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

Post-Closing True-Up. (a) Within twenty (20) Business Days after the Distribution Date, LQ Parent shall prepare and deliver to CPLG a statement (the “Statement”), setting forth (i) the amount by which the Estimated Existing Net Indebtedness exceeds, or is less than (as applicable) the Closing Existing Net Indebtedness, and (ii) the amount by which the accrued but unpaid Transaction Expenses as of the Distribution Date exceeds the Estimated Transaction Expenses. CPLG shall provide reasonable assistance to LQ Parent in the preparation of the Statement. (b) The Statement shall become final and binding upon the Parties on the 10th Business Day following delivery thereof, unless CPLG gives written notice of its disagreement with the Statement (a “Notice of Disagreement”) to LQ Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date not being determined in accordance with this Section 3.7. If a Notice of Disagreement is received by LQ Parent in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Parties on the earlier of (A) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accountant. During the 10-Business Day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-Business Day period, if any matters remain in dispute, the Parties shall submit to a nationally recognized independent public accountant (the “Accountant”) for determination any and all such matters that remain in dispute and were properly included in the Notice of Disagreement. The Accountant, who shall act as expert and not arbitrator, shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. The scope of the disputes to be resolved by the Accountant shall be solely limited to whether the determination of Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date was done in accordance with this Section 3.7 (including the other definitions utilized in, and related to, Closing Existing Net Indebtedness or Transaction Expenses), and whether there were mathematical errors in the Statement. The Parties shall use reasonable best efforts to cause the Accountant to render a decision resolving the matters submitted to the Accountant within 30 days of receipt of the submission. Judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the Party against which such determination is to be enforced. The fees and expenses of the Accountant pursuant to this Section 3.7 shall be equally shared by the Parties. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of CPLG’s independent auditors, attorneys and other consultants shall be borne by CPLG and the fees and disbursements of LQ Parent’s independent auditors, attorneys and other consultants shall be borne by LQ Parent. (i) If the amount of the Closing Existing Net Indebtedness in the final Statement: (A) is less than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (ii) If the amount of the accrued but unpaid Transaction Expenses as of the Distribution Date in the final Statement: (A) is less than the Transaction Expenses determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Transaction Expenses determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (iii) Any payment made pursuant to this Section 3.7(c) shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the Party entitled to receive such payment. (d) Any payments made to CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as a capital contribution to CPLG. Any payments made by CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as an adjustment to the consideration described in Section 2.2. (e) During the period of time from and after the Distribution Date through the resolution of any payment contemplated by Section 3.7(c), each of the Parties shall afford to each other and their respective accountants and counsel in connection with any actions contemplated by this Section 3.7 reasonable access during normal business hours to all the properties, personnel and records of such Party relevant to the Statement, the Notice of Disagreement and any payments contemplated by this Section 3.7.

Post-Closing True-Up. (a) Within twenty (20) Business Days after As soon as practicable, but in no event more than 60 days following the Distribution Closing Date, LQ Parent Buyer shall prepare prepare, or cause to be prepared, and deliver to CPLG Seller a statement (the “Closing Statement”) consisting of (i) an unaudited consolidated balance sheet of the Business (other than the Canadian Sub) as of the close of business on the Closing Date, (ii) a good faith calculation in reasonable detail of the Closing Working 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 Closing Statement shall be prepared in accordance with the Applicable Accounting Principles, except that it shall not include any vacation accrual. (b) Seller shall 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 “Seller’s Objection”), setting forth (i) a specific description of the amount by which basis of Seller’s determination and the Estimated Existing Net Indebtedness exceeds, or is less than (as applicable) adjustments to the Closing Existing Net IndebtednessStatement and 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 (ii) the amount by which the accrued but unpaid Transaction Expenses as of the Distribution Date exceeds the Estimated Transaction Expenses. CPLG shall provide reasonable assistance respond to LQ Parent in the preparation of the StatementSeller’s Objection. (bc) The Statement shall become final If Seller and binding upon the Parties on the 10th Business Day following delivery thereof, unless CPLG gives written notice Buyer are unable to resolve all of its disagreement with the Statement (a “Notice of Disagreement”) to LQ Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include their disagreements based on mathematical errors or based on Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date not being determined in accordance with this Section 3.7. If a Notice of Disagreement is received by LQ Parent in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Parties on the earlier of (A) the date the Parties resolve in writing any differences they have with respect to the matters specified proposed adjustments set forth in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accountant. During the 10-Business Day period Seller’s Objection within 30 days following the delivery completion of a Notice Buyer’s review of DisagreementSeller’s Objection, they shall refer any remaining disagreements with respect to matters set forth in Seller’s Objection to the Parties CPA Firm which, acting as an expert and not as an arbitrator, shall