Common use of Post-Closing True-Up Clause in Contracts

Post-Closing True-Up. (a) The Buyer shall deliver, no sooner than 30 days nor later than 60 days after the Closing, the Buyer’s determination of each of (i) the Net Working Capital, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amount, and (viii) the Maintenance Capital Expenditures Amount (the “Purchase Price Components”) in each case as of the Closing Date (the “Closing Statement”). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to cooperate with the Buyer in connection with the preparation of the Closing Statement and related information, and shall provide to the Buyer access to such books, records, personnel and other information as may be reasonably requested from time to time. (b) The Seller may dispute the Closing Statement or any item set forth thereon; provided, however, that the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s receipt of the Closing Statement (the “Closing Statement Review Period”). During the Closing Statement Review Period, the Seller will be permitted to review the Buyer’s working papers relating to the Closing Statement and shall be provided with reasonable access to individuals involved in preparing or reviewing the Closing Statement. In the event of a dispute with respect to any part of the Closing Statement, the Buyer and the Seller shall use reasonable efforts to reconcile their differences. If the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of the Seller’s written notice of dispute to the Buyer, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final,

Post-Closing True-Up. (ai) The Buyer shall deliver, no sooner than 30 days nor later than 60 Within sixty (60) days after the ClosingClosing Date, the Buyer shall provide to the Stockholder Representative the Closing Balance Sheet, together with the Buyer’s determination of each (A) the Excess Cash, (B) the Company Debt, (C) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (D) the aggregate amount of Change in Control Payments not otherwise paid immediately prior to the Effective Time, including any related employer portion of employment or payroll Taxes attributable thereto, (iE) the Net Working Capital, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures AmountDeficiency, and (viiiF) the Maintenance Capital Expenditures Amount Merger Consideration (collectively, the “Purchase Price ComponentsVerified Allocation Certificate”). The Buyer will make available at the Stockholder Representative’s reasonable request all records and work papers of the Buyer used in calculating such amounts. If the Stockholder Representative disagrees with any of the amounts set forth in the Verified Allocation Certificate, the Stockholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within thirty (30) days after the receipt of the Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Stockholder Representative will be deemed to have agreed to and accepted each case such calculation as of the Closing Date (the “Closing Statement”end of such period). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to Buyer shall promptly cooperate with the Buyer Stockholder Representative in providing such information as the Stockholder Representative reasonably requests in connection with the preparation review of the Closing Statement and related Verified Allocation Certificate (including by remote access to such information, and shall provide ). If the Stockholder Representative provides a Change Notice to the Buyer access to within such booksperiod, records, personnel the Verified Allocation Certificate and other information as may the components thereof included in the Change Notice shall be reasonably requested from time to timefinally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(d) (Resolution of Disputes). (bii) The Seller may dispute Based on the Closing Statement or any item set forth thereon; providedforegoing, however, that the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s receipt of the Closing Statement following amount (the “Closing Statement Review PeriodFinal Adjustment Amount”)) shall be determined equal to the difference of (A) the Merger Consideration as calculated based on the Verified Allocation Certificate as finally determined in accordance with Section 1.7(d) (Resolution of Disputes) minus (B) the Merger Consideration specified in the Allocation Certificate. During If the Closing Statement Review PeriodFinal Adjustment Amount is a positive number, the Seller will be permitted to review Buyer shall pay the Buyer’s working papers relating Final Adjustment Amount to the Closing Statement Paying Agent and shall be provided with reasonable access the Company for payment to individuals involved in preparing or reviewing the Closing Statement. In the event of a dispute Stockholders (other than with respect to any part of the Closing StatementCompany Series D Stock), the Buyer and the Seller shall use reasonable efforts to reconcile as applicable, based on their differences. If the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of the Seller’s written notice of dispute to the Buyer, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final,aggregate Pro Rata Escrow 17

Post-Closing True-Up. (a) The Buyer shall deliver, no sooner than 30 days nor No later than 60 ninety (90) days after the ClosingClosing Date, Buyer will provide to Seller a report (the “Post-Closing Report”), including pertinent supporting schedules, calculations and documentation, containing (x) Buyer’s determination of each good faith calculations of (i) the Net Working Capitalactual amount of Closing Cash (the “Final Closing Cash”), including amounts retained pursuant to Section 1.4(b)(iii), (ii) the Affiliate Short-Term Liabilitiesactual amounts of the Prorated Items as of the Closing (the “Final Prorated Items”), (iii) the Affiliate Long-Term LiabilitiesEvent Amounts (the “Final Event Amounts”), (iv) total Long-Term Debtthe amount of any Indebtedness of the Company as of immediately prior to the Closing that remained outstanding following the Closing (the “Final Indebtedness”), (v) any Long-Term Liabilitiesthe Casualty Credit (if any), (vi) the OPEB AmountLocal Pension Plan Adjustment, and (vii) an amount equal to 50% of the Expansion Capital Expenditures Amount, and (viii) aggregate amount of all accrued vacation obligations in respect of the Maintenance Capital Expenditures Amount (the “Purchase Price Components”) in each case Business Employees as of the Closing Date (such fifty percent (50%) the “Final Accrued Vacation Expense”), and (y) Buyer’s calculation of the Final Closing Purchase Price Amount based on the foregoing items. Calculations set forth on the Post-Closing Report will be done using the same methodology, practices and principles used by Seller in making the calculations set forth on the Estimated Closing Report. If Buyer fails to deliver the Post-Closing Report within such ninety (90) day period, Seller will deliver its good faith calculation (including all components thereof) of the Final Closing Cash, including amounts retained pursuant to Section 1.4(b)(iii), Final Prorated Items, Final Event Amounts, Final Indebtedness, Final Accrued Vacation Expense and the resulting calculation of the Final Closing Purchase Price Amount based on the foregoing items, in which event Buyer will have the same rights to review and object to such calculations under this Section 1.5 as Seller would have had upon Buyer’s preparation of such calculations. In connection with Seller’s review of the Post-Closing Report, Buyer will cooperate in good faith with Seller and its Representatives, including by providing on a timely basis all information reasonably necessary in the determination of the Final Closing Cash, the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information reasonably requested by Seller in connection therewith. (b) If Seller disagrees with the calculations set forth in the Post-Closing Report delivered by Buyer pursuant to Section 1.5(a), Seller may, within sixty (60) days after receipt of the Post-Closing Report, deliver a written notice to Buyer (a “Dispute Notice”) specifying in reasonable detail each item or amount that Seller disputes (the “Closing StatementDisputed Items”). For purposes of preparing the Closing Statement, the OPEB Amount amount in dispute for each Disputed Item and the reasons supporting Seller’s positions. If within thirty (30) days following the delivery by Seller of the Dispute Notice, Buyer and Seller conferring in good faith are unable to agree upon the Disputed Items or amounts in order to determine the amount of the Final Closing Cash, the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense, then on or prior to the forty-fifth (45th) day following delivery of the Dispute Notice, Buyer and Seller will each submit their respective determinations as to the unresolved Disputed Items (the “Unresolved Items”) to Xxxxx Xxxxxxxx LLP or, if Xxxxx Xxxxxxxx LLP is unwilling or unable to serve in such capacity, such other nationally recognized firm of independent certified public accountants mutually agreeable to Seller and Buyer that has not provided services to any Party or their respective Affiliates in the preceding two (2) years (the “Auditor”) (provided that, if Buyer and Seller are unable to agree upon such a firm on or prior to such forty-fifth (45th) day, then Buyer and Seller will each select an independent accounting firm meeting the requirements set forth above, and the two independent accounting firms will be calculated using actual demographics as instructed to jointly select the Auditor). Each