Common use of Post-Closing Reconciliation Clause in Contracts

Post-Closing Reconciliation. Within 30 days after the first Collection Date referred to in Section 3.8, the Purchaser shall deliver to the Shareholders a certificate certified by it to be true and complete, of the following reconciling items as of the Effective Time of the Merger: (i) Any trade or accounts payable of the Company or any Subsidiary outstanding at the Effective Time of the Merger, or other Closing Date Liabilities (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A); (ii) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties prior to the Closing Date; and (iv) the non-preneed and non-trusted cash balances of the Company and the Subsidiaries that, despite the Shareholders' best efforts to reduce such balances to below $250,000 by the Effective Time of the Merger, is in excess of such amount and therefore has not been added to the Merger Consideration under Section 3.1(c)(A). Based upon a reconciliation of the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising prior to the Effective Time of the Merger. If, based upon such reconciliation, the Merger Consideration shall be increased, the Purchaser shall pay to the Shareholders the amount of such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the amount of such decrease within 30 days after such reconciliation.

Post-Closing Reconciliation. Within 30 days after (a) Following the first Collection Date referred to in Section 3.8Closing, the Purchaser Purchase Price shall deliver be adjusted on a dollar-for-dollar basis to reflect any difference between the Shareholders a certificate certified by it to be true Preliminary Net Working Capital and complete, the actual Net Working Capital of the following reconciling items Company as of the Effective Time Closing Date, as described in this Section 2.4. (b) Seller shall, within forty-five (45) days of the Merger: (i) Any trade or accounts payable Closing Date, prepare in accordance with GAAP and deliver to Buyer a consolidated balance sheet of the Company and its Subsidiaries with reasonable supporting documentation (the “Closing Financial Statement”) setting forth the Net Working Capital of the Company as of the Closing Date and the adjustment, if any, to the Purchase Price required by this Section 2.4. Seller shall cause all professional fees and expenses for accountants, lawyers and similar professional service providers who will have provided services to or for the benefit of Company or any Subsidiary outstanding at to invoice the Effective Time Company and Subsidiaries (as applicable) before the Closing for services provided and expenses incurred through the last day of the Mergermonth immediately preceding the month during which the Closing occurs, or other such that all such fees and expenses shall be reflected on the Closing Date Liabilities Financial Statement. If within thirty (including federal income tax liabilities30) days following delivery of the Closing Financial Statement Buyer has not given Seller written notice of its objection to the Closing Financial Statement (which notice must contain a reasonable statement of the basis of the objection), then the Closing Financial Statement shall be deemed to be the “Final Closing Financial Statement” and the Net Working Capital set forth therein shall be deemed to be the “Final Net Working Capital”. If Buyer gives such notice of objection, then Buyer and Seller shall negotiate in good faith and attempt to reach a mutually acceptable resolution of the issues in dispute within thirty (30) days following the delivery to Seller of such notice. If Buyer and Seller are not able to reach a mutually acceptable resolution within such thirty (30) day period, then the issues in dispute will be submitted to a national recognized accounting firm mutually acceptable to Buyer and Seller (the “Accountants”) for resolution. If issues in dispute are submitted to the extent not deducted from Accountants for resolution, (i) each party will furnish to the Merger Consideration pursuant Accountants such work papers and other documents and information relating to Section 3.1(c)(Athe disputed issues as the Accountants may reasonably request and are available to that party (or its independent public accountants); , and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) Any proratable items described in Section 3.7the determination by the Accountants, as adjusted set forth in a notice delivered to reflect information regarding such prorations which became known after both parties by the Closing; Accountants, will be binding and conclusive on the parties; and (iii) non-trusted cemetery merchandise obligations Buyer will bear fifty percent (50%) and Seller will bear fifty percent (50%) of the fees of the Accountants for lawn cryptssuch determination. If Buyer has given a notice of objection in accordance with this Section 2.4(b), markers and granite basesthe Closing Financial Statement, which as agreed by the parties or modified by resolution of any disputes with respect thereto by the Accountants, shall be reconciled in a manner the “Final Closing Financial Statement” and the Net Working Capital set forth therein shall be deemed to be mutually determined among the parties prior to the Closing Date; and“Final Net Working Capital”. (ivc) On the non-preneed and non-trusted cash balances fifth (5th) Business Day following the final determination of the Company and Final Closing Financial Statement, if the Subsidiaries thatFinal Net Working Capital is greater than the Preliminary Net Working Capital, despite Buyer will pay such difference to Seller in immediately available funds. (d) On the Shareholders' best efforts to reduce such balances to below $250,000 by fifth (5th) Business Day following the Effective Time final determination of the MergerFinal Closing Financial Statement, is in excess of such amount and therefore has not been added to the Merger Consideration under Section 3.1(c)(A). Based upon a reconciliation of the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising prior to the Effective Time of the Merger. If, based upon such reconciliation, the Merger Consideration shall be increased, the Purchaser shall pay to the Shareholders the amount of such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreasedFinal Net Working Capital is less than the Preliminary Net Working Capital, the Shareholders shall Seller will pay such difference to the Purchaser the amount of such decrease within 30 days after such reconciliationBuyer in immediately available funds.

Post-Closing Reconciliation. Within 30 (a) As soon as reasonably practicable after the Closing Date, and in any event within sixty (60) days after the first Collection Date referred to in Section 3.8Closing Date, the Purchaser Parent shall prepare and deliver to the Shareholders Securityholder Representative a certificate certified by it to be true and complete, statement (the “Post-Closing Statement”) that shall set forth a calculation of the following reconciling items as of the Effective Time of the Merger: (i) Any trade or accounts payable (A) the Closing Cash; (B) the Closing Indebtedness, (C) the Closing Net Working Capital and (D) the Unpaid Transaction Expenses, (ii) (X) a calculation of the Initial Merger Consideration based on the amounts set forth in the foregoing clause (i) and (Y) the corresponding Post-Closing Deficit Amount or Post-Closing Surplus Amount, as applicable, and (iii) the Company or any Subsidiary outstanding at TTM Revenue Target, in each case accompanied by reasonably detailed back-up documentation for such calculations. Parent shall prepare the Effective Time Post-Closing Statement in accordance with the Accounting Principles, subject to appropriate modifications to take into account the definitions of the Mergervarious items to be included in the Post-Closing Statement as set forth herein. (b) After the Securityholder Representative’s receipt of the Post-Closing Statement, or other Parent shall, and shall cause its Representatives to, use commercially reasonable efforts to cooperate with the Securityholder Representative and its Representatives to provide them with information used in preparing the Post-Closing Date Liabilities Statement reasonably requested by the Securityholder Representative and its Representatives, and the Securityholder Representative and its Representatives shall be permitted to review Parent’s working papers and the working papers of Parent’s independent accountants, if any, relating to the preparation of the Post-Closing Statement and the calculation of (including federal income tax liabilities)i) the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital, the Unpaid Transaction Expenses and the calculation of the Initial Merger Consideration calculated based thereon and (ii) the Company TTM Revenue Target after signing a customary confidentiality and non-reliance agreement relating to such access to working papers in form and substance reasonably acceptable to Parent’s independent accountants, to the extent required by such accountants, which confidentiality and non-reliance agreement shall not deducted prohibit the Securityholder Representative from communicating any such information with the Merger Consideration pursuant Indemnifying Securityholders who have a need to Section 3.1(c)(A);know such information, provided that, any such recipients are subject to confidentiality obligations with respect thereto, as well as the relevant books and records of the Company, and Parent shall cause the Company and its Representatives to use commercially reasonable efforts to assist the Securityholder Representative and its Representatives in their reasonable review of the Post-Closing Statement. (iic) Any proratable items described The Securityholder Representative shall notify Parent in Section 3.7writing (the “Notice of Adjustment Disagreement”) within thirty (30) days of the Securityholder Representative’s receipt of the Post-Closing Statement (the “Adjustment Review Period”) if the Securityholder Representative disagrees with any portion of the Post-Closing Statement. The Notice of Adjustment Disagreement shall set forth in reasonable detail the basis for such disagreement, as adjusted the amounts involved and the Securityholder Representative’s proposed adjustments to reflect information regarding such prorations which became known after the Closing; (iii) nonPost-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties Closing Statement with reasonably detailed supporting documentation. If no Notice of Adjustment Disagreement is received by Parent on or prior to the expiration date of the Adjustment Review Period, then the Post-Closing Date; andStatement and all amounts set forth therein shall be deemed to have been accepted by the Securityholder Representative and shall become final and binding upon the parties hereto and the Indemnifying Securityholders for all purposes under this Agreement. (ivd) During the nonthirty (30) days immediately following the delivery of a Notice of Adjustment Disagreement (the “Adjustment Resolution Period”), if any, the Securityholder Representative and Parent shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Adjustment Disagreement. Any items agreed to by the Securityholder Representative and Parent in a written agreement executed and delivered by each of the Securityholder Representative and Parent, together with any items not disputed or objected to by the Securityholder Representative in the Notice of Adjustment Disagreement, are collectively referred to herein as the “Resolved Matters.” If at the end of the Adjustment Resolution Period, the parties have been unable to resolve any differences they may have with respect to the matters specified in the Notice of Adjustment Disagreement, the Securityholder Representative and Parent, or either of them, shall refer all matters in the Notice of Adjustment Disagreement other than the Resolved Matters (the “Unresolved Matters”) to an independent certified public accounting firm in the United States of national recognition mutually agreeable to the Securityholder Representative and Parent (the “Independent Accountant”). Within thirty (30) days after the submission of such matters to the Independent Accountant, the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on the parties hereto for all purposes under this Agreement, of the appropriate amount of each of the Unresolved Matters. With respect to each Unresolved Matter, such determination, if not in accordance with the position of either the Securityholder Representative or Parent, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Securityholder Representative in the Notice of Adjustment Disagreement or Parent in the Post-preneed Closing Statement with respect to such Unresolved Matter. For the avoidance of doubt, the Independent Accountant shall not review any line items in the Post-Closing Statement or make any determination with respect to any matter other than the Unresolved Matters. During the review by the Independent Accountant, Parent and non-trusted cash balances the Securityholder Representative shall use commercially reasonable efforts to make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under this Section 2.13(d); provided, that the external accountants of Parent or the Company shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. The fees and expenses of the Independent Accountant shall be borne by Parent and the Securityholder Representative (on behalf of the Company and Securityholders) based on the Subsidiaries that, despite the Shareholders' best efforts to reduce such balances to below $250,000 by the Effective Time inverse of the Merger, is in excess percentage that the Independent Accountant’s resolution of the disputed items covered by such amount and therefore has not been added Notice of Adjustment Disagreement (before such allocation) bears to the Merger Consideration under Section 3.1(c)(A). Based upon a reconciliation of the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising prior to the Effective Time of the Merger. If, based upon such reconciliation, the Merger Consideration shall be increased, the Purchaser shall pay to the Shareholders the total amount of such increase in cash within 30 days after such reconciliationdisputed items as originally submitted to the Independent Accountant (for example, and if the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the total amount of such decrease within 30 days after such reconciliationdisputed items as originally submitted to the Independent Accountant equals One Thousand Dollars ($1,000) and the Independent Accountant awards Six Hundred Dollars ($600) in favor of the Securityholder Representative’s position, sixty percent (60%) of the fees and expenses of the Independent Accountant would be borne by Xxxxxx and forty percent (40%) of the fees and expenses of the Independent Accountant would be borne by the Securityholder Representative (on behalf of the Company Securityholders)).