seek determine, on the basis set forth in good faith to resolve and in writing any differences that they may have accordance with Section 2.5(a), and only with respect to the matters specified in the Notice of Disagreement. At the end of such 10-Business Day periodremaining differences so submitted, whether and to what extent, if any matters remain in disputeany, the Parties Closing Statement and the Closing Working Capital require adjustment. Buyer and Seller shall submit 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 nationally recognized independent public accountant (value to any item greater than the “Accountant”) greatest value for determination any and all such matters that remain in dispute and were properly included in item claimed by Buyer or Seller, or less than the Notice of Disagreementsmallest value for such item claimed by Buyer or Seller. The Accountant, who shall act as expert and not arbitrator, CPA Firm’s determination shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed conclusive and binding upon by the Parties in writing. The scope of the disputes to be resolved by the Accountant shall be solely limited to whether the determination of Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date was done in accordance with this Section 3.7 (including the other definitions utilized in, Buyer and related to, Closing Existing Net Indebtedness or Transaction Expenses), Seller and whether there were mathematical errors in the Statement. The Parties shall use reasonable best efforts to cause the Accountant to render a decision resolving the matters submitted to the Accountant within 30 days of receipt of the submission. Judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the Party against which such determination is to be enforcedtheir respective Affiliates. The fees and expenses disbursements of the Accountant pursuant to this Section 3.7 shall be equally shared by the Parties. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of CPLG’s independent auditors, attorneys and other consultants CPA Firm shall be borne by CPLG and Seller if the fees and disbursements of LQ Parent’s independent auditors, attorneys and other consultants shall be borne CPA Firm rules against a majority (by LQ Parent. (idollar value) If the amount of the Closing Existing Net Indebtedness items set forth in Seller’s Objection that are submitted to the final Statement: CPA Firm and by Buyer if the CPA Firm rules in favor of a majority (Aby dollar value) is less than 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 by such accountants) relating to the Closing Existing Net Indebtedness determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (ii) If the amount of the accrued but unpaid Transaction Expenses as of the Distribution Date in the final Statement: (A) is less than the Transaction Expenses determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Transaction Expenses determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (iii) Any payment made pursuant to this Section 3.7(c) shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment Statement and Seller’s Objection and all other items reasonably requested by the Party entitled CPA Firm in connection therewith, and may submit such additional data and information to receive such paymentthe CPA Firm as each deems appropriate. (d) Any payments made Buyer and the Companies shall provide to CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as a capital contribution to CPLG. Any payments made by CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as an adjustment Seller and its accountants full access to the consideration described 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 2.22.5(c). (e) During An amount equal to (A) the period 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 time from immediately available funds) an amount in cash equal to the absolute value of the Working Capital True-Up Amount, and after if the Distribution Date through 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 resolution 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 made, except that any such amounts in respect of any payment contemplated by Section 3.7(c), each accrued interest under the Notes as of the Parties Closing shall afford to each other and their respective accountants and counsel be payable regardless of the limitation set forth in connection with any actions contemplated by this Section 3.7 2.5(f). (g) Within a reasonable access during normal business hours time following each Transfer Date, Seller shall provide Opco with a cash payment equal to all the properties, personnel and records aggregate vacation accrual of the Transferred Employees who become employees of Opco as of such Party relevant Transfer Date; it being understood that if as of the last to the Statementoccur of such Transfer Dates, the Notice aggregate cash payment in respect of Disagreement and any payments contemplated by this such vacation accruals would not have been payable as a result of Section 3.72.5(f) if it had been included in the Working Capital True-Up Amount, such payment shall not be made.

Post-Closing True-Up. Within sixty (a60) Within twenty calendar days after Closing, Extra Space shall recalculate the Prorations (20other than prorations of real estate and personal property taxes that are based on a tax xxxx for a period prior to the year in which the Closing occurs, which prorations shall be recalculated upon receipt of the current tax xxxx for the year in which the Closing occurs, as set forth in Section 4.3.2.1) Business Days after as of the Distribution Date, LQ Parent shall prepare and deliver to CPLG a statement Proration Date as set forth in Section 4.3 of the Agreement (the “StatementProration Recalculation”), setting forth (i) the amount by which the Estimated Existing Net Indebtedness exceeds, or is less than (as applicable) the Closing Existing Net Indebtedness, and (ii) the amount by which the accrued but unpaid Transaction Expenses as shall send a copy of the Distribution Date exceeds Proration Recalculation to HSRE. Extra Space and HSRE shall each have an opportunity to provide the Estimated Transaction Expenses. CPLG shall provide reasonable assistance to LQ Parent in the preparation of the Statement. (b) The Statement shall become final and binding upon the Parties on the 10th Business Day following delivery thereof, unless CPLG gives written notice of its disagreement other with the Statement a review (a “Notice Review”) of Disagreementthe Proration Recalculation setting forth in reasonable detail any discrepancy which it has discovered