of Buyer and Seller will also submit to the Auditor all information forming the basis of its determination of the Closing Date. The Seller agrees to cooperate with the Buyer in connection with the preparation of the Closing Statement Unresolved Items and related information, and shall provide to the Buyer access to such books, records, personnel and other information as may be reasonably requested from time to time. (b) The Seller may dispute by the Closing Statement or any item set forth thereon; provided, however, that the Seller shall notify the Buyer in writing of the disputed amountAuditor, and the basis each of such dispute, within ten (10) Business Days of the Seller’s receipt of the Closing Statement (the “Closing Statement Review Period”). During the Closing Statement Review Period, the Buyer and Seller will be permitted afforded an opportunity to review discuss the Unresolved Items with the Auditor at such hearing as the Auditor will request or permit; provided that (x) each of Buyer and Seller will provide the other with a copy of all materials provided to, and communication with, the Auditor and (y) none of Buyer’s working papers relating to , Buyer Parent, Seller or Seller Parent (or any of their respective Affiliates or Representatives) will engage in any ex parte communication with the Closing Statement and shall be provided with reasonable access to individuals involved in preparing or reviewing the Closing Statement. In the event of a dispute Auditor at any time with respect to the Unresolved Items. Buyer and Seller will instruct the Auditor to deliver to Buyer and Seller as promptly as practicable (and in any part case no later than thirty (30) days after its engagement), a written report setting forth the Auditor’s determinations and calculations of the Unresolved Items. The Auditor will (i) act as an arbitrator to determine, based solely on the presentations to by Buyer and Seller and not by independent review, only the Unresolved Items, (ii) make a determination with respect to the Unresolved Items only and in a manner consistent with Section 1.4 and this Section 1.5(b), (iii) use the definitions set forth in this Agreement with no consideration given to any modification of such definitions, (iv) be limited to those adjustments, if any, required to be made for the Post-Closing StatementReport to comply with the provisions of this Agreement, and (v) make a determination of each of the Unresolved Items within the range of Buyer’s and Seller’s disagreement as to such Unresolved Item. Such determination of the Auditor will be final, binding and conclusive upon the Parties (absent fraud or manifest error) and Buyer will promptly revise the Post-Closing Report to reflect such determination upon receipt of such decision. The fees, costs and expenses of the Auditor will be borne pro rata as between Buyer, on the one hand, and Seller, on the other hand, based on the proportionate deviation of the respective adjustment amounts for the Unresolved Items proposed by Buyer and Seller, as set forth in the Post-Closing Report (in the case of Buyer) and the Dispute Notice (in the case of Seller), from the determination of the final adjustment amounts made by the Auditor. The date on which the Final Closing Cash, the Buyer Final Prorated Items and the Seller shall use reasonable efforts Final Event Amounts are finally determined in accordance with this Section 1.5 is referred to reconcile their differences. If as the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of the Seller’s written notice of dispute to the Buyer, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final,“Determination Date.”

Post-Closing True-Up. (a) The Buyer shall Seller will deliver, no sooner than 30 days nor later than 60 sixty (60) days after the ClosingEffective Time, the Buyer’s Seller's determination of each of (i) the Net Working Capital, (ii) Book Value of the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amount, and (viii) the Maintenance Capital Expenditures Amount (the “Purchase Price Components”) in each case Acquired Assets as of the Closing Date Effective Time (the “"Closing Statement”"). For purposes The Closing Statement shall be ----------------- prepared on the same basis as the Statement of preparing Net Book Value of the Acquired Assets as of March 31, 2005 presented on Schedule 5.5 and at the level of detail ------------ as set forth on and consistent with Schedule 3.2(a) (provided that the amounts --------------- of the Regulatory Asset and Regulatory Liability set forth in the Closing StatementStatement shall equal the amounts set forth in the Purchase Price Certificate and shall not be subject to adjustment), and shall be subject to the OPEB Amount limitations and qualifications set forth in Section 3.1(d). Buyer will be calculated using actual demographics as of the Closing Date. The Seller agrees to cooperate with the Buyer Seller -------------- in connection with the preparation of the Closing Statement and related information, and shall will provide to the Buyer Seller access to such books, records, personnel and other information as may be reasonably requested from time to time. (b) The Seller Buyer may dispute the Closing Statement or any item set forth thereon; provided, however, that the Buyer will notify Seller shall notify the Buyer in writing of the any disputed amountitem, and the basis of such dispute, within ten thirty (1030) Business Days days of the Seller’s Buyer's receipt of the Closing Statement (the “"Closing Statement Review Period”"); and provided, ------------------------------- further, that Buyer's dispute of any item set forth on the Closing Statement shall be limited to changes in the Net Book Value of the Acquired Assets between March 31, 2005 and the Effective Time except for such items that are fixed in amount for purposes of Section 3.2(a) and the Closing Statement. During the ------------- Closing Statement Review Period, the Seller will be permitted to Buyer may review the Buyer’s Seller's working papers relating to the Closing Statement Statement, and shall be provided Seller will provide Buyer with reasonable access to individuals persons involved in preparing or reviewing the Closing Statement. In the event of a dispute with respect to any part of the Closing Statement, the Buyer and the Seller shall will use reasonable efforts to reconcile their differences. If the Buyer and the Seller are unable to reach a resolution of such differences within 30 thirty (30) days of receipt of the Seller’s Buyer's written notice of dispute to the BuyerSeller, the Buyer and the Seller shall will submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall will be instructed to apply the dispute resolution procedures set forth in Section 11.11 (except that an ------------- Independent Accounting Firm Partner selected pursuant to the procedures outlined in this Section 3.2(b) shall determine and report resolve the matter rather than an -------------- arbitrator selected pursuant to the partiesprovisions of Section 11.11 relating to ------------- arbitrator selection) and issue a report stating its determinations and resolutions regarding the amounts disputed, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed (such determination, an "Independent Accounting Firm Closing Statement --------------------------------------------- Determination"). Seller and Buyer will each make available to the Independent ------------- Accounting Firm all work papers, books and records relating to the Ohio T&D Business to the extent relevant to the determination of amounts set forth on the Closing Statement. The Independent Accounting Firm shall, within 30 days five (5) Business Days of its agreement to resolve the disputed items submitted to it, provide to Buyer and Seller the names and resumes of at least three partners of the Independent Accounting Firm (which resumes shall include a description of each such individual's substantial experience in the preparation and audit of financial statements of corporations engaged in businesses similar to the Ohio T&D Business and a disclosure of each such individual's existing or prior business and/or personal relationships (if any) with Buyer, Seller or any employees or counsel of any such Person) who are willing to serve as the individual responsible for determining and resolving the matters submitted by Buyer and Seller to the Independent Accounting Firm (such person, the "Independent ----------- Accounting Firm Partner"). If, on or before the third Business Day after their ----------------------- receipt of the information called for by the preceding sentence, Buyer and Seller have been unable after good faith negotiation to agree upon and select one of the individuals so identified to act as the Independent Accounting Firm Partner, then Buyer and Seller shall each have the right on or before the fifth Business Day after their receipt of such submissioninformation to deliver to the Independent Accounting Firm a confidential communication striking any or all of the individuals previously identified as a potential Independent Accounting Firm Partner as to whom an existing business and/or personal relationship was disclosed pursuant to the preceding sentence, upon and/or striking no more than one of the other individuals previously identified as a potential Independent Accounting Firm Partner. The Independent Accounting Firm shall then proceed to select the Independent Accounting Firm Partner from among the previously identified individuals who have not been stricken from consideration; if all such remaining disputed amountspreviously