Post-Closing Reconciliation. (a) Within 30 sixty (60) days after the first Collection Date referred to in Section 3.8Closing Date, the Purchaser shall prepare in good faith and deliver to the Shareholders Seller a certificate certified by it to be true statement (the “Closing Statement”) setting forth the difference between Current Assets and completeCurrent Liabilities, of the following reconciling items determined as of the Effective Time close of business on the Merger: (i) Any trade or accounts payable of the Company or any Subsidiary outstanding at the Effective Time of the Merger, or other Closing Date Liabilities (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A); (ii) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties last Business Day immediately prior to the Closing Date; and, without giving effect to the transactions contemplated by this Agreement on a basis consistent with GAAP (such difference, the “Closing Date Net Working Capital Amount”). The Closing Statement shall be in reasonable detail and shall be accompanied by supporting documentation and work papers. (ivb) If the nonClosing Date Net Working Capital Amount as stated on the Closing Statement, after giving effect to the Estimated Working Capital True-preneed and non-trusted cash balances of the Company and the Subsidiaries that, despite the Shareholders' best efforts to reduce such balances to below $250,000 by the Effective Time of the MergerUp, is in excess of such less than zero, then the Seller shall pay to Purchaser an amount and therefore has not been added which is equal to the Merger Consideration under Section 3.1(c)(A)amount necessary to cause the Estimated Working Capital Amount to equal zero. Based upon a reconciliation of If the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8Net Working Capital Amount as stated on the Closing Statement, and for proratable items after giving effect to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising prior to the Effective Time of the Merger. IfEstimated Working Capital True-Up, based upon such reconciliationexceeds zero, the Merger Consideration shall be increased, the then Purchaser shall pay to the Shareholders Seller an amount in cash equal to such excess. Unless Seller issues a Dispute Notice, the amount due, if any, shall be paid by the applicable Party within ten (10) Business Days of delivery of the Closing Statement. Notwithstanding the foregoing, neither party shall be required to make a payment hereunder unless the required payment exceeds $ 10,000, in which case the full amount of the payment shall be made. (c) The Closing Statement will be final, conclusive and binding on the Parties unless the Seller provides a written notice (a “Dispute Notice”) to Purchaser no later than ten (10) Business Days after delivery of the Closing Statement setting forth in reasonable detail the nature of any disagreement so asserted and the estimated dollar amount of the disputed sums. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Parties. Purchaser and Seller will attempt to resolve the matters raised in a Dispute Notice in good faith. If any such matters remain unresolved by the date that is ten (10) Business Days after the date on which the Dispute Notice was delivered to the Purchaser, either the Purchaser or the Seller may provide written notice to the other that it elects to submit the disputed items to KPMG (Israel branch), or such other mutually agreeable, internationally recognized accounting firm who shall be independent and does not represent any of the Parties in any other matter (the “Neutral Firm”). The Neutral Firm will promptly review only those items and amounts (and may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party) specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount. The fees and expenses of the Neutral Firm shall be allocated and be paid by Purchaser and Seller, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Neutral Firm. The decision of the Neutral Firm with respect to the Closing Statement will be final, conclusive and binding on the Parties. The Neutral Firm’s decision shall be based solely on written submissions by Purchaser and Seller and their respective representatives and not by independent review. The Neutral Firm shall not hold any hearings, hear any oral testimony or otherwise seek or require any other evidence. Subject to the foregoing, Purchaser and Seller each agrees to use its commercially reasonable efforts to cooperate with the Neutral Xxxx and to cause the Neutral Firm to resolve any dispute no later than twenty (20) Business Days after 14 (45) engagement of the Neutral Firm. Any amount payable pursuant to this Section shall be paid within five (5) Business Days after the date on which such amount is determined to be payable by wire transfer of immediately available funds to the account designated by the recipient in writing provided, however, that Purchaser may, at its option, elect to receive any payment due to Purchaser pursuant to this Section (or any portion thereof) from the Escrow Fund, in which case Purchaser shall give written notice of such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreased, the Shareholders shall pay election to the Seller and Purchaser and Seller shall issue instructions to the Escrow Agent to release from the Escrow Fund an amount of Escrow Shares equal to the amount of such decrease within 30 days after such reconciliationdue Purchaser based on the Share Value determined immediately prior to the Closing Date.

Post-Closing Reconciliation. Within 30 one hundred twenty (120) days after the first Collection Date referred to in Section 3.8Closing Date, representatives of Transferor and Transferee shall cooperatively prepare a proposed initial statement of reconciliation (the Purchaser shall deliver “Initial Reconciliation”) itemizing the following: i. all of the items on the applicable Closing Statement; ii. all accounts payable actually collected by either Party; and iii. all other costs, charges and expenses paid by one Party that are properly allocable to the Shareholders a certificate certified other Party in accordance with the terms and provisions of this Agreement and to whom such amounts should be properly allocated. The Initial Reconciliation shall include appropriate detail to identify the items being adjusted and shall include all costs and expenses. A final reconciliation of all expenses, costs, charges, and service fees shall be prepared by it Transferor and delivered to be true and complete, of Transferee within one hundred eighty (180) days after the following reconciling items Closing Date or as soon thereafter as practicable (the “Final Reconciliation”). All amounts initially calculated or determined under this Agreement as of the Effective Time date of the Merger: (i) Any trade or accounts payable preparation of a schedule shall as part of the Company or any Subsidiary outstanding at the Effective Time of the Merger, or other Closing Date Liabilities (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A); (ii) Any proratable items described in Section 3.7, Initial Reconciliation and Final Reconciliation be adjusted so as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually calculated or determined among the parties prior to as of the Closing Date; and (iv) . Throughout the non-preneed period leading up to the Initial Reconciliation and non-trusted cash balances the Final Reconciliation, each Party shall provide to the other Party any information it may receive regarding the revenue and expense items. The Final Reconciliation shall appropriately reflect the net amount owed to Transferee or to Transferor as a result of such reconciliation. After approval of the Company and Final Reconciliation by both Parties, the Subsidiaries that, despite the Shareholders' best efforts Party determined to reduce such balances to below $250,000 by the Effective Time of the Merger, is in excess owe cash as a result of such amount and therefore has not been added Final Reconciliation shall promptly pay such cash to the Merger Consideration under Section 3.1(c)(A)other Party, by wire transfer of immediately available funds or as otherwise agreed. Based In the event the Parties have not agreed with respect to the adjustments required to be made pursuant to this Agreement within thirty (30) days following the Final Reconciliation date, upon request by any Party, a reconciliation of certified public accountant reasonably acceptable to the foregoing itemsParties shall determine any adjustments which have not theretofore been agreed to between such Parties, the Merger Consideration and such determination shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising prior to the Effective Time of the Merger. If, based upon such reconciliation, the Merger Consideration shall be increased, the Purchaser shall pay to the Shareholders the amount of such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the amount of such decrease within 30 days after such reconciliationbinding on all Parties.

