Common use of Post-Closing Purchase Price Adjustments Clause in Contracts

Post-Closing Purchase Price Adjustments. (a) The Seller and the Buyer agree that the Purchase Price shall be adjusted following the Closing as follows: (i) increased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet exceed Capital Payments as set forth on the Revised Preliminary Balance Sheet, (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance Sheet, (iv) decreased dollar for dollar to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance Sheet. (b) Within 60 days after the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by the Buyer in good faith and in accordance with GAAP applied on a consistent basis and shall be accompanied by all information reasonably necessary to determine the amount of Capital Payments, Debt and Working Capital as of the Closing. The Seller shall cooperate with the Buyer in the preparation of the Closing Balance Sheet. (c) The Buyer shall allow the Seller and its agents access at all reasonable times after the Closing Date to the books, records and accounts of the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"). If the Seller notifies the Buyer of its acceptance of the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination with respect to such Disputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretion. (d) If the Purchase Price as finally determined in accordance with Section 1.3(a) is less than the amount paid by the Buyer to the Seller at the Closing, then the Seller shall pay over to the Buyer the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which the Purchase Price adjustments are finally determined in accordance with this Section 1.3. If the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than the amount paid by the Buyer to the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which Purchase Price adjustments are finally determined in accordance with this Section 1.3.

Post-Closing Purchase Price Adjustments. (a) The If Final Net Working Capital is LESS than Estimated Net Working Capital, then within ten (10) days after the determination of Final Net Working Capital, Seller and shall reimburse to Buyer an amount equal to such shortfall (together with interest on such shortfall at the Buyer agree that the Purchase Price shall be adjusted following Applicable Rate from the Closing as follows: (iDate until the date of such reimbursement) increased dollar for dollar in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the extent that Capital Payments as set forth on the Closing Balance Sheet exceed Capital Payments as set forth on the Revised Preliminary Balance Sheet, (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance Sheet, (iv) decreased dollar for dollar to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance Sheetdue date thereof. (b) Within 60 If Final Net Working Capital is GREATER than Estimated Net Working Capital, then within ten (10) days after the Closing Datedetermination of Final Net Working Capital, the Buyer shall prepare and deliver pay to the Seller an unaudited consolidated balance sheet of amount equal to such excess (together with interest on such excess at the Company and its Subsidiaries as of Applicable Rate from the Closing Date (until the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared date of such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the Buyer in good faith and in accordance with GAAP applied on a consistent basis and shall be accompanied by all information reasonably necessary to determine the amount of Capital Payments, Debt and Working Capital as of the Closing. The Seller shall cooperate with the Buyer in the preparation of the Closing Balance Sheetdue date thereof. (c) The If Final Net Cash is LESS than Estimated Net Cash, then within ten (10) days after the determination of Final Net Cash, Seller shall pay to Buyer shall allow an amount equal to such shortfall (together with interest on such shortfall at the Seller and its agents access at all reasonable times after Applicable Rate from the Closing Date until the date of such payment) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the books, records and accounts of the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the due date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"). If the Seller notifies the Buyer of its acceptance of the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination with respect to such Disputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretion. (d) If Final Net Cash is GREATER than Estimated Net Cash, then within ten (10) days after the Purchase Price as finally determined in accordance determination of Final Net Cash, Buyer shall pay to Seller an amount equal to such excess (together with Section 1.3(a) is less than the amount paid by the Buyer to the Seller interest on such excess at the Closing, then the Seller shall pay over to the Buyer the amount of such difference, plus interest thereon at the rate of 8.5% per annum Applicable Rate from and including the Closing Date to but excluding until the date of such payment, ) in cash in immediately available funds by wire transfer of immediately available funds within three days after to a bank account designated in writing by Seller prior to the due date on which the Purchase Price adjustments are finally determined in accordance with thereof. (e) Any payments made pursuant to this Section 1.3. If 2.04 will be considered an adjustment of the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than purchase price for the amount paid by the Buyer to the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which Purchase Price adjustments are finally determined in accordance with this Section 1.3Shares.

Post-Closing Purchase Price Adjustments. (a) The Seller and the Buyer agree that the Purchase Price shall be adjusted On or before sixty (60) days following the Closing as follows: (i) increased dollar for dollar Date, Seller shall prepare and deliver to Buyer an updated statement of the Net Book Value of the Purchased Assets adjusted to the extent that Capital Payments necessary to reflect the Net Book Value of the Purchased Assets as set forth on of the Closing Balance Sheet exceed Capital Payments as set forth on Date, determined in accordance with GAAP and in a manner consistent with the Revised Preliminary Balance Sheet, determination of the Reference Net Book Value (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the "Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance Sheet, (iv) decreased dollar for dollar to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance SheetDate Net Book Value"). (b) Within 60 Unless Buyer notifies Seller in writing within thirty (30) days after the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited consolidated balance sheet of the Company and its Subsidiaries as Buyer's receipt of the Closing Date Net Book Value of any objection to the determination of Net Book Value (the "Closing Balance SheetNotice of Disagreement"). The , the Closing Balance Sheet Date Net Book Value shall be prepared by the Buyer in good faith become final and in accordance with GAAP applied on a consistent basis binding and shall be accompanied by all information reasonably necessary to determine the amount of Capital Payments, Debt and Working Capital as Purchase Price. During the 30-day period following Buyer's receipt of the Closing. The Closing Date Net Book Value, Buyer and Buyer's representatives will be permitted to review the working papers of Seller shall cooperate with and Seller's independent public accountants, if any such accountants were engaged by Seller to assist in such determination, relating to the Buyer in Closing Date Net Book Value and any financial records relevant to the preparation of the Closing Balance SheetDate Net Book Value, provided that such access shall be during normal business hours. Seller and Seller's independent public accountants will also be reasonably available from time to time during normal business hours to address related questions raised by Buyer and Buyer's representatives. (c) Any Notice of Disagreement shall specify in reasonable detail the basis for the objections set forth therein. The objections contained in the Notice of Disagreement may relate to any aspect of the determination of the Closing Date Net Book Value, including, without limitation, the proper or consistent application of GAAP, capital additions, capital retirements, cost of removal, annual depreciation allocations and arithmetic calculations. Notwithstanding any Option exercise by Buyer, Buyer's acquisition of the Purchased Assets based on the Reference Net Book Value or the Estimated Net Book Value, or the net book value of the Purchased Assets as may be reflected on Seller's books, the parties acknowledge and agree that all rights Buyer has hereunder to raise objections in the Notice of Disagreement shall allow the not be prejudiced or waived and are expressly reserved. If Buyer gives a Notice of Disagreement to Seller within such 30-day period, Seller and Buyer shall, during the 30-day period following Seller's receipt of the Notice of Disagreement, attempt in good faith to resolve Buyer's objections. During such 30-day period, Seller and Seller's representatives shall be permitted to review the working papers of Buyer and Buyer's representatives relating to the Notice of Disagreement and the basis therefor. Buyer and Buyer's representatives will also be reasonably available from time to time during normal business hours to address related questions raised by Seller and Seller's independent public accountants. If Seller and Buyer are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to the New York, New York office of Grant Thornton LLP or such other accounting firm as the partxxx xxx xxxxx (the "Independent Expert"). Each of Buyer and Seller represent and warrant that it neither has nor has had, and covenants that it will not engage in, a relationship that could be reasonably interpreted to compromise the Independent Expert's independence. The parties shall instruct the Independent Expert to render a reasoned written decision addressing the issues raised in the Notice of Disagreement and determining whether the Closing Date Net Book Value was determined in accordance with GAAP, consistently applied beginning from May 28, 1998, and the provisions of this agreement, which decision shall be rendered as promptly as practicable but in no event later than thirty (30) days after its agents access at all reasonable times after selection. If the Independent Expert determines that the Closing Date Net Book Value as prepared by Seller and submitted to the Independent Expert was not determined in accordance with GAAP and the provisions of this Agreement, it shall determine the Closing Date Net Book Value. The resolution of disputed items and determination by the Independent Expert shall be final and binding. The fees and expenses of the Independent Expert shall be shared equally by Seller and Buyer. (d) The Purchase Price shall be an amount equal to the determination of the Closing Date Net Book Value pursuant to this Section 3.2 (the "Final Net Book Value"). If the Final Net Book Value is less than the Closing Payment Amount, Seller shall pay or cause to be paid to Buyer, an amount equal to the amount by which the Final Net Book Value is less than the Closing Payment Amount (together with interest thereon from the Closing Date to the books, records and accounts of date paid at the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"Prime Rate). If the Seller notifies Final Net Book Value is greater than the Closing Payment Amount, Buyer of its acceptance of shall pay or cause to be paid to Seller, an amount equal to the amount of Capital Payments, Debt and Working Capital as of by which Final Net Book Value exceeds the Closing shown on the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing Payment Amount (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination together with respect to such Disputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretion. (d) If the Purchase Price as finally determined in accordance with Section 1.3(a) is less than the amount paid by the Buyer to the Seller at the Closing, then the Seller shall pay over to the Buyer the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of paymentpaid at the Prime Rate). All payments pursuant to this Section 3.2(d), if any, shall be made by wire transfer of immediately available funds within three days (3) Business Days after final determination of the date on which the Purchase Price adjustments are finally determined in accordance with this Section 1.3. If the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than the amount paid by the Buyer amounts to the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which Purchase Price adjustments are finally determined in accordance with this Section 1.3be so paid.