identified individuals are so stricken, the Independent Accounting Firm shall designate at least three additional partners who are eligible to serve as the Independent Accounting Firm Partner and such report the forgoing selection procedure shall be final,repeated until an Independent Accounting Firm Partner is selected. (c) The Closing Statement and the Net Book Value of the Acquired Assets set forth thereon will be adjusted (i) in accordance with any amount mutually agreed to in writing by Seller and Buyer with respect to any item set forth on the Closing Statement or (ii) in accordance with any Independent Accounting Firm Closing Statement Determination. As used herein, the term "Final Amount" means, ------------ as applicable, (x) the Net Book Value of the Acquired Assets set forth on the Closing Statement, as so adjusted pursuant to either clause (i) and/or (ii) of the immediately preceding sentence, as applicable, or (y) if Buyer fails to dispute in writing the Net Book Value of the Acquired Assets set forth on the Closing Statement within the Closing Statement Review Period, the computation of such Net Book Value of the Acquired Assets set forth on the Closing Statement. The fees and disbursements of the Independent Accounting Firm with respect to this Section 3.2 will be allocated between Buyer and Seller so that Buyer's ----------- share of such fees and disbursements will be in the same proportion that the aggregate amount of such disputed amounts so submitted by Buyer to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of all disputed amounts so submitted by Buyer to the Independent Accounting Firm. (i) If the Net Book Value of the Acquired Assets set forth on the Purchase Price Certificate exceeds the Final Amount, Seller will pay Buyer the difference promptly, but no later than five (5) days following the final determination of such Final Amount under Section 3.2(c), by wire transfer of immediately ------------- available funds to an account designated by Buyer. (ii) If the Net Book Value of the Acquired Assets set forth on the Purchase Price Certificate is less than the Final Amount, Buyer will pay Seller the difference promptly, but no later than five (5) days following the final determination of such Final Amount under Section 3.2(c), by wire transfer of -------------- immediately available funds to an account designated by Seller. (iii) If the Net Book Value of the Acquired Assets set forth on the Purchase Price Certificate equals the Final Amount, no payment will be made under this Section 3.2(c). -------------- (d) Any amount paid under Section 3.2(c) will be paid with interest for the -------------- period beginning on the Closing Date and ending on the day preceding the date of payment, calculated at the applicable prime rate of Citibank N.A. as in effect on the Closing Date (the "Applicable Rate") and will, to the maximum extent --------------- allowed by applicable Laws, constitute an adjustment to the Purchase Price.

Post-Closing True-Up. (a) The Buyer shall deliver, no sooner than 30 days nor later than 60 days after the Closing, the Buyer’s determination of each of (i) If the Net Working Capitalabsolute value of the Conclusive Cash True-Up Amount is less than or equal to $10,000, then there shall be no adjustment to the Aggregate Cash Consideration, and Parent and the Shareholder Representative shall jointly instruct the Escrow Agent to release to the Exchange Agent the full Holdback Amount, and no other payments shall be made pursuant to this Section 2.6(f). (ii) If the Affiliate ShortConclusive Cash True-Term LiabilitiesUp Amount is a negative number and the absolute value of such number exceeds $10,000, then the Shareholder Representative and Parent shall jointly instruct the Escrow Agent to (A) release to Parent from the Holdback Account and, if there shall be insufficient funds in the Holdback Account, the remainder from the Escrow Fund (and the Aggregate Cash Consideration shall be decreased by) an amount of cash equal to the absolute value of the Conclusive Cash True-Up Amount and (B) if applicable, release to the Exchange Agent for payment to the Company Shareholders the remaining balance of the Holdback Amount. (iii) If the Affiliate LongConclusive Cash True-Term LiabilitiesUp Amount is a positive number and the absolute value of such number exceeds $10,000, then the Aggregate Cash Consideration shall be increased by an amount equal to the Conclusive Cash True-Up Amount, and Parent shall (A) deliver such amount in cash to the Exchange Agent (to be paid to the Company Shareholders) according to the provisions of Sections 2.4 as if such increase in the Aggregate Cash Consideration were payable at the Effective Time and (B) release to the Exchange Agent for payment to the Company Shareholders the full balance of the Holdback Account. (iv) total Long-Term DebtAll payments to be made pursuant to this Section 2.6(f) shall be made on or before the tenth (10th) Business Day following the date on which Parent and the Shareholder Representative agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement. (v) any Long-Term LiabilitiesIf the Conclusive Cash Consideration Shortfall is greater than zero, then, then the Shareholder Representative and Parent shall jointly instruct the Escrow Agent to release to Parent from the Escrow Fund a number of shares of Parent Common Stock equal to (viA) the OPEB Amount, Conclusive Cash Consideration Shortfall divided by (viiB) the Expansion Capital Expenditures AmountDeemed Per-Share Value (subject to appropriate adjustment for any stock split (including a reverse stock split), and (viii) the Maintenance Capital Expenditures Amount (the “Purchase Price Components”) in each case as reclassification, recapitalization, split-up, combination, exchange of the Closing Date (the “Closing Statement”shares, readjustment, or other similar transaction, or a stock dividend or stock distribution thereon). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to cooperate with the Buyer in connection with the preparation of the Closing Statement and related information, and shall provide to the Buyer access to such books, records, personnel and other information as may be reasonably requested from time to time. (b) The Seller may dispute the Closing Statement or any item set forth thereon; provided, however, that the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s receipt of the Closing Statement (the “Closing Statement Review Period”). During the Closing Statement Review Period, the Seller will be permitted to review the Buyer’s working papers relating to the Closing Statement and shall be provided with reasonable access to individuals involved in preparing or reviewing the Closing Statement. In the event of a dispute with respect to any part of the Closing Statement, the Buyer and the Seller shall use reasonable efforts to reconcile their differences. If the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of the Seller’s written notice of dispute to the Buyer, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final,

Post-Closing True-Up. (a) The Buyer shall deliver, no sooner than 30 days nor later than 60 days after the Closing, the Buyer’s determination of each of If (i) (x) Fund Shareholder Approval was not obtained with respect to any Sponsored Fund or (solely to the Net Working Capitalextent that approval of the shareholders of a Sub-Advised Fund is required under Section 15 of the Investment Company Act, as determined by the sponsor of such Sub-Advised Fund) Sub-Advised Fund, or (y) any Separate Account Consent was not obtained prior to Closing, (ii) the Affiliate Short-Term LiabilitiesPurchase Price was adjusted at Closing pursuant to Section 2.5 as a result of the failure to obtain such Fund Shareholder Approval or Separate Account Consent, as the case may be, and (iii) on or prior to the Affiliate Long-Term Liabilities120th day after the Closing Date any such Fund Shareholder Approval or Separate Account Consent is obtained and in full force and effect as of the 120th day after the Closing Date, then Purchaser shall pay to Seller, on the 130th day after the Closing Date, an amount equal to the excess, if any, of (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (viI) the OPEB AmountPurchase Price that would have been paid if the Aggregate Closing Advisory Revenue Run-Rate had been calculated as provided in Section 2.7(b) and assuming that such Fund Shareholder Approval or Separate Account Consent, as the case may be, had been obtained prior to Closing over (viiII) the Expansion Capital Expenditures AmountPurchase Price that was paid at Closing, provided that in no event shall Purchaser be obligated to pay Seller, in respect of any Fund Shareholder Approval or Special Client Consent, an amount in excess of the lesser of (s) the reduction of the Purchase Price pursuant to Section 2.5 attributable to the relevant Sponsored Fund, Sub-Advised Fund or Special Account Client, as the case may be, and (viiit) the Maintenance Capital Expenditures Amount (amount of the “increase in the Purchase Price Components”) in each case as of the Closing Date (the “Closing Statement”). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees pursuant to cooperate with the Buyer in connection with the preparation of the Closing Statement and related information, and shall provide this Section 2.7 that is attributable to the Buyer access to such booksspecific Sponsored Fund, recordsSub-Advised Fund or Special Account Client, personnel and other information as the case may be reasonably requested from time to timebe. (b) The Seller may dispute For purposes of calculating the Aggregate Closing Statement or any item set forth thereon; provided, however, that the Seller shall notify the Buyer Advisory Revenue Run-Rate in writing respect of the disputed amountrelevant Sponsored Funds, Sub-Advised Funds and the basis of such dispute, within ten Separate Account Clients to which this Section 2.7 applies: (10A) Business Days of the Seller’s receipt of the Closing Statement (the “Closing Statement Review Period”). During the Closing Statement Review Period, the Seller will be permitted to review the Buyer’s working papers relating references to the Closing Statement and the Closing Date in the definitions of Aggregate Closing Advisory Revenue Run-Rate and Closing Adjusted Assets Under Management shall be provided with reasonable access deemed to individuals involved in preparing be references to the Business Day immediately following the date that the relevant Fund Shareholder Approval or reviewing Separate Account Consent is obtained; and (B) references to the Closing Statement. In in the event definition of a dispute with respect Adjusted Closing Fee Rate shall be deemed to be references to the Business Day immediately following the later of (u) the date that the relevant Fund Shareholder Approval or Separate Account Consent is obtained and (v) the date that any new Advisory Contract or merger, as the case may be, takes effect. (c) The procedures for resolving disputes between Seller and Purchaser set forth in Section 2.5(d) shall apply, mutatis mutandis, to any part of the Closing Statement, the Buyer and the Seller shall use reasonable efforts to reconcile their differences. If the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of the Seller’s written notice of dispute to the Buyer, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final,disputes arising under this Section 2.7.

Post-Closing True-Up. (ai) The Buyer shall deliver, no sooner than 30 days nor later than 60 Within sixty (60) days after the ClosingClosing Date, the Buyer shall provide to the Securityholder Representative the Closing Balance Sheet, together with the Buyer’s determination of each (A) the Closing Cash, (B) the Company Debt, (C) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (D) the aggregate amount of Change in Control Payments not otherwise paid immediately prior to the Effective Time, (iE) the Net Working CapitalCapital Deficiency or the Net Working Capital Surplus, (iiF) the Affiliate Short-Term Liabilities, Closing Cash Merger Consideration and (iiiG) the Affiliate Long-Term LiabilitiesNet Closing Share Merger Consideration (collectively, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amount, and (viii) the Maintenance Capital Expenditures Amount (the “Purchase Price ComponentsVerified Allocation Certificate”). The Buyer will make available at the Securityholder Representative’s reasonable request all records and work papers of the Buyer used in calculating such amounts. If the Securityholder Representative disagrees with any of the amounts set forth in the Verified Allocation Certificate, the Securityholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within sixty (60) days after the receipt of the Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Securityholder Representative will be deemed to have agreed to and accepted each case such calculation as of the Closing Date (the “Closing Statement”end of such period). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to Buyer shall reasonably promptly cooperate with the Buyer Securityholder Representative in providing such information as the Securityholder Representative reasonably requests in connection with the preparation review of the Closing Statement and related information, and shall provide Verified Allocation Certificate. If the Securityholder Representative provides a Change Notice to the Buyer access to within such booksperiod, records, personnel the Verified Allocation Certificate and other information as may the components thereof included in the Change Notice shall be reasonably requested from time to timefinally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(c) (Resolution of Disputes). (bii) The Seller may dispute Based on the foregoing, the “Final Adjustment Amount” shall be equal to the difference of (A) the Closing Statement Cash Merger Consideration as calculated based on the Verified Allocation Certificate (as finally determined in accordance with Section 1.7(c)) minus (B) the Closing Cash Merger Consideration specified in the Allocation Certificate. If the Final Adjustment Amount is a positive number or any item set forth thereon; providedzero, however, that the Seller shall notify the Buyer shall (1) pay the Final Adjustment Amount (unless such amount is zero) in writing cash to the Paying Agent for payment to the Securityholders, in accordance with their respective Pro Rata Shares; and (2) execute joint instructions together with the Securityholder Representative directing the Escrow Agent to remit the share portion of the disputed amountAdjustment Escrow Fund to Parent’s transfer agent and registrar for the purpose of reissuing such shares to the Securityholders in accordance with their Pro Rata Shares, and as directed by the basis Securityholder Representative. If the Final Adjustment Amount is a negative number, the Securityholder Representative shall execute joint instructions together with the Buyer directing the Escrow Agent to remit from the Adjustment Escrow Fund to the Buyer (i) an amount of such dispute, within ten (10) Business Days cash up to the amount of the Seller’s receipt Final Adjustment Amount and (i) if the cash portion of the Closing Statement Adjustment Escrow Fund is less than the Final Adjustment Amount, a number of Parent Common Shares equal to the lesser of (the “Closing Statement Review Period”). During A) such excess divided by the Closing Statement Review PeriodParent Share Price and (B) the number of Adjustment Escrow Shares, which, in either case, shall be deemed to fully satisfy any obligations of the Seller will be permitted to review the Buyer’s working papers relating Company and Securityholders with respect to the Closing Statement Final Adjustment Amount. If there is cash remaining in the Adjustment Escrow Fund following the foregoing, such remaining cash shall be added to the Indemnity Escrow Fund and shall be provided retained and distributed by the Escrow Agent in accordance with reasonable access this Agreement and the Escrow Agreement. If there are shares remaining in the Adjustment Escrow Fund following the foregoing, Buyer shall execute joint instructions together with the Securityholder Representative directing the Escrow Agent to individuals involved remit such shares to Parent’s transfer agent and registrar for the purpose of reissuing such shares to the Securityholders in preparing or reviewing accordance with their Pro Rata Shares, as directed by the Closing StatementSecurityholder Representative. In To the event of a dispute with respect to extent that any part portion of the Closing StatementAdjustment Escrow Fund or Indemnity Escrow Fund is remitted to Parent’s transfer agent and registrar in the form of Parent Common Shares for reissuance to the Securityholders pursuant to the terms of this Agreement, the Buyer and the Seller Parent shall use their reasonable best efforts to reconcile their differences. If direct the Buyer Parent’s registrar and transfer agent to facilitate the Seller are unable exchange of any certificate issued to reach a resolution the Escrow Agent with respect thereto into corresponding statements from the Parent’s registrar and transfer agent showing the issuance of such differences within 30 days of receipt portion of the Seller’s written notice of dispute Escrow Fund to the Securityholders (based on their Pro Rata Share) in certificated form, in non-certificated book-entry form, via direct registration statements (DRS) or other similar instrument. (iii) The Company, the Buyer, the Buyer Surviving Company, the Securityholder Representative and the Seller shall submit the amounts remaining in dispute for determination and resolution Securityholders agree to treat any adjustment to the Independent Accounting FirmMerger Consideration pursuant to this Section 1.7(b) (Post-Closing True-Up.), which shall be instructed to determine and report if any, as an adjustment to the parties, within 30 days after such submission, upon such remaining disputed amounts, Merger Consideration for all Tax purposes and such report shall be final,take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Post-Closing True-Up. If the Final Closing Revenue Run Rate Adjustment is not zero, then: (a) The Buyer shall deliver, no sooner than 30 days nor later than 60 days after From the Closing, Closing Date through the Buyer’s determination date that is the last Business Day of each of (i) the Net Working Capital, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amount, and (viii) the Maintenance Capital Expenditures Amount (the “Purchase Price Components”) in each case as of sixth month following the Closing Date (the “Closing StatementTrue-Up Date”). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as Buyer shall promptly provide the Seller Representative with copies of the Closing Date. The Seller agrees to cooperate with any Client Consents, termination notices or similar correspondence received by the Buyer in connection with or its Affiliates (including the preparation of Company Entities) during such period (the Closing Statement and related information, and shall provide “True-Up Period”) from any Clients that directly bear on the calculations to the Buyer access be performed pursuant to such books, records, personnel and other information as may be reasonably requested from time to timethis Section 2.07. (b) The Seller may dispute the Closing Statement or any item set forth thereon; providedAs promptly as practicable, however, that the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within but no later than ten (10) Business Days of after the Seller’s receipt of True-Up Date, the Closing Statement Buyer shall cause to be prepared and delivered to the Seller Representative a statement (the “Closing Statement Review PeriodTrue-Up Statement”). During the Closing Statement Review Period, the Seller will be permitted to review ) setting forth the Buyer’s working papers relating calculation of the True-Up Revenue Run Rate Adjustment, together with copies of such documents and information used by the Buyer in its calculation of such amounts as are reasonably necessary for the Seller Representative to the Closing Statement review and verify such amounts. (c) The provisions of Section 2.06(b) through (e) shall be provided with reasonable access to individuals involved in preparing or reviewing the Closing Statement. In the event of a dispute apply, mutatis mutandis, with respect to any part the Seller Representative’s review of the Closing True-Up Statement, the Buyer delivery of any notice of disagreement with respect to the calculation of True-Up Revenue Run Rate Adjustment by the Seller Representative and the Seller shall use reasonable efforts resolution of any such disagreement between the parties with respect to reconcile their differences. the calculation of True-Up Revenue Run Rate Adjustment. (d) If the amount of the Final Closing Revenue Run Rate Adjustment exceeds the amount of the True-Up Revenue Run Rate Adjustment, then the Buyer and shall pay the Seller are unable to reach a resolution amount of such differences within 30 days of receipt of the Seller’s written notice of dispute difference to the Buyer, Sellers in accordance with the Buyer Proceeds Allocation Methodology at a mutually convenient time and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the partiesplace, within 30 days five Business Days after such submissionthe True-Up Revenue Run Rate Adjustment has been finally determined by the parties pursuant to Section 2.07(c), upon such remaining disputed amounts, and such report shall be final,by wire transfer of immediately available funds.

Post-Closing True-Up. (a) The Buyer shall deliverAs soon as practicable, but in no sooner than 30 days nor later event more than 60 days after following the ClosingClosing Date, the Buyer’s determination of each of (i) the Net Working CapitalBuyer shall prepare, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amountor cause to be prepared, and (viii) the Maintenance Capital Expenditures Amount (the “Purchase Price Components”) in each case as of the Closing Date deliver to Seller a statement (the “Closing Statement”). For purposes ) consisting of preparing (i) an unaudited consolidated balance sheet of the Business as of immediately prior to the Closing StatementDate, the OPEB Amount will be calculated using actual demographics as (ii) a good faith calculation in reasonable detail of the Closing DateWorking Capital derived from such balance sheet and (iii) a good faith calculation of the amount of any payment required under Section 2.5(e), 2.5(f) and all other amounts specifically identified in this Agreement as being reflected on the face of the Reference Closing Statement; provided that such Closing Statement shall not include any vacation accrual. The Seller agrees to cooperate Closing Statement shall be prepared in accordance with the Buyer in connection with the preparation of the Closing Statement and related informationApplicable Accounting Principles, and except that it shall provide to the Buyer access to such books, records, personnel and other information as may be reasonably requested from time to timenot include any vacation accrual. (b) The Seller may dispute the Closing Statement or any item set forth thereon; provided, however, that the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s receipt complete its review of the Closing Statement within 30 days after delivery thereof by Buyer. In the event that Seller determines that the Closing Statement has not been prepared on the basis set forth in Section 2.5(a), Seller shall, on or before the last day of such 30-day period, so inform Buyer in writing (the “Closing Statement Review PeriodSeller’s Objection”). During , setting forth a specific description of the basis of Seller’s determination and the adjustments to the Closing Statement Review Periodand the corresponding adjustments to the Closing Working Capital that Seller believes should be made. If no Seller’s Objection is received by Buyer on or before the last day of such 30-day period, then the Closing Working Capital set forth on the Closing Statement delivered by Seller shall be final. Buyer shall have 30 days from its receipt of Seller’s Objection to review and respond to Seller’s Objection. (c) If Seller and Buyer are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in Seller’s Objection within 30 days following the completion of Buyer’s review of Seller’s Objection, they shall refer any remaining disagreements with respect to matters set forth in Seller’s Objection to the CPA Firm which, acting as an expert and not as an arbitrator, shall determine, on the basis set forth in and in accordance with Section 2.5(a), and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Statement and the Closing Working Capital require adjustment. Buyer and Seller will shall instruct the CPA Firm to deliver its written determination to Buyer and Seller no later than 30 days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. In making such determination, the CPA Firm shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or Seller, or less than the smallest value for such item claimed by Buyer or Seller. The CPA Firm’s determination shall be conclusive and binding upon Buyer and Seller and their respective Affiliates. The fees and disbursements of the CPA Firm shall be borne by Seller if the CPA Firm rules against a majority (by dollar value) of the items set forth in Seller’s Objection that are submitted to the CPA Firm and by Buyer if the CPA Firm rules in favor of a majority (by dollar value) of the items set forth in Seller’s Objection that are submitted to the CPA Firm. Buyer and Seller shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of their respective accountants, to the extent permitted to review the Buyer’s working papers by such accountants) relating to the Closing Statement and Seller’s Objection and all other items reasonably requested by the CPA Firm in connection therewith, and may submit such additional data and information to the CPA Firm as each deems appropriate. (d) Buyer and the Companies shall provide to Seller and its accountants full access to the books and records of the Business and to any other information, including work papers of its accountants (to the extent permitted by such accountants), and to any employees during regular business hours and on reasonable advance notice, to the extent necessary for Seller to review the Closing Statement and prepare materials for the CPA Firm in connection with Section 2.5(c). (e) An amount equal to (A) the Reference Closing Working Capital, minus (B) the Closing Working Capital (as adjusted pursuant to this Section 2.5, if applicable), expressed as a positive, if positive, or as a negative, if negative, is referred to in this Agreement as the “Working Capital True-Up Amount.” Subject to Section 2.5(f), if the Working Capital True-Up Amount is a negative number, then Opco shall pay to Seller (by wire transfer of immediately available funds) an amount in cash equal to the absolute value of the Working Capital True-Up Amount, and if the Working Capital True-Up Amount is a positive number, then Seller shall pay to Opco (by wire transfer of immediately available funds) an amount in cash equal to the value of the Working Capital True-Up Amount. (f) If the amount that would otherwise constitute a Reference Working Capital Adjustment Amount or a Working Capital True-Up Amount is equal to or less than $250,000, no payment shall be provided with reasonable access to individuals involved made, except that any such amounts in preparing or reviewing respect of any accrued interest under the Closing Statement. In the event of a dispute with respect to any part Notes as of the Closing Statementshall be payable regardless of the limitation set forth in this Section 2.5(f). (g) Within a reasonable time following each Transfer Date, Seller shall provide Opco with a cash payment equal to the aggregate vacation accrual of the Transferred Employees who become employees of Opco as of such Transfer Date; it being understood that if as of the last to occur of such Transfer Dates, the Buyer and the Seller shall use reasonable efforts to reconcile their differences. If the Buyer and the Seller are unable to reach a resolution aggregate cash payment in respect of such differences within 30 days vacation accruals would not have been payable as a result of receipt of Section 2.5(f) if it had been included in the Seller’s written notice of dispute to the BuyerWorking Capital True-Up Amount, the Buyer and the Seller such payment shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall not be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final,made.

