Common use of Post-Closing Determination Clause in Contracts

Post-Closing Determination. Within seventy-five (75) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement for the Company and the Company Subsidiaries as of the Closing (the “Closing Statement”), which shall include the Cash and Cash Equivalents of the Company and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries as of the Closing, the Transaction Expenses, and the Working Capital of the Company and the Company Subsidiaries as of the Closing. The Closing Statement shall be prepared in a manner consistent with (i) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (ii) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Buyer shall make available to Seller all records and work papers used in preparing the Closing Statement and the computation of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller disagrees with the computation of the Cash and Cash Equivalents, Working Capital, Indebtedness, or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items reflected on the Closing Statement, Seller may, within sixty (60) days after receipt of the Closing Statement, deliver a notice (an “Objection Notice”) to Buyer setting forth in reasonable detail Seller’s calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses and the Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below). If Seller delivers an Objection Notice to Buyer, then Buyer and Seller shall use good faith efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing, in each case, as soon as practicable, but if they cannot reach a final resolution within thirty (30) days after Buyer has received the Objection Notice, Buyer and Seller shall jointly retain Deloitte & Touche LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller (the “Accounting Firm”). Buyer and Seller shall direct the Accounting Firm to render a determination within thirty (30) days after its retention and Buyer, Seller and their respective agents shall cooperate with the Accounting Firm during its engagement. The Accounting Firm shall consider only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve including any updates to the calculations of the amounts of such items after the good faith resolution discussion that are presented to the Accounting Firm by either Buyer or Seller (the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolution. The Accounting Firm’s determination shall be based on such review as the Accounting Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth in this Agreement and (B)

Post-Closing Determination. Within seventy-five sixty (7560) calendar days after the Closing Date, Buyer shall prepare and deliver to Seller a statement balance sheet for the Company and the Company Subsidiaries as of the Closing Effective Time (the “Closing StatementBalance Sheet”), which shall include a computation of the Cash and Cash Equivalents of the Company and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries as of the Closing, the Transaction Expenses, and the Working Capital of the Company and the Company Subsidiaries as of the Closing. The based upon such Closing Statement shall be prepared Balance Sheet in a manner consistent with (i) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, Equivalents and Working Capital set forth herein herein, and (ii) the methodologies, practices and assumptions used in preparing the Base Balance Sheet set forth on Schedule I, as applicable and (iii) GAAP (provided, that in the Working Capital Scheduleevent of any conflict between GAAP and the methodologies, practices and assumptions used in preparing the Base Balance Sheet, the methodologies, practices and assumptions set forth on Schedule I shall govern and control) as well as a listing (including amounts) of the Company Fees and Expenses it determines were unpaid at the Effective Time. Buyer shall will make available to Seller all records and work papers used in preparing the Closing Statement and Balance Sheet, the computation of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, Equivalents and Working Capital based upon such Closing Balance Sheet and its listing (including amounts) of the Company Fees and Expenses unpaid at the Company Subsidiaries as of the ClosingEffective Time. If Seller disagrees with the computation of the Cash and Cash Equivalents, Working Capital, Indebtedness, or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items reflected on the Closing Statement, Seller may, within sixty thirty (6030) calendar days after receipt of the Closing StatementBalance Sheet, deliver a notice (an “Objection Notice”) to Buyer setting forth in reasonable detail Seller’s calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses Equivalents and the Working Capital of the Company and the Company Subsidiaries as of the ClosingEffective Time and Seller’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time. If Seller does not deliver an Objection Notice within such period of sixty thirty (6030) dayscalendar day period, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, Equivalents and Working Capital of based upon the Company and the Company Subsidiaries as of Closing Balance Sheet shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses Equivalents and the Actual Closing Working Capital (eachas defined below), Buyer’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time shall be deemed to be the Actual Unpaid Company Fees and Expenses (as defined below). If Seller delivers an Objection Notice to Buyer, then Buyer and Seller shall will use good faith commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, Equivalents and Working Capital of the Company and the Company Subsidiaries as of the ClosingEffective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case, case as soon as practicable, but if they cancan not reach a final resolution within thirty (30) calendar days after Buyer has received the Objection Notice, Buyer and Seller shall will jointly retain Deloitte & Touche KPMG LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally internationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller (the “Accounting Firm”). Buyer and Seller shall will direct the Accounting Firm to render a determination within thirty (30) calendar days after of its retention and Buyer, Buyer and Seller and their respective agents shall will cooperate with the Accounting Firm during its engagement. The Accounting Firm shall will consider only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve including resolve. In resolving any updates to the calculations of the amounts of such items after the good faith resolution discussion that are presented to disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Buyer party or Seller (less than the “Presented Positions”), and shall select as a resolution the position of smallest value for such item claimed by either Buyer or Seller for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such party. In rendering its determination, adopt, either the aggregate amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties Accounting Firm shall act as an expert and not pursuant to any independent review) and may not impose as an alternative resolutionarbitrator. The Accounting Firm’s determination shall will be based on such review as the Accounting Firm deems necessary to make its determination and (A) determination, the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital and Company Fees and Expenses set forth in this Agreement and the methodologies, practices and assumptions used in preparing the Base Balance Sheet set forth on Schedule I and the requirements of GAAP (Bprovided, that in the event of any conflict between GAAP and the methodologies, practices and assumptions used in preparing the Base Balance Sheet, the methodologies, practices and assumptions set forth on Schedule I shall govern and control). The determination of the Cash and Cash Equivalents and Working Capital of the Company and the Company Subsidiaries as of the Effective Time by the Accounting Firm, and the calculations by the Accounting Firm of the Company Fees and Expenses unpaid at the Effective Time, shall be conclusive and binding upon Buyer and Seller. Buyer and Seller shall bear the costs and expenses of the Accounting Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by or on behalf of such party. The Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Effective Time as finally determined pursuant to this Section 2.3(b) is referred to herein as the “Actual Closing Cash and Cash Equivalents.” The Working Capital of the Company and the Company Subsidiaries as of the Effective

Post-Closing Determination. Within seventy-five (75) 60 calendar days after the Closing Date, Buyer the Seller shall prepare and deliver to Seller a statement for the Company and Buyer the Company Subsidiaries as of the Closing (the “Closing Statement”), which shall include the Cash and Cash Equivalents consolidated balance sheet of the Company and the Company Subsidiaries, the Indebtedness of the Company and the Company Retained Subsidiaries as of the Closing, close of business on the Transaction Expenses, and Measurement Date (the Working Capital of the Company and the Company Subsidiaries as of the Closing“Closing Balance Sheet”). The Closing Statement Balance Sheet shall be prepared in accordance with GAAP (except for the exclusion of the Transferred Subsidiaries), applied on a manner basis consistent with (i) except for the definitions exclusion of Cash and Cash Equivalents, Indebtedness, Transaction Expensesthe Transferred Subsidiaries), and following the accounting principles, procedures, policies and methods employed in preparing, the August 31 Balance Sheet. The Closing Balance Sheet shall be accompanied by a schedule setting forth the actual Adjusted Net Working Capital set forth herein and (ii) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Buyer shall make available to Seller all records and work papers used in preparing the Closing Statement and the computation of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller disagrees with close of business on the computation of Measurement Date (the Cash and Cash Equivalents, “Actual Adjusted Net Working Capital, Indebtedness, or Transaction Expenses of ”). During the Company and the Company Subsidiaries as preparation of the Closing as calculated Balance Sheet by the Seller and the period of any dispute with respect to the application of this Section 3.2, the Buyer or any other items reflected on shall cooperate with the Seller to the extent reasonably requested by the Seller to prepare the Closing StatementBalance Sheet and the Actual Adjusted Net Working Capital Report or to investigate the basis for any dispute. The calculation of the Actual Adjusted Net Working Capital shall be examined by the Buyer who shall, Seller may, within sixty (60) not later than 30 calendar days after receipt of the Closing StatementBalance Sheet, deliver a notice report thereon (an the “Objection NoticeActual Adjusted Net Working Capital Report”) to the Seller. The Actual Adjusted Net Working Capital Report shall list those items included in the Actual Adjusted Net Working Capital, if any, to which the Buyer setting forth in reasonable detail Sellertakes exception and the Buyer’s calculation proposed adjustment. If the Buyer fails to deliver to the Seller the Actual Adjusted Net Working Capital Report within 30 calendar days following receipt of the Cash and Cash EquivalentsClosing Balance Sheet, the Indebtedness, the Transaction Expenses and the Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing Buyer shall be deemed to be have accepted the Actual Closing Cash and Cash EquivalentsAdjusted Net Working Capital for the purposes of any adjustment to the Purchase Price under Section 3.3. If the Seller does not give the Buyer notice of its objections to the Actual Adjusted Net Working Capital Report within 30 calendar days following receipt of the Actual Adjusted Net Working Capital Report, the Actual Seller shall be deemed to have accepted the Closing Indebtedness, Balance Sheet as adjusted by the Buyer in the Actual Transaction Expenses Adjusted Net Working Capital Report for the purposes of any adjustment to the Purchase Price under Section 3.3. If the Seller gives the Buyer notice of its objections to the Actual Adjusted Net Working Capital Report, and if the Seller and the Actual Closing Working Capital (eachBuyer are unable, as defined below). If within 15 calendar days after receipt by the Buyer of the notice from the Seller delivers an Objection Notice to Buyerof objections, then Buyer and Seller shall use good faith efforts to resolve any disagreement as the disputed exceptions, such disputed exceptions will be referred to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing, in each case, as soon as practicable, but if they cannot reach a final resolution within thirty (30) days after Buyer has received the Objection Notice, Buyer and Seller shall jointly retain Deloitte & Touche LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller independent certified public accountants (the “Independent Accounting Firm”)) mutually acceptable to the Seller and the Buyer. The Independent Accounting Firm shall, within 60 days following its selection, deliver to the Seller and the Buyer a written report determining such disputed exceptions, and its determinations will be conclusive and binding upon the parties thereto for the purposes of any adjustment to the Purchase Price under Section 3.3. The fees and disbursements of the Independent Accounting Firm acting under this Section 3.2 shall be apportioned between the Buyer and the Seller shall direct based on the total dollar value of disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the fees and disbursements of the Independent Accounting Firm as the aggregate disputed exceptions resolved against that party bears to render a determination within thirty (30) days after its retention the total dollar value of all disputed exceptions considered by the Independent Accounting Firm. For the avoidance of doubt, the delivery and Buyer, Seller and their respective agents timing of receipt of any document sent by the parties pursuant to this Section 3 shall cooperate with be governed by the Accounting Firm during its engagement. The Accounting Firm shall consider only those items and amounts provisions set forth in the Objection Notice that Buyer and Seller are unable to resolve including any updates to the calculations of the amounts of such items after the good faith resolution discussion that are presented to the Accounting Firm by either Buyer or Seller (the Section 13.5 — “Presented PositionsNotices.”), and shall select as a resolution the position of either Buyer or Seller for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolution. The Accounting Firm’s determination shall be based on such review as the Accounting Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth in this Agreement and (B)