Post-Closing Purchase Price Adjustments. (a) The Seller If the Total Consideration is GREATER than the aggregate of the Preliminary Purchase Price and the Buyer agree that Additional Closing Payments (such excess being referred to herein as an "Unpaid Balance"), then within five (5) Business Days after the Purchase Price shall be adjusted following the Closing as follows: (i) increased dollar for dollar to the extent that Capital Payments as set forth on final determination of the Closing Balance Sheet exceed Capital Payments as set forth Buyer shall deliver: (i) to the Trust, an amount equal to the product of the Unpaid Balance times .4897 (together with interest on such product at the Revised Preliminary Balance Sheet, Reference Rate in effect from time to time from the Closing Date until the date of such payment) in cash in immediately available funds by wire transfer to a bank account or bank accounts designated in writing by CTG prior to the due date thereof; (ii) decreased dollar for dollar to CTG, an amount equal to the extent that Capital Payments as set forth product of the Unpaid Balance times .3379 (together with interest on such product at the Reference Rate in effect from time to time from the Closing Balance Sheet are less than Capital Payments as set forth on Date until the Revised Preliminary Balance Sheet, date of such payment) in cash in immediately available funds by wire transfer to a bank account or bank accounts designated in writing by CTG prior to the due date thereof; and (iii) increased dollar for dollar to JPD, an amount equal to the extent that Debt as set forth product of the Unpaid Balance times .1724 (together with interest on such product at the Reference Rate in effect from time to time from the Closing Balance Sheet is less than Debt as set forth on Date until the Revised Preliminary Balance Sheet, (ivdate of such payment) decreased dollar for dollar in cash in immediately available funds by wire transfer to a bank account or bank accounts designated in writing by JPD prior to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance Sheetdue date thereof. (b) Within 60 days after If the Closing Date, Total Consideration is LESS than the Buyer shall prepare and deliver to the Seller an unaudited consolidated balance sheet aggregate of the Company Preliminary Purchase Price and its Subsidiaries the Additional Closing Payments (such deficiency being referred to herein as an "Overpayment"), then within five (5) Business Days of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by the Buyer in good faith and in accordance with GAAP applied on a consistent basis and shall be accompanied by all information reasonably necessary to determine the amount of Capital Payments, Debt and Working Capital as of the Closing. The Seller shall cooperate with the Buyer in the preparation final determination of the Closing Balance Sheet.: (ci) The the Trust shall reimburse to Buyer shall allow an amount equal to the Seller and its agents access product of the Overpayment times .4897 (together with interest on such product at all reasonable times after the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the books, records and accounts due date thereof; and (ii) CTG shall reimburse to Buyer an amount equal to the product of the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet Overpayment times .3379 (the "Seller's Dispute Report"). If the Seller notifies the Buyer of its acceptance of the amount of Capital Payments, Debt and Working Capital as of the Closing shown together with interest on the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination with respect to such Disputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretion. (d) If the Purchase Price as finally determined in accordance with Section 1.3(a) is less than the amount paid by the Buyer to the Seller product at the Closing, then the Seller shall pay over Reference Rate in effect from time to the Buyer the amount of such difference, plus interest thereon at the rate of 8.5% per annum time from and including the Closing Date to but excluding until the date of payment, such reimbursement) in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof; and (iii) JPD shall reimburse to Buyer an amount equal to the product of the Overpayment multiplied times .1724 (together with interest on such product at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement) in cash in immediately available funds within three days after the date on which the Purchase Price adjustments are finally determined in accordance with this Section 1.3. If the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than the amount paid by the Buyer to the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after to a bank account designated in writing by Buyer prior to the due date on which Purchase Price adjustments are finally determined in accordance with this Section 1.3thereof.