Post-Closing True-Up. (ai) The Buyer shall deliver, no sooner than 30 days nor later than 60 Within ninety (90) days after the ClosingClosing Date, Buyer shall provide to the Securityholder Representative a statement of Net Working Capital, Unrestricted Cash, Transaction Expenses and Company Debt of the Company as of 11:59 PM Eastern time on the Closing Date, without giving effect to the consummation of the Transactions (the “Closing Working Capital Statement”), which Closing Working Capital Statement shall be prepared in accordance with GAAP, without giving effect to the consummation of the Transactions and subject to the adjustments specified in the definition of Net Working Capital, and include Buyer’s determination of each calculation of (iA) the Company Debt (the “Post-Closing Company Debt Calculation”), (B) the Net Working Capital, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amount, and (viii) the Maintenance Capital Expenditures Amount (the “Purchase Price ComponentsPost-Closing Net Working Capital Calculation”), (C) the Unrestricted Cash (the “Post-Closing Unrestricted Cash Calculation”) and (D) the Transaction Expenses (the “Post-Closing Transaction Expense Calculation”). Buyer will make available at the Securityholder Representative’s reasonable request all records and work papers (and personnel involved in the creation or preparation thereof) used in calculating such amounts. If the Securityholder Representative disagrees with either the Post-Closing Company Debt Calculation, the Post-Closing Net Working Capital Calculation, the Post-Closing Unrestricted Cash Calculation or the Post-Closing Transaction Expense Calculation, the Securityholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to Buyer within forty-five (45) days after the receipt of the Closing Working Capital Statement (and in the event no Change Notice is provided during such period, the Securityholder Representative will be deemed to have agreed to and accepted each case such calculation as of the Closing Date (the “Closing Statement”end of such period). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to Bxxxx shall promptly cooperate with the Buyer Securityholder Representative in providing such information as the Securityholder Representative reasonably requests in connection with the preparation review of the Closing Statement Working Capital Statement. If the Securityholder Representative provides a Change Notice to Buyer within such period, the amount of the Company Debt, Net Working Capital, Unrestricted Cash and related information, and Transaction Expenses shall provide to be finally determined in accordance with the Buyer access to such books, records, personnel and other information as may be reasonably requested from time to timeresolution of dispute procedures set forth in Section 1.7(d) (Resolution of Disputes). (bii) The Seller may dispute Based on the Closing Statement or any item set forth thereon; provided, however, that foregoing: (A) the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s receipt of the Closing Statement following amount (the “Final WC Adjustment Amount”) shall be determined equal to the sum of (A) the Company Debt, as finally determined, as of immediately prior to the Effective Time minus the Company Debt Payoff Amount, plus (B) if the Net Working Capital Deficiency, if any, would have been a greater positive amount based on the Net Working Capital as finally determined, the amount of such change in the Net Working Capital Deficiency, plus (C) the amount by which the Transaction Expenses are greater than the Transaction Expenses specified in the Allocation Certificate, plus (D) the employer portion of employment taxes with respect to the Merger Consideration payable at Closing Statement Review Periodin respect of the Company Phantom Units as finally determined minus that amount included in the Allocation Certificate in respect thereof, plus (E) the amount by which the Change in Control Payments, if any, are greater than the Change in Control Payments specified in the Allocation Certificate. If the Final WC Adjustment Amount is a positive number, Buyer shall be entitled to receive from the Escrow Amount such Final WC Adjustment Amount. In such event, Bxxxx and the Securityholder Representative shall execute DB3/200169974.12 and deliver to the Escrow Agent disbursement instructions for the Final WC Adjustment Amount in accordance with the Escrow Agreement; and (B) if the Dividend Prepayment amount was more than one-half of the Unrestricted Cash, as finally determined, as of immediately prior to the Effective Time, Buyer shall be entitled to receive from the Escrow Amount an amount equal to the amount by which the Dividend Prepayment was more than one-half of the Unrestricted Cash, as finally determined, as of immediately prior to the Effective Time (the “Cash Shortfall”). During In such event, Bxxxx and the Closing Statement Review Period, the Seller will be permitted to review the Buyer’s working papers relating Securityholder Representative shall execute and deliver to the Closing Statement and shall be provided Escrow Agent disbursement instructions for the Cash Shortfall in accordance with reasonable access to individuals involved in preparing or reviewing the Closing Statement. In the event of a dispute with respect to any part of the Closing Statement, the Buyer and the Seller shall use reasonable efforts to reconcile their differences. If the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of the Seller’s written notice of dispute to the Buyer, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final,Escrow Agreement.