Post-Closing Reconciliation. Within 30 (a) Certain Delayed Prorations. If any Tenants are required to pay Additional Rents or percentage rents, then, with respect to those Additional Rents for the 2016 calendar year which are not finally adjusted between the landlord and Tenant under any Lease until after the preparation of the Preliminary Proration Statement pursuant to Section 8.1(a) above, and for those percentage rents which have not been finally determined for the 2016 calendar year (or other applicable fiscal year under any Lease for the measurement of percentage rents during which the Closing occurs), Buyer shall submit to Seller, no later than March 31, 2017, an unaudited statement for the Property (a “Supplemental Proration Statement”) covering any such Additional Rents or any other items which have been finally adjusted between Buyer and such Tenants for the 2016 calendar year (provided that if percentage rents are measured over a different fiscal year a separate Supplemental Proration Statement shall be delivered ninety (90) days after the first Collection Date referred to end of such fiscal year), containing a calculation of the prorations of such Additional Rents and such other items, prepared based on the principles set forth in Section 3.88.1(a) above, provided that in making such adjustment, (i) with respect to Additional Rents, the Purchaser proration shall be made in proportion to the relative amounts of Additional Rents due Buyer and Seller based on the amounts of the charges incurred by each of them during their respective periods of ownership that are payable by the Tenants as Additional Rents under their respective Leases, and (ii) with respect to percentage rents, the aggregate amount of percentage rents payable for the entire 2016 calendar year (or other applicable fiscal year under any Lease for the measurement of percentage rents during which the Closing occurs), shall be prorated based on the number of days the Property is owned by Seller and the number of days the Property is owned by Buyer during such year. In order to enable Buyer to make any year-end reconciliations of Additional Rents with Tenants for the 2016 calendar year, following the Closing, Seller shall deliver to the Shareholders Buyer a certificate certified by it to be true and complete, final statement of the following reconciling items as of the Effective Time of the Merger: (i) Any trade or accounts payable all operating expenses for the Property which are actually paid by Seller and permitted to be passed through to Tenants as Additional Rents pursuant to the terms of each Tenant’s respective Lease, with respect to the portion of the Company or any Subsidiary outstanding at the Effective Time of the Merger, or other Closing Date Liabilities (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A); (ii) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties 2016 calendar year occurring prior to the Closing Date; and (iv“Seller’s 2016 Actual Operating Expenses”), together with copies of all documentation evidencing Seller’s 2016 Actual Operating Expenses, including copies of third-party invoices and copies of Seller’s books and records applicable thereto, and (ii) all estimated payments of Additional Rents received by Seller from Tenants with respect to the non-preneed and non-trusted cash balances portion of the Company and the Subsidiaries that, despite the Shareholders' best efforts to reduce such balances to below $250,000 by the Effective Time of the Merger, is in excess of such amount and therefore has not been added to the Merger Consideration under Section 3.1(c)(A). Based upon a reconciliation of the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising 2016 calendar year occurring prior to the Effective Time of the Merger. If, based upon such reconciliation, the Merger Consideration shall be increased, the Purchaser shall pay to the Shareholders the amount of such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the amount of such decrease within 30 days after such reconciliationClosing.

Post-Closing Reconciliation. Within 30 (i) No later than 60 days after the first Collection Date referred to in Section 3.8Closing Date, the Purchaser shall Buyer will prepare and deliver to Parent a statement (the Shareholders a certificate certified by it to be true and complete, “Preliminary Closing Statement”) setting forth Buyer’s calculation of each of the following reconciling items following, together with reasonably detailed documentation supporting its calculation: (A) the amount of Cash as of the Effective Time, (B) the amount of Net Working Capital as of the Effective Time, (C) the amount of Indebtedness as of the Effective Time and (D) the amount of Accrued Tax Liabilities as of the Merger:Effective Time. (iii) Any trade or accounts payable For the 30-day period following Parent’s receipt of the Company Preliminary Closing Statement (such 30-day period, the “Response Period”), Buyer will cooperate, and will cause the Companies and the Subsidiaries to cooperate, with Parent in the review of the Preliminary Closing Statement, including providing Parent and its representatives with reasonable access during normal business hours to the relevant books and records, including accounting work papers, pertaining to the Companies and the Subsidiaries and the finance employees of Buyer, the Companies and the Subsidiaries. At any time before the end of the Response Period, Parent may deliver a written objection to the amounts set forth in the Preliminary Closing Statement, specifying the item(s) and amount(s) in dispute, accompanied by materials showing in reasonable detail Parent’s support for its position (such notice and supporting materials, the “Objection Notice”), and Parent shall be deemed to have agreed with all other items and amounts contained in the Preliminary Closing Statement. (iii) If Parent delivers an Objection Notice to Buyer within the Response Period, Buyer and Parent will meet within 15 days after the delivery of the Objection Notice to discuss each other’s position and to attempt to resolve their differences. If Buyer and Parent are not able to resolve their differences at such meeting (or by any Subsidiary outstanding later date that Buyer and Parent may mutually agree upon), Buyer and Parent will prepare a single list of the items that remain in dispute (the “Disputed Items”); any items not set forth in the Disputed Items shall be deemed resolved, final and binding upon all of the parties hereto, and will be non-appealable and may be enforced by a court of competent jurisdiction. Buyer and Parent will separately prepare statements (the “Position Statements”) specifying in reasonable detail their respective positions on each of the Disputed Items (including the United States Dollar amount for each item). Buyer and Parent will exchange their Position Statements within 30 days after the Disputed Items list was prepared (such 30-day period, the “Exchange Period”). (iv) Following the end of the Exchange Period, either of Buyer or Parent may submit the Disputed Items (together with both Position Statements) to be resolved by Ernst & Young LLP or, if such firm is unable or unwilling to perform the #88810454v1 services required under this Section 2.3(c), such other nationally recognized independent accounting firm as is mutually agreed to by Buyer and Parent (the “Accounting Firm”), who shall act as an expert and not as an arbitrator. Regardless of whether Buyer or Parent submits the matter to the Accounting Firm for resolution, both Buyer and Parent will enter into the Accounting Firm’s standard engagement letter and both will instruct the Accounting Firm to resolve each Disputed Item (but no other items) as soon as practicable, but in any event within 60 days of being engaged. Buyer and Parent will cooperate with the Accounting Firm in all reasonable respects, but neither Buyer nor Parent will have ex parte meetings, teleconferences or other correspondence with the Accounting Firm, as it is intended for Buyer and Parent to be included in all discussions and correspondence with the Accounting Firm. In resolving each Disputed Item, the Accounting Firm will not assign a value to any item greater than the greatest value for such item claimed by either Buyer or Parent or less than the least value for such item claimed by either Buyer or Parent (as each item had been disclosed by Buyer or Parent to the other in its respective Position Statement, as amended in the manner provided below). If either Buyer or Parent fails to provide the other with its Position Statement within the Exchange Period or fails to enter into the Accounting Firm’s standard engagement letter, the Accounting Firm must resolve every Disputed Item in the manner set forth in the opposing party’s Position Statement. (v) If both Buyer and Parent present each other with their respective Position Statements within the Exchange Period, the Accounting Firm will schedule a hearing (which may occur on one or more Business Days) commencing on a Business Day within the 15-Business Day period following the end of the Exchange Period. At the hearing, the Accounting Firm will be permitted to ask questions of Buyer and Parent with respect to either or both Position Statements, and Buyer and Parent will each have an opportunity to explain their respective Position Statements, as well as their respective objections to the opposing party’s Position Statement. All questions and explanations at the Effective Time hearing will be conducted in a manner that Buyer and Parent are able to hear the responses and explanations of the Mergerother. Following the hearing, the Accounting Firm will give Buyer and Parent 10 days (the “Amendment Period”) to amend their respective Position Statements, if they desire, but if either party fails to deliver an amended Position Statement before the end of the Amendment Period, such party will be deemed to have elected not to amend its Position Statement. When amending their respective Position Statements, neither Buyer nor Parent will be permitted to raise new items of dispute or other Closing Date Liabilities (including federal income tax liabilities)new arguments not presented in such party’s initial Position Statement or to revise the amount of any Disputed Item in a manner that increases the aggregate adjustment requested relative to such party’s initial Position Statement. The Accounting Firm will notify Buyer and Parent in writing of its determination of each Disputed Item, together with a reasonably detailed explanation of its determination of each Disputed Item, and, to the extent not deducted from affected by the Merger Consideration pursuant to Section 3.1(c)(AAccounting Firm’s determination of the Disputed Item(s);, its calculation of (A) the amount of Cash as of the Effective Time, (B) the amount of Net Working Capital as of the Effective Time, (C) the amount of Indebtedness as of the #88810454v1 Effective Time and (D) the amount of Accrued Tax Liabilities as of the Effective Time. (iivi) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after The fees and expenses of the Closing;Accounting Firm will be paid one half by Buyer and one half by Parent. (iiivii) The determination of the Accounting Firm with respect to the Disputed Items will be final and binding upon the parties hereto, will be non-trusted cemetery merchandise obligations for lawn crypts, markers appealable and granite bases, which shall may be reconciled in enforced by a manner to be mutually determined among the parties prior to the Closing Date; andcourt of competent jurisdiction. (ivviii) the non-preneed and non-trusted cash balances The final amount of the Company and the Subsidiaries that, despite the Shareholders' best efforts to reduce such balances to below $250,000 by Cash as of the Effective Time (the “Final Cash”), the final amount of the Merger, is in excess of such amount and therefore has not been added to the Merger Consideration under Section 3.1(c)(A). Based upon a reconciliation of the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit Net Working Capital as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items to the extent of expenses arising after the Effective Time (the “Final Net Working Capital”), the final amount of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent Indebtedness as of expenses arising prior to the Effective Time (the “Final Indebtedness”) and the final amount of Accrued Tax Liabilities as of the Merger. IfEffective Time (the “Final Accrued Tax Liabilities”) will be: (A) As stated in the Preliminary Closing Statement, based upon if Parent fails to deliver an Objection Notice with respect thereto during the Response Period; or (B) If Parent delivers an Objection Notice with respect thereto during the Response Period, (1) the amount mutually agreed to by Buyer and Parent or (2) in the absence of such reconciliationagreement, the Merger Consideration shall be increasedamount determined by the Accounting Firm computed by using the line items agreed to by Buyer and Parent (i.e., the Purchaser shall pay line items that are not Disputed Items) and each Disputed Item as resolved by the Accounting Firm; provided that in the case of the preceding clause (2) if either Buyer or Parent fails to provide the Shareholders opposing party with its Position Statement or fails to enter into the amount of Accounting Firm’s standard engagement letter in the time periods specified under this Section 2.3(c), then each Disputed Item will be as stated in the opposing party’s Position Statement and the Final Cash, Final Net Working Capital, Final Indebtedness and Final Accrued Tax Liabilities, as applicable, will be determined on such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the amount of such decrease within 30 days after such reconciliationbasis.