in the Prorations made at the Closing or in the Proration Recalculation. If either party to which the Proration Recalculation is presented does not provide the other party with a Review within ten (10) business days after receipt of the Proration Recalculation, such party shall be deemed to be in agreement with the Proration Recalculation. If either party to which any such Review is presented disagrees with such Review, it shall give written notice (the “Disagreement Notice”) to LQ Parent prior the other party within ten (10) business days after receipt of such Review (and, if no such notice is given, the party to which such dateReview was presented shall be deemed to agree with it). Any Such Disagreement Notice shall detail all points of Disagreement shall disagreement. If Extra Space and HSRE do not resolve such disagreement within ten (i10) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as business days after delivery of the Distribution Date not being determined in accordance with this Section 3.7Disagreement Notice, the parties shall proceed to arbitration. If a Notice of Disagreement the parties agree or are deemed to agree with either the Proration Recalculation or the Review or if there is received by LQ Parent in a timely manneran arbitration award, then Extra Space or HSRE shall, as applicable, pay to the Statement other party, in cash, the amount owed within ten (as revised in accordance with this sentence10) shall become final and binding upon the Parties on the earlier days of (A) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accountant. During the 10-Business Day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-Business Day periodagreement or deemed agreement or such arbitration award, if any matters remain in dispute, the Parties shall submit to a nationally recognized independent public accountant (the “Accountant”) for determination any and all such matters that remain in dispute and were properly included in the Notice of Disagreement. The Accountant, who shall act as expert and not arbitrator, shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. The scope of the disputes to be resolved by the Accountant shall be solely limited to whether the determination of Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date was done in accordance with this Section 3.7 (including the other definitions utilized in, and related to, Closing Existing Net Indebtedness or Transaction Expenses), and whether there were mathematical errors in the Statement. The Parties shall use reasonable best efforts to cause the Accountant to render a decision resolving the matters submitted to the Accountant within 30 days of receipt of the submission. Judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the Party against which such determination is to be enforced. The fees and expenses of the Accountant pursuant to this Section 3.7 shall be equally shared by the Parties. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of CPLG’s independent auditors, attorneys and other consultants shall be borne by CPLG and the fees and disbursements of LQ Parent’s independent auditors, attorneys and other consultants shall be borne by LQ Parentapplicable. (i) If the amount of the Closing Existing Net Indebtedness in the final Statement: (A) is less than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (ii) If the amount of the accrued but unpaid Transaction Expenses as of the Distribution Date in the final Statement: (A) is less than the Transaction Expenses determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Transaction Expenses determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (iii) Any payment made pursuant to this Section 3.7(c) shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the Party entitled to receive such payment. (d) Any payments made to CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as a capital contribution to CPLG. Any payments made by CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as an adjustment to the consideration described in Section 2.2. (e) During the period of time from and after the Distribution Date through the resolution of any payment contemplated by Section 3.7(c), each of the Parties shall afford to each other and their respective accountants and counsel in connection with any actions contemplated by this Section 3.7 reasonable access during normal business hours to all the properties, personnel and records of such Party relevant to the Statement, the Notice of Disagreement and any payments contemplated by this Section 3.7.

Post-Closing True-Up. (a) Within twenty Seller will deliver, no later than sixty (2060) days after the Effective Time, Seller’s determination of the Net Book Value of the Acquired Assets, Customer Deposits and Designated Assets Value, all as of the Effective Time and taking into account any Correction Adjustments (the “Closing Statement”). The Closing Statement shall be prepared on the same basis as the 2008 Statement to be presented on Schedule 5.5 and at the level of detail as set forth on and consistent with Schedule 3.2(a). Buyer will reasonably cooperate with Seller in connection with the preparation of the Closing Statement and related information, and will provide to Seller reasonable access to such books, records, personnel and other information as may be reasonably requested from time to time. (b) Buyer may dispute the Closing Statement or any item set forth thereon; provided, however, that Buyer will notify Seller in writing of any disputed item, and the basis of such dispute, within thirty (30) days of 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 (i) changes in the Net Book Value of the Acquired Assets, Customer Deposits or the Designated Assets Value between December 31, 2008 as set forth in the 2008 Statement and the Effective Time and (ii) the Correction Adjustments. During the Closing Statement Review Period, Buyer may review Seller’s working papers and other information reasonably requested relating to the Closing Statement, and Seller will provide Buyer with reasonable access to persons involved in preparing or reviewing the Closing Statement. In the event of a dispute with respect to any part of the Closing Statement, Buyer and Seller will use reasonable efforts to reconcile their differences. If Buyer and Seller are unable to reach a resolution of such differences within thirty (30) days of receipt of Buyer’s written notice of dispute to Seller, Buyer and Seller will submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which will be instructed to issue a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the