Common use of Preparation of Final Closing Statement Clause in Contracts

Preparation of Final Closing Statement. (a) Within 90 days following the Closing Date (or such other date as is mutually agreed to by Seller and the Purchaser in writing), the Purchaser shall prepare and deliver to Seller a draft statement of the Working Capital prepared as of the close of business on the Closing Date (the “Draft Closing Statement”). The Draft Closing Statement will be prepared in accordance with IFRS and shall include reasonable detail on the computation thereof. If the Purchaser fails to deliver to Seller the Draft Closing Statement in accordance with this Section 3.4(a) within 90 days following the Closing Date, the Seller shall be entitled to, upon notice to Purchaser that Purchaser is in default of this section that is not cured within 5 Business Days, provide such Draft Closing Statement within 30 Business Days following the reception of all the information that the Seller in accordance with this Section may have required for the purpose of preparing the Draft Closing Statement. The Seller has the right to request to be provided with the information of the Purchaser and the Purchaser shall have the obligation to provide the Seller with the information necessary to prepare the Draft Closing Statement (b) The Party providing the Draft Closing Statement shall in this Section 3.4 be the “Submitter” and the Party receiving the Draft Closing Statement shall be the “Receiver”. Each Party shall be required to provide information to each other as is reasonable required by the other in the preparation of such Draft Closing Statement. (c) Receiver shall have 20 Business Days to review the Draft Closing Statement following receipt of it and Receiver must notify the Submitter in writing if they have any objections to the Draft Closing Statement within such 20 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. Each Party shall provide access, upon every reasonable request, to the other Party and their auditors, to all work papers, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement, subject to execution and delivery by the other Party and their auditors of any agreement or other document, including any release, waiver or indemnity that the Party’s auditors reasonably require prior to providing such access. (d) If Receiver sends a notice of objection of the Draft Closing Statement in accordance with Section 3.4(c), Receiver and the Submitter shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by Receiver, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered accountants mutually agreed to by Seller and the Purchaser (and, failing such agreement between Seller and the Purchaser within a further period of 5 Business Days, such independent firm of chartered accountants will be Deloitte Colombia or if such firm is unable to act, PwC Colombia. The independent firm of chartered accountants shall identify a member at its Bogota, Colombia, office to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of Seller and the Purchaser and expediting the accurate resolution of the dispute. The determination of such firm of chartered accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such firm of chartered accountants are deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such firm of chartered accountants of the amount(s) in dispute shall in no event be more favorable to Receiver than shown in the proposed changes to the Draft Closing Statement delivered by Receiver under its notice of objection pursuant to Section 3.4(c). During the review by the firm of chartered accountants, the Purchaser and Seller shall each make available to such firm of chartered accountants, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the firm of chartered accountants to fulfill their obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Purchaser or Seller). (e) If Receiver does not notify the Submitter of any objection within the 20 Business Day period, Receiver is deemed to have accepted and approved the Draft Closing Statement and such Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Final Closing Statement” on the next Business Day following the end of such 20 Business Day period. (f) If Receiver sends a notice of objection in accordance with Section 3.4(d) Seller and the Purchaser shall revise the Draft Closing Statement to reflect the final resolution or final determination of such objections under Section 3.4(d) within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Closing Statement will become the “Final Closing Statement” on the next Business Day following revision of the Draft Closing Statement under this Section 3.4(f). (g) Seller and the Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Closing Statement. In the case of a dispute and the retention of a firm of chartered accountants to determine such amount(s) in dispute, the costs and expenses of such firm of chartered accountants will be borne by Seller and the Purchasers in such proportions as the positions taken by each of Seller and the Purchaser are successful when compared to the Final Closing Statement. However, Seller and the Purchaser shall each bear their own costs in presenting their respective cases to such firm of chartered accountants. (h) The Parties agree that the procedure set forth in this Section 3.4 for resolving disputes with respect to the Draft Closing Statement is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 3.4(h) will not prohibit any Party from instigating Arbitration, in accordance with Section 21.3to compel specific performance of this Section 3.4 or to enforce the determination of the independent firm of chartered accountants.

