Common use of Post-Closing Determination Clause in Contracts

Post-Closing Determination. Within sixty (60) calendar days after the Closing Date, Buyer shall prepare and deliver to Seller a balance sheet for the Company as of the Effective Time (the “Closing Balance Sheet”), a computation of the Cash and Cash Equivalents and the Working Capital of the Company and the Company Subsidiaries based upon such Closing Balance Sheet in a manner consistent with (i) the definitions of Cash and Cash Equivalents and Working Capital set forth 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 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) as well as a listing (including amounts) of the Company Fees and Expenses it determines were unpaid at the Effective Time. Buyer will make available to Seller all records and work papers used in preparing the Closing Balance Sheet, the computation of Cash and Cash Equivalents and Working Capital based upon such Closing Balance Sheet and its listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time. Seller may, within thirty (30) calendar days after receipt of the Closing Balance Sheet, deliver a notice (an “Objection Notice”) to Buyer setting forth in reasonable detail Seller’s calculation of the Cash and Cash Equivalents and Working Capital of the Company and the Company Subsidiaries as of the Effective 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 thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Working Capital based upon the Closing Balance Sheet shall be deemed to be the Actual Closing Cash and Cash Equivalents and the Actual Closing Working Capital (as 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 will use commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents and Working Capital of the Company and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case as soon as practicable, but if they can not reach a final resolution within thirty (30) calendar days after Buyer has received the Objection Notice, Buyer and Seller will jointly retain KPMG LLP or, if agreed by Buyer and Seller, another internationally recognized accounting firm of comparable stature acceptable to both Buyer and Seller (the “Accounting Firm”). Buyer and Seller will direct the Accounting Firm to render a determination within thirty (30) calendar days of its retention and Buyer and Seller and their respective agents will cooperate with the Accounting Firm during its engagement. The Accounting Firm will consider only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Firm’s determination will be based on such review as the Accounting Firm deems necessary to make its determination, the definitions of Cash and Cash Equivalents, 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 (provided, 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 sixty (60) 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 balance sheet for the Company as of 12:00:01 a.m. on the Effective Time Closing Date (the “Closing Date Balance Sheet”), together with a computation of the Cash and Cash Equivalents Closing Date Working Capital Amount and the Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries based upon such Amount (as defined below). The Closing 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 Equivalents and Working Capital set forth hereinany net increase in net fixed assets of the Company Group from March 31, 2010 to the Closing Date, or (y) subtract the amount of any net decrease in net fixed assets of the Company Group from March 31, 2010 to the Closing Date, and (ii) (x) add 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 event amount of any conflict between GAAP and the methodologies, practices and assumptions used net decrease 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) long term Indebtedness of the Company Fees Group from March 31, 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 Amount”). The Company Group and Expenses it determines were unpaid at the Effective Time. Buyer will make available to Seller the Members’ Representative all information, data, records and work papers used in preparing the Closing 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 ability to make copies of) the books and 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 Closing Date Balance Sheet and calculating the working capital adjustment hereunder. If the Members’ Representative disagrees with the computation of the Adjusted Closing Date Working Capital Amount or the items reflected on the Closing Date Balance Sheet, the computation of Cash and Cash Equivalents and Working Capital based upon such Closing Balance Sheet and its listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time. Seller Members’ Representative may, within thirty (30) calendar days after receipt of the Closing Date 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 and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time and Seller’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective TimeAmount. If Seller the Members’ Representative does not deliver an a Working Capital Objection Notice within such thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Adjusted Closing Date Working Capital based upon the Closing Balance Sheet Amount shall be deemed to be finally determined as the Actual Closing Cash and Cash Equivalents and amount calculated by Buyer. If the Actual Closing Members’ Representative timely delivers a Working Capital (as 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 the Members’ Representative and Buyer and Seller will use commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case Amount as soon as practicable, but if they can cannot reach a final resolution within thirty (30) calendar days after Buyer has received the Working Capital Objection Notice, Buyer and Seller the Members’ Representative will jointly retain KPMG LLP ora mutually agreeable independent accounting firm of recognized national standing (the “Working Capital Firm”) to resolve their disagreement. If Buyer and the Members’ Representative are unable to agree on the choice of the Working Capital Firm, if agreed 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 internationally recognized accounting one firm of comparable stature acceptable to both Buyer and Seller (designated by the “Accounting Firm”Members’ Representative). Buyer and Seller 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 of its retention and retention. Buyer and Seller the Members’ Representative and their respective agents 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 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. In resolving any disputed item, the Accounting Working Capital Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Working Capital Firm’s determination will be based on such review as the Accounting Working Capital Firm deems necessary to make its determination, and on the definitions definition of Cash and Cash Equivalents, the Adjusted Closing Date 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 (provided, 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)Amount included herein. The determination of the Cash and Cash Equivalents and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time Amount by the Accounting Firm, and the calculations by the Accounting Working Capital Firm of the Company Fees and Expenses unpaid at the Effective Time, shall will be conclusive and binding upon Buyer Buyer, the Members’ Representative and Sellerthe GMT Members, in the absence of fraud or manifest error. Buyer Each of the parties shall bear its own costs and Seller 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 Accounting 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 Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Effective Time Adjusted Closing Date Working Capital Amount, as finally determined pursuant to this Section 2.3(b) 1.4(b), is referred to herein as the “Actual Closing Cash and Cash Equivalents.” The Date Working Capital of the Company and the Company Subsidiaries as of the EffectiveAmount.”