Post-Closing Purchase Price Adjustments. (a) The On or before sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer an updated statement of the Net Book Value of the Purchased Assets adjusted to the extent necessary to reflect the Net Book Value of the Purchased Assets as of the Closing Date, determined in accordance with GAAP and in a manner consistent with the determination of the Reference Net Book Value (the "Closing Date Net Book Value"). (b) Unless Buyer notifies Seller in writing within thirty (30) days after Buyer's receipt of the Closing Date Net Book Value of any objection to the determination of Net Book Value (the "Notice of Disagreement"), the Closing Date Net Book Value shall become final and binding for purposes of determining the Purchase Price. During the 30-day period following Buyer's receipt of the Closing Date Net Book Value, Buyer and Buyer's representatives will be permitted to review the working papers of Seller and Seller's independent public accountants, if any such accountants were engaged by Seller to assist in such determination, relating to the Closing Date Net Book Value and any financial records relevant to the preparation of the Closing Date Net Book Value, provided that such access shall be during normal business hours. Seller and Seller's independent public accountants will also be reasonably available from time to time during normal business hours to address related questions raised by Buyer and Buyer's representatives. (c) Any Notice of Disagreement shall specify in reasonable detail the basis for the objections set forth therein. The objections contained in the Notice of Disagreement may relate to any aspect of the determination of the Closing Date Net Book Value, including, without limitation, the proper or consistent application of GAAP, capital additions, capital retirements, cost of removal, annual depreciation allocations and arithmetic calculations. Notwithstanding any Option exercise by Buyer, Buyer's acquisition of the Purchased Assets based on the Reference Net Book Value or the Estimated Net Book Value, or the net book value of the Purchased Assets as may be reflected on Seller's books, the parties acknowledge and agree that all rights Buyer has hereunder to raise objections in the Notice of Disagreement shall not be prejudiced or waived and are expressly reserved. If Buyer gives a Notice of Disagreement to Seller within such 30-day period, Seller and Buyer shall, during the 30-day period following Seller's receipt of the Notice of Disagreement, attempt in good faith to resolve Buyer's objections. During such 30-day period, Seller and Seller's representatives shall be permitted to review the working papers of Buyer and Buyer's representatives relating to the Notice of Disagreement and the basis therefor. Buyer and Buyer's representatives will also be reasonably available from time to time during normal business hours to address related questions raised by Seller and Seller's independent public accountants. If Seller and Buyer are unable to resolve all such objections within such 30-day period, the matters remaining in dispute shall be submitted to the New York, New York office of Xxxxx Xxxxxxxx LLP or such other accounting firm as the parties may agree (the "Independent Expert"). Each of Buyer and Seller represent and warrant that it neither has nor has had, and covenants that it will not engage in, a relationship that could be reasonably interpreted to compromise the Independent Expert's independence. The parties shall instruct the Independent Expert to render a reasoned written decision addressing the issues raised in the Notice of Disagreement and determining whether the Closing Date Net Book Value was determined in accordance with GAAP, consistently applied beginning from May 28, 1998, and the provisions of this agreement, which decision shall be rendered as promptly as practicable but in no event later than thirty (30) days after its selection. If the Independent Expert determines that the Closing Date Net Book Value as prepared by Seller and submitted to the Independent Expert was not determined in accordance with GAAP and the provisions of this Agreement, it shall determine the Closing Date Net Book Value. The resolution of disputed items and determination by the Independent Expert shall be final and binding. The fees and expenses of the Independent Expert shall be shared equally by Seller and Buyer. (d) The Purchase Price shall be an amount equal to the Closing Date Net Book Value determined pursuant to this Section 3.2 (the "Final Net Book Value") multiplied by 1.25 for the Purchased Assets (other than the Related Assets for which the Purchase Price shall be adjusted following the Closing as follows: (i) increased dollar for dollar an amount equal to the extent that Capital Payments as set forth on Final Net Book Value) (the "Final Closing Balance Sheet exceed Capital Payments as set forth on Payment Amount"). If the Revised Preliminary Balance Sheet, (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the Final Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Balance Sheet Payment Amount is less than Debt as set forth on the Revised Preliminary Balance SheetClosing Payment Amount, (iv) decreased dollar for dollar Seller shall pay or cause to be paid to Buyer, an amount equal to the extent that Debt as set forth on amount by which the Final Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet Payment Amount is less than Working Capital as set forth on the Revised Preliminary Balance Sheet. (b) Within 60 days after the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date Payment Amount (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by the Buyer in good faith and in accordance together with GAAP applied on a consistent basis and shall be accompanied by all information reasonably necessary to determine the amount of Capital Payments, Debt and Working Capital as of the Closing. The Seller shall cooperate with the Buyer in the preparation of the Closing Balance Sheet. (c) The Buyer shall allow the Seller and its agents access at all reasonable times after interest thereon from the Closing Date to the books, records and accounts of date paid at the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"Prime Rate). If the Seller notifies Final Closing Payment Amount is greater than the Closing Payment Amount, Buyer of its acceptance of shall pay or cause to be paid to Seller, an amount equal to the amount of Capital Payments, Debt and Working Capital as of by which Final Closing Payment Amount exceeds the Closing shown on the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing Payment Amount (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination together with respect to such Disputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretion. (d) If the Purchase Price as finally determined in accordance with Section 1.3(a) is less than the amount paid by the Buyer to the Seller at the Closing, then the Seller shall pay over to the Buyer the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of paymentpaid at the Prime Rate). All payments pursuant to this Section 3.2(d), if any, shall be made by wire transfer of immediately available funds within three days (3) Business Days after final determination of the date on which the Purchase Price adjustments are finally determined in accordance with this Section 1.3. If the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than the amount paid by the Buyer amounts to the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which Purchase Price adjustments are finally determined in accordance with this Section 1.3be so paid.

Post-Closing Purchase Price Adjustments. (a) The Seller and the Buyer agree that the Estimated Closing Date Basic Purchase Price shall be adjusted following the Closing as follows: (i) increased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet exceed Capital Payments as set forth on the Revised Preliminary Balance Sheet, (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance Sheet, (iv) decreased dollar for dollar to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance Sheet.: (ba) Within 60 days after the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited consolidated balance sheet (i) a statement (the “Closing Statement”) setting forth the Adjusted Inventory Amount, the amount of Prepaid Assets, the amount of the Company Assumed Accounts Payable, the Accrued Vacation Liability Amount, the Additional Royalty Payment Amount and its Subsidiaries the Accrued Expenses amount, in each case as of the Closing Date and (ii) the "Closing Balance Sheet")Buyer’s calculation of (a) the Asset-Liability Ratio Amount, (b) the Markdown Pool Amount and (c) the Final Basic Purchase Price. The Closing Balance Sheet Prepaid Asset Amount, the amount of Assumed Accounts Payable shall be prepared by the Buyer in good faith and determined in accordance with GAAP applied on a consistent basis with the accounting principles used in the preparation of the Balance Sheet. The Accrued Expenses amount shall be determined in accordance with GAAP and reflect the amounts due and outstanding as of the Closing Date for the respective categories included in Schedule 1.1 notwithstanding the Seller’s historical accounting practices therefor. The Adjusted Inventory Amount shall be determined using the agreed-upon valuation assumptions set forth in Schedule 3.4(a) applied to the FIFO (meaning “first-in-first-out”) cost of the Conveyed Inventory, determined in accordance with GAAP. The delivery of the Closing Statement shall be accompanied by all information reasonably necessary to determine the Asset-Liability Ratio, the Asset-Liability Ratio Amount, the Adjusted Inventory Amount, the Prepaid Asset amount, the Accrued Vacation Liability amount, the Accrued Expenses amount and the amount of Capital PaymentsAssumed Accounts Payable, Debt the Additional Royalty Payment Amount and Working Capital as the Markdown Pool Amount (including detailed schedules of Current Inventory, Medium Term Inventory, BSRs, Transition Inventory, Scheduled 4/25 Inventory, Scheduled 5/25 Inventory, Purchase Order Scheduled 5/25 Inventory, Purchase Order Scheduled 4/25 Inventory, Prepaid Assets, Accrued Vacation Liability, Accrued Expenses and lists of Assumed Accounts Payable in each case at the ClosingClosing Date). The Seller shall cooperate with the Buyer in