Preparation of Final Closing Statement. (ai) Within 90 As promptly as practicable, but no later than ninety (90) days following after the Closing Date (or such other date as is mutually agreed to by Seller and the Purchaser in writing)Date, the Purchaser Parent shall prepare and deliver to Seller the Principal Shareholder a draft statement (the “Initial Closing Statement”) setting forth (A) a consolidated balance sheet of the Working Capital prepared Company Group as of the close of business on the Closing Date, without giving effect to the transactions contemplated by this Agreement, reflecting thereon Parent’s best estimate of the same consolidated balance sheet items of the Company Group (and using the same IFRS accounting principles, practices, methodologies and policies that were used to prepare the Financial Statements) as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the Closing Date (the “Draft Closing StatementBalance Sheet”). The Draft Closing Statement will be prepared in accordance with IFRS and shall include reasonable detail , (B) the Working Capital as of the close of business on the computation thereof. If Closing Date based on the Purchaser fails Closing Balance Sheet, (C) the Cash and Cash Equivalents of the Company Group immediately prior to deliver the Closing based on the Closing Balance Sheet (the “Closing Cash Amount”), (D) the amount of Indebtedness for Borrowed Money outstanding as of the close of business on the Closing Date (the “Closing Indebtedness for Borrowed Money Outstanding at the Closing”), (E) the amount of Prepaid Income Taxes (the “Closing Prepaid Income Taxes”) and (F) the amount of Accrued Income Taxes (the “Closing Accrued Income Taxes”) in each case, along with reasonable supporting detail to Seller evidence the Draft Closing Statement calculation of such amount, and calculated using the Exchange Rate in accordance with this Section 3.4(a) within 90 days following effect on the Closing Date. (ii) If the Principal Shareholder disagrees with the Initial Closing Statement, the Seller Principal Shareholder may, within thirty (30) days after receipt thereof, notify Parent in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Initial Closing Statement, including all supporting documentation thereto, and the Principal Shareholder shall be entitled to, upon notice deemed to Purchaser that Purchaser is have agreed with all other items and amounts contained in default of this section that is not cured within 5 Business Days, provide such Draft the Initial Closing Statement within 30 Business Days following the reception of all the information that the Seller in accordance with delivered pursuant to this Section may have required for the purpose of preparing the Draft Closing Statement2.6(b). The Seller has the right to request to be provided with the information of the Purchaser Parent and the Purchaser Principal Shareholder shall have the obligation first use commercially reasonable efforts to provide the Seller with the information necessary to prepare the Draft Closing Statement (b) The Party providing the Draft Closing Statement shall in this Section 3.4 be the “Submitter” resolve such dispute between themselves and, if Parent and the Party receiving Principal Shareholder are able to resolve such dispute, the Draft Initial Closing Statement shall be revised to the “Receiver”. Each Party extent necessary to reflect such resolution, shall be required to provide information to each other as is reasonable required by the other in the preparation of such Draft Closing Statement. (c) Receiver shall have 20 Business Days to review the Draft Closing Statement following receipt of it and Receiver must notify the Submitter in writing if they have any objections to the Draft Closing Statement within such 20 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. Each Party shall provide access, upon every reasonable request, to the other Party and their auditors, to all work papers, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement, subject to execution and delivery by the other Party and their auditors of any agreement or other document, including any release, waiver or indemnity that the Party’s auditors reasonably require prior to providing such access. (d) If Receiver sends a notice of objection of the Draft Closing Statement in accordance with Section 3.4(c), Receiver and the Submitter shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by Receiver, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered accountants mutually agreed to by Seller and the Purchaser (and, failing such agreement between Seller and the Purchaser within a further period of 5 Business Days, such independent firm of chartered accountants will be Deloitte Colombia or if