Post-Closing Determination. (i) Within sixty thirty (6030) calendar days after the Closing Date, Buyer shall 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 Shareholders’ Representative a balance sheet for of the Company Group as of the Effective Time Closing Date (the “Closing Date Balance Sheet”), ) together with a computation of the Cash and Cash Equivalents and the Closing Date Working Capital of the Company and the Company Subsidiaries based upon such Amount. The Closing Date Balance Sheet shall be prepared in a manner consistent accordance with (i) the definitions of Cash and Cash Equivalents and Working Capital set forth hereinGAAP using the same accounting methods, and (ii) the methodologiespolicies, practices and assumptions procedures, with consistent classification, judgments and estimation methodology as were used in preparing preparation of the Base Most Recent Balance Sheet set forth on Schedule I, as applicable and (iii) GAAP (provided, provided that in the event of any conflict between GAAP and the methodologiesconsistency, practices GAAP will control). (ii) The Company 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 will make available to Seller Shareholders’ Representative all records and work papers used in preparing the Closing Date Balance Sheet. If Shareholders’ Representative disagrees with the computation of the Closing Date Working Capital Amount or the items reflected on the Closing Date Balance Sheet, the computation of Cash and Cash Equivalents and Working Capital based upon such Closing Balance Sheet and its listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time. Seller Shareholders’ Representative may, within thirty (30) calendar days after receipt of the Closing Date Balance Sheet, deliver a notice (an a “Working Capital Objection Notice”) to Buyer specifically identifying those items of the Closing Date Balance Sheet prepared by Buyer to which Shareholders’ Representative is objecting and the amounts with respect thereto that Shareholders’ Representative asserts to be the correct amounts and setting forth in reasonable detail SellerShareholders’ Representative’s calculation of the Cash and Cash Equivalents and Closing Date Working Capital of the Company and the Company Subsidiaries Amount as of the Effective Time and Seller’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective TimeClosing Date. If Seller Shareholders’ Representative does not deliver an a Working Capital Objection Notice within such thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Closing Date Working Capital based upon the Closing Balance Sheet Amount shall be deemed to be finally determined as the Actual Closing Cash and Cash Equivalents and the Actual Closing amount calculated by Buyer. If Shareholders’ Representative timely delivers a Working Capital (as 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 Shareholders’ Representative and Buyer and Seller will use commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents and Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case Amount as soon as practicable, but if they can cannot reach a final resolution within thirty (30) calendar days after Buyer has received the Working Capital Objection Notice, Buyer and Seller the Shareholders’ Representative will jointly retain the Charlotte, North Carolina office of KPMG LLP or, if agreed by Buyer and Seller, another internationally recognized accounting firm of comparable stature acceptable to both Buyer and Seller (the “Accounting Working Capital Firm”)) to resolve their disagreement. Buyer and Seller Shareholders’ Representative will direct the Accounting Working Capital Firm to render a determination within thirty (30) calendar days of its retention and Buyer and Seller Shareholders’ Representative and their respective agents will cooperate with the Accounting Working Capital Firm during its engagement. The Accounting Working Capital Firm 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 Shareholders’ Representative are unable to resolve. In resolving any disputed item, the Accounting Working Capital Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Working Capital Firm’s determination will be based on such review as the Accounting Working Capital Firm deems necessary to make its determination, and on the definitions definition of Cash and Cash Equivalents, the Closing Date Working Capital Amount (and Company Fees and Expenses set forth in this Agreement and rules governing the methodologies, practices and assumptions used in preparing the Base Balance Sheet set forth on Schedule I and the requirements of GAAP (provided, 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)calculation thereof) included herein. The determination of the Cash and Cash Equivalents and Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time Amount by the Accounting Firm, and the calculations by the Accounting Working Capital Firm of the Company Fees and Expenses unpaid at the Effective Time, shall will be conclusive and binding upon Buyer and SellerSellers. Buyer Buyer, on the one hand, and Seller Sellers, on the other hand, shall bear the costs and expenses of the Accounting 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 Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Effective Time Closing Date Working Capital Amount, as finally determined pursuant to this Section 2.3(b) 1.5(b), is referred to herein as the “Actual Closing Cash and Cash Equivalents.” The Date Working Capital of the Company and the Company Subsidiaries as of the EffectiveAmount.”