Post-Closing Determination. Within seventy-five (75) 60 calendar days after the Closing Date, Buyer the Seller shall prepare and deliver to Seller a statement for the Company and Buyer the Company Subsidiaries as of the Closing (the “Closing Statement”), which shall include the Cash and Cash Equivalents consolidated balance sheet of the Company and the Company Subsidiaries, the Indebtedness of the Company and the Company Retained Subsidiaries as of the Closing, close of business on the Transaction Expenses, and Measurement Date (the Working Capital of the Company and the Company Subsidiaries as of the Closing"Closing Balance Sheet"). The Closing Statement Balance Sheet shall be prepared in accordance with GAAP (except for the exclusion of the Transferred Subsidiaries), applied on a manner basis consistent with (i) except for the definitions exclusion of Cash and Cash Equivalents, Indebtedness, Transaction Expensesthe Transferred Subsidiaries), and following the accounting principles, procedures, policies and methods employed in preparing, the August 31 Balance Sheet. The Closing Balance Sheet shall be accompanied by a schedule setting forth the actual Adjusted Net Working Capital set forth herein and (ii) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Buyer shall make available to Seller all records and work papers used in preparing the Closing Statement and the computation of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller disagrees with close of business on the computation of Measurement Date (the Cash and Cash Equivalents, "Actual Adjusted Net Working Capital, Indebtedness, or Transaction Expenses of "). During the Company and the Company Subsidiaries as preparation of the Closing as calculated Balance Sheet by the Seller and the period of any dispute with respect to the application of this Section 3.2, the Buyer or any other items reflected on shall cooperate with the Seller to the extent reasonably requested by the Seller to prepare the Closing StatementBalance Sheet and the Actual Adjusted Net Working Capital Report or to investigate the basis for any dispute. The calculation of the Actual Adjusted Net Working Capital shall be examined by the Buyer who shall, Seller may, within sixty (60) not later than 30 calendar days after receipt of the Closing StatementBalance Sheet, deliver a notice report thereon (an “Objection Notice”the "Actual Adjusted Net Working Capital Report") to the Seller. The Actual Adjusted Net Working Capital Report shall list those items included in the Actual Adjusted Net Working Capital, if any, to which the Buyer setting forth in reasonable detail Seller’s calculation takes exception and the Buyer's proposed adjustment. If the Buyer fails to deliver to the Seller the Actual Adjusted Net Working Capital Report within 30 calendar days following receipt of the Cash and Cash EquivalentsClosing Balance Sheet, the Indebtedness, the Transaction Expenses and the Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing Buyer shall be deemed to be have accepted the Actual Closing Cash and Cash EquivalentsAdjusted Net Working Capital for the purposes of any adjustment to the Purchase Price under Section 3.3. If the Seller does not give the Buyer notice of its objections to the Actual Adjusted Net Working Capital Report within 30 calendar days following receipt of the Actual Adjusted Net Working Capital Report, the Actual Seller shall be deemed to have accepted the Closing Indebtedness, Balance Sheet as adjusted by the Buyer in the Actual Transaction Expenses Adjusted Net Working Capital Report for the purposes of any adjustment to the Purchase Price under Section 3.3. If the Seller gives the Buyer notice of its objections to the Actual Adjusted Net Working Capital Report, and if the Seller and the Actual Closing Working Capital (eachBuyer are unable, as defined below). If within 15 calendar days after receipt by the Buyer of the notice from the Seller delivers an Objection Notice to Buyerof objections, then Buyer and Seller shall use good faith efforts to resolve any disagreement as the disputed exceptions, such disputed exceptions will be referred to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing, in each case, as soon as practicable, but if they cannot reach a final resolution within thirty (30) days after Buyer has received the Objection Notice, Buyer and Seller shall jointly retain Deloitte & Touche LLP or another firm of independent certified public accountants (“Deloitte”the "Independent Accounting Firm") ormutually acceptable to the Seller and the Buyer. The Independent Accounting Firm shall, if Deloitte is unwilling or unable within 60 days following its selection, deliver to serve or if otherwise agreed by the Seller and the Buyer a written report determining such disputed exceptions, and its determinations will be conclusive and binding upon the parties thereto for the purposes of any adjustment to the Purchase Price under Section 3.3. The fees and disbursements of the Independent Accounting Firm acting under this Section 3.2 shall be apportioned between the Buyer and Sellerthe Seller based on the total dollar value of disputed exceptions resolved in favor of each such party, another nationally recognized accounting firm with each such party bearing such percentage of comparable stature reasonably acceptable the fees and disbursements of the Independent Accounting Firm as the aggregate disputed exceptions resolved against that party bears to both Buyer and Seller (the “total dollar value of all disputed exceptions considered by the Independent Accounting Firm”). Buyer For the avoidance of doubt, the delivery and Seller timing of receipt of any document sent by the parties pursuant to this Section 3 shall direct be governed by the Accounting Firm to render a determination within thirty (30) days after its retention and Buyer, Seller and their respective agents shall cooperate with the Accounting Firm during its engagement. The Accounting Firm shall consider only those items and amounts provisions set forth in the Objection Notice that Buyer and Seller are unable to resolve including any updates to the calculations of the amounts of such items after the good faith resolution discussion that are presented to the Accounting Firm by either Buyer or Seller (the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolution. The Accounting Firm’s determination shall be based on such review as the Accounting Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth in this Agreement and (B)13.5 - "Notices."