such firm is unable to act, PwC Colombia. The independent firm of chartered accountants shall identify a member at its Bogota, Colombia, office to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of Seller and the Purchaser and expediting the accurate resolution of the dispute. The determination of such firm of chartered accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such firm of chartered accountants are deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such firm of chartered accountants of the amount(s) in dispute shall in no event be more favorable to Receiver than shown in the proposed changes to the Draft Closing Statement delivered by Receiver under its notice of objection pursuant to Section 3.4(c). During the review by the firm of chartered accountants, the Purchaser and Seller shall each make available to such firm of chartered accountants, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the firm of chartered accountants to fulfill their obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Purchaser or Seller). (e) If Receiver does not notify the Submitter of any objection within the 20 Business Day period, Receiver is deemed to have accepted and approved the Draft Closing Statement and such Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Final Closing Statement” and shall be conclusive and binding upon the Principal Shareholder, Parent and Buyer and shall not be subject to dispute or review. If Parent and the Principal Shareholder are unable to resolve the dispute within fifteen (15) days after receipt by Parent of the Dispute Notice, either Parent and/or the Principal Shareholder shall submit the dispute to EY – Ernst & Young (Paris Office) (the “Accountants”). The Accountants shall act as experts and not arbiters and shall determine only those items that remain in dispute on the next Business Day following Initial Closing Statement. Promptly, but no later than thirty (30) days after engagement, the end Accountants shall deliver a written report to Parent and the Principal Shareholder as to the resolution of the disputed items. The Initial Closing Statement as determined by the Accountants shall be deemed the “Final Closing Statement,” shall be conclusive and binding upon the Principal Shareholder, Parent and Buyer and shall not be subject to dispute or review. The fees and expenses of the Accountants in connection with the resolution of disputes pursuant to this Section 2.6(b) shall be paid by (A) the Principal Shareholder, if Parent’s calculation of the portion of the items in dispute is closer to the Accountants’ determination than the Principal Shareholder’s calculation thereof, (B) by Parent, if the reverse is true or (C) except as provided in clauses (A) or (B) above, equally by the Principal Shareholder and Parent. Parent and the Principal Shareholder agree that they will, and agree to cause their respective representatives and independent accountants to, cooperate and assist in the preparation of the Initial Closing Statement and in the conduct of the audits and reviews referred to in this Section 2.6(b), including, without limitation, the making available to the extent necessary of books, records, work papers and personnel. Unless the Principal Shareholder delivers the Dispute Notice within thirty (30) days after receipt of the Initial Closing Statement, such 20 Business Day periodInitial Closing Statement shall be deemed the “Final Closing Statement,” shall be binding upon the Principal Shareholder, Parent and Buyer and shall not be subject to dispute or review. (fiii) If Receiver sends a notice The Purchase Price shall be adjusted, dollar for dollar, up or down, as appropriate, to the extent that (A) the Working Capital set forth on the Final Closing Statement, plus the Closing Cash Amount set forth on the Final Closing Statement, minus the Closing Indebtedness for Borrowed Money Outstanding at the Closing set forth on the Final Closing Statement, plus the Closing Prepaid Income Taxes set forth on the Final Closing Statement, minus the Closing Accrued Income Taxes set forth on the Final Closing Statement (collectively, the “Final Closing Amount”) is greater than or less than (B) the Estimated Working Capital, plus the Estimated Cash Amount, minus the Estimated Indebtedness for Borrowed Money Outstanding at the Closing, plus the Estimated Prepaid Income Taxes, minus the Estimated Accrued Income Taxes (collectively, the “Estimated Closing Amount”), as applicable. Within five (5) Business Days following determination of objection in accordance with Section 3.4(d) Seller the Final Closing Amount, if the Final Closing Amount is less than the Estimated Closing Amount, Buyer and the Purchaser Principal Shareholder shall revise jointly direct the Draft