the preparation of the Closing Balance SheetStatement. Simultaneously with the delivery of the Closing Statement, the Buyer shall notify the Seller in writing of the amount, if any, that the Buyer believes is payable pursuant to Section 3.4(d) below. (cb) The Buyer Buyer, upon prior notice by the Seller, shall allow the Seller and its agents access at all reasonable times after the Closing Date to the applicable books, records and accounts of the Company and its Subsidiaries Business reasonably related to the preparation of the Closing Statement to allow the Seller to examine the accuracy of the Closing Balance SheetStatement. Within 30 days after the date that the Closing Balance Sheet Statement is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth in reasonable detail any proposed adjustments to the Closing Balance Sheet Statement, which may include claims that items included in the Current Inventory, Medium Term Inventory, BSRs, Transition Inventory, Scheduled 4/25 Inventory, Scheduled 5/25 Inventory, Purchase Order Scheduled 5/25 Inventory, Purchase Order Scheduled 4/25 Inventory, Prepaid Assets, Accrued Vacation Liability, Accrued Expenses or Assumed Accounts Payable are not properly included (the "Seller's “Dispute Report"”). If the Seller notifies the Buyer of its acceptance of the Adjusted Inventory Amount, Prepaid Asset amount, Accrued Vacation Liability amount, the amount of Capital PaymentsAccrued Expenses and the amount of Assumed Accounts Payable amount, Debt and Working Capital as of the Closing shown Markdown Pool Amount, the Additional Royalty Payment Amount or the Final Basic Purchase Price set forth on the Closing Balance SheetStatement, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet Dispute Report within the 30 30-day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of amounts set forth in the Closing shown on the Closing Balance Sheet Statement shall be final, conclusive and binding on the parties as of the last day of such 30 30-day period. The . (c) If the Seller timely delivers the Dispute Report, the Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital PaymentsAdjusted Inventory Amount, Debt and Working Capital as of the Closing Prepaid Asset Amount, Accrued Vacation Liability, Assumed Accounts Payable Amount, the Additional Royalty Payment Amount, the Markdown Pool Amount and/or the Final Basic Purchase Price (each each, a "“Disputed Matter"”), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties heretohereto and shall be evidenced by a written agreement to that effect. IfHowever, if, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer Seller and the Seller Buyer are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a PricewaterhouseCoopers, LLP (“PWC”), or if PWC is unable or unwilling to serve in such capacity, an independent nationally recognized independent accounting firm reasonably acceptable to both the mutually selected by Buyer and the Seller (the "“Arbitrator") ”). Each of the Seller and the Buyer may submit such written evidence and supporting documentation as they deem appropriate to the Arbitrator. The Arbitrator shall not hold any hearings or accept oral testimony. The scope of the disputes to be resolved by the Arbitrator shall be limited to the items in dispute that were timely and properly included in Dispute Report and the Arbitrator is not to make any other determination. The Arbitrator in making its determination shall not assign a value greater than the greatest value for resolutionsuch item claim by either party or a smaller than the smallest value for such item claimed by either party. The Arbitrator shall be instructed to use every reasonable effort to make its determination with respect to such Disputed Matter (the "“Determination"”) within 30 days of the submission to the Arbitrator it of such Disputed Matter. The Buyer and the Seller shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries Business used to prepare the Closing Date Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of Judgment may be entered upon the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses determination of the Arbitrator as between in any court having jurisdiction over the Buyer and the Seller shall party against which such determination is to be determined by the Arbitrator in its sole discretionenforced. (d) An adjustment to the Estimated Closing Date Basic Purchase Price shall be calculated as follows: (i) If the Estimated Closing Date Basic Purchase Price exceeds the Final Basic Purchase Price as finally determined in accordance with pursuant to Section 1.3(a) is less than the amount paid by the Buyer to the Seller at the Closing3.4, then the Seller shall pay over to the Buyer in cash the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which the Purchase Price adjustments are finally determined in accordance with this Section 1.3. excess. (ii) If the Final Basic Purchase Price as finally determined in accordance with pursuant to Section 1.3(a) is greater than 3.4 exceeds the amount paid by the Buyer to the Seller at the Closing, Estimated Closing Date Basic Purchase Price then the Buyer shall pay over to the Seller in cash the amount of such differenceexcess. (iii) The payment due to Buyer or Seller, plus as the case may be, under clauses (i) or (ii) of this Section 3.4(d) shall be paid, together with interest thereon thereon, at the rate of 8.58% per annum from from, and including including, the Closing Date to to, but excluding excluding, the date of payment, shall be made by wire transfer of immediately available funds within three five (5) business days after the date on which Purchase Price adjustments the Closing Statement, the Asset-Liability Ratio, the Markdown Pool Amount and the Additional Royalty Payment are finally determined in accordance with this Section 1.33.4.

Post-Closing Purchase Price Adjustments. (a) The Seller and the Buyer agree that the Cash Purchase Price shall will be adjusted following an amount equal to the Closing Estimated Cash Purchase Price, increased or decreased as follows: set forth below: (i) increased dollar for dollar to if the extent that Capital Payments as set forth on the Closing Balance Sheet exceed Capital Payments as set forth on the Revised Preliminary Balance Sheet, (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance Sheet, (iv) decreased dollar for dollar to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance Sheet. (b) Within 60 days after the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by the Buyer in good faith and in accordance with GAAP applied on a consistent basis and shall be accompanied by all information reasonably necessary to determine the amount of Capital Payments, Debt and Working Capital as of the Closing. The Seller shall cooperate with the Buyer in the preparation of the Closing Balance Sheet. (c) The Buyer shall allow the Seller and its agents access at all reasonable times after the Closing Date to the books, records and accounts of the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"). If the Seller notifies the Buyer of its acceptance of the amount of Capital Payments, Debt and Working Capital as of the Closing shown on Date is greater than the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentenceEstimated Working Capital, the amount of Capital Payments, Debt and such surplus will be added to the Estimated Cash Purchase Price; (ii) if the Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination with respect to such Disputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretion. (d) If the Purchase Price as finally determined in accordance with Section 1.3(a) Date is less than the amount paid by the Buyer to the Seller at the ClosingEstimated Working Capital, then the Seller shall pay over to the Buyer the amount of such differencedeficit will be subtracted from the Estimated Cash Purchase Price; and (iii) that portion of the cost of any audit that is required to be borne by the Sellers pursuant to Section 2.7(a) or 2.7(c) will be subtracted from the Estimated Cash Purchase Price. The Estimated Cash Purchase Price as so increased or decreased is referred to as the Cash Purchase Price. (b) Subject to Section 11.16, plus interest thereon at within ten Business Days after the rate final determination of 8.5% per annum from and including the Closing Date Working Capital: (i) if the Cash Purchase Price is greater than the Estimated Cash Purchase Price (disregarding for this purpose any payments made pursuant to but excluding Section 2.8(c)(i)(A)), the date of paymentBuyers will pay to the Sellers, by wire transfer of immediately available funds within three days after to the date on which the Purchase Price adjustments are finally determined in accordance with this Section 1.3. If the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than the amount paid bank account or accounts designated by the Buyer Sellers pursuant to the Seller at the ClosingSection 2.5, then the Buyer shall pay over to the Seller the amount of such differencesurplus; or (ii) if the Cash Purchase Price is less than the Estimated Cash Purchase Price (disregarding for this purpose any payments made pursuant to Section 2.8(c)(i)(A)), plus interest thereon at the rate of 8.5% per annum from and including Sellers will pay to the Closing Date to but excluding the date of paymentBuyers, by wire transfer of immediately available funds within three days to a bank account or accounts designated by the Buyers, the amount of such deficit. (c) Within two Business Days after the date on which Purchase Price adjustments closing or final expiration of the Overallotment Option (the “Overallotment Option Closing Date”): (i) if any shares of Primo Stock are finally determined in accordance with this sold by Primo Parent pursuant to the Overallotment Option, the amount of net cash proceeds from the sale of such shares (up to the amount of the Initial Share Consideration) (the “Overallotment Cash Consideration”) shall be: (A) paid to the Sellers by wire transfer of immediately available funds to the bank account or accounts designated by the Sellers pursuant to Section 1.32.5, and (B) subtracted from the Initial Share Consideration; and (ii) the Buyers will issue to Culligan US (A) the number of shares of Primo Stock equal to (A) the Share Consideration (as adjusted pursuant to Section 2.8(c)(i)(B)) divided by (B) the IPO Share Price.