Post-Closing True-Up. (ai) The Buyer shall deliver, no sooner than 30 days nor later than 60 Within ninety (90) days after the ClosingClosing Date, the Buyer shall provide to the Member Representative the Closing Balance Sheet, together with the Buyer’s determination of each (A) the Closing Cash, (B) the Company Debt, (C) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (D) the aggregate amount of Change in Control Payments not otherwise paid immediately prior to the Effective Time, (iE) the Net Working Capital, (ii) Capital Deficiency or the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Net Working Capital Expenditures AmountSurplus, and (viiiF) the Maintenance Capital Expenditures Amount Closing Cash Merger Consideration (collectively, the “Purchase Price ComponentsVerified Allocation Certificate”). The Buyer will make available at the Member Representative’s reasonable request all records and work papers of the Buyer used in calculating such amounts. If the Member Representative disagrees with any of the amounts set forth in the Verified Allocation Certificate, the Member Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within ninety (90) days after the receipt of the Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Member Representative will be deemed to have agreed to and accepted each case such calculation as of the Closing Date (the “Closing Statement”end of such period). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to Buyer shall reasonably promptly cooperate with the Buyer Member Representative in providing such information as the Member Representative reasonably requests in connection with the preparation review of the Closing Statement and related information, and shall provide Verified Allocation Certificate. If the Member Representative provides a Change Notice to the Buyer access to within such booksperiod, records, personnel the Verified Allocation Certificate and other information as may the components thereof included in the Change Notice shall be reasonably requested from time to timefinally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(c) (Resolution of Disputes). (bii) The Seller may dispute Based on the foregoing, if a Change Notice is validly delivered pursuant to Section 1.7(b) (Post-Closing Statement or any item set forth thereon; providedTrue-Up) and resolved pursuant to Section 1.7(c) (Resolution of Disputes), however, that the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s receipt of the Closing Statement following amount (the “Closing Statement Review PeriodFinal Adjustment Amount”). During ) shall be determined equal to the difference of (A) the Closing Statement Review Period, Cash Merger Consideration as calculated based on the Seller will be permitted to review the Buyer’s working papers relating to Verified Allocation Certificate as finally determined in accordance with Section 1.7(c) (Resolution of Disputes) minus (B) the Closing Statement and shall be provided with reasonable access to individuals involved Cash Merger Consideration specified in preparing or reviewing the Closing StatementAllocation Certificate. In If the event of Final Adjustment Amount is a dispute with respect to any part of the Closing Statementpositive number, the Buyer shall (1) pay the Final Adjustment Amount to the Members, and (2) execute instructions directing the Seller shall use reasonable efforts Escrow Agent to reconcile remit the Adjustment Escrow Amount to the Members, in each case such payment will be made to Members based on their differencesPro Rata Share. If the Buyer Final Adjustment Amount is a negative number, the Member Representative and the Seller are unable Buyer shall execute joint instructions directing the Escrow Agent to reach a resolution of remit such differences within 30 days of receipt of amount from the Seller’s written notice of dispute Adjustment Escrow Amount to the Buyer, and if the Adjustment Escrow Amount is insufficient, the Buyer, in its sole discretion, may elect to recover any remainder from (x) the Indemnity Escrow Amount, (y) the Members (based on their Pro Rata Shares), or (z) any combination of (x) and (y). If there is a remaining Adjustment Escrow Amount following the foregoing, the Buyer shall promptly execute instructions directing the Escrow Agent to remit such remainder from the Adjustment Escrow Amount to the Members, based on their Pro Rata Shares. (iii) The Company, the Buyer, the Surviving Company, the Member Representative and the Seller shall submit the amounts remaining in dispute for determination and resolution Members agree to treat any adjustment to the Independent Accounting FirmMerger Consideration pursuant to this Section 1.7(b) (Post-Closing True-Up), which shall be instructed to determine and report if any, as an adjustment to the parties, within 30 days after such submission, upon such remaining disputed amounts, Merger Consideration for all Tax purposes and such report shall be final,take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.

Post-Closing True-Up. (a) The Buyer shall deliver, no sooner than 30 days nor later than 60 days after the Closing, the Buyer’s 's determination of each of (i) the Net Working Capital, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amount, and (viii) the Maintenance Capital Expenditures Amount (the “"Purchase Price -------------- Components”") in each case as of the Closing Date (the “"Closing ---------- ------- Statement”"). For purposes of preparing the Closing Statement, the OPEB --------- Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to cooperate with the Buyer in connection with the preparation of the Closing Statement and related information, and shall provide to the Buyer access to such books, records, personnel and other information as may be reasonably requested from time to time. (b) The Seller may dispute the Closing Statement or any item set forth thereon; provided, however, that the Seller shall notify the -------- ------- Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s 's receipt of the Closing Statement (the “"Closing Statement Review Period”"). During the ------------------------------- Closing Statement Review Period, the Seller will be permitted to review the Buyer’s 's working papers relating to the Closing Statement and shall be provided with reasonable access to individuals involved in preparing or reviewing the Closing Statement. In the event of a dispute with respect to any part of the Closing Statement, the Buyer and the Seller shall use reasonable efforts to reconcile their differences. If the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of the Seller’s 's written notice of dispute to the Buyer, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final,determination

Post-Closing True-Up. If there is a reduction to the Closing Payment Amount pursuant to Section 1.6(a) and any Client designated for “Written Consent” in Section 3.8(a) of the Company Group Disclosure Schedule that is a Non-Consenting Client as of the Closing (a) The Buyer shall delivereach, no sooner than 30 days nor later than 60 days after the Closing, the Buyer’s determination of each of (i) the Net Working Capital, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amount, and (viii) the Maintenance Capital Expenditures Amount (the a “Purchase Price ComponentsContingent Client”) in each case as of continues to accept investment advisory services provided by the Company Group through the date that is 120 days following the Closing Date (the “Closing StatementTrue-Up Date”). For purposes , and prior to the True-Up Date has not notified a member of preparing the Closing StatementCompany Group, orally or in writing, that it intends to terminate its Advisory Agreement or withdraw all of its assets under management by the OPEB Amount will be calculated using actual demographics Company Group, then the Buyers shall make a payment by Wire Transfer to the Sellers within five Business Days following the True-Up Date in an amount equal to the additional amount that would have been payable to the Sellers if the Revenue Run-Rate as of the Closing Revenue Run- Rate Date attributable to each Contingent Client that so continues to accept investment advisory services through the True-Up Date and has not prior to the True-Up Date so notified a member of the Company Group had been included in the calculation of the Final Closing Revenue Run-Rate pursuant to Section 1.8(a). From and after the Closing through the True-Up Date, the Buyers and their Affiliates shall (x) act in good faith to maintain intact the investment advisory services relationship between the Company Group and each Contingent Client (and shall not permit any such relationship to be transferred from the Company Group to any of the Buyers and their Affiliates (other than the Company Group)) and (y) not take any action the sole purpose and intent of which is to reduce any payment pursuant to this Section 1.9. The Seller agrees to cooperate Buyers shall periodically (and no less frequently than on a monthly basis) provide the Sellers with updates regarding any outflows (withdrawals, redemptions and distributions) of assets under management by the Buyer Company Group in connection with respect of each Contingent Client and the preparation termination of the Closing Statement and related informationAdvisory Agreement of any Contingent Client, and shall provide to the Buyer access to such books, records, personnel and other information as may be reasonably requested from time to time. (b) The Seller may dispute in each case occurring after the Closing Statement or any item set forth thereon; providedthrough the True-Up Date, however, that together with such supporting documentation as the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s receipt of the Closing Statement (the “Closing Statement Review Period”). During the Closing Statement Review Period, the Seller will be permitted to review the Buyer’s working papers relating to the Closing Statement and shall be provided with reasonable access to individuals involved in preparing or reviewing the Closing Statement. In the event of a dispute with respect to any part of the Closing Statement, the Buyer and the Seller shall use reasonable efforts to reconcile their differences. If the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of the Seller’s written notice of dispute to the Buyer, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final,Sellers may reasonably request.