amounts remaining in dispute to the Independent Accounting Firm, 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 Transferred Business to the extent relevant to the determination of amounts set forth on the Closing Statement. The Independent Accounting Firm shall, within 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 Transferred 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 Distribution Dateinformation called for by the preceding sentence, LQ Parent 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 prepare and each have the right on or before the fifth Business Day after their receipt of such information to deliver to CPLG the Independent Accounting Firm a statement 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, 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 previously 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 the forgoing selection procedure shall be repeated until an Independent Accounting Firm Partner is selected. (c) The Closing Statement and the “Statement”), setting Net Book Value of the Acquired Assets or amount of Customer Deposits or the Designated Assets Value set forth thereon will be adjusted (including with respect to Correction Adjustments) (i) the in accordance with any amount mutually agreed to in writing by which the Estimated Existing Net Indebtedness exceeds, or is less than (as applicable) Seller and Buyer with respect to any item set forth on the Closing Existing Net IndebtednessStatement, and (ii) in accordance with any Independent Accounting Firm Closing Statement Determination. As used herein, the amount by which term “Final NBV” means, as applicable, (x) the accrued but unpaid Transaction Expenses as Net Book Value of the Distribution Date exceeds the Estimated Transaction Expenses. CPLG shall provide reasonable assistance to LQ Parent in the preparation of the Statement. (b) The Statement shall become final and binding upon the Parties Acquired Assets set forth on the 10th Business Day following delivery thereofClosing Statement, unless CPLG gives written notice of its disagreement with the Statement (a “Notice of Disagreement”) as so adjusted pursuant to LQ Parent prior to such date. Any Notice of Disagreement shall either clause (i) specify in reasonable detail the nature of any disagreement so asserted, and and/or (ii) only include disagreements based on mathematical errors or based on Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date not being determined in accordance with this Section 3.7. If a Notice of Disagreement is received by LQ Parent in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Parties on the earlier of (A) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accountant. During the 10-Business Day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-Business Day period, if any matters remain in dispute, the Parties shall submit to a nationally recognized independent public accountant (the “Accountant”) for determination any and all such matters that remain in dispute and were properly included in the Notice of Disagreement. The Accountant, who shall act as expert and not arbitrator, shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. The scope of the disputes to be resolved by the Accountant shall be solely limited to whether the determination of Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date was done in accordance with this Section 3.7 (including the other definitions utilized in, and related to, Closing Existing Net Indebtedness or Transaction Expenses), and whether there were mathematical errors in the Statement. The Parties shall use reasonable best efforts to cause the Accountant to render a decision resolving the matters submitted to the Accountant within 30 days of receipt of the submission. Judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the Party against which such determination is to be enforced. The fees and expenses of the Accountant pursuant to this Section 3.7 shall be equally shared by the Parties. Other than the fees and expenses referred to in the immediately preceding sentence, as applicable, or (y) if Buyer fails to dispute in writing the Net Book Value of the Acquired Assets, the Designated Assets Value, or the Customer Deposits (including the Correction Adjustments related thereto) 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 CPLGthe Independent Accounting Firm with respect to this Section 3.2 will be allocated between Buyer and Seller so that Buyer’s independent auditors, attorneys and other consultants shall be borne by CPLG and the share of such fees and disbursements of LQ Parent’s independent auditors, attorneys and other consultants shall will be borne by LQ Parent. (i) If the amount of the Closing Existing Net Indebtedness in the final Statement: (A) is less than same proportion that the Closing Existing Net Indebtedness determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the aggregate amount of such difference, or disputed amounts so submitted by Buyer to the Independent Accounting Firm that is unsuccessfully disputed by Buyer (Bas finally determined by the Independent Accounting Firm or mutually agreed by the parties) is greater than bears to the Closing Existing Net Indebtedness determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the total amount of such difference. (ii) If the amount of the accrued but unpaid Transaction Expenses as of the Distribution Date in the final Statement: (A) is less than the Transaction Expenses determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Transaction Expenses determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (iii) Any payment made pursuant to this Section 3.7(c) shall be made all disputed amounts so submitted by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the Party entitled to receive such payment. (d) Any payments made to CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as a capital contribution to CPLG. Any payments made by CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as an adjustment Buyer to the consideration described in Section 2.2Independent Accounting Firm. (e) During the period of time from and after the Distribution Date through the resolution of any payment contemplated by Section 3.7(c), each of the Parties shall afford to each other and their respective accountants and counsel in connection with any actions contemplated by this Section 3.7 reasonable access during normal business hours to all the properties, personnel and records of such Party relevant to the Statement, the Notice of Disagreement and any payments contemplated by this Section 3.7.