Post-Closing Determination. Within sixty (60) 60 calendar days after the Closing Date, Buyer the Seller shall prepare and deliver to Seller a the Buyer the consolidated balance sheet for of the Company and the Retained Subsidiaries as of the Effective Time close of business on the Measurement Date (the “Closing Balance Sheet”), a computation of the Cash and Cash Equivalents and the Working Capital of the Company and the Company Subsidiaries based upon such . The Closing 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 the Transferred Subsidiaries), and Cash Equivalents 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 used in preparing the Base Balance Sheet set forth on Schedule I, as applicable and (iii) GAAP (provided, 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) as well as a listing (including amounts) of the Company Fees and Expenses it determines were unpaid at close of business on the Effective TimeMeasurement Date (the “Actual Adjusted Net Working Capital”). Buyer will make available to Seller all records and work papers used in preparing During the preparation of the Closing Balance SheetSheet by the Seller and the period of any dispute with respect to the application of this Section 3.2, the computation of Cash and Cash Equivalents and Working Capital based upon such Buyer shall cooperate with the Seller to the extent reasonably requested by the Seller to prepare the Closing Balance Sheet and its listing (including amounts) the Actual Adjusted Net Working Capital Report or to investigate the basis for any dispute. The calculation of the Company Fees and Expenses unpaid at Actual Adjusted Net Working Capital shall be examined by the Effective Time. Seller mayBuyer who shall, within thirty (30) not later than 30 calendar days after receipt of the Closing Balance Sheet, deliver a notice report thereon (an the “Objection NoticeActual Adjusted Net Working Capital Report”) to Buyer setting forth in reasonable detail the Seller’s calculation of the Cash and Cash Equivalents and . The Actual Adjusted Net Working Capital of Report shall list those items included in the Company Actual Adjusted Net Working Capital, if any, to which the Buyer takes exception and the Company Subsidiaries as of the Effective Time and SellerBuyer’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Timeproposed adjustment. If the Buyer fails to deliver to the Seller does not deliver an Objection Notice within such thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Actual Adjusted Net Working Capital based upon Report within 30 calendar days following receipt of the Closing Balance Sheet Sheet, the Buyer shall be deemed to be have accepted the Actual Closing Cash and Cash Equivalents and the Actual Closing Adjusted Net Working Capital (as defined below), Buyer’s listing (including amounts) for the purposes 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 will use commercially reasonable efforts to resolve any disagreement as adjustment to the computation of the Cash and Cash Equivalents and Working Capital of the Company and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case as soon as practicable, but if they can not reach a final resolution within thirty (30) calendar days after Buyer has received the Objection Notice, Buyer and Seller will jointly retain KPMG LLP or, if agreed by Buyer and Seller, another internationally recognized accounting firm of comparable stature acceptable to both Buyer and Seller (the “Accounting Firm”). Buyer and Seller will direct the Accounting Firm to render a determination within thirty (30) calendar days of its retention and Buyer and Seller and their respective agents will cooperate with the Accounting Firm during its engagement. The Accounting Firm will consider only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Firm’s determination will be based on such review as the Accounting Firm deems necessary to make its determination, the definitions of Cash and Cash Equivalents, 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 (provided, 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 Purchase Price under Section 2.3(b) is referred to herein as the “Actual Closing Cash and Cash Equivalents3.” The Working Capital of the Company and the Company Subsidiaries as of the Effective

Post-Closing Determination. Within sixty (60) 90 calendar days after the Closing Date, Buyer the Seller shall prepare and deliver to Seller a the Buyer the balance sheet for of the Company as of the Effective Time close of business on the Closing Date (the “"Closing Balance Sheet”"), prepared in accordance with GAAP, applied on a computation of basis consistent with and following, accounting principles, procedures, policies and methods employed in preparing, the Cash and Cash Equivalents and the Working Capital of the Company and the Company Subsidiaries based upon such June 30 Balance Sheet. The Closing Balance Sheet in shall set forth a manner consistent with (i) calculation of the definitions of Cash and Cash Equivalents and actual Adjusted Net Working Capital set forth 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 event of any conflict between GAAP and the methodologies, practices and assumptions used in preparing the Base Balance Sheetsuch actual figure, the methodologies, practices and assumptions set forth on Schedule I shall govern and control) as well as a listing (including amounts) "Actual Adjusted Net Working Capital"). During the preparation of the Company Fees and Expenses it determines were unpaid at the Effective Time. Buyer will make available to Seller all records and work papers used in preparing the Closing Balance SheetSheet by the Seller and the period of any dispute with respect to the application of this Section 3.1, the computation of Cash and Cash Equivalents and Working Capital based upon