Post-Closing Purchase Price Adjustments. (a) The Seller Cash Adjustment and the Buyer agree that Net Working Capital Adjustment will be finally determined by reference to reviewed financial statements of the Purchase Price Corporation to be prepared by the Corporation and reviewed by Deloitte LLP, in their capacity as the former accountants of the Corporation (“Vendors’ Accountants”) for the fiscal period ending immediately prior to the Effective Time (“Closing Financial Statements”). The Vendors shall cause draft Closing Financial Statements reviewed by the Vendors’ Accountants (“Draft Closing Financial Statements”) to be adjusted delivered to the Purchaser within sixty (60) days following the Closing Date (or such other date as followsis mutually agreed to by the Vendors and the Purchaser in writing) together with calculations prepared by the Corporation and reviewed by the Vendors’ Accountants (collectively, “Vendors’ Calculations”) of: (i) increased dollar for dollar Cash immediately prior to the extent that Capital Payments as set forth on Effective Time and the Closing Balance Sheet exceed Capital Payments as set forth on the Revised Preliminary Balance Sheet, Cash Adjustment calculated by reference thereto; (ii) decreased dollar for dollar Net Working Capital immediately prior to the extent that Effective Time and the Net Working Capital Payments as set forth on the Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, Adjustment calculated by reference thereto; (iii) increased dollar for dollar the aggregate amount of the Closing Indebtedness immediately prior to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance Sheet, Effective Time; and (iv) decreased dollar for dollar the amount of the Purchase Price payable at Closing calculated by reference thereto. During such sixty (60) day period and thereafter, until such time as the Final Closing Financial Statements and the Final Calculations are definitively determined as provided in this Section 1.5, the Purchaser shall permit the Vendors’ Accountants on a confidential basis to have access to all relevant Books and Records that are necessary or desirable in the extent that Debt as set forth on opinion of the Vendors’ Accountants, acting reasonably, to permit the Vendors’ Accountants to review the Draft Closing Balance 3 Sheet exceeds Debt as set forth on Financial Statements and the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to Vendors’ Calculations. The cost of the extent that Working Capital as set forth on preparation of the Vendors’ Calculations and the Draft Closing Balance Sheet exceeds Working Capital as set forth on Financial Statements will be borne solely by the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance SheetVendors. (b) Within 60 days after From time to time following delivery of the Closing DateVendors’ Calculations, the Buyer shall prepare and deliver Vendors will cause the Vendors’ Accountants to deliver, in a timely manner, to the Seller an unaudited consolidated balance sheet of Purchaser such back-up to the Company and its Subsidiaries Vendors’ Calculations as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by the Buyer in good faith and in accordance with GAAP applied on a consistent basis and shall be accompanied by all information Purchaser may reasonably necessary to determine the amount of Capital Payments, Debt and Working Capital as of the Closing. The Seller shall cooperate with the Buyer in the preparation of the Closing Balance Sheetrequest. (c) The Buyer shall allow Within 45 days after its receipt of the Seller Draft Closing Financial Statements, the Vendors’ Calculations and its agents access at all reasonable times after any back-up thereto requested by the Closing Date Purchaser, acting reasonably and in a timely manner, the Purchaser may notify the Vendors in writing of any objection which the Purchaser may have to the booksDraft Closing Financial Statements or the Vendors’ Calculations (an “Objection Notice”), records specifying in reasonable detail the dollar amount and accounts nature of the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"). If the Seller notifies the Buyer of its acceptance of the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer Purchaser’s objections and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination with respect to such Disputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretionreasons therefor. (d) If the Purchaser gives an Objection Notice within the period set forth in Section 1.5(c), the Vendors and the Purchaser shall work expeditiously and in good faith in an attempt to resolve the Purchaser’s objections within a further period of 45 days following the date of the Objection Notice. Any resolution of the dispute by the Vendors and the Purchaser will be recorded in writing and will be final and binding on the Vendors and the Purchaser. Failing resolution of all objections raised by the Purchaser in its Objection Notice, any objections remaining in dispute will be submitted for determination by the Independent Accountants. The Independent Accountants will, as soon as reasonably possible and in any event, within 20 Business Days of its appointment, determine the matters still in dispute as set out in the Objection Notice. In making its determination, the Independent Accountants will act as an expert and not as an arbitrator. The Independent Accountants will limit their review solely to those items in dispute, base their determination on the written submissions of the Parties without conducting independent investigation, and no adjustment will increase or decrease such item in dispute to an amount that is not equal to or between the amount claimed by the Purchaser and the amount set forth in the Draft Closing Financial Statements or the Vendors’ Calculations. The determination of the Independent Accountants will be final and binding upon the Vendors and the Purchaser and will not be subject to appeal, absent manifest error. (e) If the Purchaser does not give an Objection Notice within the period set forth in Section 1.5(c), the Purchaser will be deemed to have accepted and approved the Draft Closing Financial Statements and the Vendors’ Calculations, and they will become the “Final Closing Financial Statements” and the “Final Calculations”, respectively. (f) If the Purchaser gives an Objection Notice within the period set forth in Section 1.5(c), the Vendors shall cause the Vendors’ Accountants to revise the Draft Closing Financial Statements and Vendors’ Calculations to reflect the final resolution or final determination of any objections set forth in an Objection Notice pursuant to Section 1.5(d) within ten Business Days following such final resolution or determination. The Draft Closing Financial Statements and the Vendors’ Calculations as revised in accordance with Section 1.5(f) will upon such revision become the “Final Closing Financial Statements” and the “Final Calculations”, respectively. (g) The Final Closing Financial Statements and the Final Calculations will be final, conclusive and binding upon the Vendors and the Purchaser and will not be subject to appeal, absent manifest error. (h) The Vendors and the Purchaser shall each bear their own respective costs and expenses incurred in connection with the review of the Draft Closing Financial Statements and the Vendors’ Calculations and the settlement of the Final Closing Financial Statements and the Final Calculations. In the case of a dispute and the retention of Independent Accountants to determine such dispute, the costs and expenses of the Independent Accountants shall be borne equally by the Vendors on one hand and the Purchaser on the other hand. However, the Vendors and the Purchaser shall each bear their own respective costs in presenting their respective cases to the Independent Accountants. (i) The Vendors and the Purchaser agree that the procedure set forth in Section 1.5 for resolving disputes with respect to the Final Closing Financial Statements and the Final Calculations is the sole and exclusive method of resolving such disputes. This Section 1.5(i) will not, however, prohibit the Vendors or the Purchaser from instigating litigation to compel specific performance of this Section 1.5 or to enforce the provisions of this Section 1.5. (j) If the Purchase Price payable at Closing as finally determined in accordance with this Section 1.3(a1.5 (“Final Purchase Price”) is more or less than the Estimated Purchase Price, payments will be made as follows: (i) if the Final Purchase Price is greater than the Estimated Purchase Price, the amount by which the Final Purchase Price is greater than the Estimated Purchase Price will be paid by the Purchaser to the Vendors’ Solicitors in trust for the Vendors in accordance with Section 1.5(k); and (ii) if the Final Purchase Price is less than the Estimated Purchase Price, the amount by which the Final Purchase Price is less than the Estimated Purchase Price will be paid by the Buyer Vendors to the Seller at the Closing, then the Seller shall pay over Purchaser in accordance with their respective Proportionate Shares and in accordance with Section 1.5(k). (k) All amounts required to the Buyer settle the amount provided in Section 1.5(j) shall be paid by the owing Party within ten days of such differencethe determination of the Final Closing Financial Statements and the Final Calculations by certified cheque, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by bank draft or wire transfer of immediately available funds within three days after the date on which the Purchase Price adjustments are finally determined in accordance with this Section 1.3. If the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than the amount paid by the Buyer to the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which Purchase Price adjustments are finally determined in accordance with this Section 1.3applicable Party.