Post-Closing True-Up. (a) Within twenty (20) Business Days after As soon as practicable, but in no event more than 90 days following the Distribution Closing Date, LQ Parent shall prepare prepare, or cause to be prepared, and deliver to CPLG Stockholder a statement (the “Closing Statement”) consisting of (i) an unaudited consolidated balance sheet of the Companies as of the close of business on the Closing Date, (ii) a good faith calculation in reasonable detail of the Closing Working Capital derived from such balance sheet and (iii) a good faith calculation of the amount of any payment required under Section 2.5(e). The Closing Statement shall be prepared in accordance with the Applicable Accounting Principles and shall be consistent with the Estimated Closing Statement with respect to form and format. (b) Subject to Parent’s and the Company’s compliance with Section 2.5(d), Stockholder shall complete its review of the Closing Statement within 60 days after delivery thereof by Parent. In the event that Stockholder determines that the Closing Statement has not been prepared on the basis set forth in Section 2.5(a), Stockholder shall, on or before the last day of such 60-day period, so inform Parent in writing (such writing, “Stockholder’s Objection”), setting forth (i) a specific description of the amount by which basis of Stockholder’s determination and the Estimated Existing Net Indebtedness exceeds, or is less than (as applicable) adjustments to the Closing Existing Net IndebtednessStatement and the corresponding adjustments to the Closing Working Capital that Stockholder believes should be made. If no Stockholder’s Objection is received by Parent on or before the last day of such 60-day period, then the Closing Working Capital set forth on the Closing Statement delivered by Parent shall be final and (ii) binding on the amount Parties. Parent shall have 30 days from its receipt of Stockholder’s Objection to review and respond to Stockholder’s Objection. To the extent Stockholder submits a Stockholder’s Objection within such 60-day period, Stockholder may amend such Stockholder’s Objection within 90-days following the delivery by which the accrued but unpaid Transaction Expenses as Parent of the Distribution Date exceeds the Estimated Transaction Expenses. CPLG shall provide reasonable assistance to LQ Parent in the preparation of the Closing Statement. (bc) The Statement shall become final If Parent and binding upon the Parties on the 10th Business Day following delivery thereof, unless CPLG gives written notice Stockholder are unable to resolve all of its disagreement with the Statement (a “Notice of Disagreement”) to LQ Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include their disagreements based on mathematical errors or based on Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date not being determined in accordance with this Section 3.7. If a Notice of Disagreement is received by LQ Parent in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Parties on the earlier of (A) the date the Parties resolve in writing any differences they have with respect to the matters specified proposed adjustments set forth in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accountant. During the 10-Business Day period Stockholder’s Objection within 30 days following the delivery completion of a Notice Parent’s review of DisagreementStockholder’s Objection, they shall refer any remaining disagreements with respect to matters set forth in Stockholder’s Objection to the Parties CPA Firm, which, acting as an expert and not as an arbitrator, shall seek determine, on the basis set forth in good faith to resolve and in writing any differences that they may have accordance with Section 2.5(a), and only with respect to the matters specified in the Notice of Disagreement. At the end of such 10-Business Day periodremaining differences so submitted, whether and to what extent, if any matters remain in disputeany, the Parties Closing Statement and the Closing Working Capital require adjustment. Parent and Stockholder shall submit instruct the CPA Firm to deliver its written determination to Parent and Stockholder no later than 30 days after the remaining differences underlying Stockholder’s Objection are referred to the CPA Firm. In making such determination, the CPA Firm shall not assign a nationally recognized independent public accountant (value to any item greater than the “Accountant”) greatest value for determination any and all such matters that remain in dispute and were properly included in item claimed by Parent or Stockholder, or less than the Notice of Disagreementsmallest value for such item claimed by Parent or Stockholder. The Accountant, who shall act as expert and not arbitrator, CPA Firm’s determination shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed conclusive and binding upon by the Parties in writing. The scope of the disputes to be resolved by the Accountant shall be solely limited to whether the determination of Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date was done in accordance with this Section 3.7 (including the other definitions utilized in, Parent and related to, Closing Existing Net Indebtedness or Transaction Expenses), Stockholder and whether there were mathematical errors in the Statement. The Parties shall use reasonable best efforts to cause the Accountant to render a decision resolving the matters submitted to the Accountant within 30 days of receipt of the submission. Judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the Party against which such determination is to be enforcedtheir respective Affiliates. The fees and expenses disbursements of the Accountant pursuant to this Section 3.7 shall be equally shared by the Parties. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of CPLG’s independent auditors, attorneys and other consultants CPA Firm shall be borne by CPLG and Stockholder if the fees and disbursements of LQ Parent’s independent auditors, attorneys and other consultants shall be borne CPA Firm rules against a majority (by LQ Parent. (idollar value) If the amount of the Closing Existing Net Indebtedness items set forth in Stockholder’s Objection that are submitted to the final Statement: CPA Firm and by Parent if the CPA Firm rules in favor of a majority (Aby dollar value) is less than of the items set forth in Stockholder’s Objection that are submitted to the CPA Firm. Parent and Stockholder 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 by such accountants) relating to the Closing Existing Net Indebtedness determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (ii) If the amount of the accrued but unpaid Transaction Expenses as of the Distribution Date in the final Statement: (A) is less than the Transaction Expenses determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Transaction Expenses determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (iii) Any payment made pursuant to this Section 3.7(c) shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment Statement and Stockholder’s Objection and all other items reasonably requested by the Party entitled CPA Firm in connection therewith, and may submit such additional data and information to receive such paymentthe CPA Firm as each deems appropriate. (d) Any payments made Parent and the Company shall provide to CPLG pursuant Stockholder and its accountants reasonable access to this Section 3.7 shall be treated for all Tax purposes as a capital contribution information used by Parent and the Company in preparing the Closing Statement, including work papers of its accountants, and to CPLG. Any payments made by CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as an adjustment any employees during regular business hours and on reasonable advance notice, to the consideration described extent reasonably necessary for Stockholder to review the Closing Statement, to prepare Stockholder’s Objection and to prepare materials for presentation to the CPA Firm in connection with Section 2.22.5(c). (e) During An amount equal to (i) the period of time from and after Estimated Closing Working Capital, minus (ii) the Distribution Date through the resolution of any payment contemplated by Closing Working Capital (as adjusted pursuant to this Section 3.7(c2.5, if applicable), each 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.” If the Working Capital True-Up Amount is a negative number, then the Company shall pay to Stockholder (by wire transfer of immediately available funds) an amount in cash equal to the absolute value of the Parties Working Capital True-Up Amount, and if the Working Capital True-Up Amount is a positive number, then Stockholder shall afford to each other and their respective accountants and counsel in connection with any actions contemplated by this Section 3.7 reasonable access during normal business hours to all the properties, personnel and records of such Party relevant pay to the StatementCompany (by wire transfer of immediately available funds) an amount in cash equal to the value of the Working Capital True-Up Amount, in each case, within five Business Days following the Notice final determination of Disagreement and any payments contemplated by this Section 3.7the Working Capital True-Up Amount.