Post-Closing Reconciliation. Within 30 As soon as practicable, but in any event within thirty (30) days after the first Collection Date referred to in Section 3.8Closing Date, the Purchaser shall Buyer will prepare and deliver to the Shareholders Seller a certificate certified by it to be true and complete, statement (the "Post-Closing Schedule") showing the Buyer's calculation of the following reconciling items Net Book Value as of the Effective Time close of business on the day immediately preceding the Closing Date (the "Closing Net Book Value"), all in reasonable detail. The calculation of the Merger: Closing Net Book Value shall be set out in the format attached hereto as Schedule B. The Post-Closing Schedule (iand each component thereof) Any trade shall be prepared on a basis consistent with the Financial Statements and in accordance with GAAP and shall include all material back-up or supporting data used in the preparation of the Post-Closing Schedule; provided, however, that for purposes of calculating the Closing Net Book Value (A) all accounts payable receivable that have arisen subsequent to June 30, 2005 and which have been accounted for as if they were held for sale shall be accounted for as if they were held for investment, with loan loss reserves provided therefor in accordance with GAAP and on a basis consistent with how the Company has accounted for its other receivables held for investment shown in the Financial Statements, and (B) if the BVCC Derivative has not been assigned by the Seller to the Company as of the close of business on the day immediately preceding the Closing Date, then the amount of the BVCC Derivative that is shown on the books and records of the Company or any Subsidiary outstanding at shall be excluded from the Effective Time calculation of the Merger, or other Closing Date Liabilities Net Book Value (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A); (ii) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties prior to the Closing Date; and (iv) the non-preneed and non-trusted cash balances of the Company and the Subsidiaries that, despite Parties agree that if the Shareholders' best efforts to reduce such balances to below $250,000 by the Effective Time of the Merger, is in excess of such amount and therefore BVCC Derivative has not been added so assigned and has been excluded from the calculation of the Closing Net Book Value then the Seller shall be entitled to cancel the BVCC Derivative and retain any and all benefits therefrom), provided, further, however, that for purposes of calculating the Closing Net Book Value, no adjustment shall be made to the Merger Consideration under Section 3.1(c)(Acarrying value of the Identified Receivables (including, without limitation, the establishment of any specific reserves with respect thereto). Based upon a reconciliation The Seller will, within ten (10) days of receipt of the foregoing itemsPost-Closing Schedule showing the Closing Net Book Value, and such back-up or supporting data, notify the Buyer of the Seller's acceptance of the Post-Closing Schedule or non-acceptance of the Post-Closing Schedule. If the Seller does not give notice of any disagreement with the Post-Closing Schedule within such ten (10) day period, then the Seller shall be deemed to have accepted the Post-Closing Schedule. If the Seller gives notice to the Buyer that the Seller does not agree with or accept the Post-Closing Schedule, the Merger Consideration Seller shall describe in such notice in reasonable detail the basis for the Seller's disagreement. The Buyer and the Seller will endeavor to resolve any disagreement within ten (10) days of the receipt by the Buyer of such notice. If the Buyer and the Seller are unable to resolve any such disagreement, the dispute shall be adjusted as hereafter providedpromptly referred to a reputable firm of independent accountants mutually agreed upon by the Buyer and the Seller (the "Accountants"), whose costs shall be divided between the Buyer and the Seller pro rata based upon the discrepancy between the amounts in dispute claimed versus the amount in dispute determined to be properly included in (or excluded from) the Closing Net Book Value. The Shareholders decision of the Accountants shall be given credit as rendered within forty-five (45) days of the referral of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items matter to the extent of expenses arising after Accountants and the Effective Time decision of the Merger; Accountants shall be final and binding on the Buyer and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising prior to the Effective Time of the Merger. If, based upon such reconciliation, the Merger Consideration shall be increased, the Purchaser shall pay to the Shareholders the amount of such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the amount of such decrease within 30 days after such reconciliationSeller.

Post-Closing Reconciliation. Within 30 With respect to those Additional Rents for the 2014 calendar year which are not finally adjusted between the landlord and any Space Tenant under any Space Lease until after the preparation of the Preliminary Proration Statement pursuant to Section 9.4(a) above, and for those percentage rents which have not been finally determined for the 2014 calendar year (or other applicable fiscal period under any Space Lease for the measurement of percentage rents during which the Closing occurs), Purchaser shall submit to Seller, no later than April 30, 2015, an unaudited statement for the Premises (a “Supplemental Proration Statement”) covering any such Additional Rents and percentage rents which have been finally adjusted between Purchaser and such Space Tenant for the 2014 calendar year (provided that if percentage rents are measured over a different fiscal period for any Space Tenant, a separate Supplemental Proration Statement shall be delivered for each such Space Tenant within ninety (90) days after the first Collection Date referred to end of the applicable fiscal period) containing a calculation of the prorations of such Additional Rents and percentage rents on the basis of a 365-day year (or, in Section 3.8the case of percentage rents based on a fiscal period of other than a year, the number of days in such fiscal period), provided that (x) the adjustment to be made pursuant to the Supplemental Proration Statement (I) shall take into account the adjustment of such items made on the Preliminary Proration Statement in accordance with Section 9.4(a) and Section 9.4(b)(i) above, (II) with respect to Additional Rents, shall be made in proportion to the relative amounts of Additional Rents due Purchaser and Seller based on the amounts of the charges incurred by each of them during their respective periods of ownership for items that are payable by the Space Tenants as Additional Rents under their respective Space Leases, (III) with respect to percentage rents, the aggregate amount of percentage rents payable for the entire 2014 calendar year (or other applicable fiscal period under any Space Lease for the measurement of percentage rents during which the Closing occurs), shall be prorated based on the number of days the Premises is owned by Seller and the number of days the Premises is owned by Purchaser during such year and (y) the parties shall exclude any Additional Rents arising from increased real property taxes for the Premises to the extent such increase results from Purchaser’s purchase of the Premises. In order to enable Purchaser to make any year-end reconciliations of Additional Rents, following the Closing, Seller shall deliver to the Shareholders Purchaser a certificate certified by it to be true and complete, final statement of the following reconciling items as of the Effective Time of the Merger: (i) Any trade or accounts payable all operating expenses for the Premises which are actually paid by Seller and permitted to be passed through to Space Tenants as Additional Rents pursuant to the terms of each Space Tenant’s respective Space Lease, with respect to the portion of the Company or any Subsidiary outstanding at the Effective Time of the Merger, or other Closing Date Liabilities (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A); (ii) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties 2014 calendar year occurring prior to the Closing Date; and (iv“Seller’s 2014 Actual Operating Expenses”), together with copies of all documentation evidencing Seller’s 2014 Actual Operating Expenses, including copies of third-party invoices and copies of Seller’s books and records applicable thereto, and (ii) all estimated payments of Additional Rents received by Seller from Space Tenants with respect to the non-preneed and non-trusted cash balances portion of the Company and the Subsidiaries that, despite the Shareholders' best efforts to reduce such balances to below $250,000 by the Effective Time of the Merger, is in excess of such amount and therefore has not been added to the Merger Consideration under Section 3.1(c)(A). Based upon a reconciliation of the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising 2014 calendar year occurring prior to the Effective Time of the Merger. If, based upon such reconciliation, the Merger Consideration shall be increased, the Purchaser shall pay to the Shareholders the amount of such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the amount of such decrease within 30 days after such reconciliationClosing.

Post-Closing Reconciliation. Within 30 (a) Certain Delayed Prorations. If any Tenants are required to pay Additional Rents or percentage rents, then, with respect to those Additional Rents for the 2016 calendar year which are not finally adjusted between the landlord and Tenant under any Lease until after the preparation of the Preliminary Proration Statement pursuant to Section 8.1(a) above , and for those percentage rents which have not been finally determined for the 2016 calendar year (or other applicable fiscal year under any Lease for the measurement of percentage rents during which the Closing occurs), Buyer shall submit to Seller, no later than April 30, 2017, an unaudited statement for the Property (a “Supplemental Proration Statement”) covering any such Additional Rents or any other items which have been finally adjusted between Buyer and such Tenants for the 2016 calendar year (provided that if percentage rents are measured over a different fiscal year a separate Supplemental Proration Statement shall be delivered ninety (90) days after the first Collection Date referred to end of such fiscal year), containing a calculation of the prorations of such Additional Rents and such other items, prepared based on the principles set forth in Section 3.88.1(a) above , provided that in making such adjustment, (i) with respect to Additional Rents, the Purchaser proration shall be made in proportion to the relative amounts of Additional Rents due Buyer and Seller based on the amounts of the charges incurred by each of them during their respective periods of ownership that are payable by the Tenants as Additional Rents under their respective Leases, and (ii) with respect to percentage rents, the aggregate amount of percentage rents payable for the entire 2016 calendar year (or other applicable fiscal year under any Lease for the measurement of percentage rents during which the Closing occurs), shall be prorated based on the number of days the Property is owned by Seller and the number of days the Property is owned by Buyer during such year. In order to enable Buyer to make any year-end reconciliations of Additional Rents with Tenants for the 2016 calendar year, following the Closing, Seller shall deliver to the Shareholders Buyer a certificate certified by it to be true and complete, final statement of the following reconciling items as of the Effective Time of the Merger: (i) Any trade or accounts payable all operating expenses for the Property which are actually paid by Seller and permitted to be passed through to Tenants as Additional Rents pursuant to the terms of each Tenant’s respective Lease, with respect to the portion of the Company or any Subsidiary outstanding at the Effective Time of the Merger, or other Closing Date Liabilities (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A); (ii) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties 2016 calendar year occurring prior to the Closing Date; and (iv“Seller’s 2016 Actual Operating Expenses”), together with copies of all documentation evidencing Seller’s 2016 Actual Operating Expenses, including copies of third-party invoices and copies of Seller’s books and records applicable thereto, and (ii) all estimated payments of Additional Rents received by Seller from Tenants with respect to the non-preneed and non-trusted cash balances portion of the Company and the Subsidiaries that, despite the Shareholders' best efforts to reduce such balances to below $250,000 by the Effective Time of the Merger, is in excess of such amount and therefore has not been added to the Merger Consideration under Section 3.1(c)(A). Based upon a reconciliation of the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising 2016 calendar year occurring prior to the Effective Time Closing. If Additional Rents for the 2015 calendar year have not finally adjusted between Seller and any Tenant as of the Merger. IfClosing, based upon such reconciliation, the Merger Consideration Seller shall be increased, the Purchaser shall pay retain all rights and obligations with respect to the Shareholders adjustment thereof directly with the amount Tenant following the Closing, subject to the provisions of such increase in cash within 30 days after such reconciliationSection 8.1(e) above . Without limiting the generality of the foregoing, but subject to the provisions of Section 8.1(e) above , Seller shall retain all rights to xxxx and collect any additional amounts owing by any Tenant with respect to Additional Rents for the 2015 calendar year, and if shall remain obligated to pay any refund owing to any Tenant for overpayment of Additional Rents for the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the amount of such decrease within 30 days after such reconciliation2015 calendar year.

