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

Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 120 days thereafter, SELLER will deliver to BUYER a closing statement (the “Closing Statement”) prepared using the same practices and methodologies used in the preparation of the financial statements of the Controlled Entities for the Estimated Net Working Capital, setting forth in reasonable detail the proposed final calculation of Final Net Working Capital as of the Effective Closing Date. SELLER shall provide BUYER access to the personnel, accountants, books and records used in the preparation of the Closing Statement. (b) Within 30 days after BUYER’s receipt of the Closing Statement, BUYER shall notify SELLER in writing (the “Closing Statement Notice”) whether BUYER disagrees with the Closing Statement. If no such notice is received within such 30-day period, BUYER shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance of the Closing Statement, the Purchase Price will be adjusted to take into account the Closing Statement and (i) if the Purchase Price is increased, BUYER shall pay SELLER the amount of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof. (c) If BUYER disagrees with the Closing Statement, BUYER’s Closing Statement Notice shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLER’s receipt of BUYER’s notice of disagreement, the Parties will attempt to resolve said disagreement. Any dispute upon which the Parties cannot agree will be resolved by KPMG LLP (the “Accounting Firm”). The fees and expenses payable to the Accounting Firm will be borne by the Party that is further from the correct amount of Purchase Price than the other in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as set forth in the Closing Statement Notice, and the Accounting Firm shall not be authorized to interpret any other provision of this Agreement or the Closing Statement. (d) The procedures described in this Section 3.2 are herein defined as the “Post-Closing Purchase Price Reconciliation.”

Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 120 60 days thereafter, SELLER will Buyer shall prepare and deliver to BUYER Seller a closing statement calculation of Net Working Capital as of the Closing, together with reasonably detailed supporting information (the “Closing Statement”). (b) prepared using From and after the same practices and methodologies used in the preparation delivery of the financial statements Closing Statement, Buyer shall provide Seller and its Representatives reasonable access to the records and employees of the Controlled Entities for Companies and shall cause the Estimated Net Working Capital, setting forth employees of the Companies to cooperate in all reasonable detail respects with Seller in connection with its review of such work papers and other documents and information relating to the proposed final calculation of Final Net Working Capital as of the Effective Closing Date. SELLER as Seller shall provide BUYER access reasonably request and that are available to Buyer, the personnel, Companies or the Companies’ independent public accountants, books and records used in the preparation of the Closing Statement. (bc) Within 30 45 days after BUYERSeller’s receipt of the Closing Statement, BUYER Seller shall notify SELLER in writing (the “Closing Statement Notice”) Buyer as to whether BUYER Seller agrees or disagrees with the Closing StatementStatement and, if Seller disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement. If no such Seller provides a notice is received of agreement or does not provide a notice of disagreement within such 30-45 day period, BUYER then Seller shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance of the Closing Statement, the Purchase Price will be adjusted to take into account the Closing Statement and (i) if the Purchase Price is increased, BUYER shall pay SELLER the amount of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof. (c) If BUYER disagrees with the Closing Statement, BUYER’s Closing Statement Notice shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLER’s receipt of BUYER’s notice of disagreement, the Parties will attempt to resolve said disagreement. Any dispute upon which the Parties cannot agree will be resolved by KPMG LLP (the “Accounting Firm”). The fees and expenses payable to the Accounting Firm will be borne by the Party that is further from the correct amount of Purchase Price than the other in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER calculations and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as set forth in the Closing Statement Noticedelivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any such notice of disagreement is timely provided, then Buyer and Seller shall each use Reasonable Efforts for a period of 30 days thereafter to resolve any disagreements with respect to the Accounting Firm shall not be authorized to interpret any other provision of this Agreement or calculations in the Closing Statement. (d) If, at the end of the 30-day resolution period, the Parties are unable to resolve any disagreements as to items in the Closing Statement, then KPMG LLP (or such other independent accounting firm of recognized national standing as may be mutually selected by Buyer and Seller) shall resolve any remaining disagreements. If KPMG LLP is unwilling or unable to serve in such capacity then PricewaterhouseCoopers U.S. shall be engaged to serve in such capacity. If PricewaterhouseCoopers U.S. is not willing or able to serve in such capacity, then Seller shall within 10 days deliver to Buyer a listing of three other accounting firms of recognized national or regional standing and Buyer shall within 10 days after receipt of such list, select one of such three accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). The procedures described Accountant shall be charged with determining as promptly as practicable, but in any event within 30 days after the date on which such dispute is referred to the Accountant any disputed items required to determine the Net Working Capital as of the Closing. The costs and expenses of the Accountant shall be borne 50% by Seller and 50% by Buyer. The determination of the Accountant shall be final, binding and conclusive for all purposes hereunder. Such amounts as finally determined by the Accountant shall be used to determine the Purchase Price. (e) Within five Business Days of the date on which the last disputed item required to determine the Net Working Capital as of the Closing is resolved pursuant to this Section 3.2 are herein defined as 2.4, Buyer shall pay to Seller an amount equal to the “Post-Closing excess, if any, of the Purchase Price Reconciliationminus the Estimated Purchase Price, or Seller shall pay to Buyer an amount equal to the excess, if any, of the Estimated Purchase Price minus the Purchase Price, in each case together with interest at a rate equal to 5% per annum on such excess from the Closing Date to the date of payment.”