such Buyer shall cooperate with the Seller to the extent reasonably requested by the Seller to prepare the Closing Balance Sheet and its listing (including amounts) or to investigate the basis for any dispute. Such cooperation will include completion of the Company Fees normal closing process for preparation of the Closing Balance Sheet by the Company's accounting/finance staff under supervision of the Seller. The Closing Balance Sheet shall be examined by the Buyer, and Expenses unpaid at the Effective Time. Seller mayBuyer shall, within thirty (30) not later than 180 calendar days after the Closing Date, render a report thereon (the "Closing Balance Sheet Report"). The Closing 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 deemed to have accepted the Closing Balance Sheet for the purposes of any adjustment to the Purchase Price under Section 3.1(c). If the Seller does not give the Buyer notice within 20 calendar days following receipt of the Closing Balance SheetSheet Report, deliver a notice (an “Objection Notice”) the Seller shall be deemed to Buyer setting forth in reasonable detail Seller’s calculation of the Cash and Cash Equivalents and Working Capital of the Company and the Company Subsidiaries as of the Effective 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 thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Working Capital based upon have accepted the Closing Balance Sheet shall be deemed as adjusted by the Buyer for the purposes of any adjustment to be the Actual Closing Cash and Cash Equivalents and the Actual Closing Working Capital (as 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 belowPurchase Price under Section 3.1(c). If the Seller delivers an Objection Notice to Buyer, then gives the Buyer and Seller will use commercially reasonable efforts to resolve any disagreement as notice of objections to the computation of Closing Balance Sheet Report, and if the Cash and Cash Equivalents and Working Capital of the Company Seller and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective TimeBuyer are unable, in each case as soon as practicable, but if they can not reach a final resolution within thirty (30) 30 calendar days after receipt by the Buyer has received of the Objection Noticenotice from the Seller of objections, Buyer and Seller to resolve the disputed exceptions, such disputed exceptions will jointly retain KPMG be referred to PricewaterhouseCoopers LLP or, if agreed by Buyer and Seller, or another internationally recognized accounting firm of comparable stature independent certified public accountants ("Independent Accounting Firm") mutually acceptable to both Buyer the Seller and Seller (the “Accounting Firm”)Buyer. Buyer and Seller will direct the The Independent Accounting Firm to render a determination shall, within thirty (30) 60 calendar days of following its retention and Buyer and selection, deliver to the Seller and their respective agents will cooperate with the Accounting Firm during its engagement. The Accounting Firm will 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. In resolving any such disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Firm’s determination will be based on such review as the Accounting Firm deems necessary to make its determination, the definitions of Cash and Cash Equivalents, 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 (provided, 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 controlexceptions). 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 its determinations will be conclusive and binding upon the parties thereto for the purposes of any adjustment to the 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 3.1(b) shall be shared equally by the Buyer and the 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 sixty (60) 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 balance sheet as of 12:00:01 a.m. on the Closing Date (the “Closing Date Balance Sheet”), together with a computation of the Closing Date Working Capital Amount and the Adjusted Closing Date Working Capital Amount (as defined below). The Closing 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 the Effective Time (the “March 31, 2010. The Closing Balance Sheet”), a computation of the Cash and Cash Equivalents and the Date Working Capital Amount shall be adjusted to: (i) (x) add the amount of any net increase in net fixed assets of the Company and from March 31, 2010 to the Closing Date, or (y) subtract the amount of any net decrease in net fixed assets of the Company Subsidiaries based upon such from March 31, 2010 to the Closing Balance Sheet in a manner consistent with (i) the definitions of Cash and Cash Equivalents and Working Capital set forth hereinDate, and (ii) (x) add 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 event amount of any conflict between GAAP and the methodologies, practices and assumptions used net decrease 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) long term Indebtedness of the Company Fees from March 31, 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 Amount”). The Company and Expenses it determines were unpaid at the Effective Time. Buyer will make available to Seller the Sellers’ Representative all information, data, records and work papers used in preparing the Closing 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 ability to make copies of) the books and records of the Company. Buyer further agrees to make its personnel and accountants available to explain any information, data, records and work papers used in preparing the Closing Date Balance Sheet and calculating the working capital adjustment hereunder. If the Sellers’ Representative disagrees with the computation of the Adjusted Closing Date Working Capital Amount or the items reflected on the Closing Date Balance Sheet, the computation