Post-Closing Reconciliation. Within 30 (i) No later than 60 days after the first Collection Date referred to in Section 3.8Closing Date, the Purchaser shall Buyer will prepare and deliver to Parent a statement (the Shareholders a certificate certified by it to be true and complete, “Preliminary Closing Statement”) setting forth Buyer’s calculation of each of the following reconciling items following, together with reasonably detailed documentation supporting its calculation: (A) the amount of Cash as of the Effective Time, (B) the amount of Net Working Capital as of the Effective Time, (C) the amount of Indebtedness as of the Effective Time and (D) the amount of Accrued Tax Liabilities as of the Merger:Effective Time. (iii) Any trade or accounts payable For the 30-day period following Parent’s receipt of the Company Preliminary Closing Statement (such 30-day period, the “Response Period”), Buyer will cooperate, and will cause the Companies and the Subsidiaries to cooperate, with Parent in the review of the Preliminary Closing Statement, including providing Parent and its representatives with reasonable access during normal business hours to the relevant books and records, including accounting work papers, pertaining to the Companies and the Subsidiaries and the finance employees of Buyer, the Companies and the Subsidiaries. At any time before the end of the Response Period, Parent may deliver a written objection to the amounts set forth in the Preliminary Closing Statement, specifying the item(s) and amount(s) in dispute, accompanied by materials showing in reasonable detail Parent’s support for its position (such notice and supporting materials, the “Objection Notice”), and Parent shall be deemed to have agreed with all other items and amounts contained in the Preliminary Closing Statement. (iii) If Parent delivers an Objection Notice to Buyer within the Response Period, Buyer and Parent will meet within 15 days after the delivery of the Objection Notice to discuss each other’s position and to attempt to resolve their differences. If Buyer and Parent are not able to resolve their differences at such meeting (or by any Subsidiary outstanding later date that Buyer and Parent may mutually agree upon), Buyer and Parent will prepare a single list of the items that remain in dispute (the “Disputed Items”); any items not set forth in the Disputed Items shall be deemed resolved, final and binding upon all of the parties hereto, and will be non-appealable and may be enforced by a court of competent jurisdiction. Buyer and Parent will separately prepare statements (the “Position Statements”) specifying in reasonable detail their respective positions on each of the Disputed Items (including the United States Dollar amount for each item). Buyer and Parent will exchange their Position Statements within 30 days after the Disputed Items list was prepared (such 30-day period, the “Exchange Period”). (iv) Following the end of the Exchange Period, either of Buyer or Parent may submit the Disputed Items (together with both Position Statements) to be resolved by Ernst & Young LLP or, if such firm is unable or unwilling to perform the services required under this Section 2.3(c), such other nationally recognized independent accounting firm as is mutually agreed to by Buyer and Parent (the “Accounting Firm”), who shall act as an expert and not as an arbitrator. Regardless of whether Buyer or Parent submits the matter to the Accounting Firm for resolution, both Buyer and Parent will enter into the Accounting Firm’s standard engagement letter and both will instruct the Accounting Firm to resolve each Disputed Item (but no other items) as soon as practicable, but in any event within 60 days of being engaged. Buyer and Parent will cooperate with the Accounting Firm in all reasonable respects, but neither Buyer nor Parent will have ex parte meetings, teleconferences or other correspondence with the Accounting Firm, as it is intended for Buyer and Parent to be included in all discussions and correspondence with the Accounting Firm. In resolving each Disputed Item, the Accounting Firm will not assign a value to any item greater than the greatest value for such item claimed by either Buyer or Parent or less than the least value for such item claimed by either Buyer or Parent (as each item had been disclosed by Buyer or Parent to the other in its respective Position Statement, as amended in the manner provided below). If either Buyer or Parent fails to provide the other with its Position Statement within the Exchange Period or fails to enter into the Accounting Firm’s standard engagement letter, the Accounting Firm must resolve every Disputed Item in the manner set forth in the opposing party’s Position Statement. (v) If both Buyer and Parent present each other with their respective Position Statements within the Exchange Period, the Accounting Firm will schedule a hearing (which may occur on one or more Business Days) commencing on a Business Day within the 15-Business Day period following the end of the Exchange Period. At the hearing, the Accounting Firm will be permitted to ask questions of Buyer and Parent with respect to either or both Position Statements, and Buyer and Parent will each have an opportunity to explain their respective Position Statements, as well as their respective objections to the opposing party’s Position Statement. All questions and explanations at the Effective Time hearing will be conducted in a manner that Buyer and Parent are able to hear the responses and explanations of the Mergerother. Following the hearing, the Accounting Firm will give Buyer and Parent 10 days (the “Amendment Period”) to amend their respective Position Statements, if they desire, but if either party fails to deliver an amended Position Statement before the end of the Amendment Period, such party will be deemed to have elected not to amend its Position Statement. When amending their respective Position Statements, neither Buyer nor Parent will be permitted to raise new items of dispute or other Closing Date Liabilities (including federal income tax liabilities)new arguments not presented in such party’s initial Position Statement or to revise the amount of any Disputed Item in a manner that increases the aggregate adjustment requested relative to such party’s initial Position Statement. The Accounting Firm will notify Buyer and Parent in writing of its determination of each Disputed Item, together with a reasonably detailed explanation of its determination of each Disputed Item, and, to the extent not deducted from affected by the Merger Consideration pursuant to Section 3.1(c)(AAccounting Firm’s determination of the Disputed Item(s); , its calculation of (ii) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties prior to the Closing Date; and (ivA) the non-preneed and non-trusted cash balances amount of Cash as of the Company and Effective Time, (B) the Subsidiaries thatamount of Net Working Capital as of the Effective Time, despite (C) the Shareholders' best efforts to reduce such balances to below $250,000 by amount of Indebtedness as of the Effective Time and (D) the amount of Accrued Tax Liabilities as of the Merger, is in excess Effective Time. (vi) The fees and expenses of such amount the Accounting Firm will be paid one half by Buyer and therefore has not been added one half by Parent. (vii) The determination of the Accounting Firm with respect to the Merger Consideration under Section 3.1(c)(A). Based Disputed Items will be final and binding upon the parties hereto, will be non-appealable and may be enforced by a reconciliation court of competent jurisdiction. (viii) The final amount of the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit Cash as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items to the extent of expenses arising after the Effective Time (the “Final Cash”), the final amount of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent Net Working Capital as of expenses arising prior to the Effective Time (the “Final Net Working Capital”), the final amount of Indebtedness as of the Merger. IfEffective Time (the “Final Indebtedness”) and the final amount of Accrued Tax Liabilities as of the Effective Time (the “Final Accrued Tax Liabilities”) will be: (A) As stated in the Preliminary Closing Statement, based upon if Parent fails to deliver an Objection Notice with respect thereto during the Response Period; or (B) If Parent delivers an Objection Notice with respect thereto during the Response Period, (1) the amount mutually agreed to by Buyer and Parent or (2) in the absence of such reconciliationagreement, the Merger Consideration shall be increasedamount determined by the Accounting Firm computed by using the line items agreed to by Buyer and Parent (i.e., the Purchaser shall pay line items that are not Disputed Items) and each Disputed Item as resolved by the Accounting Firm; provided that in the case of the preceding clause (2) if either Buyer or Parent fails to provide the Shareholders opposing party with its Position Statement or fails to enter into the amount of Accounting Firm’s standard engagement letter in the time periods specified under this Section 2.3(c), then each Disputed Item will be as stated in the opposing party’s Position Statement and the Final Cash, Final Net Working Capital, Final Indebtedness and Final Accrued Tax Liabilities, as applicable, will be determined on such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the amount of such decrease within 30 days after such reconciliationbasis.