Post-Closing Determination. Within seventy-five sixty (7560) days after the Closing DateDate the Company and its auditors will prepare, Buyer shall prepare and deliver to Seller a statement for the Stockholder, an audited balance sheet of the Company and (the Company Subsidiaries "Closing Balance Sheet") as of the Closing (Date which will reflect the “Closing Statement”), which shall include the Cash and Cash Equivalents Company's determination of the Company and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries Working Capital as of the Closing, Closing Date and the Transaction Expenses, Indebtedness Amount as of the Closing Date (the "Draft Computation"). The Company and its auditors will make available to the Stockholder and its auditors all records and work papers necessary to accurately compute the Working Capital of the Company and the Company Subsidiaries Indebtedness as of the Closing. The Closing Statement shall be prepared in a manner consistent with (i) the definitions of Cash and Cash EquivalentsDate, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (ii) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Buyer shall make available to Seller including without limitation all records and work papers used in preparing the Closing Statement Balance Sheet and the computation of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the ClosingDraft Computation. If Seller the Stockholder disagrees with the computation of the Cash and Cash Equivalents, Working Capital, Indebtedness, Capital or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items Indebtedness Amount reflected on the Closing StatementDraft Computation, Seller the Stockholder may, within sixty (60) days after receipt of the Closing StatementDraft Computation, deliver a notice (an “"Objection Notice”") to Buyer the Company setting forth in reasonable detail Seller’s the Stockholder's calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses and the Working Capital of the Company and the Company Subsidiaries as of the ClosingClosing Date and the Indebtedness Amount as of the Closing Date. If Seller the Stockholder does not deliver an Objection Notice within such period of sixty (60) daysdays after receipt of the Draft Computation, then Buyer’s calculations of the Cash Draft Computation shall be conclusive and Cash Equivalentsbinding upon the Parties. If the Stockholder has delivered to the Company an Objection Notice, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below). If Seller delivers an Objection Notice to Buyer, then Buyer and Seller shall Stockholder will use good faith reasonable commercial efforts to resolve any disagreement disagreements as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing, in each case, as soon as practicableIndebtedness Amount, but if they cando not reach obtain a final resolution within thirty sixty (3060) days after Buyer the Company has received the Objection Notice, Buyer the Company and Seller shall the Stockholder will jointly retain Deloitte & Touche LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized an independent accounting firm of comparable stature reasonably acceptable to both Buyer and Seller recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. If the Company and the Stockholder are unable to agree on the choice of the Firm, the Firm will be a "big-five" accounting firm selected by lot (after excluding one firm designated by each of the Company and the Stockholder). Buyer The Company and Seller shall the Stockholder will direct the Accounting Firm to render a determination within thirty (30) days after of its retention and Buyerthe Company, Seller the Stockholder and their respective agents shall will cooperate with the Accounting Firm during its engagement. The Accounting Firm's determination will be based solely on the definitions of Working Capital and Indebtedness Amount included herein. The determination of the Firm will be conclusive and binding upon the Parties. The Company and the Stockholder shall consider only those items bear the costs and amounts set forth in expenses of the Objection Notice that Buyer and Seller are unable Firm based on the percentage which the portion of the contested amount not awarded to resolve including any updates each Party bears to the calculations of the amounts of amount actually contested by such items after the good faith resolution discussion that are presented to the Accounting Firm by either Buyer or Seller (the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate Party. The amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not Working Capital, as finally determined pursuant to any independent review) and may not impose an alternative resolution. The Accounting Firm’s determination shall be based on such review this Section 1.3(b), is referred to herein as the Accounting Firm deems necessary "Actual Working Capital," and the Indebtedness Amount, as finally determined pursuant to make its determination and (A) this Section 1.3(b), is referred to herein as the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth in this Agreement and (B)"Actual Indebtedness Amount."

Post-Closing Determination. Within seventy-five sixty (7560) days after the Closing Date, Buyer shall prepare and deliver to Seller a consolidated statement for the Company and the Company Subsidiaries as of the Closing Measurement Time (the “Closing Statement”), which shall include the Cash and Cash Equivalents of the Company and the Company SubsidiariesSubsidiaries on a consolidated basis as of the Measurement Time, the Indebtedness of the Company and the Company Subsidiaries on a consolidated basis as of the ClosingMeasurement Time, the Transaction ExpensesExpenses that remain unpaid as of the Measurement Time, and the Working Capital of the Company and the Company Subsidiaries on a consolidated basis as of the ClosingMeasurement Time. The Closing Statement shall be prepared in a manner consistent with (i) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (ii) the methodologies, practices and assumptions set forth in the Working Capital ScheduleAccounting Principles. Buyer shall promptly make available to Seller all relevant records and work papers that are subject to customary release letters used in preparing the Closing Statement and the computation of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, Expenses and Working Capital of the Company and the Company Subsidiaries on a consolidated basis as of the ClosingMeasurement Time. If Seller disagrees with the computation of the Cash and Cash Equivalents, Working Capital, Indebtedness, or Transaction Expenses or Working Capital of the Company and the Company Subsidiaries on a consolidated basis as of the Closing Measurement Time as calculated by Buyer or any other items reflected on the Closing Statement, Seller may, within sixty thirty (6030) days after receipt of the Closing Statement, deliver a notice (an “Objection Notice”) to Buyer setting forth in reasonable detail the objections Seller has, including the nature, amount and basis of each item of disagreement, and Seller’s calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses and the Working Capital of the Company and the Company Subsidiaries on a consolidated basis as of the ClosingMeasurement Time. If Seller does not deliver an Objection Notice within such period of sixty thirty (6030) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, Expenses and Working Capital of the Company and the Company Subsidiaries on a consolidated basis as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below). If Seller timely delivers an Objection Notice to Buyer, then Buyer and Seller shall use good faith commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, Expenses and Working Capital of the Company and the Company Subsidiaries as of the Closing, in each case, as soon as practicable, but if they cannot reach a final resolution within thirty (30) days after Buyer has received the Objection Notice, Buyer and Seller shall jointly retain Deloitte & Touche LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller (the “Accounting Firm”). Buyer and Seller shall direct the Accounting Firm to render a determination within thirty (30) days after its retention and Buyer, Seller and their respective agents shall cooperate with the Accounting Firm during its engagement. The Accounting Firm shall consider only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve including any updates to the calculations of the amounts of such items after the good faith resolution discussion that are presented to the Accounting Firm by either Buyer or Seller (the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolution. The Accounting Firm’s determination shall be based on such review as the Accounting Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth in this Agreement and (B)Company

Post-Closing Determination. Within seventy-five sixty (7560) calendar days after the Closing Date, Buyer shall Buyer, or its designee, will conduct a review of the Working Capital Amount as of the Closing Date (the “Closing Date Working Capital Amount”) and will prepare and deliver to Seller the Seller’s Representative a statement for the Company and the Company Subsidiaries balance sheet as of 12:00:01 a.m. on the Closing Date (the “Closing StatementDate Balance Sheet”), which shall include the Cash and Cash Equivalents together with a computation of the Company Closing Date Working Capital Amount and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries as of the Closing, the Transaction Expenses, and the Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries Amount (as of the Closingdefined below). The Closing Statement Date Balance Sheet shall be prepared in a manner consistent with the preparation of the balance sheet contained in the unaudited management reports for Seller as of March 31, 2010. The Closing Date Working Capital Amount shall be adjusted to: (i) (x) add the definitions amount of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital any net increase in net fixed assets (including notes receivables of shareholders as set forth herein on Annex A) of Seller from March 31, 2010 to the Closing Date, or (y) subtract the amount of any net decrease in net fixed assets (including notes receivables of shareholders as set forth on Annex A) of Seller from March 31, 2010 to the Closing Date, and (ii) (x) add the methodologiesamount of any net decrease in long term Indebtedness of Seller from March 31, practices and assumptions set forth 2010 to the Closing Date or (y) subtract the amount of any net increase in long term Indebtedness of Seller from March 31, 2010 to the Closing Date (as so adjusted, (the “Adjusted Closing Date Working Capital ScheduleAmount”). Seller and Buyer shall will make available to Seller the Seller’s Representative all information, data, records and work papers used in preparing the Closing Statement Date Balance Sheet and calculating the working capital adjustment hereunder and such other records and work papers as are necessary for the Seller’s Representative to review the calculations and to resolve any disputed related thereto, including without limitation access to (and the computation ability to make copies of) the books and records of Cash Seller. Buyer further agrees to make its personnel and Cash Equivalentsaccountants available to explain any information, Indebtednessdata, Transaction Expenses, records and Working Capital of work papers used in preparing the Company Closing Date Balance Sheet and calculating the Company Subsidiaries as of the Closingworking capital adjustment hereunder. If Seller the Seller’s Representative disagrees with the computation of the Cash and Cash Equivalents, Adjusted Closing Date Working Capital, Indebtedness, Capital Amount or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items reflected on the Closing StatementDate Balance Sheet, Seller the Seller’s Representative may, within sixty thirty (6030) calendar days after receipt of the Closing StatementDate Balance Sheet, deliver a notice (an a “Working Capital Objection Notice”) to Buyer identifying with reasonable specificity those items of the Closing Date Balance Sheet prepared by Buyer to which the Seller’s Representative is objecting and the amounts with respect thereto that the Seller’s Representative asserts to be the correct amounts and setting forth in reasonable detail the Seller’s Representative’s calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses and the Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the ClosingAmount. If Seller the Seller’s Representative does not deliver an a Working Capital Objection Notice within such period of sixty thirty (6030) dayscalendar day period, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of Closing Amount shall be deemed to be finally determined as the Actual Closing Cash and Cash Equivalents, amount calculated by Buyer. If the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Seller’s Representative timely delivers a Working Capital (each, as defined below). If Seller delivers an Objection Notice to Buyer, then the Seller’s Representative and Buyer and Seller shall will use good faith reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the Closing, in each case, Amount as soon as practicable, but if they cannot reach a final resolution within thirty (30) calendar days after Buyer has received the Working Capital Objection Notice, Buyer and Seller shall the Seller’s Representative will jointly retain Deloitte & Touche LLP a mutually agreeable independent accounting firm of recognized national standing (the “DeloitteWorking Capital Firm”) or, if Deloitte is unwilling or to resolve their disagreement. If Buyer and the Seller’s Representative are unable to serve or if otherwise agreed agree on the choice of the Working Capital Firm, then the Working Capital Firm will be an independent accounting firm of recognized national standing selected by lot (after excluding one firm designated by Buyer and one firm designated by the Seller, another nationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller (the “Accounting Firm”’s Representative). Buyer and Seller shall the Seller’s Representative will direct the Accounting Working Capital Firm to render a determination within thirty as promptly as practicable but in no event later than forty-five (3045) calendar days after of its retention retention. Buyer and Buyer, Seller the Seller’s Representative and their respective agents shall will cooperate fully with the Accounting Working Capital Firm during its engagementengagement to facilitate its resolution of the remaining disputes, including by providing the information, data, records, and work papers used by each party to calculate the adjustment amount due and the remaining disputes, and making its personnel and accountants available to explain any such information, data, records, or work papers. The Accounting Working Capital Firm shall will consider only those items and amounts in the Closing Date Balance Sheet set forth in the Working Capital Objection Notice that which Buyer and Seller the Seller’s Representative are unable to resolve including resolve. In resolving any updates disputed item, the Working Capital Firm may not assign a value to any item greater than the calculations of the amounts of greatest value for such items after the good faith resolution discussion that are presented to the Accounting Firm item claimed by either Buyer party or Seller (less than the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller smallest value for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions item claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolutioneither party. The Accounting Working Capital Firm’s determination shall will be based on such review as the Accounting Working Capital Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expensesdetermination, and on the definition of the Adjusted Closing Date Working Capital set forth Amount included herein. The determination of the Adjusted Closing Date Working Capital Amount by the Working Capital Firm will be conclusive and binding upon Buyer, the Seller’s Representative and Seller, in the absence of fraud or manifest error. Each of the parties shall bear its own costs and expenses in connection with the work of the Working Capital Firm. Buyer, on the one hand, and Seller, on the other hand, shall bear the costs and expenses of the Working Capital Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by or on behalf of such party. The Adjusted Closing Date Working Capital Amount, as finally determined pursuant to this Agreement and (BSection 1.6(b), is referred to herein as the “Actual Closing Date Working Capital Amount.”