of Cash and Cash Equivalents and Working Capital based upon such Closing Balance Sheet and its listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time. Seller Sellers’ Representative may, within thirty (30) calendar days after receipt of the Closing Date 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 and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time and Seller’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective TimeAmount. If Seller the Sellers’ Representative does not deliver an a Working Capital Objection Notice within such thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Adjusted Closing Date Working Capital based upon the Closing Balance Sheet Amount shall be deemed to be finally determined as the Actual Closing Cash and Cash Equivalents and amount calculated by Buyer. If the Actual Closing Sellers’ Representative timely delivers a Working Capital (as 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 the Sellers’ Representative and Buyer and Seller will use commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case Amount as soon as practicable, but if they can cannot reach a final resolution within thirty (30) calendar days after Buyer has received the Working Capital Objection Notice, Buyer and Seller the Sellers’ Representative will jointly retain KPMG LLP ora mutually agreeable independent accounting firm of recognized national standing (the “Working Capital Firm”) to resolve their disagreement. If Buyer and the Sellers’ Representative are unable to agree on the choice of the Working Capital Firm, if agreed 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 internationally recognized accounting one firm of comparable stature acceptable to both Buyer and Seller (designated by the “Accounting Firm”Sellers’ Representative). Buyer and Seller 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 of its retention and retention. Buyer and Seller the Sellers’ Representative and their respective agents 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 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. In resolving any disputed item, the Accounting Working Capital Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Working Capital Firm’s determination will be based on such review as the Accounting Working Capital Firm deems necessary to make its determination, and on the definitions definition of Cash and Cash Equivalents, the Adjusted Closing Date 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 (provided, 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)Amount included herein. The determination of the Cash and Cash Equivalents and Adjusted Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time Amount by the Accounting Firm, and the calculations by the Accounting Working Capital Firm of the Company Fees and Expenses unpaid at the Effective Time, shall will be conclusive and binding upon Buyer Buyer, the Sellers’ Representative and SellerSellers, in the absence of fraud or manifest error. Buyer Each of the parties shall bear its own costs and Seller 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 Accounting 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 Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Effective Time Adjusted Closing Date Working Capital Amount, as finally determined pursuant to this Section 2.3(b) 1.4(b), is referred to herein as the “Actual Closing Cash and Cash Equivalents.” The Date Working Capital of the Company and the Company Subsidiaries as of the EffectiveAmount”.

Post-Closing Determination. (i) Within sixty (60) calendar days after the Closing Date, Buyer shall 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 Shareholders’ Representative a balance sheet for of the Company as of the Effective Time Closing Date (the “Closing Date Balance Sheet”), ) together with a computation of the Cash and Cash Equivalents and the Closing Date Working Capital of the Company and the Company Subsidiaries based upon such Amount. The Closing Date Balance Sheet shall be prepared in a manner consistent accordance with (i) GAAP using the definitions of Cash and Cash Equivalents and Working Capital set forth hereinsame accounting methods, and (ii) the methodologiespolicies, practices and assumptions procedures, with consistent classification, judgments and estimation methodology as were used in preparing preparation of the Base Most Recent Balance Sheet set forth on Schedule I, as applicable and (iii) GAAP (provided, provided that in the event of any conflict between GAAP and the methodologiesconsistency, practices GAAP will control). (ii) The Company 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 will make available to Seller Shareholders’ Representative all records and work papers used in preparing the Closing Date Balance Sheet. If Shareholders’ Representative disagrees with the computation of the Closing Date Working Capital Amount or the items reflected on the Closing Date Balance Sheet, the computation of Cash and Cash Equivalents and Working Capital based upon such Closing Balance Sheet and its listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time. Seller Shareholders’ Representative may, within thirty (30) calendar days after receipt of the Closing Date Balance Sheet, deliver a notice (an a “Working Capital Objection Notice”) to Buyer specifically identifying those items of the Closing Date Balance Sheet prepared by Buyer to which Shareholders’ Representative is objecting and the amounts with respect thereto that Shareholders’ Representative asserts to be the correct amounts and setting forth in reasonable detail SellerShareholders’ Representative’s calculation of the Cash and Cash Equivalents and Closing Date Working Capital of the Company and the Company Subsidiaries Amount as of the Effective Time and Seller’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective TimeClosing Date. If Seller Shareholders’ Representative does not deliver an a Working Capital Objection Notice within such thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Closing Date Working Capital based upon the Closing Balance Sheet Amount shall be deemed to be finally determined as the Actual Closing Cash and Cash Equivalents and the Actual Closing amount calculated by Buyer. If Shareholders’ Representative timely delivers a Working Capital (as 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 Shareholders’ Representative and Buyer and Seller will use commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents and Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case Amount as soon as practicable, but if they can cannot reach a final resolution within thirty (30) calendar days after Buyer has received the Working Capital Objection Notice, Buyer and Seller the Shareholders’ Representative will jointly retain KPMG Ernst & Young LLP or, if agreed by Buyer and Seller, another internationally recognized accounting firm of comparable stature acceptable to both Buyer and Seller (the “Accounting Working Capital Firm”)) to resolve their disagreement. Buyer and Seller Shareholders’ Representative will direct the Accounting Working Capital Firm to render a determination within thirty (30) calendar days of its retention and Buyer and Seller Shareholders’ Representative and their respective agents will cooperate with the Accounting Working Capital Firm during its engagement. The Accounting Working Capital Firm 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 Shareholders’ Representative are unable to resolve. In resolving any disputed item, the Accounting Working Capital Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Working Capital Firm’s determination will be based on such review as the Accounting Working Capital Firm deems necessary to make its determination, and on the definitions definition of Cash and Cash Equivalents, the Closing Date Working Capital Amount (and Company Fees and Expenses set forth in this Agreement and rules governing the methodologies, practices and assumptions used in preparing the Base Balance Sheet set forth on Schedule I and the requirements of GAAP (provided, 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)calculation thereof) included herein. The determination of the Cash and Cash Equivalents and Closing Date Working Capital of the Company and the Company Subsidiaries as of the Effective Time Amount by the Accounting Firm, and the calculations by the Accounting Working Capital Firm of the Company Fees and Expenses unpaid at the Effective Time, shall will be conclusive and binding upon Buyer and SellerSellers. Buyer Buyer, on the one hand, and Seller Sellers, on the other hand, shall bear the costs and expenses of the Accounting 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 Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Effective Time Closing Date Working Capital Amount, as finally determined pursuant to this Section 2.3(b) 1.5(b), is referred to herein as the “Actual Closing Cash and Cash Equivalents.” The Date Working Capital of the Company and the Company Subsidiaries as of the EffectiveAmount.”

Post-Closing Determination. Within sixty (60) 60 calendar days after the Closing Date, Buyer the Seller shall prepare and deliver to Seller a the Buyer the consolidated balance sheet for the Company as of the Effective Time (the “Closing Balance Sheet”), a computation of the Cash and Cash Equivalents and the Working Capital of the Company and the Company Retained Subsidiaries based upon such as of the close of business on the Measurement Date (the "Closing Balance Sheet"). The Closing 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 the Transferred Subsidiaries), and Cash Equivalents 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 used in preparing the Base Balance Sheet set forth on Schedule I, as applicable and (iii) GAAP (provided, 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) as well as a listing (including amounts) of the Company Fees and Expenses it determines were unpaid at close of business on the Effective TimeMeasurement Date (the "Actual Adjusted Net Working Capital"). Buyer will make available to Seller all records and work papers used in preparing During the preparation of the Closing Balance SheetSheet by the Seller and the period of any dispute with respect to the application of this Section 3.2, the computation of Cash and Cash Equivalents and Working Capital based upon such Buyer shall cooperate with the Seller to the extent reasonably requested by the Seller to prepare the Closing Balance Sheet and its listing (including amounts) the Actual Adjusted Net Working Capital Report or to investigate the basis for any dispute. The calculation of the Company Fees and Expenses unpaid at Actual Adjusted Net Working Capital shall be examined by the Effective Time. Seller mayBuyer who shall, within thirty (30) not later than 30 calendar days after receipt of the Closing Balance Sheet, deliver a notice report thereon (an “Objection Notice”the "Actual Adjusted Net Working Capital Report") to Buyer setting forth in reasonable detail the Seller’s calculation of the Cash and Cash Equivalents and . The Actual Adjusted Net Working Capital of Report shall list those items included in the Company Actual Adjusted Net Working Capital, if any, to which the Buyer takes exception and the Company Subsidiaries as of the Effective Time and Seller’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective TimeBuyer's proposed adjustment. If the Buyer fails to deliver to the Seller does not deliver an Objection Notice within such thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Actual Adjusted Net Working Capital based upon Report within 