Post-Closing Reconciliation. Within 30 (i) As promptly as practicable, but no later than ninety (90) days after following the first Collection Date referred to in Section 3.8Closing Date, the Purchaser shall Parent will prepare and deliver to the Shareholders Stockholder Representative a certificate certified by it to be true and complete, of statement (the following reconciling items “Closing Statement”) setting forth Parent’s good faith calculation of: (i) the Selling Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash; (iv) the Net Working Capital (as of the Effective Time Measurement Time); (v) the Net Working Capital Adjustment Amount (as of the Merger: Measurement Time, in a manner consistent with and using only those specific line items set forth in the Preparation Methodology); (ivi) Any trade or accounts payable the M&A Costs and the M&A Adjustment; (vii) the Final Provider Relief Adjustment and (viii) the Excess Capital Equipment Adjustment determined pursuant Section ‎ 2.8(a), and based thereon a calculation of the Company Aggregate Merger Consideration. The Closing Statement and the components thereof (and all calculations of Net Working Capital, the Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Selling Expenses, M&A Costs, the M&A Adjustment, Final Provider Relief Adjustment and Aggregate Merger Consideration) shall be prepared and calculated in accordance with GAAP, the Preparation Methodology, and the definitions herein, except that the Closing Statement and the components thereof (and all calculations of Net Working Capital, the Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Selling Expenses, M&A Costs, the M&A Adjustment, Final Provider Relief Adjustment and Aggregate Merger Consideration) shall: (A) not include any purchase accounting or any Subsidiary outstanding at the Effective Time other adjustment arising out of the Mergerconsummation of the transactions contemplated by this Agreement; be based on facts and circumstances as they exist immediately prior to the Closing and shall exclude the effect of any act, decision or other event occurring on or after the Closing Date Liabilities (including federal income tax liabilities), except to the extent such act, decision or event provides information about circumstances that existed immediately prior to Closing; and (B) not deducted reflect, directly or indirectly, any additional reserve or accrual that is not reflected on the Latest Balance Sheet, except those that (1) result from material developments occurring after the date of the Latest Balance Sheet but prior to the Closing or (2) would be required to be reflected on the face of a balance sheet prepared in accordance with GAAP, the Preparation Methodology, and the definitions herein. The Parties agree that the purpose of preparing the Closing Statement and components thereof (and all calculations of Net Working Capital, the Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Selling Expenses, M&A Costs, the M&A Adjustment, Final Provider Relief Adjustment and Aggregate Merger Consideration) is solely to assess the accuracy of the amounts depicted in the Closing Statement and the calculation of the Aggregate Merger Consideration pursuant derived therefrom, and such processes are not intended to Section 3.1(c)(A);permit the introduction of different accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements, their classification or presentation or otherwise (including with respect to the nature of accounts, level of reserves or level of accruals) from those used to calculate the amounts set forth in the Preparation Methodology. (ii) During the thirty (30) days after delivery of the Closing Statement, Parent will provide the Stockholder Representative and its accountants with reasonable supporting documentation and reasonable access, during normal business hours and upon reasonable notice, to (x) review the financial books and records of the Second Surviving Company, any of Parent’s accountants’ work papers related to the calculation of amounts related to the Closing Statement (subject to the execution of any access letters that such accountants may reasonably require in connection with the review of such work papers), and (y) the employees and other representatives of Parent who were responsible for the preparation of the Closing Statement to respond to questions relating to the preparation of the Closing Statement and the calculation of the items thereon, in each case solely to allow the Stockholder Representative to determine the accuracy of Parent’s calculation of the items set forth on the Closing Statement. Neither Parent nor any of its Subsidiaries shall have any obligation to provide information or access to information, materials or persons if doing so would reasonably be expected to (i) interfere unreasonably with the conduct of the Business, (ii) result in the waiver of any attorney-client privilege or the disclosure of any trade secrets or (iii) violate any applicable Legal Requirement. If the Stockholder Representative disagrees with any of Parent’s calculations set forth in the Closing Statement, the Stockholder Representative may, within thirty (30) days after delivery of the Closing Statement, deliver a written notice (the “Objection Notice”) to Parent disagreeing with such calculations. Any proratable Objection Notice shall specify those items described or amounts with which the Stockholder Representative disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Stockholder Representative’s calculation, based on such objections, of the Selling Expenses, the Closing Indebtedness, the Closing Cash, the Net Working Capital as of the Measurement Time and the Net Working Capital Adjustment Amount as of the Measurement Time, the M&A Costs and the M&A Adjustments, the Excess Capital Adjustment determined pursuant to Section ‎ 2.8(a), the Final Provider Relief Adjustment, and based thereon a calculation of the Aggregate Merger Consideration. To the extent not set forth in Section 3.7the Objection Notice, as adjusted the Stockholder Representative shall be deemed to reflect information regarding have agreed with Parent’s calculation of all other items and amounts contained in the Closing Statement and such prorations which became known after amounts shall be final and binding on the Closing;parties. If the Stockholder Representative does not deliver an Objection Notice within such thirty-day period, then the amounts set forth in the Closing Statement shall be deemed to be final and binding on the parties. 26 (iii) nonIf an Objection Notice is timely delivered pursuant to Section ‎ 2.9(b)(ii), the Stockholder Representative and Parent shall, during the thirty (30) days following such delivery, use their reasonable best efforts to reach agreement on the value of the disputed items or amounts. If, during such period, the Stockholder Representative and Parent are unable to reach agreement on all disputed items, they shall promptly thereafter mutually engage and submit such dispute to a nationally-trusted cemetery merchandise obligations recognized or regionally-recognized independent accounting firm as is mutually agreed to by Parent and the Stockholder Representative (the “Independent Accounting Firm”) for lawn cryptsfinal and binding resolution. The Independent Accounting Firm (i) shall consider only those items or amounts disputed by the Stockholder Representative in the Objection Notice which remain in dispute; (ii) shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by the Stockholder Representative, markers on the one hand, or Parent, on the other hand, or less than the smallest value for such item or amount assigned by the Stockholder Representative, on the one hand, or Parent, on the other hand; and granite bases(iii) shall act as an expert and not as an arbitrator. The Independent Accounting Firm’s determination will be based solely on presentations by the Stockholder Representative and Parent which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., which not on the basis of independent review) and the Stockholder Representative and Parent shall cause the Independent Accounting Firm to deliver to the Stockholder Representative and Parent as promptly as practicable (but in any event within thirty (30) days of its retention) a written report setting forth its determination of the amounts in dispute. Such report shall be reconciled final and binding on the parties. The cost of such review and report shall be borne (and paid) by the Stockholder Representative (solely on behalf of the Company Equityholders, in a manner to be mutually determined among accordance with the parties prior percentages contributed to the Adjustment Escrow Amount set forth on the Closing Date; andConsideration Schedule (which may for convenience be paid by the Stockholder Representative out of the Representative Expense Amount)), on the one hand, and Parent, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if closing accounts receivable is the only disputed item, and Parent claims that closing accounts receivable is $1,000 less than the amount determined by the Stockholder Representative, and the Stockholder Representative contests only $500 of the amount claimed by Parent, and if the independent accountant ultimately resolves the dispute by awarding Parent $300 of the $500 contested, then the cost of such review and report will be allocated 60% (i.e., 300 divided by 500) to the Stockholder Representative (solely on behalf of the Company Equityholders) and 40% (i.e., 200 divided by 500) to Parent. 27 (iv) If the non-preneed and non-trusted cash balances Aggregate Merger Consideration, as finally determined pursuant to this Section‎ 2.9, is less than the Estimated Aggregate Merger Consideration, then, within five (5) Business Days of the Company final determination of the Aggregate Merger Consideration, Parent and the Subsidiaries that, despite Stockholder Representative shall jointly instruct the Shareholders' best efforts Escrow Agent to reduce deliver to Parent the amount of such balances to below $250,000 by difference (the Effective Time of “Shortfall Amount”) from the Merger, is Adjustment Escrow Account. In the event that the funds available in the Adjustment Escrow Account are in excess of the Shortfall Amount (such amount excess, the “Escrow Excess Amount”), Parent and therefore has not been added the Stockholder Representative shall, in the same joint written instruction described in the preceding sentence, instruct the Escrow Agent to pay the Escrow Excess Amount (i) to the Merger Paying Agent, for further distribution to the Company Equityholders (other than holders of Vested Company Options that are Employee Options) and (ii) to the Parent for further distribution to the holders of Vested Company Options that are Employee Options on the next regularly scheduled payment date, through the payroll system of Parent or a Subsidiary of Parent subject to applicable Tax withholding, in each case based on percentages specified on the Closing Consideration under Section 3.1(c)(A). Based upon a reconciliation of the foregoing items, the Merger Consideration shall be adjusted as hereafter providedSchedule. The Shareholders Company Equityholders shall be given credit as of such Collection Date not have any liability for the first Closing Date Receivables reconciliation then any amount due under Section 3.8, and for proratable items pursuant to this Section‎ 2.9(b)(v) except to the extent of expenses arising after the Effective Time of funds available in the Merger; and Adjustment Escrow Account. (v) If the Purchaser shall be given credit for Closing Date Liabilities under Aggregate Merger Consideration, as finally determined pursuant to this Section‎ 2.9, is greater than the Estimated Aggregate Merger Consideration, then (iA) above and proratable times to the extent of expenses arising prior to the Effective Time of the Merger. If, based upon such reconciliation, the Merger Consideration shall be increased, the Purchaser shall pay to the Shareholders the amount of such increase excess shall be paid in cash by Parent (1) within 30 days after five (5) Business Days of the final determination of the Aggregate Merger Consideration to the Paying Agent, for further distribution to the Company Equityholders (other than holders of Vested Company Options that are Employee Options) and (2) on the next regularly scheduled payment date to the holders of Vested Company Options that are Employee Options, through the payroll system of Parent or a Subsidiary of Parent subject to applicable Tax withholding, in each case, based on the Pro Rata Share of each such reconciliationCompany Equityholder, and if (B) Parent and the Stockholder Representative shall, within five (5) Business Days of the final determination of the Aggregate Merger Consideration Consideration, instruct the Escrow Agent to pay the amount in the Adjustment Escrow Account (1) to the Paying Agent, for further distribution to the Company Equityholders (other than holders of Vested Company Options that are Employee Options) and (2) to the Parent for further distribution to the holders of Vested Company Options that are Employee Options on the next regularly scheduled payment date, through the payroll system of Parent or a Subsidiary of Parent subject to applicable Tax withholding, in each case, based on the Pro Rata Share of each such Company Equityholder. Parent shall not have any liability for any amount due pursuant to this Section‎ 2.9(b)(v) in excess of an amount equal to the Adjustment Escrow Deposit. (vi) Any payment(s) made pursuant to this Section‎ 2.9 shall be decreaseddeemed, the Shareholders shall pay for Tax purposes, to be an adjustment to the Purchaser cash consideration payable to the amount of such decrease within 30 days after such reconciliationCompany Equityholders in consideration for the First Merger.

