Purchaser and the Seller. In connection with its determination of the disputed items, the Neutral Accountant shall be entitled to rely upon the accounting records and similar materials prepared in connection with the Estimated Closing Date Balance Sheet, the Estimated Closing Date Net Working Capital Statement, the Closing Date Balance Sheet, and the Closing Date Net Working Capital Statement. All fees and expenses relating to the work, if any, to be performed by the Neutral Accountant will be allocated between the Purchaser and the Seller in the calculation same proportion that the aggregate amount of the Purchase Pricedisputed items so submitted to the Neutral Accountant that is unsuccessfully disputed by each such party (as finally determined by the Neutral Accountant) bears to the total amount of such disputed items so submitted. The Purchaser and the Seller shall each use reasonable efforts to cause the Neutral Accountant to render its decision as soon as reasonably practicable (but in no event later than thirty (30) days following the expiration of the 30-day period provided above for the Purchaser and the Seller to resolve disputes before submission to the Neutral Accountant), including by promptly complying with all reasonable requests by the Neutral Accountant for information, books, records, and similar items. The Closing Date Net Working Capital Statement as finally determined pursuant to this Section 2.03(d) shall be referred to as the "FINAL CLOSING DATE NET WORKING CAPITAL STATEMENT," and the Closing Date Net Working Capital as set forth in each case the Final Closing Date Net Working Capital Statement shall be the "FINAL CLOSING DATE NET WORKING CAPITAL." (iii) During the period following the delivery of the Closing Date Balance Sheet until the Final Closing Date Net Working Capital Statement is finally determined, to the extent reasonably necessary, the Purchaser shall and shall cause the Company and any other Affiliates of the Purchaser to (A) provide the Seller and the Seller's authorized representatives with reasonable access to the financial books and records of the Company and the Subsidiaries, (B) provide the Seller as promptly as practicable after the delivery of 12:01 AM eastern time the Closing Date Balance Sheet with financial information for the Company for the period ending on the Closing Date, and (C) cooperate fully with the Seller and the Seller's authorized representatives. (iv) If the Final Closing Date Net Working Capital is: (A) greater than the Estimated Closing Date Net Working Capital, the Purchaser shall pay to the Seller a dollar amount equal to the difference between the Final Closing Date Net Working Capital and the Estimated Closing Date Net Working Capital, plus interest on such amount at the Federal Funds Rate from the Closing Date through the date of payment; or (B) less than the Estimated Closing Date Net Working Capital, the Seller shall pay to the Purchaser a dollar amount equal to the difference between the Estimated Closing Date Net Working Capital and the Final Closing Date Net Working Capital, plus interest on such amount at the Federal Funds Rate from the Closing Date through the date of payment; or (C) equal to the Estimated Closing Date Net Working Capital, no payment shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall required to be calculated in accordance with the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as set forth on Schedule 1.4(a). The Parties agree that the purpose of preparing the Closing Working Capital Statement made pursuant to this Section 1.4(a) is to measure changes in Working Capital against the Target Working Capital Amount (as defined in Section 1.4(h2.03(d)(iv)), and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Closing Working Capital Statement or calculating the Closing Working Capital Amount.

Post-Closing Adjustment. The Purchase Price shall be subject to adjustment after the Closing Date as follows: (ai) Within sixty (60) 120 days after the Closing Date, PKI shall, at its expense, Buyer shall prepare and deliver to Buyer Sellers’ Representative (1) a statement setting forth its calculation of Closing Working Capital, determined in accordance with GAAP and the accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Interim Balance Sheet, but in all events subject to the principles set forth in the Target Working Capital attached as Schedule I, which statement shall contain a consolidated balance sheet of the Companies as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) setting forth PKI’s calculation and (2) a certificate of the Working Capital (as defined in this Section 1.4(a)) Chief Financial Officer of Buyer that the Business containing the line items set forth in Part 3 of Schedule 1.4(a) as of the Closing Date (the “Closing Working Capital Amount”). For purposes of this Agreement, “Working Capital” shall mean the current assets of the Business as of 12:01 AM eastern time on the Closing Date (to the extent owned by an Acquired Company or included in the Transferred Assets) less the current liabilities of the Business (to the extent they are liabilities of the Acquired Companies or included in the Transferred Liabilities) as of 12:01 AM eastern time on the Closing Date, calculated Statement was prepared in accordance with GAAP and the accounting policies set forth on Schedule 1.4(a); provided, however, that all Cash and Cash Equivalents and Indebtedness of the Acquired Companies included in the calculation of the Purchase Price, in each case as of 12:01 AM eastern time on the Closing Date, shall be excluded from the calculation of the Working Capital. The Closing Working Capital Amount shall be calculated in accordance with the same accounting methods, policiespractices, principles, practices policies and procedures, with consistent classifications, judgments and valuation and estimation methodologymethodologies that were used in the preparation of the Interim Balance Sheet, as but in all events subject to the principles set forth on in the Target Working Capital calculation attached as Schedule 1.4(a). I. (ii) The Parties agree that the purpose of preparing post-closing adjustment shall be an amount equal to the Closing Working Capital Statement pursuant to this Section 1.4(a) is to measure changes in Working Capital against minus the Target Working Capital Amount (as defined in Section 1.4(h)), and such processes are not intended to permit the introduction of different accounting methods, policies, principles, practices and procedures for the purposes of preparing the Estimated Closing Working Capital Statement or calculating (the “Post-Closing Working Capital AmountAdjustment”). If the Post-Closing Adjustment is a positive number, Buyer shall pay to each Seller such Seller’s share of the Post-Closing Adjustment based on such Seller’s Allocation Percentage. If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment.