Common use of Post-Closing Statement Clause in Contracts

Post-Closing Statement. Within ninety (90) days after the Closing Date, Purchaser shall procure that the Company prepares and delivers to the Sellers’ Representative and to the Purchaser a statement (the “Post-Closing Statement”) calculating the Closing Working Capital in good faith. Purchaser further shall procure that the Company provides the Sellers’ Representative, each Seller and the Accounting Referee, if any, with all information and documents they may reasonably request in connection with their review and assessment of the Post-Closing Statement and any item thereof. Unless the Sellers’ Representative and/or the Purchaser deliver a Dispute Notice (in case of notification by the Sellers’ Representative, to the Purchaser, and to the Sellers’ Representative, in case of notification by the Purchaser) within thirty (30) days after receipt of the Post-Closing Statement by the Sellers’ Representative and the Purchaser, such Post-Closing Statement shall be deemed the “Final Closing Statement,” shall be binding upon all parties, and shall not be subject to dispute or review. If the Sellers’ Representative and/or the Purchaser, acting in good faith, disagree(s) with the Post-Closing Statement, the Sellers’ Representative or the Purchaser, respectively, may, within thirty (30) days after receipt thereof by the Sellers’ Representative and the Purchaser, notify the Purchaser (in case of the Sellers’ Representative disagreeing with the Post-Closing Statement) or the Sellers’ Representative (in case of the Purchaser being in disagreement with the Post-Closing Statement) in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Post-Closing Statement. The Sellers’ Representative and Purchaser shall first use commercially reasonable efforts to resolve such dispute between themselves and, if they are able to resolve such dispute, the Post-Closing Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the “Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Sellers’ Representative and Purchaser are unable to resolve the dispute, however, within fifteen (15) days after receipt by the Purchaser of the Dispute Notice, the dispute shall be submitted (by way of a respective unilateral request of the Sellers’ Representative or the Purchaser, to be made to the Accounting Referee, of which the Purchaser, in case of a request by the Sellers’ Representative, or the Sellers’ Representative, in case of a request by the Purchaser, shall be notified simultaneously) to PWC (the “Accounting Referee”). In case this accounting firm rejects an appointment or does not accept an appointment within fifteen (15) days after been requested to do so, the Accounting Referee shall, upon unilateral request by the Purchaser or the Sellers’ Representative (with simultaneous notification of the Purchaser in case of a request by the Sellers’ Representative, and of the Sellers’ Representative, in case of a request by the Purchaser), be elected by the president of the Austrian Chamber of Accountants (Präsident der Xxxxxx der Wirtschaftstreuhänder Österreichs) among the Big Four (KPMG, E&Y, Deloitte). The Accounting Referee shall act as an expert and not arbiter and shall determine only those items in dispute on the Post-Closing Statement. Promptly, but no later than thirty (30) days after engagement, the Accounting Referee shall deliver a written report to the Sellers’ Representative and Purchaser as to the resolution of the disputed items and the resulting calculation of the Closing Working Capital. The Post-Closing Statement as determined by the Accounting Referee shall be deemed the “Final Closing Statement,” shall be conclusive and binding upon all parties and shall not be subject to dispute or review. The fees and expenses of the Accounting Referee in connection with the resolution of disputes pursuant to this Section 1.2(c)(ii) shall be borne in half by the Purchaser and in half by the Sellers. The Closing Working Capital set forth on the Final Closing Statement shall hereinafter be referred to as the “Final Working Capital”. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Post-Closing Statement. Within ninety (90) days after the Closing DateClosing, Purchaser the GMO Parties shall procure that the Company prepares prepare and delivers deliver to the Sellers’ Representative and to the Purchaser POS-Minerals a statement (the “Post-Closing Statement”) calculating setting forth in reasonable detail a final calculation of Actual 2007 Expenditures, the Underfunded 2007 Payment Amount based on such final calculation of Actual 2007 Expenditures, the 2008 Pre-Closing Working Capital in good faithExpenditures, a calculation of the Deduction Percentage, and a calculation of the amounts determined by Nevada Moly to be payable by Nevada Moly under Section 2.4(d). Purchaser further The Post-Closing Statement shall procure be accompanied by a certificate of the chief financial officer of Nevada Moly to the effect that the Company provides information contained in the Sellers’ RepresentativePost-Closing Statement is fairly presented, each Seller in all material respects, in accordance with GAAP and customary industry accounting practices. POS-Minerals and its agents and representatives shall be entitled to reasonable access during normal business hours to the relevant records, personnel and working papers of the GMO Parties and the Accounting RefereeCompany to assist in POS-Minerals’ review of the Post-Closing Statement. Within six (6) months after POS-Minerals’ receipt of the Post-Closing Statement (the “Objection Period”), if any, with all information and documents they may reasonably request POS-Minerals shall deliver to Nevada Moly a written report setting forth in connection with their review and assessment of detail any changes or adjustments that POS-Minerals proposes to make to the Post-Closing Statement and any other objections that POS-Minerals has to the GMO Parties’ calculation of any item thereofrequired to be contained in the Post-Closing Statement; provided, that the Objection Period may be extended for an additional period not to exceed six (6) months (for a total period not to exceed one (1) year) with the consent of Nevada Moly, such consent not to be unreasonably withheld or delayed. Unless the SellersPOS-Minerals’ Representative and/or the Purchaser failure to deliver such a Dispute Notice (in case of notification written report to Nevada Moly by the Sellers’ Representativeexpiration of the Objection Period, to the Purchaseras it may be extended, and to the Sellers’ Representative, in case of notification shall be deemed an acceptance by the Purchaser) within thirty (30) days after receipt POS-Minerals of the Post-Closing Statement as submitted by the Sellers’ Representative GMO Parties, and shall be deemed to have established as of the Purchaser, date of such expiration the amounts in such Post-Closing Statement shall be deemed the “Final Closing Statement,” shall be binding upon all parties, and shall not be subject to dispute or review. If the Sellers’ Representative and/or the Purchaser, acting in good faith, disagree(s) with the Post-Closing Statement, the Sellers’ Representative or the Purchaser, respectively, may, within thirty (30) days after receipt thereof by the Sellers’ Representative and the Purchaser, notify the Purchaser (in case for purposes of the Sellers’ Representative disagreeing with the Post-Closing Statement) or the Sellers’ Representative (in case second sentence of the Purchaser being in disagreement with the Post-Closing Statement) in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Post-Closing Statement. The Sellers’ Representative and Purchaser shall first use commercially reasonable efforts to resolve such dispute between themselves and, if they are able to resolve such dispute, the Post-Closing Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the “Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Sellers’ Representative and Purchaser are unable to resolve the dispute, however, within fifteen (15) days after receipt by the Purchaser of the Dispute Notice, the dispute shall be submitted (by way of a respective unilateral request of the Sellers’ Representative or the Purchaser, to be made to the Accounting Referee, of which the Purchaser, in case of a request by the Sellers’ Representative, or the Sellers’ Representative, in case of a request by the Purchaser, shall be notified simultaneously) to PWC (the “Accounting Referee”Section 2.4(c). In case this accounting firm rejects an appointment or does not accept an appointment within fifteen (15) days after been requested to do so, the Accounting Referee shall, upon unilateral request by the Purchaser or the Sellers’ Representative (with simultaneous notification of the Purchaser in case of a request by the Sellers’ Representative, and of the Sellers’ Representative, in case of a request by the Purchaser), be elected by the president of the Austrian Chamber of Accountants (Präsident der Xxxxxx der Wirtschaftstreuhänder Österreichs) among the Big Four (KPMG, E&Y, Deloitte). The Accounting Referee shall act as an expert and not arbiter and shall determine only those items in dispute on the Post-Closing Statement. Promptly, but no later than thirty (30) days after engagement, the Accounting Referee shall deliver a written report to the Sellers’ Representative and Purchaser as to the resolution of the disputed items and the resulting calculation of the Closing Working Capital. The Post-Closing Statement as determined by the Accounting Referee shall be deemed the “Final Closing Statement,” shall be conclusive and binding upon all parties and shall not be subject to dispute or review. The fees and expenses of the Accounting Referee in connection with the resolution of disputes pursuant to this Section 1.2(c)(ii) shall be borne in half by the Purchaser and in half by the Sellers. The Closing Working Capital set forth on the Final Closing Statement shall hereinafter be referred to as the “Final Working Capital”. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.CONTRIBUTION AGREEMENT; Page 12

Post-Closing Statement. Promptly following the Closing, but in no ---------------------- event more than twenty (20) business days thereafter, the Parent shall deliver to the Buyer and the Company a balance sheet of the Company as of the Closing Date and statements of shareholders' equity for the period then ended (collectively, the "Closing Financial Statements"). As soon as reasonably ---------------------------- practicable thereafter, the Buyer shall cause its auditors to audit the Closing Financial Statements. Within ninety 75 days of delivery of the Closing Financial Statements by the Parent to the Buyer and the Company, the Company shall deliver to the Parent and the Buyer a certificate (90the "Closing Statement") days after attaching: ----------------- (a) the audited Closing Financial Statements; (b) a statement of the Net Working Capital and Other Adjustment Items as of the Closing Date, Purchaser shall procure that ; (c) a calculation of the Company prepares Aggregate Price (including Indebtedness of the Company) and delivers to (d) a calculation of the Sellers’ Representative and to amount of the Purchaser a statement Post Closing Adjustment (the “Post-Closing Statement”) calculating the Closing Working Capital as defined in good faith. Purchaser further shall procure that the Company provides the Sellers’ Representative, each Seller and the Accounting RefereeSection 1.6.2), if any, with all information and documents they may reasonably request in connection with their review and assessment required pursuant to the provisions of Section 1.6.2 (the "Post ---- Closing Adjustment Calculation"). The calculation of the Post-Closing Adjustment ------------------------------ shall not take into account rate variance and retention receivables. The Parent and the Buyer shall cooperate with the Company or the Company's auditors, as reasonably requested by the Company, in the Company's efforts to produce the Closing Statements and to conduct an audit of the Company as of the Closing Date, including, but not limited to, making available to the Company or the Company's auditors information, records or documents relating to the Company for periods prior to the Closing Date. The Closing Statement and any item thereof. Unless the Sellers’ Representative and/or the Purchaser deliver a Dispute Notice (in case of notification by the Sellers’ Representative, to the Purchaser, and to the Sellers’ Representative, in case of notification by the Purchaser) within thirty (30) days after receipt of the Post-Closing Statement Adjustment Calculation shall be prepared by the Sellers’ Representative and the Purchaser, such Post-Closing Statement shall be deemed the “Final Closing Statement,” shall be binding upon all parties, and shall not be subject to dispute or review. If the Sellers’ Representative and/or the Purchaser, acting Company in good faith, disagree(s) faith and in accordance with the Post-Closing Statementterms of this Agreement and GAAP, the Sellers’ Representative or the Purchaser, respectively, may, within thirty (30) days after receipt thereof by the Sellers’ Representative and the Purchaser, notify the Purchaser (in case of the Sellers’ Representative disagreeing with the Post-Closing Statement) or the Sellers’ Representative (in case of the Purchaser being in disagreement with the Post-Closing Statement) in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Post-Closing Statement. The Sellers’ Representative and Purchaser shall first use commercially reasonable efforts to resolve such dispute between themselves and, if they are able to resolve such dispute, the Post-Closing Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the “Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Sellers’ Representative and Purchaser are unable to resolve the dispute, however, within fifteen (15) days after receipt by the Purchaser of the Dispute Notice, the dispute shall be submitted (by way of a respective unilateral request of the Sellers’ Representative or the Purchaser, to be made to the Accounting Referee, of which the Purchaser, in case of a request by the Sellers’ Representative, or the Sellers’ Representative, in case of a request by the Purchaser, shall be notified simultaneously) to PWC (the “Accounting Referee”). In case this accounting firm rejects an appointment or does not accept an appointment within fifteen (15) days after been requested to do so, the Accounting Referee shall, upon unilateral request by the Purchaser or the Sellers’ Representative (with simultaneous notification of the Purchaser in case of a request by the Sellers’ Representative, and of the Sellers’ Representative, in case of a request by the Purchaser), be elected by the president of the Austrian Chamber of Accountants (Präsident der Xxxxxx der Wirtschaftstreuhänder Österreichs) among the Big Four (KPMG, E&Y, Deloitte). The Accounting Referee shall act as an expert and not arbiter and shall determine only those items in dispute on the Post-Closing Statement. Promptly, but no later than thirty (30) days after engagement, the Accounting Referee shall deliver a written report to the Sellers’ Representative and Purchaser as to the resolution of the disputed items and the resulting calculation of the Closing Working Capital. The Post-Closing Statement as determined by the Accounting Referee shall be deemed the “Final Closing Statement,” shall be conclusive and binding upon all parties and shall not be subject to dispute or review. The fees and expenses of the Accounting Referee in connection with the resolution of disputes pursuant to this Section 1.2(c)(ii) shall be borne in half by the Purchaser and in half by the Sellers. The Closing Working Capital set forth on the Final Closing Statement shall hereinafter be referred to as the “Final Working Capital”. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDEDconsistently applied.

Post-Closing Statement. (a) Within ninety (90) 60 days after the Closing Date, Purchaser shall procure that prepare in good faith and deliver to Seller statements of (i) Working Capital, (ii) Indebtedness of the Company prepares Company, and delivers to (iii) the Sellers’ Representative and to CapEx Shortfall Amount, in each case as of the Purchaser a statement Closing (collectively, the “Post-Initial - 23 - Closing Statement”) calculating the Closing Working Capital in good faith). Purchaser further shall procure that the Company provides the Sellers’ Representative, each Seller and the Accounting Referee, if any, with all information and documents they may reasonably request in connection with their review and assessment of the Post-Closing Statement and any item thereof. Unless the Sellers’ Representative and/or the Purchaser deliver a Dispute Notice (in case of notification by the Sellers’ Representative, to the Purchaser, and to the Sellers’ Representative, in case of notification by the Purchaser) within thirty (30) days after receipt of the Post-Closing Statement by the Sellers’ Representative and the Purchaser, such Post-The Initial Closing Statement shall be deemed the “Final Closing Statement,” shall be binding upon all parties, and shall not be subject to dispute or review. If the Sellers’ Representative and/or the Purchaser, acting prepared in good faith, disagree(s) accordance with the Post-Closing Statement, the Sellers’ Representative or the Purchaser, respectively, may, within thirty (30) days after receipt thereof by the Sellers’ Representative Accounting Principles and the Purchaser, notify the Purchaser (in case of the Sellers’ Representative disagreeing accordance with the Post-Closing Statement) or the Sellers’ Representative (in case of the Purchaser being in disagreement with the Post-Closing Statement) in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Post-Closing Statement. The Sellers’ Representative and Purchaser shall first use commercially reasonable efforts to resolve such dispute between themselves and, if they are able to resolve such dispute, the Post-Closing Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the “Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the Sellers’ Representative and Purchaser are unable to resolve the dispute, however, within fifteen (15) days after receipt by the Purchaser of the Dispute Notice, the dispute shall be submitted (by way of a respective unilateral request of the Sellers’ Representative or the Purchaser, to be made to the Accounting Referee, of which the PurchaserGAAP, in each case of a request by the Sellers’ Representative, or the Sellers’ Representative, in case of a request by the Purchaser, shall be notified simultaneously) to PWC (the “Accounting Referee”). In case this accounting firm rejects an appointment or does not accept an appointment within fifteen (15) days after been requested to do so, the Accounting Referee shall, upon unilateral request by the Purchaser or the Sellers’ Representative (applied consistently with simultaneous notification of the Purchaser in case of a request by the Sellers’ Representative, and of the Sellers’ Representative, in case of a request by the Purchaser), be elected by the president of the Austrian Chamber of Accountants (Präsident der Xxxxxx der Wirtschaftstreuhänder Österreichs) among the Big Four (KPMG, E&Y, Deloitte). The Accounting Referee shall act as an expert and not arbiter and shall determine only those items in dispute on the Post-Closing Statement. Promptly, but no later than thirty (30) days after engagement, the Accounting Referee shall deliver a written report to the Sellers’ Representative and Purchaser as to the resolution of the disputed items and the resulting calculation of the Closing Working Capital. The Post-Closing Statement as determined by the Accounting Referee shall be deemed the “Final Closing Statement,” shall be conclusive and binding upon all parties and shall not be subject to dispute or review. The fees and expenses of the Accounting Referee their application in connection with the resolution preparation of disputes pursuant to this Section 1.2(c)(iithe Company Financial Statements. (b) shall be borne in half by Following the Purchaser and in half by Closing through the Sellers. The Closing Working Capital set forth on date that the Final Closing Statement becomes final and binding, Seller and its Affiliates and representatives shall hereinafter be referred permitted to access and review the books, records and work papers of the Company, and Purchaser shall, and shall cause its Affiliates (including the Company) and its and their respective employees, accountants and other representatives to, cooperate with and assist Seller and its Affiliates and representatives in connection with such review, including by providing access to such books, records and work papers and making available personnel to the extent reasonably requested; provided, that the accountants of Purchaser and its Affiliates shall not be obliged to make any books, records or work papers available to Seller and its Affiliates except in accordance with such accountant’s normal disclosure procedures and then only after Seller or its Affiliate, as applicable, has signed a customary agreement relating to such access to books, records and work papers. (c) Purchaser agrees that, following the “Closing through the date that the Final Closing Statement becomes final and binding, it will not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Company Financial Statements or the Initial Closing Statement is based, or on which the Final Closing Statement is to be based, that would impede or delay the determination of the amount of Working Capital”, Indebtedness of the Company as of the Closing or the CapEx Shortfall Amount or the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.2.6

Post-Closing Statement. Within ninety sixty (9060) days after the Closing Date, Purchaser shall procure that the Company prepares prepare and delivers deliver to the SellersStockholders’ Representative and Agent, with a copy to the Purchaser Stockholders not acting as the Stockholders’ Agent (which shall not be required to constitute notice), a statement (the “Post-Closing Statement”) calculating (i) the Closing Net Working Capital Capital, and (ii) the Debt Amount, (iii) the Company Transaction Expenses, each as determined by Purchaser in good faith. Purchaser further shall procure that the Company provides the Sellers’ Representative, each Seller and the Accounting Referee, if any, with all information and documents they may reasonably request in connection with their review and assessment of the Post-Closing Statement and any item thereof. Unless the SellersStockholders’ Representative and/or Agent delivers the Purchaser deliver a Dispute Notice within sixty (in case of notification by the Sellers’ Representative, to the Purchaser, and to the Sellers’ Representative, in case of notification by the Purchaser) within thirty (3060) days after receipt of the Post-Closing Statement by the Sellers’ Representative and the PurchaserStatement, such Post-Closing Statement shall be deemed the “Final Closing Statement,” shall be binding upon all parties, and shall not be subject to dispute or review. If the SellersStockholders’ Representative and/or the PurchaserAgent, acting in good faith, disagree(s) disagrees with the Post-Closing Statement, the SellersStockholders’ Representative or the Purchaser, respectively, Agent may, within thirty sixty (3060) days after receipt thereof by the Sellers’ Representative and the Purchaserthereof, notify the Purchaser (in case of the Sellers’ Representative disagreeing with the Post-Closing Statement) or the Sellers’ Representative (in case of the Purchaser being in disagreement with the Post-Closing Statement) in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Post-Closing Statement. Purchaser shall make available to Stockholders’ Agent and his accountants and other representatives, at reasonable times, upon reasonable notice (and copies thereof at Stockholders’ sole cost and expense) at any time during (A) the review by Stockholders of the Post-Closing Statement and (B) during the pendency of any dispute under this clause (ii) the back-up materials used in preparing the Post-Closing Statement (which may include work papers, but only to the extent Purchaser has the right to disclose such work papers), in both electronic and physical form. The Sellers’ Representative Stockholders and Purchaser shall first use commercially reasonable efforts to resolve such dispute between themselves and, if they are able to resolve such dispute, the Post-Closing Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the “Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the SellersStockholders’ Representative Agent and Purchaser are unable to resolve the dispute, however, within fifteen (15) days after receipt by the Purchaser of the Dispute Notice, the parties shall submit the dispute shall be submitted (by way of a respective unilateral request of to an accounting firm mutually agreeable to Purchaser and the SellersStockholders’ Representative or the Purchaser, to be made to the Accounting Referee, of which the Purchaser, in case of a request by the Sellers’ Representative, or the Sellers’ Representative, in case of a request by the Purchaser, shall be notified simultaneously) to PWC Agent (the “Accounting Referee”). In case this accounting firm rejects an appointment or does not accept an appointment within fifteen (15) days after been requested Purchaser shall make available to do so, the Accounting Referee shalland its representatives at reasonable times, upon unilateral request by reasonable notice (and copies thereof) the back-up materials used in preparing the Post-Closing Statement, which may include work papers (but only to the extent Purchaser or has the Sellersright to disclose such work papers). The Stockholders’ Representative (Agent and his representatives shall have the right to meet with simultaneous notification of the Purchaser in case of a request by the Sellers’ Representative, and of the Sellers’ Representative, in case of a request by the Purchaser), be elected by the president of the Austrian Chamber of Accountants (Präsident der Xxxxxx der Wirtschaftstreuhänder Österreichs) among the Big Four (KPMG, E&Y, Deloitte)Accounting Referee to present his position. The Accounting Referee shall act as an expert and not arbiter and shall determine only those items and the amount in dispute on the Post-Closing Statement. Promptly, but no later than thirty (30) days after engagement, the Accounting Referee shall deliver a written report to the SellersStockholders’ Representative Agent and Purchaser as to the resolution of the disputed items and the resulting calculation of the Closing Net Working Capital. The Post-, Company Transaction Expenses and Debt Amount, provided, however that (X) the Closing Statement Net Working Capital as determined by the Accounting Referee shall be deemed not less than the “Final Closing Statement,” shall be conclusive Net Working Capital as set forth in the Post-Closing Statement and binding upon all parties and not greater than the Closing Net Working Capital as set forth in the Dispute Notice; (Y) the Company Transaction Expenses as determined by the Accounting Referee shall not be subject to dispute or review. The fees greater than the Company Transaction Expenses as set forth in the Post-Closing Statement and expenses of not less than the Company Transaction Expenses as set forth in the Dispute Notice and (Z) the Debt Amount as determined by the Accounting Referee in connection with the resolution of disputes pursuant to this Section 1.2(c)(ii) shall be borne in half by not greater than the Purchaser and in half by the Sellers. The Closing Working Capital Debt Amount as set forth on in the Final Post-Closing Statement shall hereinafter be referred to as the “Final Working Capital”. and not less CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.