Post-Closing Determination. (a) Within seventy-five ninety (7590) calendar days after the Closing Date, Buyer shall Purchaser will conduct a review of the Estimated Statement and will prepare and deliver to Seller the Sellers’ Representative a statement for the Company and the Company Subsidiaries as of the Closing (the “Closing Statement”) setting forth in reasonable detail (i) its calculation of the actual Closing Working Capital, Closing Indebtedness, Transaction Expenses and Closing Cash, (ii) Purchaser’s calculation of the actual Cash Consideration as a result of the calculations described in the foregoing clause (i), which shall include (iii) work sheets or other reasonable supporting documentation showing the Cash calculation of such estimates, and Cash Equivalents (iv) a consolidated balance sheet of the Company and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries Companies as of the Closing, the Transaction Expenses, and the Working Capital of the Company and the Company Subsidiaries as of the ClosingCalculation Time. The Closing Statement shall be prepared in a manner consistent accordance with (i) GAAP or the definitions Accounting Principles, as applicable. The parties agree that the purpose of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (ii) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Buyer shall make available to Seller all records and work papers used in preparing the Closing Statement and determining the computation amount of Cash and Cash EquivalentsClosing Working Capital, Closing Indebtedness, Transaction Expenses, Expenses and Working Capital Closing Cash is to measure changes in the amount of the Company and the Company Subsidiaries as of the Closing. If Seller disagrees with the computation of the Cash and Cash Equivalents, Closing Working Capital, Closing Indebtedness, or Transaction Expenses and Closing Cash, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the Company and the Company Subsidiaries as purpose of preparing the Closing as calculated by Buyer Statement or any other items reflected on determining the amount of Closing StatementWorking Capital, Seller mayClosing Indebtedness, within sixty (60) days after receipt Transaction Expenses and Closing Cash. During the Seller’s Representative’s review of the Closing Statement, deliver a notice (an “Objection Notice”) Sellers’ Representative and/or its Agents shall have reasonable access to Buyer setting forth in reasonable detail Seller’s calculation the books and records of the Cash and Cash EquivalentsCompanies, the Indebtednesspersonnel of, and work papers prepared by, Purchaser and/or Purchaser’s Agents to the Transaction Expenses extent that they relate to the Closing Statement as Sellers’ Representative and/or its Agents may reasonably request for the purpose of reviewing the Closing Statement and the Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller does not deliver to prepare an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below). If Seller delivers an Objection Notice to Buyer, then Buyer and Seller provided, that such access shall use good faith efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing, be in each case, as soon as practicable, but if they cana manner that does not reach a final resolution within thirty (30) days after Buyer has received the Objection Notice, Buyer and Seller shall jointly retain Deloitte & Touche LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller (the “Accounting Firm”). Buyer and Seller shall direct the Accounting Firm to render a determination within thirty (30) days after its retention and Buyer, Seller and their respective agents shall cooperate interfere with the Accounting Firm during its engagement. The Accounting Firm shall consider only those items and amounts set forth in normal business operations of Purchaser or the Objection Notice that Buyer and Seller are unable to resolve including any updates to the calculations of the amounts of such items after the good faith resolution discussion that are presented to the Accounting Firm by either Buyer or Seller (the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolution. The Accounting Firm’s determination shall be based on such review as the Accounting Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth in this Agreement and (B)Companies.

Post-Closing Determination. Within seventy-five (75) 90 calendar days after the Closing Date, Buyer the Seller shall prepare and deliver to Seller a statement for the Buyer the balance sheet of the Company and the Company Subsidiaries as of the close of business on the Closing Date (the “"Closing Statement”Balance Sheet"), which prepared in accordance with GAAP, applied on a basis consistent with and following, accounting principles, procedures, policies and methods employed in preparing, the June 30 Balance Sheet. The Closing Balance Sheet shall include the Cash and Cash Equivalents set forth a calculation of the Company actual Adjusted Net Working Capital (such actual figure, the "Actual Adjusted Net Working Capital"). During the preparation of the Closing Balance Sheet by the Seller and the Company Subsidiariesperiod of any dispute with respect to the application of this Section 3.1, the Indebtedness Buyer shall cooperate with the Seller to the extent reasonably requested by the Seller to prepare the Closing Balance Sheet or to investigate the basis for any dispute. Such cooperation will include completion of the Company and the Company Subsidiaries as normal closing process for preparation of the Closing, Closing Balance Sheet by the Transaction ExpensesCompany's accounting/finance staff under supervision of the Seller. The Closing Balance Sheet shall be examined by the Buyer, and the Working Capital of Buyer shall, not later than 180 calendar days after the Company and Closing Date, render a report thereon (the Company Subsidiaries as of the Closing"Closing Balance Sheet Report"). The Closing Statement Balance Sheet Report shall list those items, if any, to which the Buyer takes exception and the Buyer's proposed adjustment. If the Buyer fails to deliver to the Seller the Closing Balance Sheet Report within 180 calendar days following the Closing Date, the Buyer shall be prepared in a manner consistent with (i) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (ii) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Buyer shall make available deemed to Seller all records and work papers used in preparing have accepted the Closing Statement and Balance Sheet for the computation purposes of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of any adjustment to the Company and the Company Subsidiaries as of the ClosingPurchase Price under Section 3.1(c). If the Seller disagrees with does not give the computation of the Cash and Cash Equivalents, Working Capital, Indebtedness, or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items reflected on the Closing Statement, Seller may, notice within sixty (60) 20 calendar days after following receipt of the Closing Statement, deliver a notice (an “Objection Notice”) to Buyer setting forth in reasonable detail Seller’s calculation of the Cash and Cash EquivalentsBalance Sheet Report, the Indebtedness, the Transaction Expenses and the Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing shall be deemed to be have accepted the Actual Closing Cash and Cash Equivalents, Balance Sheet as adjusted by the Actual Closing Indebtedness, Buyer for the Actual Transaction Expenses and purposes of any adjustment to the Actual Closing Working Capital (each, as defined belowPurchase Price under Section 3.1(c). If the Seller delivers an Objection Notice gives the Buyer notice of objections to Buyerthe Closing Balance Sheet Report, then and if the Seller and the Buyer and are unable, within 30 calendar days after receipt by the Buyer of the notice from the Seller shall use good faith efforts of objections, to resolve any disagreement as the disputed exceptions, such disputed exceptions will be referred to PricewaterhouseCoopers LLP or another firm of independent certified public accountants ("Independent Accounting Firm") mutually acceptable to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company Seller and the Company Subsidiaries as of the Closing, in each case, as soon as practicable, but if they cannot reach a final resolution within thirty (30) days after Buyer has received the Objection Notice, Buyer and Seller shall jointly retain Deloitte & Touche LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller (the “Accounting Firm”)Buyer. Buyer and Seller shall direct the The Independent Accounting Firm shall, within 60 calendar days following its selection, deliver to render a determination within thirty (30) days after its retention and Buyer, the Seller and their respective agents shall cooperate with the Accounting Firm during its engagement. The Accounting Firm shall consider Buyer a written report determining such disputed exceptions (and only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve including any updates to the calculations of the amounts of such items after the good faith resolution discussion that are presented to the Accounting Firm by either Buyer or Seller (the “Presented Positions”disputed exceptions), and shall select as a resolution its determinations will be conclusive and binding upon the position of either Buyer or Seller parties thereto for the disputed items that is, in the aggregate, more accurate pursuant purposes of any adjustment to the terms Purchase Price under Section 3.1(c), provided that during the period prior to delivery of such written report, either party may deliver to the Independent Accounting Firm, for its consideration, any working papers or other documentation or make such presentation as such party may deem relevant for the Independent Accounting Firm's determination. The fees and disbursements of the Independent Accounting Firm acting under this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review3.1(b) and may not impose an alternative resolution. The Accounting Firm’s determination shall be based on such review as shared equally by the Accounting Firm deems necessary to make its determination Buyer and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth in this Agreement and (B)Seller.