Post-Closing Reconciliation. Within 30 (i) On each of the date that is (A) thirty (30) days after the first Collection Closing Date, and (B) ninety (90) days after the Closing Date, WWP Sponsor and Investor shall work together to correct any errors in the prorations made on the Closing Date referred to in Section 3.8, the Purchaser shall deliver to the Shareholders a certificate certified by it to be true and complete, of the following reconciling items any prorations based on estimates as of the Effective Time Closing Date. If the amounts were in excess of or less than the Merger: (i) Any trade amounts actually required to be paid or accounts payable of adjusted on the Company Closing Date, there shall be an adjustment and payment to be made by Investor to WWP Sponsor or any Subsidiary outstanding at by WWP Sponsor to Investor, as the Effective Time of the Mergercase may be, for such excess or other Closing Date Liabilities (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A);shortfall. (ii) Any proratable items described in Section 3.7If any Tenants are required to pay Additional Rents, as adjusted then, with respect to reflect information regarding such prorations which became known after those Additional Rents for the Closing; 2013 calendar year (iii) non-trusted cemetery merchandise obligations or other applicable fiscal period under any Lease for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties determination of Additional Rent ending prior to the Closing Date; and (iv) which are not finally adjusted until after the non-preneed and non-trusted cash balances preparation of the Company and the Subsidiaries that, despite the Shareholders' best efforts Preliminary Proration Statement pursuant to reduce such balances to below $250,000 by the Effective Time of the Merger, is in excess of such amount and therefore has not been added to the Merger Consideration under Section 3.1(c)(A). Based upon a reconciliation of the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.89.4(a) above, and for proratable items those percentage rents which have not been finally determined for the 2013 calendar year (or other applicable fiscal period under any Lease for the measurement of percentage rents during which the Closing occurs), the Administrative Member (as defined in the LLC Agreement) shall submit to the extent of expenses arising WWP Sponsor and Investor, no later than one (1) year after the Effective Time Closing Date, an unaudited statement for the Office Property and the Amenities Property (a “Supplemental Proration Statement”) covering any such Additional Rents or any other items which have been finally adjusted between Office Owner and Amenities Owner and such Tenant for the 2013 calendar year (provided that (x) if the applicable fiscal period is other than a calendar year, the Administrative Member shall submit the Supplemental Proration Statement to WWP Sponsor and Investor within ninety (90) days after the end of the Merger; applicable fiscal period and (y) if percentage rents are measured over a different fiscal period the Purchaser Administrative Member shall be given credit submit a separate Supplemental Proration Statement to WWP Sponsor and Investor within ninety (90) days after the end of such fiscal period), containing a calculation of the prorations of such Additional Rents and such other items, prepared based on the principles set forth in Section 9.4(a) above. If Additional Rents for Closing Date Liabilities the 2012 calendar year (or other applicable fiscal period under (i) above and proratable times to any Lease for the extent measurement of expenses arising percentage rents ending prior to the Effective Time Closing Date) have not been finally adjusted between Office Owner or Amenities Owner and a Tenant, as applicable, as of the MergerClosing, WWP Sponsor shall retain all rights and obligations with respect to the adjustment thereof directly with the Tenant following the Closing (provided that no such adjustment shall adversely affect any fiscal period subsequent to the Closing). IfWithout limiting the generality of the foregoing, based upon such reconciliationWWP Sponsor shall retain all rights to bxxx and collect any additional amounts owing by any Tenant with respect to Additional Rents for the 2012 calendar year (or other applicable fiscal period under any Lease for the measurement of percentage rents ending prior to the Closing Date), and shall remain solely obligated to pay any refund owing to any Tenant for overpayment of Additional Rents for the 2012 calendar year (or other applicable fiscal period under any Lease for the measurement of percentage rents ending prior to the Closing Date). For the avoidance of doubt, any revenue attributable to, or any expenses to be paid in connection with, the Merger Consideration period prior to the Closing Date shall belong solely to, and be the sole obligation of, WWP Sponsor, and not WWP Holdings or any of the Subsidiary Entities. (iii) Any Supplemental Proration Statement prepared by the Administrative Member shall be increasedfinal and binding for purposes of this Agreement unless WWP Sponsor or Investor, as the Purchaser case may be, shall pay give written notice to the Shareholders other party of disagreement with the prorations contained therein within sixty (60) days following receipt of such Supplemental Proration Statement, specifying in reasonable detail the nature and extent of such disagreement. If WWP Sponsor and Investor are unable to resolve any disagreement with respect to any Supplemental Proration Statement within ten (10) Business Days following delivery of the notice referred to above, either party may pursue any remedy available for the resolution of such dispute. Any net credit due WWP Sponsor or Investor (as a member of WWP Holdings), as the case may be, shall be paid to WWP Sponsor or Investor, as the case may be, promptly after the delivery of a Supplemental Proration Statement, unless a party notifies the other of a disagreement with respect to any such statement, in which case such payment (less a hold back sufficient to cover the amount of such increase in cash the disagreement) shall be made within 30 days ten (10) Business Days after such reconciliationparty notifies the other of such disagreement, and if the Merger Consideration any further payment due after such disagreement is resolved shall be decreased, paid within ten (10) Business Days after the Shareholders shall pay to the Purchaser the amount resolution of such decrease within 30 days after such reconciliationdisagreement.

Post-Closing Reconciliation. (a) Within 30 sixty (60) days after the first Collection Date referred to in Section 3.8Closing Date, the Purchaser shall prepare in good faith and deliver to the Shareholders Seller a certificate certified by it to be true statement (the “Closing Statement”) setting forth the difference between Current Assets and completeCurrent Liabilities, of the following reconciling items determined as of the Effective Time close of business on the Merger: (i) Any trade or accounts payable of the Company or any Subsidiary outstanding at the Effective Time of the Merger, or other Closing Date Liabilities (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A); (ii) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties last Business Day immediately prior to the Closing Date; and, without giving effect to the transactions contemplated by this Agreement on a basis consistent with GAAP (such difference, the “Closing Date Net Working Capital Amount”). The Closing Statement shall be in reasonable detail and shall be accompanied by supporting documentation and work papers. (ivb) If the nonClosing Date Net Working Capital Amount as stated on the Closing Statement, after giving effect to the Estimated Working Capital True-preneed and non-trusted cash balances of the Company and the Subsidiaries that, despite the Shareholders' best efforts to reduce such balances to below $250,000 by the Effective Time of the MergerUp, is in excess of such less than zero, then the Seller shall pay to Purchaser an amount and therefore has not been added which is equal to the Merger Consideration under Section 3.1(c)(A)amount necessary to cause the Estimated Working Capital Amount to equal zero. Based upon a reconciliation of If the foregoing items, the Merger Consideration shall be adjusted as hereafter provided. The Shareholders shall be given credit as of such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8Net Working Capital Amount as stated on the Closing Statement, and for proratable items after giving effect to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising prior to the Effective Time of the Merger. IfEstimated Working Capital True-Up, based upon such reconciliationexceeds zero, the Merger Consideration shall be increased, the then Purchaser shall pay to the Shareholders Seller an amount in cash equal to such excess. Unless Seller issues a Dispute Notice, the amount due, if any, shall be paid by the applicable Party within ten (10) Business Days of delivery of the Closing Statement. Notwithstanding the foregoing, neither party shall be required to make a payment hereunder unless the required payment exceeds $ 10,000, in which case the full amount of the payment shall be made. (c) The Closing Statement will be final, conclusive and binding on the Parties unless the Seller provides a written notice (a “Dispute Notice”) to Purchaser no later than ten (10) Business Days after delivery of the Closing Statement setting forth in reasonable detail the nature of any disagreement so asserted and the estimated dollar amount of the disputed sums. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Parties. Purchaser and Seller will attempt to resolve the matters raised in a Dispute Notice in good faith. If any such matters remain unresolved by the date that is ten (10) Business Days after the date on which the Dispute Notice was delivered to the Purchaser, either the Purchaser or the Seller may provide written notice to the other that it elects to submit the disputed items to KPMG (Israel branch), or such other mutually agreeable, internationally recognized accounting firm who shall be independent and does not represent any of the Parties in any other matter (the “Neutral Firm”). The Neutral Firm will promptly review only those items and amounts (and may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party) specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount. The fees and expenses of the Neutral Firm shall be allocated and be paid by Purchaser and Seller, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Neutral Firm. The decision of the Neutral Firm with respect to the Closing Statement will be final, conclusive and binding on the Parties. The Neutral Firm’s decision shall be based solely on written submissions by Purchaser and Seller and their respective representatives and not by independent review. The Neutral Firm shall not hold any hearings, hear any oral testimony or otherwise seek or require any other evidence. Subject to the foregoing, Purchaser and Seller each agrees to use its commercially reasonable efforts to cooperate with the Neutral Xxxx and to cause the Neutral Firm to resolve any dispute no later than twenty (20) Business Days after engagement of the Neutral Firm. Any amount payable pursuant to this Section shall be paid within five (5) Business Days after the date on which such amount is determined to be payable by wire transfer of immediately available funds to the account designated by the recipient in writing provided, however, that Purchaser may, at its option, elect to receive any payment due to Purchaser pursuant to this Section (or any portion thereof) from the Escrow Fund, in which case Purchaser shall give written notice of such increase in cash within 30 days after such reconciliation, and if the Merger Consideration shall be decreased, the Shareholders shall pay election to the Seller and Purchaser and Seller shall issue instructions to the Escrow Agent to release from the Escrow Fund an amount of Escrow Shares equal to the amount of such decrease within 30 days after such reconciliationdue Purchaser based on the Share Value determined immediately prior to the Closing Date.