Post-Closing True-Up. (ai) The Buyer shall deliver, no sooner than 30 days nor later than 60 Within ninety (90) days after the ClosingClosing Date, the Buyer shall provide to the Securityholder Representative the Closing Balance Sheet, together with the Buyer’s determination of each (A) the Unrestricted Cash, (B) the Company Debt, (C) the Company Long-Term Deferred Revenue, (D) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (E) the aggregate amount of Change in Control Payments, including any related employer portion of employment taxes attributable thereto, (iF) the Net Working Capital, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures AmountDeficiency, and (viiiG) the Maintenance Capital Expenditures Amount Merger Consideration (the “Purchase Price Components”) in each case as of the Closing Date (collectively, the “Closing Working Capital Statement”). For purposes The Buyer will make available at the Securityholder Representative’s reasonable request all records and work papers used in calculating such amounts. If the Securityholder Representative disagrees with any of preparing the amounts set forth in the Closing Working Capital Statement, the OPEB Amount Securityholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within forty five (45) days after the receipt of the Closing Working Capital Statement (and in the event no Change Notice is provided during such period, the Securityholder Representative will be calculated using actual demographics deemed to have agreed to and accepted each such calculation as of the Closing Dateend of such period). The Seller agrees to Buyer shall promptly cooperate with the Buyer Securityholder Representative in providing such information as the Securityholder Representative reasonably requests in connection with the preparation review of the Closing Statement and related information, and shall provide Working Capital Statement. If the Securityholder Representative provides a Change Notice to the Buyer access to within such booksperiod, records, personnel the Closing Working Capital Statement and other information as may the components thereof included in the Change Notice shall be reasonably requested from time to timefinally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(d) (Resolution of Disputes). (bii) The Seller may dispute Based on the Closing Statement or any item set forth thereon; providedforegoing, however, that the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s receipt of the Closing Statement following amount (the “Final Adjustment Amount”) shall be determined equal to the difference of (A) the Merger Consideration specified in the Allocation Certificate, minus (B) the Merger Consideration as calculated based on the Closing Working Capital Statement Review Period”as finally determined in accordance with Section 1.7(d) (Resolution of Disputes). During If the Closing Statement Review PeriodFinal Adjustment Amount is a positive number, the Seller will be permitted to review the Buyer’s working papers relating to the Closing Statement and Buyer shall be provided with reasonable access entitled to individuals involved in preparing or reviewing receive from the Closing StatementEscrow Amount such Final Adjustment Amount. In the event of a dispute with respect to any part of the Closing Statementsuch event, the Buyer and the Seller Securityholder Representative shall use reasonable efforts execute and deliver to reconcile their differencesthe Escrow Agent disbursement instructions for the Final Adjustment Amount in accordance with the Escrow Agreement. If the Buyer and the Seller are unable to reach Final Adjustment Amount is a resolution of such differences within 30 days of receipt of the Seller’s written notice of dispute to the Buyernegative number, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution pay to the Independent Accounting Firm, which shall be instructed to determine and report Paying Agent for payment to the partiesStockholders and holders of Company Warrants, within 30 days after such submission, upon such remaining disputed amountstheir aggregate Pro Rata Share of the Final Adjustment Amount for payment to the Stockholders and former holders of the Company Warrants in accordance with their respective Pro Rata Shares, and such report shall be final,pay the remaining portion of the Final Adjustment Amount to the Surviving Corporation for payment to the holders of the Company Options in accordance with their respective Pro Rata Shares.

Post-Closing True-Up. (ai) The Buyer shall deliver, no sooner than 30 days nor later than 60 Within ninety (90) days after the ClosingClosing Date, the Buyer shall provide to the Stockholder Representative the Closing Balance Sheet, together with the Buyer’s determination of each (A) the Closing Cash, (B) the Company Debt, (C) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (D) the aggregate amount of Change in Control Payments not otherwise paid immediately prior to the Effective Time, (iE) the Net Working Capital, (ii) Capital Deficiency or the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Net Working Capital Expenditures AmountSurplus, and (viiiF) the Maintenance Capital Expenditures Amount Closing Cash Merger Consideration (collectively, the “Purchase Price ComponentsVerified Allocation Certificate”). The Buyer will make available at the Stockholder Representative’s reasonable request all records and work papers of the Buyer used in calculating such amounts. If the Stockholder Representative disagrees with any of the amounts set forth in the Verified Allocation Certificate, the Stockholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within ninety (90) days after the receipt of the Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Stockholder Representative will be deemed to have agreed to and accepted each case such calculation as of the Closing Date (the “Closing Statement”end of such period). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to Buyer shall reasonably promptly cooperate with the Buyer Stockholder Representative in providing such information as the Stockholder Representative reasonably requests in connection with the preparation review of the Closing Statement and related information, and shall provide Verified Allocation Certificate. If the Stockholder Representative provides a Change Notice to the Buyer access to within such booksperiod, records, personnel the Verified Allocation Certificate and other information as may the components thereof included in the Change Notice shall be reasonably requested from time to timefinally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(c) (Resolution of Disputes). (bii) The Seller may dispute Based on the foregoing, if a Change Notice is validly delivered pursuant to Section 1.7(b) (Post-Closing Statement or any item set forth thereon; providedTrue-Up) and resolved pursuant to Section 1.7(c) (Resolution of Disputes), however, that the Seller shall notify the Buyer in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of the Seller’s receipt of the Closing Statement following amount (the “Closing Statement Review PeriodFinal Adjustment Amount”). During ) shall be determined equal to the difference of (A) the Closing Statement Review Period, Cash Merger Consideration as calculated based on the Seller will be permitted to review the Buyer’s working papers relating to Verified Allocation Certificate as finally determined in accordance with Section 1.7(c) (Resolution of Disputes) minus (B) the Closing Statement and shall be provided with reasonable access to individuals involved Cash Merger Consideration specified in preparing or reviewing the Closing StatementAllocation Certificate. In If the event of Final Adjustment Amount is a dispute with respect to any part of the Closing Statementpositive number, the Buyer shall (1) pay the Final Adjustment Amount to the Stockholders, and (2) execute instructions directing the Seller shall use reasonable efforts Escrow Agent to reconcile remit the Adjustment Escrow Amount to the Stockholders, in each case such payment will be made to Stockholders based on their differencesPro Rata Share. If the Buyer Final Adjustment Amount is a negative number, the Stockholder Representative and the Seller are unable Buyer shall execute joint instructions directing the Escrow Agent to reach a resolution of remit such differences within 30 days of receipt of amount from the Seller’s written notice of dispute Adjustment Escrow Amount to the Buyer, and if the Adjustment Escrow Amount is insufficient, the Buyer, in its sole discretion, may elect to recover any remainder from (x) the Indemnity Escrow Amount, (y) the Stockholders (based on their Pro Rata Shares), or (z) any combination of (x) and (y). If there is a remaining Adjustment Escrow Amount following the foregoing, the Buyer shall promptly execute instructions directing the Escrow Agent to remit such remainder from the Adjustment Escrow Amount to the Stockholders, based on their Pro Rata Shares. (iii) The Company, the Buyer, the Surviving Company, the Stockholder Representative and the Seller shall submit the amounts remaining in dispute for determination and resolution Stockholders agree to treat any adjustment to the Independent Accounting FirmMerger Consideration pursuant to this Section 1.7(b) (Post-Closing True-Up), which shall be instructed to determine and report if any, as an adjustment to the parties, within 30 days after such submission, upon such remaining disputed amounts, Merger Consideration for all Tax purposes and such report shall be final,take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the Code.