Post-Closing Determination. Within seventy-five sixty (7560) calendar days after the Closing Date, Buyer shall Buyer, or its designee, will conduct a review of the Working Capital Amount as of the Closing Date (the “Closing Date Working Capital Amount”) and will prepare and deliver to Seller the Members’ Representative a statement for the Company and the Company Subsidiaries balance sheet as of 12:00:01 a.m. on the Closing Date (the “Closing StatementDate Balance Sheet”), which shall include the Cash and Cash Equivalents together with a computation of the Company Closing Date Working Capital Amount and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries as of the Closing, the Transaction Expenses, and the Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries Amount (as of the Closingdefined below). The Closing Statement Date Balance Sheet shall be prepared in a manner consistent with the preparation of the balance sheet contained in the unaudited, consolidating management reports for the Company Group as of March 31, 2010. The Closing Date Working Capital Amount shall be adjusted to: (i) (x) add the definitions amount of Cash and Cash Equivalentsany net increase in net fixed assets of the Company Group from March 31, Indebtedness2010 to the Closing Date, Transaction Expensesor (y) subtract the amount of any net decrease in net fixed assets of the Company Group from March 31, and Working Capital set forth herein 2010 to the Closing Date, and (ii) (x) add the methodologiesamount of any net decrease in long term Indebtedness of the Company Group from March 31, practices and assumptions set forth 2010 to the Closing Date or (y) subtract the amount of any net increase in long term Indebtedness of the Company Group from March 31, 2010 to the Closing Date (as so adjusted, (the “Adjusted Closing Date Working Capital ScheduleAmount”). The Company Group and Buyer shall will make available to Seller the Members’ Representative all information, data, records and work papers used in preparing the Closing Statement Date Balance Sheet and calculating the working capital adjustment hereunder and such other records and work papers as are necessary for the Members’ Representative to review the calculations and to resolve any disputed related thereto, including without limitation access to (and the computation of Cash ability to make copies of) the books and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital records of the Company Group. Buyer further agrees to make its personnel and accountants available to explain any information, data, records and work papers used in preparing the Company Subsidiaries as of Closing Date Balance Sheet and calculating the Closingworking capital adjustment hereunder. If Seller the Members’ Representative disagrees with the computation of the Cash and Cash Equivalents, Adjusted Closing Date Working Capital, Indebtedness, Capital Amount or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items reflected on the Closing StatementDate Balance Sheet, Seller the Members’ Representative may, within sixty thirty (6030) calendar days after receipt of the Closing StatementDate Balance Sheet, deliver a notice (an a “Working Capital Objection Notice”) to Buyer identifying with reasonable specificity those items of the Closing Date Balance Sheet prepared by Buyer to which the Members’ Representative is objecting and the amounts with respect thereto that the Members’ Representative asserts to be the correct amounts and setting forth in reasonable detail Sellerthe Members’ Representative’s calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses and the Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the ClosingAmount. If Seller the Members’ Representative does not deliver an a Working Capital Objection Notice within such period of sixty thirty (6030) dayscalendar day period, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of Closing Amount shall be deemed to be finally determined as the Actual Closing Cash and Cash Equivalents, amount calculated by Buyer. If the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Members’ Representative timely delivers a Working Capital (each, as defined below). If Seller delivers an Objection Notice to Buyer, then the Members’ Representative and Buyer and Seller shall will use good faith reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the Closing, in each case, Amount as soon as practicable, but if they cannot reach a final resolution within thirty (30) calendar days after Buyer has received the Working Capital Objection Notice, Buyer and Seller shall the Members’ Representative will jointly retain Deloitte & Touche LLP a mutually agreeable independent accounting firm of recognized national standing (the “DeloitteWorking Capital Firm”) or, if Deloitte is unwilling or to resolve their disagreement. If Buyer and the Members’ Representative are unable to serve or if otherwise agreed agree on the choice of the Working Capital Firm, then the Working Capital Firm will be an independent accounting firm of recognized national standing selected by lot (after excluding one firm designated by Buyer and Seller, another nationally recognized accounting one firm of comparable stature reasonably acceptable to both Buyer and Seller (designated by the “Accounting Firm”Members’ Representative). Buyer and Seller shall the Members’ Representative will direct the Accounting Working Capital Firm to render a determination within thirty as promptly as practicable but in no event later than forty-five (3045) calendar days after of its retention retention. Buyer and Buyer, Seller the Members’ Representative and their respective agents shall will cooperate fully with the Accounting Working Capital Firm during its engagementengagement to facilitate its resolution of the remaining disputes, including by providing the information, data, records, and work papers used by each party to calculate the adjustment amount due and the remaining disputes, and making its personnel and accountants available to explain any such information, data, records, or work papers. The Accounting Working Capital Firm shall will consider only those items and amounts in the Closing Date Balance Sheet set forth in the Working Capital Objection Notice that which Buyer and Seller the Members’ Representative are unable to resolve including resolve. In resolving any updates disputed item, the Working Capital Firm may not assign a value to any item greater than the calculations of the amounts of greatest value for such items after the good faith resolution discussion that are presented to the Accounting Firm item claimed by either Buyer party or Seller (less than the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller smallest value for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions item claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolutioneither party. The Accounting Working Capital Firm’s determination shall will be based on such review as the Accounting Working Capital Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expensesdetermination, and on the definition of the Adjusted Closing Date Working Capital set forth Amount included herein. The determination of the Adjusted Closing Date Working Capital Amount by the Working Capital Firm will be conclusive and binding upon Buyer, the Members’ Representative and the GMT Members, in the absence of fraud or manifest error. Each of the parties shall bear its own costs and expenses in connection with the work of the Working Capital Firm. Buyer, on the one hand, and the GMT Members, on the other hand, shall bear the costs and expenses of the Working Capital Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by or on behalf of such party. The Adjusted Closing Date Working Capital Amount, as finally determined pursuant to this Agreement and (BSection 1.4(b), is referred to herein as the “Actual Closing Date Working Capital Amount.”