30 calendar days following receipt of the Closing Balance Sheet Sheet, the Buyer shall be deemed to be have accepted the Actual Closing Cash and Cash Equivalents and the Actual Closing Adjusted Net Working Capital (as defined below), Buyer’s listing (including amounts) for the purposes 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 will use commercially reasonable efforts to resolve any disagreement as adjustment to the computation of the Cash and Cash Equivalents and Working Capital of the Company and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case as soon as practicable, but if they can not reach a final resolution within thirty (30) calendar days after Buyer has received the Objection Notice, Buyer and Seller will jointly retain KPMG LLP or, if agreed by Buyer and Seller, another internationally recognized accounting firm of comparable stature acceptable to both Buyer and Seller (the “Accounting Firm”). Buyer and Seller will direct the Accounting Firm to render a determination within thirty (30) calendar days of its retention and Buyer and Seller and their respective agents will cooperate with the Accounting Firm during its engagement. The Accounting Firm will consider only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Firm’s determination will be based on such review as the Accounting Firm deems necessary to make its determination, the definitions of Cash and Cash Equivalents, 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 (provided, 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 Purchase Price under Section 2.3(b) is referred to herein as the “Actual Closing Cash and Cash Equivalents3.” The Working Capital of the Company and the Company Subsidiaries as of the Effective

Post-Closing Determination. Within sixty ninety (6090) calendar days after the Closing Date, Buyer shall prepare and deliver to Seller the Surviving Corporation will conduct a balance sheet for the Company as of the Effective Time review (the “Closing Balance SheetDate Review”), a computation ) of the Cash and Cash Equivalents and the Working Capital of the Company and the Company Subsidiaries based upon such Closing Balance Sheet in a manner consistent with (i) the definitions of Cash and Cash Equivalents and Working Capital set forth herein, Amount as of the Closing Date but prior to the consummation of the transactions provided for herein (the “Closing Date Working Capital Amount”) 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 used in preparing will prepare and deliver to the Base 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 set forth on Schedule I, as applicable and (iii) GAAP (provided, that shall be prepared in the event of any conflict between GAAP and same manner as the methodologiesReference Balance Sheet and, practices and assumptions used in preparing the Base Balance Sheetwith respect to inventory, the methodologies, practices and assumptions set forth shall be based on Schedule I shall govern and control) as well as a listing (including amounts) physical count of the Company Fees inventory of the Surviving Corporation and Expenses it determines were unpaid at the Effective Timeits Subsidiaries. Buyer The Surviving Corporation will make available to Seller the Company Representative all records and work papers used in preparing the Closing Date Balance Sheet. If the Company Representative disagrees with the computation of the Closing Date Working Capital Amount, the Closing Date Excess Cash Amount or the items reflected on the Closing Date Balance Sheet, the computation of Cash and Cash Equivalents and Working Capital based upon such Closing Balance Sheet and its listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time. Seller Representative may, within thirty (30) calendar days after receipt of the Closing Date 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 and Closing Date Working Capital of the Company and the Company Subsidiaries Amount as of the Effective Time and Seller’s listing (including amounts) of Closing Date and, if also disputed, the Closing Date Excess Cash Amount. If the Company Fees and Expenses unpaid at the Effective Time. If Seller Representative does not deliver an Objection Notice within such thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Closing Date Working Capital based upon Amount and the Closing Balance Sheet Date Excess Cash Amount shall be deemed to be the Actual Closing Cash and Cash Equivalents and the Actual Closing Working Capital (as defined below), Buyer’s listing (including amounts) of finally determined. If 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 Representative timely delivers an Objection Notice to Buyerthe Surviving Corporation, then Buyer the Company Representative and Seller the Surviving Corporation will use commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents and Closing Date Working Capital of Amount and/or the Company and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case Closing Date Excess Cash Amount as soon as practicable, but if they can 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 the Company Representative on behalf of the Company Shareholders will jointly retain KPMG LLP or, if agreed by Buyer and Seller, another internationally recognized an independent accounting firm of comparable stature 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 the Company Representative will direct the Accounting Firm to render a determination within thirty (30) calendar days of its retention and Buyer the Surviving Corporation and Seller the Company Representative and their respective agents will cooperate with the Accounting Firm during its engagement. The Accounting Firm 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. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Firm’s determination will be based on such review as the Accounting Firm deems necessary to make its determination, and on the definitions definition of Cash and Cash Equivalents, the Closing Date Working Capital and Company Fees and Expenses set forth in this Agreement and Amount and/or the methodologies, practices and assumptions used in preparing the Base Balance Sheet set forth on Schedule I and the requirements of GAAP (provided, 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)Closing Date Excess Cash Amount included herein. The determination of the Cash and Cash Equivalents and Closing Date Working Capital of Amount and/or the Company and the Company Subsidiaries as of the Effective Time Closing Date Excess Cash Amount by the Accounting Firm, and the calculations by the Accounting Firm of the Company Fees and Expenses unpaid at the Effective Time, shall will be conclusive and binding upon Buyer the Surviving Corporation and Sellerthe Company Securityholders. Buyer The Surviving Corporation and Seller the Company Securityholders 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 partyparty 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 Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Effective Time Closing Date Working Capital Amount, as finally determined pursuant to this Section 2.3(b) 2.8(b), is referred to herein as the “Actual Closing Cash and Cash Equivalents.” The Date Working Capital of the Company Amount,” and the Company Subsidiaries Closing Date Excess Cash Amount as of finally determined pursuant to this Section 2.8(b) is referred to herein as the Effective“Final Excess Cash Amount.”

Post-Closing Determination. Within sixty (60) calendar days after the Closing Date, Buyer shall prepare and deliver to Seller a balance sheet consolidated statement for the Company and the Company Subsidiaries as of the Effective Measurement Time (the “Closing Balance SheetStatement”), a computation of which shall include the Cash and Cash Equivalents of the Company and the Company Subsidiaries 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 Measurement Time, the Transaction Expenses that remain unpaid as of the Measurement Time, and the Working Capital of the Company and the Company Subsidiaries based upon such on a consolidated basis as of the Measurement Time. The Closing Balance Sheet Statement shall be prepared in a manner consistent with (i) the definitions of Cash and Cash Equivalents and Working Capital set forth 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 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) as well as a listing (including amounts) of the Company Fees and Expenses it determines were unpaid at the Effective TimeAccounting Principles. Buyer will shall promptly make available to Seller all relevant records and work papers that are subject to customary release letters used in preparing the Closing Balance Sheet, Statement and the computation of Cash and Cash Equivalents Equivalents, Indebtedness, Transaction Expenses and Working Capital based upon such Closing Balance Sheet and its listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Company Subsidiaries on a consolidated basis as of the Measurement Time. If Seller disagrees with the computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses or Working Capital of the Company and the Company Subsidiaries on a consolidated basis as of the Measurement Time as calculated by Buyer or any other items reflected on the Closing Statement, Seller may, within thirty (30) calendar days after receipt of the Closing Balance SheetStatement, 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 Equivalents, the Indebtedness, the Transaction Expenses and the Working Capital of the Company and the Company Subsidiaries on a consolidated basis as of the Effective Time and Seller’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Measurement Time. If Seller does not deliver an Objection Notice within such period of thirty (30) calendar day perioddays, then Buyer’s calculations of the Cash and Cash Equivalents Equivalents, Indebtedness, Transaction Expenses and Working Capital based upon of the Company and the Company Subsidiaries on a consolidated basis as of Closing Balance Sheet shall be deemed to be the Actual Closing Cash and Cash Equivalents Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (as defined below)each, 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 timely delivers an Objection Notice to Buyer, then Buyer and Seller will shall use commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents Equivalents, Indebtedness, Transaction Expenses and Working Capital of the Company and the Company Subsidiaries as of the Effective Time and the Company Fees and Expenses unpaid at the Effective Time, in each case as soon as practicable, but if they can not reach a final resolution within thirty (30) calendar days after Buyer has received the Objection Notice, Buyer and Seller will jointly retain KPMG LLP or, if agreed by Buyer and Seller, another internationally recognized accounting firm of comparable stature acceptable to both Buyer and Seller (the “Accounting Firm”). Buyer and Seller will direct the Accounting Firm to render a determination within thirty (30) calendar days of its retention and Buyer and Seller and their respective agents will cooperate with the Accounting Firm during its engagement. The Accounting Firm will consider only those items and amounts set forth in the Objection Notice that Buyer and Seller are unable to resolve. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Firm’s determination will be based on such review as the Accounting Firm deems necessary to make its determination, the definitions of Cash and Cash Equivalents, 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 (provided, 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 EffectiveCompany