Post-Closing True-Up. (a) Within twenty (20) Business Days after the Distribution Date, LQ Parent shall prepare and deliver to CPLG a statement (the “Statement”), setting forth (i) Within ninety (90) days after the amount by which Closing Date, the Estimated Existing Net Indebtedness exceedsParent shall provide to the Representative the Closing Balance Sheet, or is less than together with the Parent’s determination of (as applicableA) the Closing Existing Consideration, (B) the Net IndebtednessWorking Capital Deficiency or the Net Working Capital Surplus, and (iiC) the amount by which Total Consideration (collectively, the accrued but unpaid Transaction Expenses as “Verified Net Consideration Certificate”). The Parent will timely make available at the Representative’s reasonable request all records and work papers of the Distribution Date exceeds the Estimated Transaction Expenses. CPLG shall provide reasonable assistance to LQ Parent used in the preparation of the Statement. (b) The Statement shall become final Verified Net Consideration Certificate and binding upon in calculating such amounts therein. If the Parties on Representative disagrees with any of the 10th Business Day following delivery thereofamounts set forth in the Verified Net Consideration Certificate, unless CPLG gives the Representative may provide a written notice of its disagreement with proposed changes to any such calculation specifying in reasonable detail all disputed items and the Statement basis therefor (a “Notice of DisagreementDispute Notice”) to LQ the Parent prior within forty five (45) days after the receipt of the Verified Net Consideration Certificate (and in the event no Dispute Notice is provided during such period, the Seller will be deemed to have agreed to and accepted each such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses calculation as of the Distribution Date not being end of such period). The Parent shall reasonably promptly cooperate with the Representative in providing such information as the Representative reasonably requests in connection with the review of the Verified Net Consideration Certificate. If the Seller provides a Dispute Notice to the Parent within such period, the Verified Net Consideration Certificate and the components thereof included in the Dispute Notice shall be finally determined in accordance with this the resolution of dispute procedures set forth in Section 3.72.9(c) (Resolution of Disputes). If a Notice Plan of Disagreement is received by LQ Parent in a timely mannerMerger and Securities Purchase AgreementPage 21 of 76 (ii) Based on the foregoing, then the Statement following amount (as revised in accordance with this sentencethe “Final Adjustment Amount”) shall become final and binding upon be determined equal to the Parties on the earlier difference of (A) the date Total Consideration (assuming full return of amounts in escrow) as calculated based on the Parties resolve Verified Net Consideration Certificate as finally determined in writing any differences they have accordance with respect to the matters specified in the Notice Section 2.9(c) (Resolution of Disagreement and Disputes) minus (B) the date any disputed matters are finally resolved Total Consideration (assuming full return of amounts in writing by the Accountant. During the 10-Business Day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences that they may have with respect to the matters escrow) specified in the Notice Net Consideration Certificate. If the Final Adjustment Amount is a positive number, (1) the Parent shall, at the Parent’s discretion, pay the Final Adjustment Amount to Sellers in the form of Disagreementcash or Parent Shares, and (2) Parent and Representative shall execute instructions directing the [*****] Escrow Agent to remit the full NWC Escrow Amount to Sellers based on their respective Transaction Pro Rata Shares. At If the end of such 10-Business Day period, if any matters remain in disputeFinal Adjustment Amount is a negative number, the Parties Parent may recover the deficiency, first, in the form of cash from the NWC Escrow Fund, second, via the forfeiture and retirement of Parent Shares from the NWC Escrow Fund, and third by Sellers’ forfeiture of a portion of the Parent Shares received by Sellers at Closing (using the volume-weighted average price of the Parent Shares on each trading day during the five (5) consecutive days immediately preceding the date on which the Final Adjustment Amount is finally determined in order to calculate the number of shares to be forfeited for this purpose). If such deficiency is no more than the NWC Escrow Amount, the Representative and Parent shall submit execute joint written instructions directing the [*****] Escrow Agent to a nationally recognized independent public accountant remit such amount(s) to Parent and to remit the remainder of the NWC Escrow Amount to Sellers on the date the Final Adjustment Amount is determined (the “AccountantNWC Escrow Release