Post-Closing Purchase Price Adjustments. (a) Within twenty (20) days following the Closing Date, the Buyer shall deliver to the Sellers a special purpose balance sheet with respect to those lines items included on the Estimated Closing Date Balance Sheet as of the close of business on the Adjustment Date prepared by the Buyer (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP, applied on a consistent basis with prior periods as restated in a manner consistent with the Seller Balance Sheet, shall also include a separate line item setting forth all ticket liabilities in respect of Advance Ticket Sales and shall set forth the calculation of the Net Amount in a manner consistent with the calculation thereof on the Seller Balance Sheet and the Buyer agree that Estimated Closing Date Balance Sheet as of the Closing Date. If the Net Amount, as reflected in the Closing Date Balance Sheet, is greater than the Net Amount, as reflected in the Estimated Closing Date Balance Sheet, the Estimated Purchase Price shall be adjusted following increased, by a final adjustment to the Estimated Purchase Price as provided in Section 2.2(c), by the amount of such excess (the "Final Purchase Price Increase"). If the Net Amount as reflected in the Closing as follows: (i) increased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet exceed Capital Payments as set forth on the Revised Preliminary Balance Sheet, (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance Sheet, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Date Balance Sheet is less than Debt the Net Amount as set forth on reflected in the Revised Preliminary Estimated Closing Date Balance Sheet, (iv) decreased dollar for dollar the Estimated Purchase Price shall be decreased, by a final adjustment to the extent that Debt Estimated Purchase Price as set forth on provided in Section 2.2(c), by the Closing Balance 3 Sheet exceeds Debt as set forth on amount of such deficiency (the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance Sheet"Final Purchase Price Decrease"). (b) Within 60 fifteen (15) days after the Closing DateClosing, the Buyer shall prepare and deliver to the Seller an unaudited consolidated balance sheet Sellers a statement, duly executed by a senior financial officer of the Company and its Subsidiaries as of Buyer, setting forth, for the period after the Pre-Closing Date and running through the close of business on the Adjustment Date, all Advance Ticket Sales, and an accounting of all ticket liabilities and proceeds received in respect thereof by the Sellers and Sellers' Ticket Agents (the "Post-Closing Balance SheetAdvance Ticket Sales Statement"). The If the ticket liabilities for Advance Ticket Sales, as reflected in the Pre-Closing Balance Sheet Date Advance Ticket Statement, is greater than the ticket liabilities for Advance Ticket Sales, as reflected in the Post-Closing Advance Ticket Sales Statement, the Estimated Purchase Price shall be prepared increased, by an adjustment to the Buyer Estimated Purchase Price as provided in good faith and in accordance with GAAP applied on a consistent basis and shall be accompanied Section 2.2(c), by all information reasonably necessary to determine the amount of Capital Paymentssuch excess (the "Final Advance Ticket Sales Decrease"). If the ticket liabilities for Advance Ticket Sales, Debt and Working Capital as of the Closing. The Seller shall cooperate with the Buyer reflected in the preparation Pre-Closing Advance Sales Ticket Statement, is less than the ticket liabilities for Advance Ticket Sales, as reflected in the Post-Closing Advance Ticket Sales Statement, the Estimated Purchase Price shall be decreased, by an adjustment to the Estimated Purchase Price as provided in Section 2.2(c), by the amount of such deficiency (the Closing Balance Sheet"Final Advance Ticket Sales Increase"). (c) The Buyer Sellers shall allow the Seller and its agents access at all reasonable times have fifteen (15) days after receipt of the Closing Date Balance Sheet and related supporting documentation (the "Dispute Period") to the booksdispute any item, records and accounts of the Company and its Subsidiaries to allow the Seller to examine the accuracy of calculation or amount, in the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Date Balance Sheet (the a "Seller's Dispute ReportDispute"). If the Seller notifies Sellers do not give written notice of a Dispute (a "Dispute Notice") to the Buyer of its acceptance of within the amount of Capital PaymentsDispute Period, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Date Balance Sheet shall be conclusive deemed to have been irrevocably accepted by the Sellers in the form in which it was delivered by the Buyer and binding not subject to further challenge. In the event that the Sellers do not agree with any item, calculation or amount, reflected on the parties as Closing Date Balance Sheet, the Sellers shall give the Buyer a Dispute Notice within the Dispute Period, setting forth the basis of the last day of such 30 day period. The Buyer any disagreement, and the Seller shall use good faith efforts to resolve any dispute involving Sellers and the amount of Capital PaymentsBuyer shall, Debt and Working Capital as of the Closing within ten (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, 10) days after 30 days following the receipt by the Buyer of such Dispute Notice, attempt to resolve such Dispute and agree in writing upon the Seller's Dispute Report, final Closing Date Balance Sheet. In the event that the Sellers and the Buyer and the Seller are unable to resolve any Disputed Mattersuch Dispute within the ten (10) day resolution period, such Disputed Matter shall be referred to a nationally recognized independent then the certified public accounting firm reasonably acceptable to both of Xxxxxx Xxxxxxxx LLP or such other national office of a certified public accounting firm as may be mutually agreed upon by the Sellers and the Buyer and the Seller (the "Arbitrator") for resolutionshall be employed as arbitrator hereunder to settle such Dispute as soon as reasonably practicable. The parties agree that the Arbitrator shall decide only the matters involved in the Dispute, and not any other matters. Any arbitration pursuant to this Section 2.4(c) shall be instructed to use every reasonable effort to make its conducted in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association then existing and the Arbitrator's determination with respect to such Disputed Matter any Dispute shall be final and binding on all parties and not subject to appeal or review (judicial or otherwise) on any ground, and judgment on the "Determination") within 30 days arbitration award may be enforced in any court having jurisdiction over the subject matter of the submission to the Arbitrator of such Disputed Mattercontroversy. The Sellers and the Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts each pay one-half of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between for the Buyer and the Seller shall be determined by services of the Arbitrator in its sole discretionthe arbitration. (d) If In the event of a permitted purchase price adjustment pursuant to this Section 2.4 (each, a "Purchase Price Adjustment"), an amount equal to the Purchase Price as finally determined in accordance Adjustment together with Section 1.3(a) is less than the interest on such amount paid by the Buyer at a rate equal to the Seller at "prime rate" of interest as published in the ClosingWall Street Journal from time to time, then the Seller shall pay over to the Buyer the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of paymentpayment date, by wire transfer of immediately available funds within three days after the date on which the Purchase Price adjustments are finally determined shall be paid in accordance with the provisions of this Section 1.3. If Agreement and the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than the amount paid by the Buyer to the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which Purchase Price adjustments are finally determined in accordance with this Section 1.3Escrow Agreements.