Post-Closing Reconciliation. Within 30 days after the first Collection Date referred to in Section 3.8, the Purchaser shall deliver to the Shareholders a certificate certified by it to be true and complete, of the following reconciling items as of the Effective Time of the Merger: (ia) Any trade or accounts payable of the Company or any Subsidiary outstanding at the Effective Time of the Merger, or other Closing Date Liabilities At least three (including federal income tax liabilities), to the extent not deducted from the Merger Consideration pursuant to Section 3.1(c)(A); (ii3) Any proratable items described in Section 3.7, as adjusted to reflect information regarding such prorations which became known after the Closing; (iii) non-trusted cemetery merchandise obligations for lawn crypts, markers and granite bases, which shall be reconciled in a manner to be mutually determined among the parties Business Days prior to the Closing Date, the Company shall deliver to Buyer its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”); and (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”); (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”); (iv) the nonestimated Transaction Expenses (the “Estimated Closing Transaction Expense Amount”); (v) the Aggregate Option Exercise Price; and (vi) the estimated Total Merger Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-preneed up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and non-trusted cash balances the Accounting Principles. The Company shall make available to Buyer and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Buyer may reasonably request in connection with its review of such statements, and will otherwise reasonably cooperate in good faith with Buyer’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Buyer on the Estimated Closing Statement, as applicable, it being understood that Buyer shall have no approval rights with respect to the estimates or calculations therein. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, the Estimated Closing Transaction Expense Amount and the Subsidiaries thatAggregate Option Exercise Price set forth in the Estimated Closing Statement will be used for purposes of calculating the Total Merger Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, despite and in accordance with, the Shareholders' best terms of Section 2.8(b)). Notwithstanding the foregoing, in no event will any of Buyer’s rights be considered waived, impaired or otherwise limited as a result of Buyer not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable. (b) As soon as reasonably practicable after the Closing Date, and in any event within seventy-five (75) days after the Closing Date, Buyer shall prepare and deliver to the Stockholder Representative a statement (the “Post-Closing Statement”) that shall set forth a good faith calculation of (i) the Closing Working Capital Adjustment Amount; (ii) the Closing Indebtedness Amount; (iii) the Closing Transaction Expense Amount; (iv) the Closing Cash Amount; and (v) the Total Merger Consideration, in each case accompanied by reasonably detailed back-up documentation for such calculations. Buyer shall prepare such Post-Closing Statement in accordance with the applicable definitions in this Agreement and the Accounting Principles. After the Stockholder Representative’s receipt of the Post-Closing Statement, the Stockholder Representative and its Representatives shall be granted reasonable access (on prior notice and during business hours) to the employees of the Surviving Corporation and Buyer as the Stockholder Representative may reasonably request in connection with its review of such statements and be permitted to review Buyer’s working papers and the working papers of Buyer’s independent accountants, if any, relating to the preparation of the Post-Closing Statement and the calculation of the Closing Working Capital Adjustment Amount, Closing Indebtedness Amount, Closing Cash Amount and Closing Transaction Expense Amount after signing a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to Buyer’s independent accountants, as well as the relevant books and records of the Company, and Buyer shall cause the Company and its Representatives to use commercially reasonable efforts to reduce assist the Stockholder Representative and its Representatives in their reasonable review of the Post-Closing Statement. The Stockholder Representative shall notify Buyer in writing (the “Notice of Adjustment Disagreement”) within thirty (30) days of the Stockholder Representative’s receipt of the Post-Closing Statement (the “Adjustment Review Period”) if the Stockholder Representative disagrees with any portion of the Post-Closing Statement. The Notice of Adjustment Disagreement shall set forth in reasonable detail the basis for such balances disagreement, the amounts involved and the Stockholder Representative’s proposed adjustments to below $250,000 the Post-Closing Statement with reasonably detailed supporting documentation. If no Notice of Adjustment Disagreement is received by Buyer on or prior to the expiration date of the Adjustment Review Period, then the Post-Closing Statement and all amounts set forth therein shall be deemed to have been accepted by the Effective Time Stockholder Representative and shall become final and binding upon the parties hereto and the Company Stockholders. During the thirty (30) days immediately following the delivery of a Notice of Adjustment Disagreement (the “Adjustment Resolution Period”), if any, the Stockholder Representative and Buyer shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Adjustment Disagreement. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to Buyer and the Stockholder Representative during such Adjustment Resolution Period and any subsequent dispute arising therefrom. Any items agreed to by the Stockholder Representative and Buyer in a written agreement executed and delivered by each of the MergerStockholder Representative and Buyer, together with any items not disputed or objected to by the Stockholder Representative in the Notice of Adjustment Disagreement, are collectively referred to herein as the “Resolved Matters”. If at the end of the Adjustment Resolution Period, the parties have been unable to resolve any differences they may have with respect to the matters specified in the Notice of Adjustment Disagreement, the Stockholder Representative and Buyer, or either of them, shall refer all matters in the Notice of Adjustment Disagreement other than the Resolved Matters (the “Unresolved Matters”) to PricewaterhouseCoopers LLP (the “Independent Accountant”). In the event that PricewaterhouseCoopers LLP refuses or is otherwise unable to act as the Independent Accountant, the Stockholder Representative and Buyer shall cooperate in good faith to appoint an independent certified public accounting firm in the United States of national recognition mutually agreeable to the Stockholder Representative and Buyer, in which event “Independent Accountant” shall mean such firm. Within thirty (30) days after the submission of such matters to the Independent Accountant, the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on the parties hereto, of the appropriate amount of each of the Unresolved Matters. With respect to each Unresolved Matter, such determination must be based on (i) the definitions and other applicable provisions of this Agreement; (ii) a single written presentation (which presentations shall be limited to the items specifically submitted to the Independent Accountant for evaluation) submitted by each of the Stockholder Representative and Buyer to the Independent Accountant within ten (10) Business Days after the engagement thereof (which the Independent Accountant shall promptly forward to the Stockholder Representative or Buyer, as applicable, after both presentations have been received or the time for submission of presentations has expired); and (iii) one written response submitted to the Independent Accountant within five (5) Business Days after receipt of each such presentation (which the Independent Accountant shall forward to the Stockholder Representative or Buyer, as applicable, after both responses have been received or the time for submission of responses has expired), and not on independent review, and such determination shall be conclusive and binding on each party to this Agreement, absent fraud or manifest error. Neither Buyer, Merger Sub, the Surviving Corporation, the Stockholder Representative, the Acquired Companies, nor any of their respective Affiliates, shall have any ex parte conversations or meetings with the Independent Accountant in connection with the Unresolved Matters without the prior consent of the other parties hereto. With respect to each Unresolved Matter, such determination, if not in accordance with the position of either the Stockholder Representative or Buyer, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Stockholder Representative in the Notice of Adjustment Disagreement or Buyer in the Post-Closing Statement with respect to such amount Unresolved Matter. For the avoidance of doubt, the Independent Accountant shall not review any line items in the Post-Closing Statement or make any determination with respect to any matter other than the Unresolved Matters. During the review by the Independent Accountant, Buyer and therefore has not been added the Stockholder Representative shall each make available to the Merger Consideration Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under this Section 3.1(c)(A2.8(b); provided, that the independent accountants of Buyer or the Company shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. Based upon a reconciliation The fees and expenses of the foregoing items, the Merger Consideration Independent Accountant shall be adjusted as hereafter initially borne 50% by the Stockholder Representative (on behalf of the Company Security Holders) and 50% by Buyer; provided. The Shareholders , that such fees shall ultimately be given credit as borne by Buyer and the Stockholder Representative (on behalf of the Company Security Holders) based on the inverse of the percentage that the Independent Accountant’s resolution of the disputed items covered by such Collection Date for the first Closing Date Receivables reconciliation then due under Section 3.8, and for proratable items Notice of Adjustment Disagreement (before such allocation) bears to the extent of expenses arising after the Effective Time of the Merger; and the Purchaser shall be given credit for Closing Date Liabilities under (i) above and proratable times to the extent of expenses arising prior to the Effective Time of the Merger. If, based upon such reconciliation, the Merger Consideration shall be increased, the Purchaser shall pay to the Shareholders the total amount of such increase in cash within 30 days after such reconciliationUnresolved Matters as originally submitted to the Independent Accountant (for example, and if the Merger Consideration shall be decreased, the Shareholders shall pay to the Purchaser the total amount of such decrease within 30 days after such reconciliationUnresolved Matters as originally submitted to the Independent Accountant equals $1,000 and the Independent Accountant awards $600 in favor of the Stockholder Representative’s position, sixty percent (60%) of the fees and expenses of the Independent Accountant would be borne by Buyer and forty percent (40%) of the fees and expenses of the Independent Accountant would be borne by the Stockholder Representative, on behalf of the Company Security Holders).