Post-Closing Determination. Within seventy-five (75) 60 days after the Closing Date, the Buyer shall will prepare and deliver to Seller the Sellers a statement for the Company and the Company Subsidiaries as of the Closing separate report (the “Closing StatementAdjusted Liabilities Report”) setting forth the actual Adjusted Liabilities as of 12:01 a.m. on the Closing Date (the “Closing Adjusted Liabilities”), which shall include the Cash and Cash Equivalents of the Company and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries as of the Closing, the Transaction Expenses, and the Working Capital of the Company and the Company Subsidiaries as of the Closing. The Closing Statement Adjusted Liabilities Report shall be prepared in a the same manner consistent with (i) as Schedule 3.3 and following the definitions of Cash accounting principles, procedures, policies and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (ii) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Buyer shall make available to Seller all records and work papers used methods employed in preparing the Closing Statement and the computation of Cash and Cash Equivalentssuch schedule. The Sellers shall, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller disagrees with the computation of the Cash and Cash Equivalents, Working Capital, Indebtedness, or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items reflected on the Closing Statement, Seller may, within sixty (60) not later than 30 calendar days after receipt of the Closing StatementAdjusted Liabilities Report, deliver a notice report thereon (an the “Objection NoticeSellers’ Adjusted Liabilities Report”) to the Buyer. The Sellers’ Adjusted Liabilities Report shall list those items included in the Closing Adjusted Liabilities Report, if any, to which the Sellers take exception and the Sellers’ proposed adjustment. If the Sellers fail to deliver to the Buyer setting forth in reasonable detail Seller’s calculation the Sellers’ Adjusted Liabilities Report within 30 calendar days following receipt of the Cash and Cash EquivalentsClosing Adjusted Liabilities Report or do not set forth any exceptions, the Indebtedness, the Transaction Expenses and the Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing Sellers shall be deemed to be have accepted the Actual Closing Cash Adjusted Liabilities Report for the purposes of any adjustment to the Purchase Price under Section 3.3(d) and Cash Equivalentsfor all other purposes of this Agreement. If the Buyer does not give the Sellers notice of its objections to the Sellers’ Adjusted Liabilities Report within 15 calendar days following receipt of the Sellers’ Adjusted Liabilities Report, the Actual Buyer shall be deemed to have accepted the Closing IndebtednessAdjusted Liabilities Report as adjusted by the Sellers in the Sellers’ Adjusted Liabilities Report for the purposes of any adjustment to the Purchase Price under Section 3.3(d) and for all other purposes of this Agreement. If the Buyer gives the Sellers timely notice of its objections to the Sellers’ Adjusted Liabilities Report, and if the Actual Transaction Expenses Buyer and the Actual Closing Working Capital (eachSellers are unable, as defined below). If Seller delivers an Objection Notice to Buyerwithin 15 calendar days after receipt by the Sellers of the notice from the Buyer of objections, then Buyer and Seller shall use good faith efforts to resolve any disagreement as the disputed exceptions, such disputed exceptions will be referred to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing, in each case, as soon as practicable, but if they cannot reach a final resolution within thirty (30) days after Buyer has received the Objection Notice, Buyer and Seller shall jointly retain Deloitte & Touche LLP (“Deloitte”) or, if Deloitte is unwilling PricewaterhouseCoopers or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller independent certified public accountants (the “Independent Accounting Firm”) mutually acceptable to the Buyer and the Sellers. The Independent Accounting Firm shall, within 45 days following its selection, deliver to the Buyer and the Sellers a written report determining such disputed exceptions (and only such disputed exceptions), and its determinations will be conclusive and binding upon the parties thereto for the purposes of any adjustment to the Purchase Price under Section 3.3(d). Buyer The fees and Seller shall direct disbursements of the Independent Accounting Firm to render a determination within thirty (30acting under this Section 3.3(c) days after its retention shall be apportioned between the Sellers and Buyerthe Buyer based on the total dollar value of disputed exceptions resolved in favor of each such party, Seller with each such party bearing such percentage of the fees and their respective agents shall cooperate with disbursements of the Independent Accounting Firm during its engagementas the aggregate disputed exceptions resolved against that party bears to the total dollar value of all disputed exceptions considered by the Independent Accounting Firm. The Accounting Firm For the avoidance of doubt, the delivery and timing of receipt of any document sent by the parties pursuant to this Section 3 shall consider only those items and amounts be governed by the provisions set forth in the Objection Notice that Buyer and Seller are unable to resolve including any updates to the calculations of the amounts of such items after the good faith resolution discussion that are presented to the Accounting Firm by either Buyer or Seller (the Section 16.5 — “Presented PositionsNotices.”), and shall select as a resolution the position of either Buyer or Seller for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolution. The Accounting Firm’s determination shall be based on such review as the Accounting Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth in this Agreement and (B)

Post-Closing Determination. Within seventy-five sixty (7560) calendar days after the Closing Date, Buyer shall Buyer, or its designee, will conduct a review of the Working Capital Amount as of the Closing Date (the “Closing Date Working Capital Amount”) and will prepare and deliver to Seller the Sellers’ Representative a statement for the Company and the Company Subsidiaries balance sheet as of 12:00:01 a.m. on the Closing Date (the “Closing StatementDate Balance Sheet”), which shall include the Cash and Cash Equivalents together with a computation of the Company Closing Date Working Capital Amount and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries as of the Closing, the Transaction Expenses, and the Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries Amount (as of the Closingdefined below). The Closing Statement Date Balance Sheet shall be prepared in a manner consistent with the preparation of the balance sheet contained in the unaudited management reports for the Company as of March 31, 2010. The Closing Date Working Capital Amount shall be adjusted to: (i) (x) add the definitions amount of Cash and Cash Equivalentsany net increase in net fixed assets of the Company from March 31, Indebtedness2010 to the Closing Date, Transaction Expensesor (y) subtract the amount of any net decrease in net fixed assets of the Company from March 31, and Working Capital set forth herein 2010 to the Closing Date, and (ii) (x) add the methodologiesamount of any net decrease in long term Indebtedness of the Company from March 31, practices and assumptions set forth 2010 to the Closing Date or (y) subtract the amount of any net increase in long term Indebtedness of the Company from March 31, 2010 to the Closing Date (as so adjusted, the “Adjusted Closing Date Working Capital ScheduleAmount”). The Company and Buyer shall will make available to Seller the Sellers’ Representative all information, data, records and work papers used in preparing the Closing Statement Date Balance Sheet and calculating the working capital adjustment hereunder and such other records and work papers as are necessary for the Sellers’ Representative to review the calculations and to resolve any disputed related thereto, including without limitation access to (and the computation of Cash ability to make copies of) the books and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital records of the Company Company. Buyer further agrees to make its personnel and accountants available to explain any information, data, records and work papers used in preparing the Company Subsidiaries as of Closing Date Balance Sheet and calculating the Closingworking capital adjustment hereunder. If Seller the Sellers’ Representative disagrees with the computation of the Cash and Cash Equivalents, Adjusted Closing Date Working Capital, Indebtedness, Capital Amount or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items reflected on the Closing StatementDate Balance Sheet, Seller the Sellers’ Representative may, within sixty thirty (6030) calendar days after receipt of the Closing StatementDate Balance Sheet, deliver a notice (an a “Working Capital Objection Notice”) to Buyer identifying with reasonable specificity those items of the Closing Date Balance Sheet prepared by Buyer to which the Sellers’ Representative is objecting and the amounts with respect thereto that the Sellers’ Representative asserts to be the correct amounts and setting forth in reasonable detail Seller’s the Sellers’ Representative's calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses and the Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the ClosingAmount. If Seller the Sellers’ Representative does not deliver an a Working Capital Objection Notice within such period of sixty thirty (6030) dayscalendar day period, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of Closing Amount shall be deemed to be finally determined as the Actual Closing Cash and Cash Equivalents, amount calculated by Buyer. If the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Sellers’ Representative timely delivers a Working Capital (each, as defined below). If Seller delivers an Objection Notice to Buyer, then the Sellers’ Representative and Buyer and Seller shall will use good faith reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the Closing, in each case, Amount as soon as practicable, but if they cannot reach a final resolution within thirty (30) calendar days after Buyer has received the Working Capital Objection Notice, Buyer and Seller shall the Sellers’ Representative will jointly retain Deloitte & Touche LLP a mutually agreeable independent accounting firm of recognized national standing (the “DeloitteWorking Capital Firm”) or, if Deloitte is unwilling or to resolve their disagreement. If Buyer and the Sellers’ Representative are unable to serve or if otherwise agreed agree on the choice of the Working Capital Firm, then the Working Capital Firm will be an independent accounting firm of recognized national standing selected by lot (after excluding one firm designated by Buyer and Seller, another nationally recognized accounting one firm of comparable stature reasonably acceptable to both Buyer and Seller (designated by the “Accounting Firm”Sellers’ Representative). Buyer and Seller shall the Sellers’ Representative will direct the Accounting Working Capital Firm to render a determination within thirty as promptly as practicable but in no event later than forty-five (3045) calendar days after of its retention retention. Buyer and Buyer, Seller the Sellers’ Representative and their respective agents shall will cooperate fully with the Accounting Working Capital Firm during its engagementengagement to facilitate its resolution of the remaining disputes, including by providing the information, data, records, and work papers used by each party to calculate the adjustment amount due and the remaining disputes, and making its personnel and accountants available to explain any such information, data, records, or work papers. The Accounting Working Capital Firm shall will consider only those items and amounts in the Closing Date Balance Sheet set forth in the Working Capital Objection Notice that which Buyer and Seller the Sellers’ Representative are unable to resolve including resolve. In resolving any updates disputed item, the Working Capital Firm may not assign a value to any item greater than the calculations of the amounts of greatest value for such items after the good faith resolution discussion that are presented to the Accounting Firm item claimed by either Buyer party or Seller (less than the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller smallest value for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions item claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolutioneither party. The Accounting Working Capital Firm’s determination shall will be based on such review as the Accounting Working Capital Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expensesdetermination, and on the definition of the Adjusted Closing Date Working Capital set forth Amount included herein. The determination of the Adjusted Closing Date Working Capital Amount by the Working Capital Firm will be conclusive and binding upon Buyer, the Sellers’ Representative and Sellers, in the absence of fraud or manifest error. Each of the parties shall bear its own costs and expenses in connection with the work of the Working Capital Firm. Buyer, on the one hand, and Sellers, on the other hand, shall bear the costs and expenses of the Working Capital Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by or on behalf of such party. The Adjusted Closing Date Working Capital Amount, as finally determined pursuant to this Agreement and (BSection 1.4(b), is referred to herein as the “Actual Closing Date Working Capital Amount”.