Post-Closing Purchase Price Adjustments. (a) The Seller and Following the Buyer agree that Closing, the Closing Purchase Price shall be adjusted following subject to adjustment as provided herein to reflect the Closing as follows: difference between (i) increased dollar for dollar to the extent that Final Adjusted Closing Net Working Capital Payments as set forth on the and Estimated Adjusted Closing Balance Sheet exceed Capital Payments as set forth on the Revised Preliminary Balance SheetNet Working Capital, (ii) decreased dollar for dollar to the extent that Capital Payments as set forth on the Final Closing Balance Sheet are less than Capital Payments as set forth on the Revised Preliminary Balance SheetNet Debt and Estimated Closing Net Debt, (iii) increased dollar for dollar to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance Sheet, Final Project Capital Expenditure Amount and Estimated Project Capital Expenditure Amount and (iv) decreased dollar for dollar to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Final Ferrybridge Capital as set forth on the Closing Balance Sheet exceeds Working Expenditure Amount and Estimated Ferrybridge Capital as set forth on the Revised Preliminary Balance Sheet, and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance SheetExpenditure Amount. (ba) Within 60 ninety (90) days after the Closing Date, the Buyer Purchaser shall prepare and deliver to the Seller an unaudited consolidated balance sheet Sellers a statement setting forth (i) the Adjusted Closing Net Working Capital in accordance with Section 1.2(c) and Schedule 1.2(c) (the “Adjusted Closing Net Working Capital Statement”), (ii) the Closing Net Debt of the Company Transferred Companies in accordance with Section 1.2(e) and its Subsidiaries Schedule 1.2(e) (the “Closing Net Debt Statement”), (iii) the Project Capital Expenditure Amount as of the effective time of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by the Buyer in good faith and in accordance with GAAP applied on a consistent basis Section 1.2(f) (the “Project Capital Expenditure Statement”), and (iv) the Ferrybridge Capital Expenditure Amount as of the effective time of the Closing in accordance with Section 1.2(g) (the “Ferrybridge Capital Expenditure Statement”), each of which shall be accompanied by all information reasonable detail and related backup information. The Purchaser and the Sellers shall cooperate and provide each other access to their respective books and records (and those of the Transferred Companies) as are reasonably necessary to determine requested in connection with the amount of Capital Payments, Debt and matters addressed in this Section 1.3. (b) The Sellers shall have sixty (60) days from the date on which the Adjusted Closing Net Working Capital Statement, the Closing Net Debt Statement, the Project Capital Expenditure Statement and the Ferrybridge Capital Expenditure Statement have been delivered to the Sellers to raise any objection(s) to (i) the Adjusted Closing Net Working Capital Statement, (ii) the Closing Net Debt Statement, (iii) the Project Capital Expenditure Statement or (iv) the Ferrybridge Capital Expenditure Statement, in each case by delivery of written notice to the Purchaser setting forth such objection(s) in reasonable detail (the “Disputed Items”). In the event that the Sellers shall not deliver any such objection(s) with respect to the Adjusted Closing Net Working Capital Statement, the Closing Net Debt Statement, the Project Capital Expenditure Statement or the Ferrybridge Capital Expenditure Statement within such sixty-day period, then the Adjusted Closing Net Working Capital Statement, the Closing Net Debt Statement, the Project Capital Expenditure Statement and the Ferrybridge Capital Expenditure Statement shall be deemed final for purposes of this Section 1.3. In the event that any such objection(s) are so delivered, the Adjusted Closing Net Working Capital Statement, the Closing Net Debt Statement, the Project Capital Expenditure Statement and/or the Ferrybridge Capital Expenditure Statement, as applicable, shall each be deemed not final and the Purchaser and the Sellers shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the ClosingDisputed Items within thirty (30) Business Days of delivery of such notice, they shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), designate PricewaterhouseCoopers LLP, or if PricewaterhouseCoopers LLP is unwilling or unable to so serve, then another internationally recognized firm of independent public accountants, mutually agreeable to the Purchaser and the Sellers (the “Accounting Arbitrator”), to finally determine such Disputed Items. In the event that the Purchaser and the Sellers are unable to agree on the Accounting Arbitrator within such five-Business Day period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association; provided that such firm shall not currently be the independent auditor of (or otherwise serve as a consultant to) the Sellers, the Company, the Purchaser or their respective Affiliates. The Seller Accounting Arbitrator shall cooperate resolve all remaining Disputed Items in accordance herewith within twenty (20) Business Days following the date of its designation. In connection with the Buyer foregoing, the Accounting Arbitrator shall be instructed to and must (i) limit its determination(s) only to the remaining Disputed Items, (ii) make its determination(s) as to each remaining Disputed Item in accordance with Section 1.2(c), Section 1.2(e), Section 1.2(f) and Section 1.2(g) and (iii) not assign a value to any remaining Disputed Item greater than the preparation highest value for such Disputed Item claimed by either the Purchaser or the Sellers or less than the lowest value for such Disputed Item claimed by either the Purchaser or the Sellers. All determinations by the Accounting Arbitrator shall be final and binding upon the parties for purposes of this Section 1.3, absent fraud or manifest error. The fees and expenses of the Closing Balance SheetAccounting Arbitrator shall be borne by the party(ies) based on the degree (as determined by the Accounting Arbitrator) to which the Accounting Arbitrator has accepted the positions of the Purchaser and the Sellers. (c) The Buyer At such time as the Adjusted Closing Net Working Capital shall allow become final in accordance with Section 1.3(b) (the Seller and its agents access at all reasonable times after “Final Adjusted Closing Net Working Capital”), the Final Adjusted Closing Net Working Capital shall be compared to the Estimated Adjusted Closing Net Working Capital. At such time as the Closing Date Net Debt shall become final in accordance with Section 1.3(b) (the “Final Closing Net Debt”), the Final Closing Net Debt shall be compared to the booksEstimated Closing Net Debt. At such time as the Project Capital Expenditure Amount shall become final in accordance with Section 1.3(b) (the “Final Project Capital Expenditure Amount”), records and accounts of the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer Final Project Capital Expenditure Amount shall be compared to the SellerEstimated Project Capital Expenditure Amount. At such time as the Ferrybridge Capital Expenditure Amount shall become final in accordance with Section 1.3(b) (the “Final Ferrybridge Capital Expenditure Amount”), the Seller Final Ferrybridge Capital Expenditure Amount shall complete its examination thereof and may deliver be compared to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"). If the Seller notifies the Buyer of its acceptance of the amount of Estimated Ferrybridge Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination with respect to such Disputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretionExpenditure Amount. (d) If In the Purchase Price as finally determined event that the Final Adjusted Closing Net Working Capital exceeds the Estimated Adjusted Closing Net Working Capital, the Purchaser shall be obligated to pay to the Sellers an amount equal to such excess, in accordance with cash in immediately available funds. In the event that the Estimated Closing Net Debt exceeds the Final Closing Net Debt, the Purchaser shall be obligated to pay to the Sellers an amount equal to such excess, in cash in immediately available funds. In the event that the Final Project Capital Expenditure Amount exceeds the Estimated Project Capital Expenditure Amount, the Purchaser shall be obligated to pay to the Sellers an amount equal to such excess, in cash in immediately available funds. (e) In the event that the Estimated Adjusted Closing Net Working Capital exceeds the Final Adjusted Closing Net Working Capital, the Sellers shall be obligated to pay to the Purchaser an amount equal to such excess, in cash in immediately available funds. In the event that the Final Closing Net Debt exceeds the Estimated Closing Net Debt, the Sellers shall be obligated to pay to the Purchaser