Post-Closing Purchase Price Reconciliation. (ai) As soon as reasonably practicable following the Closing Date, and in any event within 120 30 days thereafter, SELLER will Buyer shall prepare and deliver to BUYER Seller a closing statement calculation of Closing Net Working Capital as of the Closing Date (“Closing Net Working Capital”), together with reasonably detailed supporting information (the “Closing Statement”), provided, however, that notwithstanding the foregoing, if within such 30-day period Seller is providing accounting services under the Transition Services Agreement, and if requested in writing by Buyer, Seller shall prepare and deliver to Buyer the Closing Statement. For purposes of this Section, the Party that prepares and delivers the Closing Statement is called the “Delivering Party” and the Party that receives the Closing Statement is called the “Receiving Party.” (ii) prepared using From and after the same practices and methodologies used in the preparation delivery of the financial statements Closing Statement, the Buyer shall provide the Seller and its Representatives reasonable access to the records and employees of EAPC and shall cause the Controlled Entities for employees of EAPC to cooperate in all reasonable respects with the Estimated Net Working Capital, setting forth Seller in reasonable detail connection with its review of such work papers and other documents and information relating to the proposed final calculation of Final Closing Net Working Capital as of the Effective Closing Date. SELLER Date as the Seller shall provide BUYER access reasonably request and that are available to the personnel, Buyer and EAPC or their independent public accountants, books and records used in the preparation of the Closing Statement. (biii) Within 30 45 days after BUYERthe Receiving Party’s receipt of the Closing Statement, BUYER the Receiving Party shall notify SELLER in writing (the “Closing Statement Notice”) Delivering Party as to whether BUYER the Receiving Party agrees or disagrees with the Closing StatementStatement and, if the Receiving Party disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement (“Objection Notice”). If no such the Receiving Party provides a notice is received of agreement or does not provide a notice of disagreement within such 3045-day period, BUYER then the Receiving Party shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance of the Closing Statement, the Purchase Price will be adjusted to take into account the Closing Statement and (i) if the Purchase Price is increased, BUYER shall pay SELLER the amount of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof. (c) If BUYER disagrees with the Closing Statement, BUYER’s Closing Statement Notice shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLER’s receipt of BUYER’s notice of disagreement, the Parties will attempt to resolve said disagreement. Any dispute upon which the Parties cannot agree will be resolved by KPMG LLP (the “Accounting Firm”). The fees and expenses payable to the Accounting Firm will be borne by the Party that is further from the correct amount of Purchase Price than the other in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER calculations and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as set forth in the Closing Statement Noticedelivered by the Delivering Party, which shall then be final, binding and conclusive for all purposes hereunder. If any such notice of disagreement is timely provided, then the Accounting Firm Parties shall not be authorized each use Reasonable Efforts for a period of 30 days thereafter to interpret resolve any other provision of this Agreement or disagreements with respect to the calculations in the Closing Statement. (div) If, at the end of the 30-day resolution period, the Parties are unable to resolve any disagreement between them with respect to the preparation of the Closing Statement, then each Party shall deliver simultaneously to KPMG LLP (or if such firm is unwilling or unable to serve, another nationally recognized accounting firm mutually agreed on by the Parties; the accounting firm ultimately chosen, the “Accountants”)) the Objection Notice and the Closing Statement (each a “Submission”) within five days of retaining the Accountants (the “Submission Deadline”). The Parties shall instruct the Accountants to (a) determine whether Buyer’s Submission or the Seller’s Submission most accurately reflects the calculation of Closing Net Working Capital (i.e., the Accountants will not have authority to select a figure for Closing Net Working Capital other than one of the two Submissions), and (b) to deliver its written determination of the selected Submission (which Submission shall serve as the definitive figures for Closing Net Working Capital) to Seller and Buyer no later than the 20th day after the Submission Deadline. (v) The procedures described in this Section 3.2 are herein defined fees and disbursements of the Accountants shall be paid by the party whose Submission is not selected by the Accountants. The determination of the Accountant shall be final, binding and conclusive for all purposes hereunder. Such amounts as finally determined by the “Post-Closing Accountant shall be used to determine the Purchase Price ReconciliationPrice.”

Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 120 60 days thereafter, SELLER will Purchaser shall deliver to BUYER Seller a closing statement (the “Closing 2 Statement”) prepared using the same practices and methodologies used in the preparation of the financial statements of the Controlled Entities for the Estimated Net Working Capital), setting forth in reasonable detail the proposed final Purchaser’s good faith calculation of Final Net Working Capital as of the Effective Closing DateAggregate Adjustment. SELLER Purchaser shall provide BUYER access to the personnel, accountants, books and records used in the preparation of prepare the Closing StatementStatement and the Aggregate Adjustment in accordance with the illustrative calculation included on Schedule 2.3 using the Accounting Principles. (b) Within 30 days after BUYERSeller’s receipt of the Closing Statement, BUYER Seller shall notify SELLER Purchaser in writing (the “Closing Statement Notice”) whether BUYER Seller agrees or disagrees with the Closing Statement. If no Purchaser does not receive such notice is received within such 30-day period, BUYER it shall be deemed that Seller has accepted the Closing Statement with respect to all items set forth therein as of the expiration of such 30-day period. If Seller accepts (or is deemed to accept, as provided in the immediately preceding sentence) the Closing Statement, Purchaser or Seller, as appropriate, shall, within five Business Days of such acceptance (or deemed acceptance), make the following adjustments: (i) if the Aggregate Adjustment is $1,000,000 greater than the Estimated Aggregate Adjustment, Purchaser shall pay to Seller the full amount by which the Aggregate Adjustment exceeds the Estimated Aggregate Adjustment in cash (by means of federal funds wire or interbank transfer in immediately available funds) or (ii) if the Aggregate Adjustment is $1,000,000 less than the Estimated Aggregate Adjustment, Seller shall pay to Purchaser the full amount by which the Aggregate Adjustment is less than the Estimated Aggregate Adjustment in LP Units, valued at $24.55 per LP Unit; provided, that any Retention Bonus Amounts shall not be subject to the $1,000,000 threshold described in clause (ii). In the event that any payment required by this Section 2.4(b) is not made by the appropriate Party when due pursuant to the terms of this Section 2.4(b), such payment shall accrue interest from the date such (c) If Seller disagrees with Purchaser’s calculation of the Aggregate Adjustment set forth in the Closing Statement, each notice delivered by or on behalf of Seller pursuant to Section 2.4(b) (a “Seller Notice of Disagreement”) shall specify Seller’s calculation of the Aggregate Adjustment and shall specify in reasonable detail the items or amounts as to which Seller disagrees and the nature and extent of such disagreement. Seller shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance of the Closing Statement, the Purchase Price will be adjusted to take into account agreed with all other items and amounts contained in the Closing Statement and (i) if the Purchase Price is increased, BUYER Aggregate Adjustment. Purchaser and Seller shall pay SELLER the amount have a period of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof. (c) If BUYER disagrees with the Closing Statement, BUYER’s Closing Statement Notice shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLERPurchaser’s receipt of BUYER’s notice a Seller Notice of disagreement, Disagreement to resolve any disagreement specified therein. Any disputed amounts that cannot be agreed to by the Parties will attempt to resolve said disagreement. Any dispute upon which the Parties cannot agree will within 30 days after Purchaser’s receipt of a Seller Notice of Disagreement shall be resolved determined by KPMG LLP PricewaterhouseCoopers LLP, (the “Accounting Firm”). The engagement of and the determination by the Accounting Firm (or any other accounting firm designated by the Accounting Firm as set forth below) shall be completed within 60 days after such assignment is given to the Accounting Firm and shall be final and binding on, and non-appealable by, Seller and Purchaser. If for any reason the Accounting Firm is unable to act in such capacity, such determination will be made by any other nationally recognized accounting firm selected by the Accounting Firm, which other accounting firm does not have a material relationship with either Seller or Purchaser. Purchaser agrees that it will cause each member of the Company Group to promptly provide reasonable access to its books, records, supporting documents, work papers and personnel to Seller and its Representatives (including the Accounting Firm) at reasonable times in connection with any dispute under this Section 2.4(c), and Purchaser and Seller agree that they will use their Commercially Reasonable Efforts to cause their respective independent accountants to cooperate and assist in the preparation of the conduct of the audits and reviews referred to in this Section 2.4(c). Notwithstanding the foregoing, the access Purchaser is obligated to cause to be provided hereunder shall not be construed to cause any member of the Company Group or Purchaser to take any action that could adversely affect the attorney-client privilege (or any similar privilege). The fees and expenses payable to the Accounting Firm will be borne (or any other accounting firm designated by the Party that is further from Accounting Firm) in connection with determining the correct amount of Purchase Price than the other difference, if any, in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as Aggregate Adjustment set forth in the Closing Statement Notice, as finally determined pursuant to this Section 2.4(c) (the “Final Adjustment Amount”) shall be split equally between Purchaser and the Accounting Firm shall not be authorized to interpret any other provision of this Agreement or the Closing StatementSeller. (d) The procedures Within five Business Days of the date on which the last disputed item required to determine the Final Adjustment Amount is resolved by the Accounting Firm, Purchaser or Seller, as appropriate, shall make the payments described in this Section 3.2 are herein defined as the “Post-Closing Purchase Price Reconciliation2.4(b) hereof.”

Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 120 45 days thereafter, SELLER will Sellers shall deliver to BUYER Buyers a closing statement of the Partnership Companies as of the Closing Date (the “Closing Statement”) ), prepared using the same practices by Sellers in good faith and methodologies used in the preparation of the financial statements of the Controlled Entities for the Estimated Net Working Capitalon a reasonable basis, setting forth in reasonable detail the proposed final calculation determination of Final the Net Working Capital Change Amount, including such information relating thereto as may be specified in Article VII hereof. (b) From and after the delivery of the Effective Closing Date. SELLER Statement, and in order for Buyers to review the Closing Statement and the calculation of the Net Working Capital Change Amount, Sellers shall provide BUYER to Buyers and their Representatives prompt and full access to the personnel, accountants, books and records used by Sellers or their Representatives in the preparation of the Closing StatementStatement and the calculation of the Net Working Capital Change Amount (and shall provide copies of applicable portions of such books and records as may be reasonably requested), and shall cause the employees of Sellers to cooperate in all reasonable respects with Buyers in connection with their review of such work papers and other documents and information relating to the preparation of the Closing Statement and the calculation of the Net Working Capital Change Amount. (bc) Within 30 45 days after BUYER’s Buyers’ receipt of the Closing Statement, BUYER Buyers shall notify SELLER Sellers in writing (the “Closing Statement Notice”) whether BUYER disagrees Buyers agree or disagree with the Closing Statement. If no such notice is received within such 30-day period, BUYER shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance of Buyers accept the Closing Statement, Buyers or Sellers, as appropriate, shall, within five Business Days of such acceptance, make the Purchase Price will be adjusted to take into account the Closing Statement and following adjustments: (i) if the Purchase Price Net Working Capital Change Amount calculated based on the Closing Statement is increaseda negative number, BUYER Buyers shall pay SELLER the amount to Sellers in cash (by means of such increase plus interest at the Interest Rate by federal funds wire or interbank transfer of in immediately available funds within three Business Days thereof and funds) a positive amount equal to the Net Working Capital Change Amount, or (ii) if the Purchase Price Net Working Capital Change Amount calculated based on the Closing Statement is decreaseda positive number, SELLER Sellers shall pay to BUYER Buyers in cash (by means of federal funds wire or interbank transfer in immediately available funds) an amount equal to the amount Net Working Capital Change Amount. In the event that any payment required by this Section 2.5(c) is not made by the appropriate Party when due pursuant to the terms of this Section 2.5(c), such decrease plus payment shall accrue interest from the date such payment was due at the Interest Rate lesser of 15% per annum or the maximum rate permitted by wire transfer of immediately available funds within three Business Days thereofapplicable law. Such interest shall be paid by the appropriate Party upon demand by the other Party. (cd) If BUYER disagrees Buyers disagree with the Closing Statement, BUYER’s Closing Statement Notice Buyers’ notice as aforesaid shall specify in reasonable detail the nature and quantify the values with which BUYER disagrees. For extent of such disagreement, and Buyers and Sellers shall have a period of 30 days from SELLER’s Sellers’ receipt of BUYER’s such notice in which to resolve such disagreement. If such notice of disagreementdisagreement is not received by Sellers within the time specified in subsection (c) above, it shall be deemed that Buyers have accepted the Closing Statement with respect to all items set forth therein and within three Business Days after the expiration of such 30 day period, Buyers or Sellers, as appropriate, shall make the payments described in Section 2.5(c) hereof. Any disputed amounts which cannot be agreed to by the Parties will attempt within 30 days from Sellers’ receipt of Buyers’ notice of disagreement to resolve said disagreement. Any dispute upon which the Parties canClosing Statement shall be determined by a mutually agreeable nationally recognized accounting firm that does not agree will be resolved by KPMG LLP have a relationship with either Sellers or Buyers, or any of their respective Affiliates (the “Accounting Firm”). The engagement of and the determination by the Accounting Firm (or any other accounting firm designated by the Accounting Firm as set forth below) shall be completed within 60 days after such assignment is given to the Accounting Firm and shall be binding on and shall, absent manifest error, be nonappealable by Sellers and Buyers. If for any reason the Accounting Firm is unable to act in such capacity, such determination will be made by any other nationally recognized accounting firm selected by the Accounting Firm. The fees and expenses payable to the Accounting Firm (or any other accounting firm designated by the Accounting Firm) in connection with such determination will be borne 50% by the Party that is further from the correct amount of Purchase Price than the other in the disagreement over such calculation. The Accounting Firm’s determination Sellers and 50% by Buyers. (e) Within five Business Days of the date on which the last disputed items shall be final and binding upon BUYER and SELLER and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority item required to determine the amounts Net Working Capital Change Amount as of any items that are the subject of dispute as set forth in the Closing Statement Notice, and Date is resolved by the Accounting Firm Firm, Buyers or Sellers, as appropriate, shall not be authorized to interpret any other provision of this Agreement or make the Closing Statement. (d) The procedures payments described in this Section 3.2 are herein defined as the “Post-Closing Purchase Price Reconciliation2.5(c) hereof.”

Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 120 60 days thereafter, SELLER will Purchaser shall deliver to BUYER Seller a closing statement (the “Closing Statement”) prepared using the same practices and methodologies used in the preparation of the financial statements of the Controlled Entities for the Estimated Net Working Capital), setting forth in reasonable detail the proposed final Purchaser’s good faith calculation of Final Net Working Capital as of the Effective Closing DateAggregate Adjustment. SELLER Purchaser shall provide BUYER access to the personnel, accountants, books and records used in the preparation of prepare the Closing StatementStatement and the Aggregate Adjustment in accordance with the illustrative calculation included on Schedule 2.3 using the Accounting Principles. (b) Within 30 days after BUYERSeller’s receipt of the Closing Statement, BUYER Seller shall notify SELLER Purchaser in writing (the “Closing Statement Notice”) whether BUYER Seller agrees or disagrees with the Closing Statement. If no Purchaser does not receive such notice is received within such 30-day period, BUYER it shall be deemed to have that Seller has accepted the Closing StatementStatement with respect to all items set forth therein as of the expiration of such 30-day period. Upon actual If Seller accepts (or is deemed acceptance of to accept, as provided in the immediately preceding sentence) the Closing Statement, Purchaser or Seller, as appropriate, shall, within five Business Days of such acceptance (or deemed acceptance), make the Purchase Price will be adjusted to take into account the Closing Statement and following adjustments: (i) if the Purchase Price Aggregate Adjustment is increased$1,000,000 greater than the Estimated Aggregate Adjustment, BUYER Purchaser shall pay SELLER to Seller the full amount by which the Aggregate Adjustment exceeds the Estimated Aggregate Adjustment in cash (by means of such increase plus interest at the Interest Rate by federal funds wire or interbank transfer of in immediately available funds within three Business Days thereof and funds) or (ii) if the Purchase Price Aggregate Adjustment is decreased$1,000,000 less than the Estimated Aggregate Adjustment, SELLER Seller shall pay to BUYER Purchaser the full amount by which the Aggregate Adjustment is less than the Estimated Aggregate Adjustment in LP Units, valued at $24.55 per LP Unit; provided, that any Retention Bonus Amounts shall not be subject to the $1,000,000 threshold described in clause (ii). In the event that any payment required by this Section 2.4(b) is not made by the appropriate Party when due pursuant to the terms of this Section 2.4(b), such decrease plus payment shall accrue interest from the date such payment was due at the Interest Rate lesser of (A) 5% per annum and (B) the maximum rate permitted by wire transfer of immediately available funds within three Business Days thereofapplicable Law. (c) If BUYER Seller disagrees with Purchaser’s calculation of the Aggregate Adjustment set forth in the Closing Statement, BUYEReach notice delivered by or on behalf of Seller pursuant to Section 2.4(b) (a “Seller Notice of Disagreement”) shall specify Seller’s calculation of the Aggregate Adjustment and shall specify in reasonable detail the items or amounts as to which Seller disagrees and the nature and extent of such disagreement. Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement Notice and the Aggregate Adjustment. Purchaser and Seller shall specify and quantify the values with which BUYER disagrees. For have a period of 30 days from SELLERPurchaser’s receipt of BUYER’s notice a Seller Notice of disagreement, Disagreement to resolve any disagreement specified therein. Any disputed amounts that cannot be agreed to by the Parties will attempt to resolve said disagreement. Any dispute upon which the Parties cannot agree will within 30 days after Purchaser’s receipt of a Seller Notice of Disagreement shall be resolved determined by KPMG LLP PricewaterhouseCoopers LLP, (the “Accounting Firm”). The engagement of and the determination by the Accounting Firm (or any other accounting firm designated by the Accounting Firm as set forth below) shall be completed within 60 days after such assignment is given to the Accounting Firm and shall be final and binding on, and non-appealable by, Seller and Purchaser. If for any reason the Accounting Firm is unable to act in such capacity, such determination will be made by any other nationally recognized accounting firm selected by the Accounting Firm, which other accounting firm does not have a material relationship with either Seller or Purchaser. Purchaser agrees that it will cause each member of the Company Group to promptly provide reasonable access to its books, records, supporting documents, work papers and personnel to Seller and its Representatives (including the Accounting Firm) at reasonable times in connection with any dispute under this Section 2.4(c), and Purchaser and Seller agree that they will use their Commercially Reasonable Efforts to cause their respective independent accountants to cooperate and assist in the preparation of the conduct of the audits and reviews referred to in this Section 2.4(c). Notwithstanding the foregoing, the access Purchaser is obligated to cause to be provided hereunder shall not be construed to cause any member of the Company Group or Purchaser to take any action that could adversely affect the attorney-client privilege (or any similar privilege). The fees and expenses payable to the Accounting Firm will be borne (or any other accounting firm designated by the Party that is further from Accounting Firm) in connection with determining the correct amount of Purchase Price than the other difference, if any, in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as Aggregate Adjustment set forth in the Closing Statement Notice, as finally determined pursuant to this Section 2.4(c) (the “Final Adjustment Amount”) shall be split equally between Purchaser and the Accounting Firm shall not be authorized to interpret any other provision of this Agreement or the Closing StatementSeller. (d) The procedures Within five Business Days of the date on which the last disputed item required to determine the Final Adjustment Amount is resolved by the Accounting Firm, Purchaser or Seller, as appropriate, shall make the payments described in this Section 3.2 are herein defined as the “Post-Closing Purchase Price Reconciliation2.4(b) hereof.”

Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 120 90 days thereafter, SELLER will Buyer shall deliver to BUYER Seller a closing statement (the “Closing Statement”) ), prepared by Buyer in good faith using the same practices methodologies, practices, policies and methodologies judgments as were used in the preparation of the financial statements last of the Controlled Entities for MPP Financial Statements prepared prior to the Estimated Net Working CapitalClosing Date, except as otherwise provided in this Agreement, setting forth in reasonable detail (i) the proposed final calculation of Final Closing Net Working Capital and (ii) the updated values for each item described in Section 2.1 (iii) through (x) that, by the rules of applicability set forth in the last paragraph of Section 2.1, are to be applied as adjustments to the Purchase Price (herein, the “Purchase Price Adjustments”). From and after the delivery of the Effective Closing Date. SELLER Statement to Seller, Buyer shall provide BUYER to Seller and its representatives access to the personnel, accountants, books and records used by Buyer or its representatives in the preparation of the Closing StatementStatement and the calculation of the Closing Net Working Capital and the Purchase Price Adjustments. (b) Within 30 days after BUYERSeller’s receipt of the Closing Statement, BUYER Seller shall notify SELLER Buyer in writing (the “Closing Statement Notice”) whether BUYER Seller agrees or disagrees with the Closing StatementStatement (“Seller’s Notice of Disagreement”). If no Buyer does not receive such notice is received within such 30-day period, BUYER it shall be deemed to have that Seller has accepted the Closing StatementStatement with respect to all items set forth therein as of the expiration of such 30-day period. Upon actual If Seller accepts (or is deemed acceptance of to accept, as provided in the immediately preceding sentence) the Closing Statement, Seller or Buyer, as appropriate, shall, within five Business Days of such acceptance, make the Purchase Price will be adjusted to take into account the Closing Statement and following adjustments: (i) if the Purchase Price is increasedexceeds the Estimated Purchase Price, BUYER Buyer shall pay SELLER to Seller in cash (by wire transfer) (A) the amount of such increase excess plus interest accruing thereon at the Interest Rate by wire transfer from the Closing Date to the date final payment of immediately available funds within three Business Days thereof and such excess is made or (ii) if the Estimated Purchase Price is decreasedexceeds the Purchase Price, SELLER Seller shall pay to BUYER Buyer in cash (by wire transfer) the (B) amount of such decrease excess plus interest accruing thereon at the Interest Rate from the Closing Date to the date final payment of such excess is made. If a payment required by wire transfer this Section 2.7 is not made by the obligated party when due, such payment shall accrue interest at the Default Rate. All interest payable under this Agreement shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of immediately available funds within three Business Days thereofa year of 365 days and the actual number of days elapsed. (c) If BUYER Seller disagrees with Buyer’s calculation of the Closing Net Working Capital and/or the Purchase Price Adjustment as set forth in the Closing Statement, BUYERSeller’s Closing Statement Notice notice as delivered pursuant to (b) above shall specify Seller’s calculation of the Closing Net Working Capital and/or the Purchase Price Adjustment and quantify shall specify the values with items or amounts as to which BUYER Seller disagrees. For Seller and Buyer shall have a period of 30 days from SELLERBuyer’s receipt of BUYER’s notice a Seller Notice of disagreement, the Parties will attempt Disagreement to resolve said disagreementany disagreement specified therein. Any dispute upon disputed amounts which the Parties cannot agree will be resolved agreed to by KPMG LLP the parties within 30 days after Buyer’s receipt of a Seller Notice of Disagreement to the Closing Statement shall be determined by a mutually agreeable nationally recognized accounting firm that does not have a material relationship with either Buyer or Seller, or any of their respective Affiliates (the “Accounting Firm”). The engagement of and the determination by the Accounting Firm (or any other accounting firm designated by the Accounting Firm as set forth below) shall be completed within 60 days after such assignment is given to the Accounting Firm and shall be final and binding on Buyer and Seller. If for any reason the Accounting Firm is unable to act in such capacity, such determination will be made by any other nationally recognized accounting firm selected by the Accounting Firm. Seller and Buyer agree that they will, and agree to cause their respective independent accountants to cooperate and assist in the preparation of the conduct of the audits and reviews referred to in this Section, including the making available to the extent necessary of books, records, work papers and personnel. The fees and expenses payable to the Accounting Firm (or any other accounting firm designated by the Accounting Firm) in connection with such determination will be borne borne: by the Party party that is further from the correct amount of Purchase Price than the other in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as set forth in the Closing Statement Notice, and the Accounting Firm shall not be authorized to interpret any other provision of this Agreement or the Closing Statement. (d) The procedures Within five Business Days of the date on which the last disputed item required to determine the Closing Net Working Capital and/or the Purchase Price Adjustment is resolved by the Accounting Firm, Buyer or Seller, as appropriate, shall make the payments, including interest, described in this Section 3.2 are herein defined as 2.7(b) hereof. (e) The sum of all Past Due Receivables received by Buyer, MPP or any Entity between the “Post-Closing Date and the date that the Closing Statement is delivered, shall be added to the Purchase Price ReconciliationPrice. Neither Buyer, MPP, nor any Entity shall have any duty to pursue the collection of any Past Due Receivable.”