Post-Closing Determination. Within seventy-five As promptly as possible following the Closing, but in any event within ninety (7590) days after the Closing Date, the Buyer shall prepare and deliver to the Seller a reasonably detailed statement for the Company and the Company Subsidiaries as of the Closing (the “Closing Statement”), which shall include the Cash and Cash Equivalents of the Company and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries as of the Closing, the Transaction Expenses, and the Working Capital of the Company and the Company Subsidiaries as of the Closing. The Closing Statement shall be prepared in a manner consistent with setting forth (i) the definitions Buyer’s good faith determinations of the Cash and Cash EquivalentsAmount, Indebtedness, the Seller Transaction Expenses, the Indebtedness Amount and the Net Working Capital set forth herein Amount, and (ii) the methodologiesBuyer’s calculation of the Purchase Price (collectively, practices the “Draft Computation”). If the Buyer does not deliver the Draft Computation to the Seller within ninety (90) days after the Closing Date, then at the election of the Seller, the Seller may (i) deliver the Draft Computation to the Buyer within forty-five (45) days following the expiration of the initial ninety (90) day period or (ii) deem the Estimated Purchase Price and assumptions set forth the components of such Estimated Purchase Price to be the Purchase Price and the components of such Purchase Price hereunder. The party which delivers the Draft Computation is referred to herein as the “Delivering Party.” The Draft Computation, and each of the elements thereof, shall be prepared in accordance with the Working Capital ScheduleAccounting Principles and the definitions within this Agreement. The Buyer shall will make available to the Seller and its advisors all personnel, advisors, records and work papers used in preparing or otherwise related to the Closing Statement and Draft Computation. If the computation of Cash and Cash EquivalentsSeller or the Buyer, Indebtednessas applicable (the “Receiving Party”), Transaction Expenses, and Working Capital objects to any aspect of the Company and Draft Computation, the Company Subsidiaries as of the Closing. If Seller disagrees with the computation of the Cash and Cash Equivalents, Working Capital, Indebtedness, or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items reflected on the Closing Statement, Seller Receiving Party may, within sixty (60) 45 days after receipt of the Closing StatementDraft Computation, deliver a notice (an “Objection Notice”) to Buyer the Delivering Party setting forth in reasonable detail Sellerthe Receiving Party’s determination of the Cash Amount, the Indebtedness Amount, the Seller Transaction Expenses and/or the Net Working Capital Amount and Receiving Party’s calculation of the Purchase Price. Any Objection Notice shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on the Cash and Cash EquivalentsAmount, the IndebtednessIndebtedness Amount, the Seller Transaction Expenses and or the Net Working Capital Amount and Receiving Party’s calculation of the Company and Purchase Price or the Company Subsidiaries as resulting calculation of the ClosingPurchase Price not being calculated in accordance with this Agreement. If Seller the Receiving Party does not deliver an Objection Notice to the Delivering Party within such period forty-five (45) days after receipt of sixty (60) daysthe Draft Computation, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of parties hereto will be deemed to have agreed to the Company Draft Computation and the Company Subsidiaries as components of Closing such Draft Computation shall be deemed to be the Actual Closing Cash finally determined as set forth therein and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses be final and binding upon Buyer and Seller. The Buyer and the Actual Closing Working Capital (each, as defined below). If Seller delivers an Objection Notice to Buyer, then Buyer and Seller shall use good faith reasonable efforts to resolve any disagreement disagreements as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company Draft Computation and the Company Subsidiaries as of the Closing, in each case, as soon as practicableObjection Notice, but if they cando not reach obtain a final resolution within thirty sixty (3060) days after Buyer the Receiving Party has received the Objection Notice, the Buyer and the Seller shall jointly retain Deloitte & Touche Gxxxx Xxxxxxxx LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller (the “Accounting Firm”)) to resolve any remaining disagreements. The Buyer and the Seller shall direct the Accounting Firm to render a determination within thirty (30) days after its retention and the Buyer, the Seller and their respective agents shall cooperate with the Accounting Firm during its engagement. The Accounting Firm shall may consider only those items and amounts set forth in the Draft Computation or Objection Notice that which the Buyer and the Seller are unable to resolve including resolve. In resolving any updates disputed item, the Firm may not assign a value to any item greater than the calculations of the amounts of greatest value for such items after the good faith resolution discussion that are presented to the Accounting Firm item claimed by either Buyer party or Seller (less than the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller smallest value for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions item claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolutioneither party. The Accounting Firm’s determination shall be based solely on such review as written submissions or oral presentations by the Accounting Firm deems necessary to make its determination Buyer and the Seller (Ai.e., not on independent review) and on the definitions included herein. The determination of Cash the Firm shall be final, conclusive and Cash Equivalentsbinding upon the Buyer and the Seller and enforceable as an arbitration award in any court of competent jurisdiction under the terms of the Federal Arbitration Act or its state Law equivalents. Until the Firm makes its determination, Indebtednessthe costs and expenses of the Firm shall be borne equally by the Buyer, Transaction Expenseson the one hand, and the Seller, on the other hand; provided that, when the Firm makes its determination, the costs and expenses of the Firm shall be allocated between the Seller, on the one hand, and the Buyer, on the other hand, 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 Seller claims the Net Working Capital set forth in this Agreement Amount is $1,000 greater than the amount determined by the Buyer, and the Buyer contests only $500 of the amount claimed by the Seller, and if the Firm ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (B)i.e., 300 ÷ 500) to the Buyer and 40% (i.e., 200 ÷ 500) to the Seller.

Post-Closing Determination. Within seventy-five ninety (7590) calendar days after the Closing Date, Buyer shall prepare and deliver to Seller the Surviving Corporation will conduct a statement for review (the Company and “Closing Date Review”) of (i) the Company Subsidiaries Working Capital Amount as of the Closing Date but prior to the consummation of the transactions provided for herein (the “Closing Statement”), which shall include the Cash and Cash Equivalents of the Company and the Company Subsidiaries, the Indebtedness of the Company and the Company Subsidiaries as of the Closing, the Transaction Expenses, and the Date Working Capital of the Company and the Company Subsidiaries as of the Closing. The Closing Statement shall be prepared in a manner consistent with (iAmount”) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (ii) the methodologiesExcess Cash Amount as of the close of business on the Business Day immediately prior to the Closing Date less cash used to satisfy payments that were made by the Company at Closing in accordance with Section 2.7(c) (the “Closing Date Excess Cash Amount”), practices and assumptions set forth will prepare and deliver to the Company Representative a balance sheet (the “Closing Date Balance Sheet”) and a computation of the Closing Date Working Capital Amount and the Closing Date Excess Cash Amount. Such Closing Date Balance Sheet shall be prepared in the Working Capital Schedulesame manner as the Reference Balance Sheet and, with respect to inventory, shall be based on a physical count of the inventory of the Surviving Corporation and its Subsidiaries. Buyer shall The Surviving Corporation will make available to Seller the Company Representative all records and work papers used in preparing the Closing Statement and the computation of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of Date Balance Sheet. If the Company and the Company Subsidiaries as of the Closing. If Seller Representative disagrees with the computation of the Cash and Cash EquivalentsClosing Date Working Capital Amount, Working Capital, Indebtedness, or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer Date Excess Cash Amount or any other the items reflected on the Closing StatementDate Balance Sheet, Seller the Company Representative may, within sixty thirty (6030) calendar days after receipt of the Closing StatementDate Balance Sheet, deliver a notice (an “Objection Notice”) on behalf of the Company Securityholders to Buyer the Surviving Corporation setting forth in reasonable detail Sellerthe Company Representative’s calculation of the Cash and Cash Equivalents, the Indebtedness, the Transaction Expenses and the Closing Date Working Capital of the Company and the Company Subsidiaries Amount as of the ClosingClosing Date and, if also disputed, the Closing Date Excess Cash Amount. If Seller the Company Representative does not deliver an Objection Notice within such period of sixty thirty (6030) dayscalendar day period, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Closing Date Working Capital of the Company Amount and the Company Subsidiaries as of Closing Date Excess Cash Amount shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below)finally determined. If Seller the Company Representative timely delivers an Objection Notice to Buyerthe Surviving Corporation, then Buyer the Company Representative 19 and Seller shall the Surviving Corporation will use good faith reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Closing Date Working Capital of Amount and/or the Company and the Company Subsidiaries as of the Closing, in each case, Closing Date Excess Cash Amount as soon as practicable, but if they cancan not reach a final resolution within thirty (30) calendar days after Buyer the Surviving Corporation has received the Objection Notice, Buyer the Surviving Corporation and Seller shall the Company Representative on behalf of the Company Shareholders will jointly retain Deloitte & Touche LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized an independent accounting firm of comparable stature reasonably acceptable to both Buyer and Seller recognized national standing (the “Accounting Firm”) to resolve their disagreement. If the Surviving Corporation and the Company Representative are unable to agree on the choice of the Firm, then the Firm will be an independent accounting firm of recognized national standing selected by lot (after excluding one firm designated by the Surviving Corporation and one firm designated by the Company Representative). Buyer The Surviving Corporation and Seller shall the Company Representative will direct the Accounting Firm to render a determination within thirty (30) calendar days after of its retention and Buyer, Seller the Surviving Corporation and the Company Representative and their respective agents shall will cooperate with the Accounting Firm during its engagement. The Accounting Firm shall will consider only those items and amounts in the Closing Date Balance Sheet or the calculation of the Closing Date Excess Cash Amount set forth in the Objection Notice that Buyer which the Surviving Corporation and Seller the Company Representative are unable to resolve including resolve. In resolving any updates disputed item, the Firm may not assign a value to any item greater than the calculations of the amounts of greatest value for such items after the good faith resolution discussion that are presented to the Accounting Firm item claimed by either Buyer party or Seller (less than the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller smallest value for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions item claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolutioneither party. The Accounting Firm’s determination shall will be based on such review as the Accounting Firm deems necessary to make its determination and (A) the definitions of Cash and Cash Equivalents, Indebtedness, Transaction Expensesdetermination, and on the definition of the Closing Date Working Capital set forth Amount and/or the Closing Date Excess Cash Amount included herein. The determination of the Closing Date Working Capital Amount and/or the Closing Date Excess Cash Amount by the Firm will be conclusive and binding upon the Surviving Corporation and the Company Securityholders. The Surviving Corporation and the Company Securityholders shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by or on behalf of such party with the portion of such costs and expenses payable by the Company Securityholders being deducted from that portion, if any, of the Adjustment Amount to be released to the Company Securityholders (it being understood that in no event shall the Surviving Corporation be obligated to pay any portion of the costs and expenses of the Firm attributable to the Company Securityholders and that in no event shall the costs and expenses of the Firm attributable to the Company Securityholders be paid from the Claims Amount (unless the requirements of Section 2.8(c)(iii) below shall have been met), or any portion of the Adjustment Amount to be paid to the Surviving Corporation). The Closing Date Working Capital Amount, as finally determined pursuant to this Agreement Section 2.8(b), is referred to herein as the “Actual Closing Date Working Capital Amount,” and (B)the Closing Date Excess Cash Amount as finally determined pursuant to this Section 2.8(b) is referred to herein as the “Final Excess Cash Amount.”