an amount equal to such excess, in cash in immediately available funds. In the event that the Estimated Project Capital Expenditure Amount exceeds the Final Project Capital Expenditure Amount, the Sellers shall be obligated to pay to the Purchaser an amount equal to such excess, in case in immediately available funds. (f) In the event that the Estimated Ferrybridge Capital Expenditure Amount exceeded the Target Ferrybridge Capital Expenditure Amount, then: (i) in the event the Target Ferrybridge Capital Expenditure Amount exceeds the Final Ferrybridge Capital Expenditure Amount, the Purchaser shall (x) be obligated to pay the Sellers pursuant to Section 1.3(a1.3(h) is less than an amount equal to the Ferrybridge Closing Decrease and (y) be obligated to pay the amount paid by the Buyer to the Seller at the Closing, then the Seller shall pay over to the Buyer the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which the Purchase Price adjustments are finally determined Target Ferrybridge Capital Expenditure Amount exceeds the Final Ferrybridge Capital Expenditure Amount in accordance equal monthly installments beginning on the fifth (5th) day after final determination and ending with this Section 1.3. If the Purchase Price as finally determined monthly installment payment in accordance with Section 1.3(aJune 2015; or (ii) is greater than in the amount paid by event the Buyer to Final Ferrybridge Capital Expenditure Amount exceeds the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which Purchase Price adjustments are finally determined in accordance with this Section 1.3.Target Ferrybridge Capital Expenditure Amount and:

Post-Closing Purchase Price Adjustments. (a) The Seller and the Buyer agree that the Purchase Price shall be adjusted following If the Closing as follows: (i) increased dollar for dollar to the extent that Capital Payments Equity as set forth in the Final Calculation is LESS than Four Million Two Hundred Twenty-One Thousand Three Hundred Thirteen Dollars ($4,221,313), then, promptly, but in no event later than fifteen (15) Business Days after the final determination of the Final Calculation (the "POST-CLOSING PAYMENT DATE"), the Shareholders, in their respective Pro Rata Portions, shall reimburse to Parent an amount equal to such shortfall (together with interest on such shortfall at the Reference Rate from the Closing Balance Sheet exceed Capital Payments as set forth on Date until the Revised Preliminary Balance SheetPost-Closing Payment Date (or, (iiif earlier, date of such reimbursement)) decreased dollar for dollar in cash in immediately available funds by wire transfer to a bank account designated in writing by Parent prior to the extent due date thereof. In the event that Capital Payments as set forth on the Closing Balance Sheet are less than Capital Payments as set forth on Shareholders shall fail to pay to Parent an amount referred to in the Revised Preliminary Balance Sheetimmediately preceding sentence within such fifteen (15) Business Day period, (iii) increased dollar for dollar Parent shall be entitled to recover such amount from the Escrowed Cash pursuant to the extent that Debt as set forth on the Closing Balance Sheet is less than Debt as set forth on the Revised Preliminary Balance SheetEscrow Agreement, (iv) decreased dollar for dollar subject to the extent that Debt as set forth on the Closing Balance 3 Sheet exceeds Debt as set forth on the Revised Preliminary Balance Sheet, (v) increased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet exceeds Working Capital as set forth on the Revised Preliminary Balance Sheet, terms and (vi) decreased dollar for dollar to the extent that Working Capital as set forth on the Closing Balance Sheet is less than Working Capital as set forth on the Revised Preliminary Balance Sheetconditions thereof. (b) Within 60 days after If the Closing DateEquity as set forth in the Final Calculation is GREATER than Four Million Two Hundred Twenty-One Thousand Three Hundred Thirteen Dollars ($4,221,313), then, promptly, but in no event later than the Post-Closing Payment Date (or, if later, the Buyer date the Shareholder delivers the Certificate representing Common Stock and the duly executed and completed Letter of Transmittal as provided in Section 2.08(a)), the Parent shall prepare and deliver to the Seller Shareholders an unaudited consolidated balance sheet of aggregate amount equal to such excess (together with interest on such excess at the Company and its Subsidiaries as of Reference Rate from the Closing Date until the Post-Closing Payment Date (or, if earlier, date of such reimbursement)) in cash in immediately available funds by wire transfer to the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared bank accounts designated in writing by the Buyer in good faith and in accordance Shareholders prior to the due date thereof, with GAAP applied on a consistent basis and shall be accompanied by all information reasonably necessary to determine the amount of Capital Payments, Debt and Working Capital as each Shareholder receiving its Pro Rata Portion of the Closing. The Seller shall cooperate with the Buyer in the preparation of the Closing Balance Sheetsuch amount. (c) The Buyer shall allow Any amounts due on the Seller and its agents access at all reasonable times after the Post-Closing Payment Date pursuant to the booksSections 2.11(a) or (b) will be netted against or with any amounts identified, records and accounts of the Company and its Subsidiaries to allow the Seller to examine the accuracy of the Closing Balance Sheet. Within 30 days after the date that the Closing Balance Sheet is delivered by the Buyer to the Seller, the Seller shall complete its examination thereof and may deliver to the Buyer a written report setting forth any proposed adjustments to the Closing Balance Sheet (the "Seller's Dispute Report"). If the Seller notifies the Buyer of its acceptance of the amount of Capital Payments, Debt and Working Capital as of the Closing shown on the Closing Balance Sheetsuch date, or if the Seller fails to deliver a report of proposed adjustments to the Closing Balance Sheet within the 30 day period specified in the preceding sentence, the amount of Capital Payments, Debt as being due and Working Capital as of the Closing shown on the Closing Balance Sheet shall be conclusive and binding on the parties as of the last day of such 30 day period. The Buyer and the Seller shall use good faith efforts to resolve any dispute involving the amount of Capital Payments, Debt and Working Capital as of the Closing (each a "Disputed Matter"), and any resolution between them as to a Disputed Matter shall be final, binding and conclusive on the parties hereto. If, after 30 days following the receipt by the Buyer of the Seller's Dispute Report, the Buyer and the Seller are unable to resolve any Disputed Matter, such Disputed Matter shall be referred to a nationally recognized independent accounting firm reasonably acceptable to both the Buyer and the Seller (the "Arbitrator") for resolution. The Arbitrator shall be instructed to use every reasonable effort to make its determination with respect to such Disputed Matter (the "Determination") within 30 days of the submission to the Arbitrator of such Disputed Matter. The Buyer shall give the Arbitrator access at all reasonable times to the books, records and accounts of the Company and its Subsidiaries used to prepare the Closing Balance Sheet. After completing the Determination, the Arbitrator shall deliver notice of the Determination to the Buyer and the Seller and upon receipt thereof, the Determination shall be final, binding and conclusive on the parties hereto with respect to such Disputed Matter. Each of the Buyer and the Seller shall bear all costs, fees and expenses incurred by it in connection with such arbitration, and the allocation of the costs, fees and expenses of the Arbitrator as between the Buyer and the Seller shall be determined by the Arbitrator in its sole discretionpayable under Article IX hereof. (d) If the Purchase Price as finally determined in accordance with Section 1.3(a) is less than the amount paid by the Buyer to the Seller at the Closing, then the Seller shall pay over to the Buyer the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which the Purchase Price adjustments are finally determined in accordance with this Section 1.3. If the Purchase Price as finally determined in accordance with Section 1.3(a) is greater than the amount paid by the Buyer to the Seller at the Closing, then the Buyer shall pay over to the Seller the amount of such difference, plus interest thereon at the rate of 8.5% per annum from and including the Closing Date to but excluding the date of payment, by wire transfer of immediately available funds within three days after the date on which Purchase Price adjustments are finally determined in accordance with this Section 1.3.