Date”) for determination ). If such deficiency is in excess of the NWC Escrow Amount, Parent, in its sole discretion, may elect to recover any and all such matters that remain in dispute and were properly included remainder from any amount remaining in the Notice of Disagreement. The Accountant[*****] Escrow Account, who shall act as expert the PPP ([*****]) Escrow Account, the PPP ([*****]) Escrow Amount, the Earn-out Payment, Sellers (severally, and not arbitratorjointly), or any combination of the foregoing. On the NWC Escrow Release Date, the NWC Escrow Amount shall be Ernst & Young LLP or, if such firm is unable or unwilling paid to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. The scope of the disputes to be resolved by the Accountant shall be solely limited to whether the determination of Closing Existing Net Indebtedness or accrued but unpaid Sellers based on their respective Transaction Expenses as of the Distribution Date was done in accordance with this Section 3.7 (including the other definitions utilized in, and related to, Closing Existing Net Indebtedness or Transaction Expenses), and whether there were mathematical errors in the Statement. The Parties shall use reasonable best efforts to cause the Accountant to render a decision resolving the matters submitted to the Accountant within 30 days of receipt of the submission. Judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the Party against which such determination is to be enforced. The fees and expenses of the Accountant pursuant to this Section 3.7 shall be equally shared by the Parties. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of CPLG’s independent auditors, attorneys and other consultants shall be borne by CPLG and the fees and disbursements of LQ Parent’s independent auditors, attorneys and other consultants shall be borne by LQ Parent. (i) If the amount of the Closing Existing Net Indebtedness in the final Statement: (A) is less than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (ii) If the amount of the accrued but unpaid Transaction Expenses as of the Distribution Date in the final Statement: (A) is less than the Transaction Expenses determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Transaction Expenses determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such differencePro Rata Shares. (iii) Any payment made If the Final Adjustment Amount is a negative number, Parent shall provide written notice to Representative in the event Parent intends to recover the deficiency (or a portion thereof) by Sellers’ forfeiture of a portion of the Merger Closing Share Consideration. Within ten (10) business days of such notice, Representative shall provide notice to Parent if Representative determines such recovery would cause a Merger Share Consideration Tax Value Deficit. If Parent disagrees with such determination of the Representative, the matter shall be referred to the Neutral Accountant for a final determination, generally using the procedures described in Section 2.9(b) and (c). If Parent agrees with Representative’s determination (or to the extent (and only to the extent) that the Neutral Accountant agrees that such a Merger Share Consideration Tax Value Deficit would exist), Parent shall use funds then reserved in cash to recover the deficiency (including budgeted amounts and all cash amounts then in escrow), rather than Parent Shares. If such cash is inadequate to recover the deficiency in respect thereof, Parent and Representative shall confer in good faith for a period of forty-five (45) days to find a reasonably acceptable solution with respect thereto. For avoidance of doubt, Sellers shall not be entitled to any indemnification if a Taxing Authority determines that there was a Merger Share Consideration Tax Value Deficit. Plan of Merger and Securities Purchase AgreementPage 22 of 76 (iv) The Parties agree to treat any adjustment to the Total Consideration pursuant to this Section 3.7(c2.9(b) shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the Party entitled to receive such payment. (d) Any payments made to CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as a capital contribution to CPLG. Any payments made by CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes Post-Closing True-Up), if any, as an adjustment to the consideration described Total Consideration for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 2.2. (e1313(a) During the period of time from and after the Distribution Date through the resolution of any payment contemplated by Section 3.7(c), each of the Parties Code; provided that, no Party shall afford be required to each other and their respective accountants and counsel litigate in connection with order to support any actions contemplated by this Section 3.7 reasonable access during normal business hours to all the properties, personnel and records of such Party relevant to the Statement, the Notice of Disagreement and any payments contemplated by this Section 3.7Tax position.