Post-Closing Purchase Price Reconciliation. (ai) As soon as reasonably practicable following Within sixty (60) calendar days after the Closing Date, Buyer shall prepare in good faith and deliver to Seller a statement in the format of, consistent with and in any event within 120 days thereafteraccordance with this Agreement and the Accounting Principles and the example set forth in, SELLER will deliver to BUYER a closing statement Exhibit B (the “Closing Statement”) prepared ), recalculating the Initial Purchase Price using the same practices and methodologies used in the preparation of the financial statements of the Controlled Entities for the Estimated Net Working Capital, setting forth in reasonable detail the Buyer’s reasonably detailed proposed final calculation of Final (A) the Net Working Capital as of the Effective Measurement Time (“Closing Date. SELLER shall provide BUYER access to Date Net Working Capital”), together with reasonably detailed supporting information, (B) the personnelamount, accountantsif any, books by which the Closing Date Net Working Capital exceeds the Target Net Working Capital (the “Closing Date Net Working Capital Excess”), (C) the amount, if any, by which the Target Net Working Capital exceeds the Closing Date Net Working Capital (the “Closing Date Net Working Capital Deficiency”), (D) the amount of Cash on Hand as of the Measurement Time (the “Closing Cash”), (E) the Seller Transaction Expenses, (F) the Company Indebtedness, (G) the resulting re-calculation of the Initial Purchase Price calculated in accordance with Section 2.2(a) (Purchase Price) using the foregoing amounts as inputs (such result, the “Final Purchase Price”), (H) based on such amounts, the amount, if any, by which the Final Purchase Price exceeds the Initial Purchase Price (the “Purchase Price Deficit”), and records used (I) based on such amounts, the amount, if any, by which the Initial Purchase Price exceeds the Final Purchase Price (the “Purchase Price Overpayment”); provided, however, that any Seller Transaction Expense or Company Indebtedness that has been taken into account in the preparation calculation of Closing Cash shall not be double counted. (ii) From and after the delivery of the Closing Statement, Buyer shall provide Seller and its Representatives and advisors with reasonable access to the records and employees of the Company and shall cause the employees and Representatives of Buyer and its Affiliates (including, after Closing, the Company) to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Final Purchase Price as Seller and its Representatives shall reasonably request and that are reasonably available to Buyer and its Affiliates; provided, that such access does not unreasonably interfere with the normal operations of Buyer and its Affiliates (including the Company), shall be subject to customary confidentiality requirements, is permissible under applicable Law and does not jeopardize the health and safety of any employee of Buyer or its Affiliates (including the Company). (biii) Within 30 thirty (30) calendar days after BUYERSeller’s receipt of the Closing Statement, BUYER Seller shall notify SELLER Buyer in writing (the “Closing Statement Notice”) whether BUYER if Seller disagrees with the Closing Statement, which notice shall set forth in reasonable detail the items and amounts to which Seller objects (the “Objection Notice” and such items or amounts, the “Disputed Items”). If no such instead Seller provides a notice is received of agreement or does not deliver to Buyer an Objection Notice within such 30-day thirty (30)-day period, BUYER then Seller shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance of the Closing Statement, the Purchase Price will be adjusted to take into account the Closing Statement and (i) if the Purchase Price is increased, BUYER shall pay SELLER the amount of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof. (c) If BUYER disagrees with the Closing Statement, BUYER’s Closing Statement Notice shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLER’s receipt of BUYER’s notice of disagreement, the Parties will attempt to resolve said disagreement. Any dispute upon which the Parties cannot agree will be resolved by KPMG LLP (the “Accounting Firm”). The fees and expenses payable to the Accounting Firm will be borne by the Party that is further from the correct amount of Purchase Price than the other in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER calculations and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as set forth in the Closing Statement delivered by Buyer, which shall then be final, binding, and conclusive for all purposes. If any such Objection Notice is timely delivered, then Seller and Buyer shall each endeavor in good faith for a period of thirty (30) calendar days thereafter to resolve the Disputed Items. For the avoidance of doubt, any items or amounts on the Closing Statement not objected to by Seller in the Objection Notice (or not objected to by Buyer within the thirty (30)-calendar day period after receipt of an Objection Notice as a result of the items disputed by Seller in any such Objection Notice) shall be final, conclusive, and binding on the Parties. (iv) If, at the end of such thirty (30)-calendar day resolution period, Seller and Buyer are unable to resolve all Disputed Items, then Seller and Buyer shall each deliver to Deloitte & Touche LLP (or if such firm is unwilling or unable to serve, another nationally recognized accounting firm mutually agreed on by Seller and Buyer, the accounting firm ultimately chosen, the “Accountants”) the Objection Notice, the Closing Statement, their written position with respect to such Disputed Items remaining in dispute following such thirty (30) calendar day resolution period (and only such Disputed Items, the “Unresolved Disputed Items”), and any engagement, indemnity, and other agreements as the Accountants may reasonably require as a condition to such engagement within ten (10) calendar days of retaining the Accountants (the “Closing Statement Submission Deadline”). Seller and Buyer shall instruct the Accountants to deliver to Seller and Buyer a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accountants by Seller and Buyer, or their respective Affiliates) of, and the Accounting Firm Accountants’ engagement shall be limited to the resolution of, the Unresolved Disputed Items, which resolution shall be in accordance with this Agreement, and no other matter relating to the Closing Statement shall be subject to determination by the Accountants except to the extent affected by resolution of the Unresolved Disputed Items. In resolving any Unresolved Disputed Item, the Accountants (x) shall not be authorized assign a value to interpret any other provision of this Agreement Unresolved Disputed Item greater than the greatest value for such Unresolved Disputed Item claimed by Buyer or Seller or less than the smallest value for such Unresolved Disputed Item claimed by Buyer or Seller and (y) shall act as experts and not arbitrators and shall base their determinations solely on the submissions by Buyer and Seller, and not by independent review. The Parties shall, and shall cause their respective Affiliates (including, with respect to Buyer and the Company after the Closing Statement. Date) and Representatives to, cooperate diligently and in good faith with any reasonable request of the Accountants to resolve any Unresolved Disputed Item as soon as reasonably possible after the Accountants are engaged, including giving the Accountants access to all data and other information it reasonably requests for purposes of such resolution, other than such data or information that is covered by attorney-client privilege, the attorney work-product doctrine or similar protections; provided, however, that neither Party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement discussions or settlement offer made by either Party. The decision of the Accountants shall be made as soon as practicable, but in any event within twenty (d20) days after the Closing Statement Submission Deadline. The procedures described in this Section 3.2 are herein defined fees and expenses of the Accountants shall be allocated between Buyer, on the one hand, and Seller, on the other hand, so that the aggregate amount of such fees and expenses paid by each Party bears the same proportion to the total fees and expenses as the “Postaggregate dollar amount of items unsuccessfully disputed by such Party, if any (as determined by the Accountants), bears to the total dollar amount of items in dispute (e.g., if One Hundred Thousand Dollars ($100,000) were contested by Seller, and of that amount the Accountants awarded Seventy-Closing Purchase Price ReconciliationFive Thousand Dollars ($75,000) to Buyer and Twenty-Five Thousand Dollars ($25,000) to Seller, then Buyer would be responsible for twenty-five percent (25%), and Seller would be responsible for seventy-five percent (75%) of the costs, fees, and expenses of the Accountants). The determination of the Accountants shall be final, binding, and conclusive for all purposes, absent manifest error or fraud.”

Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable practicable, but in any case within ninety (90) days following the Closing Date, Purchaser shall prepare and in any event within 120 days thereafter, SELLER will deliver to BUYER Seller a closing statement (the “Closing Statement”) prepared using the same practices and methodologies used in the preparation ), setting forth Purchaser’s good faith calculation of the financial statements of Aggregate Adjustment and setting forth the Controlled Entities for amount that would be owed by Purchaser or Seller after comparing the calculation of: (i) the Net Working Capital Adjustment to the Estimated Net Working CapitalCapital Adjustment; (ii) the Cash and Cash Equivalents to the Estimated Cash and Cash Equivalents; (iii) the Closing Debt to the Estimated Debt; and (iv) the Closing Transaction Fees and Expenses to the Estimated Transaction Fees and Expenses, setting forth in reasonable detail each case, together with reasonably detailed supporting information. Purchaser shall prepare the proposed final calculation Closing Statement and the Aggregate Adjustment in accordance with the Applicable Accounting Principles and the terms of Final Net Working Capital this Agreement. For the purpose of preparing the Closing Statement, identification of the Company Entities’ inventory as of the Effective Time shall be determined based upon a physical inventory count jointly conducted by Purchaser and the Company Entities immediately prior to the Closing Date(which physical inventory shall be valued in accordance with the Company’s past practices). (b) Seller shall have forty-five (45) days from the date of its receipt of the Closing Statement to review the Closing Statement as to the calculation and amount of the Aggregate Adjustment reflected thereon. SELLER Purchaser shall provide BUYER to Seller and its Representatives reasonable access to the personnelall work papers, accountants, books documentation and records data prepared or used by Purchaser and its Representatives in connection with the preparation of the Closing Statement. (b) Within 30 days after BUYERStatement and Purchaser’s receipt proposed calculation of the Aggregate Adjustment, provided that any work papers, documentation and data prepared by any certified public accountants shall be made available subject to Seller’s execution and delivery of a non-reliance, release or other agreement required by the certified public accountants preparing such papers, documentation or data. If Seller disputes any amounts shown on the Closing Statement, BUYER shall notify SELLER in writing then Seller must give to Purchaser, prior to the expiration of such thirty (the 30)-day review period, a written notice (a “Closing Statement Dispute Notice”) whether BUYER disagrees with setting forth Seller’s calculation of the Aggregate Adjustment and describing in reasonable detail the basis (including for each component of the Aggregate Adjustment, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Seller does not deliver a Dispute Notice that contains Seller’s calculation of the Aggregate Adjustment to Purchaser within such thirty (30)-day period, then the Closing Statement. If no such notice is received within such 30-day period, BUYER Statement (and the determination of the Aggregate Adjustment therein) prepared and delivered by Purchaser shall be deemed to have accepted be the Closing Statement. Upon actual or deemed acceptance of the final Closing Statement, the Purchase Price final Closing Date Net Working Capital, the final Cash and Cash Equivalents, the final Closing Debt and the final Closing Transaction Fees and Expenses. Any component not disputed in the Dispute Notice will be adjusted deemed to take into account the Closing Statement have been accepted by Seller and (i) if the Purchase Price is increasedshall be treated as final, BUYER shall pay SELLER the amount of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof conclusive and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof. (c) binding. If BUYER disagrees Seller delivers a timely Dispute Notice in accordance with the Closing Statementforegoing, BUYER’s Closing Statement Notice Purchaser and Seller shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLER’s receipt of BUYER’s notice of disagreement, the Parties will attempt negotiate in good faith to resolve said disagreementsuch dispute. Any dispute Seller will provide Purchaser and its Representatives’ reasonable access upon which the Parties cannot agree will be resolved reasonable prior notice to all work papers, documentation and data prepared or used by KPMG LLP (the “Accounting Firm”). The fees and expenses payable to the Accounting Firm will be borne by the Party that is further from the correct amount of Purchase Price than the other Seller in the disagreement over such calculation. The Accounting Firmpreparation of Seller’s determination proposed calculation of the disputed items shall be final and binding upon BUYER and SELLER and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as set forth in the Closing Statement Notice, and the Accounting Firm shall not be authorized to interpret any other provision of this Agreement or the Closing StatementAggregate Adjustment reasonably requested by Purchaser. (d) The procedures described in this Section 3.2 are herein defined as the “Post-Closing Purchase Price Reconciliation.”

Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 120 90 days thereafter, SELLER will Purchaser shall deliver to BUYER Seller a closing statement (the “Closing Statement”) prepared ), setting forth Purchaser’s good faith calculation of the Aggregate Adjustment. Purchaser shall prepare the Closing Statement and the Aggregate Adjustment in accordance with the illustrative calculation included on Schedule 2.3 using the same practices methodologies, practices, policies and methodologies judgments as were used in the preparation of the financial statements of Financial Statements, except as otherwise provided in this Agreement, including Schedule 2.3, or as otherwise mutually agreed by the Controlled Entities for the Estimated Net Working Capital, setting forth Parties in reasonable detail the proposed final calculation of Final Net Working Capital as of the Effective Closing Date. SELLER shall provide BUYER access to the personnel, accountants, books and records used in the preparation of the Closing Statementwriting. (b) Within 30 days after BUYERSeller’s receipt of the Closing Statement, BUYER Seller shall notify SELLER Purchaser in writing (the “Closing Statement Notice”) whether BUYER Seller agrees or disagrees with the Closing Statement. If no Purchaser does not receive such notice is received within such 30-day period, BUYER it shall be deemed to have that Seller has accepted the Closing StatementStatement with respect to all items set forth therein as of the expiration of such 30-day period. Upon actual If Seller accepts (or is deemed acceptance of to accept, as provided in the immediately preceding sentence) the Closing Statement, Purchaser or Seller, as appropriate, shall, within five Business Days of such acceptance (or deemed acceptance), make the Purchase Price will be adjusted to take into account the Closing Statement and following adjustments: (i) if the Purchase Price Aggregate Adjustment is increasedgreater than the Estimated Aggregate Adjustment, BUYER Purchaser shall pay SELLER the amount to Seller such excess in cash (by means of such increase plus interest at the Interest Rate by federal funds wire or interbank transfer of in immediately available funds within three Business Days thereof and funds), or (ii) if the Purchase Price Aggregate Adjustment is decreasedless than the Estimated Aggregate Adjustment, SELLER Seller shall pay to BUYER Purchaser such difference in cash (by means of federal funds wire or interbank transfer in immediately available funds). In the amount event that any payment required by this Section 2.4(b) is not made by the appropriate Party when due pursuant to the terms of this Section 2.4(b), such decrease plus payment shall accrue interest from the date such payment was due at the Interest Rate lesser of (A) 5% per annum and (B) the maximum rate permitted by wire transfer applicable Law. The due date for such payment shall be either (y) if Seller accepts (or is deemed to accept) the Closing Statement pursuant to this Section 2.4(b), the end of immediately available funds within three Business Days thereofthe five-day period provided for in this Section 2.4(b) after Seller’s acceptance (or deemed acceptance) or (z) if Seller timely notifies Purchaser that Seller disagrees with Purchaser’s calculation of the Aggregate Adjustment, the end of the five-day period provided for in Section 2.4(d). (c) If BUYER Seller notifies Purchaser within the time period set forth in Section 2.4(b) that Seller disagrees with Purchaser’s calculation of the Aggregate Adjustment set forth in the Closing Statement, BUYERthe notice delivered by Seller pursuant to Section 2.4(b) (a “Seller Notice of Disagreement”) shall specify Seller’s calculation of the Aggregate Adjustment and shall specify in reasonable detail the items or amounts as to which Seller disagrees and the nature and extent of such disagreement. Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement Notice and the Aggregate Adjustment. Purchaser and Seller shall specify and quantify the values with which BUYER disagrees. For have a period of 30 days from SELLERPurchaser’s receipt of BUYER’s notice the Seller Notice of disagreement, Disagreement to resolve any disagreement specified therein. Any disputed amounts that cannot be agreed to by the Parties will attempt to resolve said disagreement. Any dispute upon which within 30 days after Purchaser’s receipt of the Parties cannot agree will Seller Notice of Disagreement shall be resolved determined by KPMG LLP (the “Accounting Firm”). The determination by the Accounting Firm (or any other accounting firm designated by the Accounting Firm as set forth below) shall be completed within 60 days after such assignment is given to and accepted by the Accounting Firm and shall be final and binding on Seller and Purchaser. If for any reason the Accounting Firm is unable to act in such capacity, such determination will be made by any other nationally recognized accounting firm that is not the primary accounting firm for any of Seller, Purchaser or their respective Affiliates, selected by the Accounting Firm. Purchaser agrees that it will cause the Acquired Company to, and Purchaser and Seller agree that they will use their Commercially Reasonable Efforts to cause their respective independent accountants to, cooperate and assist in the preparation of the conduct of the audits and reviews referred to in this Section 2.4(c), including the making available to the extent necessary of books, records, work papers and personnel. The fees and expenses payable to the Accounting Firm will be borne (or any other accounting firm designated by the Party that is further from Accounting Firm) in connection with determining the correct amount of Purchase Price than the other difference, if any, in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as Aggregate Adjustment set forth in the Closing Statement Notice, as finally determined pursuant to this Section 2.4(c) (the “Final Adjustment Amount”) shall be split equally between Purchaser and the Accounting Firm shall not be authorized to interpret any other provision of this Agreement or the Closing StatementSeller. (d) The procedures Within five Business Days of the date on which the last disputed item required to determine the Final Adjustment Amount is resolved by the Accounting Firm or otherwise agreed to by Purchaser and Seller, Purchaser or Seller, as appropriate, shall make the payments described in this Section 3.2 are herein defined as the “Post-Closing Purchase Price Reconciliation2.4(b) hereof.”

Post-Closing Purchase Price Reconciliation. (ai) As soon as reasonably practicable following Within ninety (90) days of the Closing Date, Buyers’ Representative shall prepare in good faith and in any event within 120 days thereafter, SELLER will deliver to BUYER Sellers’ Representative a closing statement (the “Closing Statement”) prepared using the same practices and methodologies used in the preparation of the financial statements of the Controlled Entities for the Estimated Net Working Capital), setting forth in reasonable detail the a reasonably detailed proposed final calculation of Final Net Working Capital the Inventory as of the Effective Closing DateDate (the “Closing Date Inventory”), and the Closing Date Inventory Adjustment Amount, together with reasonably detailed supporting information. SELLER If the Closing Date Inventory is less than the Target Inventory, the amount equal to such difference is the “Closing Date Inventory Deficiency.” If the Closing Date Inventory is greater than the Target Inventory, the amount equal to such difference is the “Closing Date Inventory Excess.” The Closing Date Inventory Excess, if any, shall provide BUYER access to be capped at One Hundred Thousand Dollars ($100,000). (ii) From and after the personnel, accountants, books and records used in the preparation delivery of the Closing Statement, Buyers’ Representative shall provide Sellers’ Representative reasonable access to the records and employees of Buyers and their Affiliates and shall cause the employees of Buyers and their Affiliates to cooperate in all reasonable respects with Sellers’ Representative in connection with its review of such work papers and other documents and information relating to the calculation of the Closing Date Inventory, as Sellers’ Representative shall reasonably request and that are available to Buyers and their Affiliates. (biii) Within 30 thirty (30) days after BUYERSellers’ Representative’s receipt of the Closing Statement, BUYER Sellers’ Representative shall notify SELLER in writing (the “Closing Statement Notice”) whether BUYER Buyers’ Representative if Sellers’ Representative disagrees with the Closing Statement, which notice shall set forth in reasonable detail the particulars of such disagreement (the “Objection Notice”). If no such Sellers’ Representative provides a notice is received of agreement or does not deliver to Buyers’ Representative an Objection Notice within such 30-day thirty (30)-day period, BUYER then Sellers’ Representative shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance of the Closing Statement, the Purchase Price will be adjusted to take into account the Closing Statement and (i) if the Purchase Price is increased, BUYER shall pay SELLER the amount of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof. (c) If BUYER disagrees with the Closing Statement, BUYER’s Closing Statement Notice shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLER’s receipt of BUYER’s notice of disagreement, the Parties will attempt to resolve said disagreement. Any dispute upon which the Parties cannot agree will be resolved by KPMG LLP (the “Accounting Firm”). The fees and expenses payable to the Accounting Firm will be borne by the Party that is further from the correct amount of Purchase Price than the other in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER calculations and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as set forth in the Closing Statement Noticedelivered by Buyers’ Representative, which shall then be final, binding and conclusive for all purposes hereunder. If any such Objection Notice is timely delivered, then Sellers’ Representative and Buyers’ Representative shall each endeavor for a period of thirty (30) days thereafter to resolve in good faith any disagreements with respect to the Accounting Firm shall not be authorized to interpret any other provision of this Agreement or calculations in the Closing Statement. (div) The procedures described in this Section 3.2 If, at the end of the thirty (30)-day resolution period, Sellers’ Representative and Buyers’ Representative are herein defined unable to resolve any disagreement between them with respect to the preparation of the Closing Statement, then each such Party shall deliver simultaneously to KPMG LLP (or if such firm is unwilling or unable to serve, another nationally recognized accounting firm mutually agreed on by such Parties, the accounting firm ultimately chosen, the “Accountants”) the Objection Notice, the Closing Statement and any engagement, indemnity and other agreements as the Accountants may require as a condition to such engagement (each a “Post-Submission”) within five (5) days of retaining the Accountants (the “Closing Purchase Price ReconciliationStatement Submission Deadline”). Such Parties shall instruct the Accountants to deliver to the Parties a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accountants by the Parties, or their respective Affiliates) of, and the Accountants’ engagement shall be limited to the resolution of, disputed amounts set forth in the Closing Statement that have been identified by Sellers’ Representative in the Objection Notice, which resolution shall be in accordance with this Agreement, and no other matter relating to the Closing Statement shall be subject to determination by the Accountants except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accountants shall not assign a value to any item greater than the greatest value for such item claimed by Buyers’ Representative or Sellers’ Representative or less than the smallest value for such item claimed by Buyers’ Representative or Sellers’ Representative. Such Parties shall cooperate diligently with any reasonable request of the Accountants to resolve any disputed matter as soon as reasonably possible after the Accountants are engaged. If possible, the decision of the Accountants shall be made within twenty (20) days after the Closing Statement Submission Deadline. The fees and expenses of the Accountants shall be allocated by the Accountants between Buyers, on the one hand, and Sellers and Flotek, jointly and severally, on the other hand, so that the aggregate amount of such fees and expenses paid by Sellers bears the same proportion to the total fees and expenses as the aggregate dollar amount of items unsuccessfully disputed by Sellers’ Representative, if any (as determined by the Accountants), bears to the total dollar amount of items in dispute, and Buyers shall pay the remainder of such fees and expenses, if any. The determination of the Accountants shall be final, binding and conclusive for all purposes hereunder, absent manifest error or fraud.”

Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following Prior to or on the date that is sixty (60) days after the Closing Date, Buyers shall prepare and in any event within 120 days thereafter, SELLER will deliver to BUYER Sellers a closing statement (the “Closing Adjustment Statement”) prepared using that shall set forth Buyers’ calculation, as of the same practices Adjustment Time, of each of the Purchase Price Adjustments determined in accordance with the definitions of Closing Net Capital Expenditure, Closing Net Indebtedness and methodologies Closing Working Capital. Buyers’ calculation of each of the Purchase Price Adjustments shall be determined in accordance with this Agreement and GAAP applied on a basis consistent with past practice and the principles used in the preparation of the financial statements of the Controlled Entities for the Estimated Net Working Capital, setting forth in reasonable detail the proposed final calculation of Final Net Working Capital as of the Effective Closing Date. SELLER shall provide BUYER access BGCT Financial Statements (without giving effect to the personnel, accountants, books and records used in the preparation of the Closing StatementTransactions). (b) Within 30 days On or prior to the thirtieth (30th) day after BUYER’s receipt of the Closing Adjustment Statement, BUYER Sellers shall notify SELLER in writing deliver written notice to Buyers specifying any disputed items (the “Closing Statement NoticeInitial Reconciliation Disputes”) whether BUYER disagrees with and the Closing Statementbasis therefor and amount thereof. If no such notice is received within such 30-Sellers fail to notify Buyers of any Initial Reconciliation Disputes on or prior to the thirtieth (30th) day periodafter receipt of the Adjustment Statement, BUYER the Adjustment Statement shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance by Sellers and shall be final, binding, conclusive and nonappealable for all purposes of the Closing Statement, the Purchase Price will be adjusted to take into account the Closing Statement and (i) if the Purchase Price is increased, BUYER shall pay SELLER the amount of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereofthis Agreement. (c) If BUYER disagrees Sellers notify Buyers of any Initial Reconciliation Disputes in accordance with Section 2.5(b), then Buyers and Sellers shall, over the Closing Statementthirty (30) days following the date of such notice (the “Resolution Period”), BUYER’s Closing Statement Notice shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLER’s receipt of BUYER’s notice of disagreement, the Parties will attempt in good faith to resolve said disagreementthe Initial Reconciliation Disputes, and any written resolution by them as to any disputed item shall be final, binding, conclusive and nonappealable for all purposes of this Agreement. Any If, at the conclusion of the Resolution Period, Buyers and Sellers have not reached an agreement on the disputed items, then all Initial Reconciliation Disputes then remaining in dispute upon (the “Final Reconciliation Disputes”) shall be submitted by Sellers and Buyers to a nationally recognized independent auditor that is not the independent auditor for any Party and as to which the Parties cannot shall reasonably agree will be resolved by KPMG LLP prior to expiration of the Resolution Period (the “Accounting FirmNeutral Auditor”). The All fees and expenses payable relating to the Accounting Firm will work, if any, to be performed by the Neutral Auditor pursuant to this Section 2.5 shall be borne by Sellers, on the one hand, and by Buyers, on the other hand, based upon the percentage that the amount not ultimately awarded to such Parties by the Neutral Auditor bears to the amount actually contested by such Parties in the Final Reconciliation Disputes. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any Final Reconciliation Disputes hereunder before the Neutral Auditor shall be borne by the Party that is further from Parties incurring such cost and expense. With respect to each disputed line item of Closing Net Capital Expenditure, Closing Net Indebtedness and Closing Working Capital, the correct amount Neutral Auditor’s final determination, if not in accordance with the position of Purchase Price either Sellers, on the one hand, or Buyers, on the other hand, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Buyers in their respective calculation of Closing Net Capital Expenditure, Closing Net Indebtedness and Closing Working Capital or the corresponding amount claimed by Sellers in their initial notice of dispute delivered by Sellers pursuant to Section 2.5(b). For the avoidance of doubt, the Neutral Auditor shall not review any line item or make any determination with respect to any matter other in than the disagreement over such calculationFinal Reconciliation Disputes. The Accounting Firm’s determination Parties shall instruct the Neutral Auditor to render its reasoned written decision, acting as an expert in accounting and not as an arbitrator, as soon as practicable but in no event later than sixty (60) days after its engagement (which engagement shall be made no later than ten (10) Business Days after the end of the disputed items Resolution Period). Such decision shall be final made on the basis of the accounting and binding upon BUYER other principles, procedures, policies and SELLER and the Parties hereby waive any and all rights to dispute such resolution methods used by Sellers in any mannerpreparing their statement contemplated by Section 2.4, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as be set forth in a written statement delivered to Sellers and Buyers and shall be final, binding, conclusive and nonappealable for all purposes hereunder. Notwithstanding anything else contained herein, no Party may assert that any award issued by the Neutral Auditor is unenforceable because it has not been timely rendered. The term “Final Adjustment Statement” shall mean the definitive Adjustment Statement setting forth the final determination of each of the Purchase Price Adjustments, determined in accordance with the definitions of Closing Statement NoticeNet Capital Expenditure, Closing Net Indebtedness and Closing Working Capital resulting from (i) agreement by Sellers and Buyers during the Accounting Firm shall not be authorized Resolution Period or otherwise, (ii) a deemed acceptance pursuant to interpret any other provision of this Agreement Section 2.5(b) or (iii) the Closing Statement. (d) The procedures described determination by the Neutral Auditor in accordance with this Section 3.2 are herein defined as the “Post-Closing Purchase Price Reconciliation2.5(c).”