Post-Closing Determination. Within seventy-five (75) 90 days after the Closing Date, the Buyer shall prepare prepare, and deliver to Seller a statement for the Company and Stockholders’ Representative, (i) the Company Subsidiaries as Buyer’s determinations of the Closing (the “Closing Statement”), which shall include the Cash and Cash Equivalents of the Company and the Company SubsidiariesAmount, the Indebtedness Payoff Amount, the Management Note Payoff Amount and the Net Working Capital Amount, and (ii) the Buyer’s calculation of the Company Actual Common Purchase Price (collectively, the “Draft Computation”). The Draft Computation shall be prepared and the Company Subsidiaries as of the ClosingCash Amount, the Transaction ExpensesIndebtedness Payoff Amount, and the Net Working Capital of the Company and the Company Subsidiaries as of the Closing. The Closing Statement Amount shall be prepared determined on a consolidated basis in accordance with GAAP applied in a manner consistent with the accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the audited consolidated balance sheet of the Company and its Subsidiaries as of the fiscal year ended December 31, 2006 (i) the definitions “2006 Balance Sheet”), and shall not include any changes in assets or liabilities as a result of purchase or other similar accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Draft Computation and determining the Cash Amount, the Indebtedness Payoff Amount, and the Net Working Capital Amount and the related purchase price adjustment contemplated by this Section 2.04 is to measure the amount of Cash and Cash Equivalents, Indebtedness, Transaction ExpensesIndebtedness and changes in Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Draft Computation or determining Cash, Indebtedness or Net Working Capital set forth herein Capital. The Buyer and (ii) the methodologies, practices and assumptions set forth in the Working Capital Schedule. Buyer shall its auditors will upon request make available to Seller the Stockholders’ Representative and its auditors reasonable access to all records and work papers used in preparing the Closing Statement and the computation of Cash and Cash Equivalents, Indebtedness, Transaction ExpensesDraft Computation, and Working Capital to its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as not to interfere unduly with the business of the Company Buyer, the Company, and their Subsidiaries. If the Company Subsidiaries as Stockholders’ Representative disagrees with any aspect of the Closing. If Seller disagrees with Draft Computation, the computation of the Cash and Cash Equivalents, Working Capital, Indebtedness, or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer or any other items reflected on the Closing Statement, Seller Stockholders’ Representative may, within sixty (60) 60 days after receipt of the Closing StatementDraft Computation, deliver a notice (an “Objection Notice”) to the Buyer setting forth in reasonable detail Sellerthe Stockholders’ Representative’s determination of the Cash Amount, the Indebtedness Payoff Amount, the Management Note Payoff Amount and/or the Net Working Capital Amount and the Stockholders’ Representative’s calculation of the Cash Actual Common Purchase Price, and Cash Equivalentsidentifying the specific items and amounts of disagreement. The Stockholders’ Representative and its auditors will upon request make available to the Buyer and its auditors reasonable access to all records and work papers used in preparing the Objection Notice, and to its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as not to interfere unduly with the Indebtedness, the Transaction Expenses and the Working Capital business of the Company and the Company Subsidiaries as of the ClosingStockholders’ Representative. If Seller the Stockholders’ Representative does not deliver an Objection Notice to the Buyer within such period 60 days after receipt of sixty (60) daysthe Draft Computation, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of parties hereto will be deemed to have agreed to the Company Draft Computation and the Company Subsidiaries as components of Closing such Draft Computation shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses finally determined as set forth therein. The Buyer and the Actual Closing Working Capital (each, as defined below). If Seller delivers an Objection Notice to Buyer, then Buyer and Seller Stockholders’ Representative shall use good faith reasonable efforts to resolve any disagreement disagreements as to the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company Draft Computation and the Company Subsidiaries as of the Closing, in each case, as soon as practicableObjection Notice, but if they cando not reach obtain a final resolution within thirty (30) 60 days after the Buyer has received the Objection Notice, the Buyer and Seller the Stockholders’ Representative shall jointly retain Deloitte & Touche BDO Xxxxxxx LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized accounting firm of comparable stature reasonably acceptable to both Buyer and Seller (the “Accounting Firm”)) to resolve any remaining disagreements. The Buyer and Seller the Stockholders’ Representative shall direct the Accounting Firm to render a determination within thirty (30) 30 days after its retention and the Buyer, Seller the Stockholders’ Representative and their respective agents shall cooperate with the Accounting Firm during its engagement. The Accounting Firm shall may consider only those items and amounts set forth in the Draft Computation or Objection Notice that which the Buyer and Seller the Stockholders’ Representative are unable to resolve including resolve. In resolving any updates disputed item, the Firm may not assign a value to any item greater than the calculations of the amounts of greatest value for such items after the good faith resolution discussion that are presented to the Accounting Firm item claimed by either Buyer party or Seller (less than the “Presented Positions”), and shall select as a resolution the position of either Buyer or Seller smallest value for the disputed items that is, in the aggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions item claimed by Buyer or Seller (based solely on presentations and supporting material provided by such parties and not pursuant to any independent review) and may not impose an alternative resolutioneither party. The Accounting Firm’s determination shall be based solely on such review as written submissions by the Accounting Firm deems necessary to make its determination Buyer and the Stockholders’ Representative (Ai.e., not on independent review) and on the definitions included herein. The determination of Cash the Firm shall be conclusive and Cash Equivalentsbinding upon the Buyer, Indebtednessthe Stockholders’ Representative and the Stockholders (absent manifest error). Until the Firm makes its determination, Transaction Expensesthe costs and expenses of the Firm shall be borne equally by the Buyer, on the one hand, and Working Capital set forth the Stockholders’ Representative (on behalf of the Stockholders in this Agreement accordance with their respective Allocation Percentages), on the other hand; provided that, when the Firm makes its determination, the costs and expenses (Bincluding the costs and expenses previously advanced) of the Firm shall be borne by Buyer, on the one hand, and the Stockholders’ Representative, on the other hand (on behalf of the Stockholders in accordance with their respective Allocation Percentages), based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The Firm shall determine the allocation of costs based on the foregoing sentence and xxxx the parties for its fees and expenses accordingly. For example, if closing accounts receivable is the only disputed item, and Buyer claims that closing accounts receivable is $1,000 less than the amount determined by the Stockholders’ Representative, and the Stockholders’ Representative and Buyer contest only $500 of the amount claimed by Buyer, and if the Firm ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then the costs and expenses of the Firm will be allocated 60% (i.e., 300 ÷ 500) to the Stockholders’ Representative and 40% (i.e., 200 ÷ 500) to Buyer.