Post-Closing True-Up. (a) Within twenty (20) Business Days after the Distribution Date, LQ Parent shall prepare and deliver to CPLG a statement (the “Statement”), setting forth (i) the amount by which the Estimated Existing Net Indebtedness exceedsAs promptly as practicable, or is less but no later than (as applicable) 30 calendar days after the Closing Existing Net IndebtednessDate, Buyer will cause to be prepared and (ii) delivered to Seller an unaudited consolidated balance sheet of the amount by which the accrued but unpaid Transaction Expenses Business as of the Distribution close of business on the Closing Date exceeds (the Estimated Transaction Expenses"Closing Balance Sheet") based on Applicable Accounting Principles, which Closing Balance Sheet will reflect the actual Closing Net Working Capital. CPLG shall provide reasonable assistance Seller will have the right to LQ Parent review any work papers relating to the calculations described in the preparation of the Statement. (b) The Statement shall become final and binding upon the Parties on the 10th Business Day following delivery thereof, unless CPLG gives written notice of its disagreement with the Statement (a “Notice of Disagreement”) to LQ Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date not being determined in accordance with this Section 3.7. If a Notice of Disagreement is received by LQ Parent in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Parties on the earlier of (A) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accountant. During the 10-Business Day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-Business Day period, if any matters remain in dispute, the Parties shall submit to a nationally recognized independent public accountant (the “Accountant”) for determination any and all such matters that remain in dispute and were properly included in the Notice of Disagreement. The Accountant, who shall act as expert and not arbitrator, shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. The scope of the disputes to be resolved by the Accountant shall be solely limited to whether the determination of Closing Existing Net Indebtedness or accrued but unpaid Transaction Expenses as of the Distribution Date was done in accordance with this Section 3.7 (including the other definitions utilized in, and related to, Closing Existing Net Indebtedness or Transaction Expenses), and whether there were mathematical errors in the Statement. The Parties shall use reasonable best efforts to cause the Accountant to render a decision resolving the matters submitted to the Accountant within 30 days of receipt of the submission. Judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the Party against which such determination is to be enforced. The fees and expenses of the Accountant pursuant to this Section 3.7 shall be equally shared by the Parties. Other than the fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of CPLG’s independent auditors, attorneys and other consultants shall be borne by CPLG and the fees and disbursements of LQ Parent’s independent auditors, attorneys and other consultants shall be borne by LQ Parent. (i) If the amount of the Closing Existing Net Indebtedness in the final Statement: (A) is less than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or (B) is greater than the Closing Existing Net Indebtedness determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such difference. (ii) If the amount Seller disagrees with Purchaser's calculation of Closing Net Working Capital delivered pursuant to subsection (i) above, Seller may, within 15 business days after delivery of the accrued but unpaid Transaction Expenses as Closing Balance Sheet, deliver a notice to Buyer disagreeing with such calculation and setting forth Seller's calculation of such amount and a description of the Distribution Date nature of and basis for each of the disagreements. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the final Statement: (A) is less than Closing Balance Sheet and the Transaction Expenses determined calculation of Closing Net Working Capital delivered pursuant to Section 3.6, LQ Parent shall pay to CPLG the amount of such difference, or subsection (Bi) is greater than the Transaction Expenses determined pursuant to Section 3.6, CPLG shall pay to LQ Parent the amount of such differenceabove. (iii) Any payment made If a notice of disagreement shall be duly delivered pursuant to this Section 3.7(csubsection (ii) above, Buyer and Seller shall, during the 15 business days following such delivery, attempt in good faith to reach agreement on the disputed items or amounts in order to determine the amount of Closing Net Working Capital, and any such agreement shall be made final, binding and conclusive on the parties. If, after such period, Buyer and Seller are unable to reach such agreement, they shall promptly cause independent accountants of nationally recognized standing reasonably satisfactory to Buyer and Seller (who shall not have any material relationship with Buyer or Seller) to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Net Working Capital. In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Buyer's calculation of Closing Net Working Capital as to which Seller has disagreed. Such independent accountants shall deliver to Buyer and Seller, as promptly as practicable, but in any event within 45 calendar days (unless otherwise agreed to by wire transfer Buyer and Seller), a report setting forth such calculation. Such report shall be final and binding upon Buyer and Seller. The cost of such review and report shall be apportioned to each of Buyer and Seller based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. (iv) The Purchase Price shall be decreased, on a dollar for dollar basis, by the amount by which the Closing Net Working Capital of the Business as reflected on the Closing Balance Sheet is less than the Closing Net Working Capital of the Business as reflected on the Estimated Closing Balance Sheet, and Seller shall pay the difference, if any, in cash in immediately available funds to one or more accounts designated within five business days after the Closing Balance Statement has been finalized in writing at least two Business Days prior to such payment by the Party entitled to receive such payment. (d) Any payments made to CPLG pursuant to accordance with this Section 3.7 shall be treated 1.2, together with the interest thereon for all Tax purposes as a capital contribution to CPLG. Any payments made by CPLG pursuant to this Section 3.7 shall be treated for all Tax purposes as an adjustment to the consideration described in Section 2.2. (e) During the period of time from and after commencing on the Distribution Closing Date through the resolution date on which such payment is made (such interest to be calculated at the rate of any payment contemplated by Section 3.7(c)5% per annum, each of the Parties shall afford to each other and their respective accountants and counsel in connection with any actions contemplated by this Section 3.7 reasonable access during normal business hours to all the properties, personnel and records of such Party relevant to the Statement, the Notice of Disagreement and any payments contemplated by this Section 3.7.simple