Escrow Agent to pay to Buyer from the Working Capital Escrow Fund an amount equal to the difference between such amounts (the “Final Closing Statement Amount Shortfall”). In the event that the Final Closing Amount Shortfall exceeds the Working Capital Escrow Amount, the Principal Shareholder shall pay to reflect the final resolution or final determination of Buyer an amount equal to such objections under Section 3.4(d) difference within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will be final, conclusive and binding upon determination of the Parties, absent manifest error. The Draft Closing Statement will become the “Final Closing Statement” on Amount. Shall the next Principal Shareholder fail to make such payment, Buyer and the Shareholders’ Representative shall jointly direct the Escrow Agent to pay to Buyer from the Indemnification Escrow Fund an amount equal to such difference within five (5) Business Day Days following revision determination of the Draft Final Closing Statement under this Section 3.4(f). (g) Seller and the Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Closing StatementAmount. In the case of a dispute event that the Working Capital Escrow Amount exceeds the Final Closing Amount Shortfall, Buyer and the retention Principal Shareholder shall jointly direct the Escrow Agent to deliver to the Principal Shareholder (as part of a firm the Purchase Price owed to the Principal Shareholder) from the Working Capital Escrow Fund an amount equal to such difference. Within five (5) Business Days following determination of chartered accountants the Final Closing Amount in accordance with this Section 2.6(b)(iii), if the Final Closing Amount is greater than the Estimated Closing Amount, (A) Buyer shall deliver to determine such amount(sthe Principal Shareholder (as part of the Purchase Price owed to the Principal Shareholder) in dispute, the costs and expenses of such firm of chartered accountants will be borne by Seller and the Purchasers in such proportions as the positions taken by each of Seller and the Purchaser are successful when compared an amount equal to the Final Closing Statement. However, Seller Amount minus the Estimated Closing Amount and (B) Buyer and the Purchaser Principal Shareholder shall each bear their own costs jointly direct the Escrow Agent to deliver to the Principal Shareholder (as part of the Purchase Price owed to the Principal Shareholder) all amounts in presenting their respective cases the Working Capital Escrow Fund. Any payments made pursuant to such firm of chartered accountants. (h) The Parties agree that the procedure set forth in this Section 3.4 for resolving disputes with respect to 2.6(b)(iii) shall be made in U.S. dollars at the Draft Exchange Rate in effect on the Closing Statement is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 3.4(h) will not prohibit any Party from instigating Arbitration, in accordance with Section 21.3to compel specific performance of this Section 3.4 or to enforce the determination of the independent firm of chartered accountantsDate.

Preparation of Final Closing Statement. (ai) Within 90 No later than one-hundred twenty (120) days following after the Closing Date (or such other date as is mutually agreed to by Seller and the Purchaser in writing)Date, the Purchaser shall prepare and deliver to the Seller Entity (A) a draft statement consolidated balance sheet of the Working Capital prepared Company as of the close WC Effective Time, reflecting thereon the Purchaser’s determination of business on the balance sheet of the Company as of the WC Effective Time without giving effect to the Transactions, (B) the Net Working Capital of the Company as of the WC Effective Time, and Purchaser’s resulting proposed calculation of the Final Net Working Capital Overage and the Final Net Working Capital Underage, (C) the unpaid Transaction Expenses as of immediately prior to the Closing, (D) the unpaid Indebtedness of the Company as of immediately prior to the Closing Date and (E) Cash (the “Draft Initial Closing Statement”). The Draft Closing Statement will ; provided, that the amount of any Taxes included in the calculation of Indebtedness or Net Working Capital shall be prepared in accordance with IFRS and shall include reasonable detail on determined as of the computation thereof. If the Purchaser fails to deliver to Seller the Draft Closing Statement in accordance with this Section 3.4(a) within 90 days following end of the Closing Date, except that any reduction in Taxes as a result of the Seller use of any Cash to pay Taxes after the WC Effective Time and before the end of the Closing Date shall not be entitled totaken into account; provided, upon notice to further that, if the Purchaser that Purchaser is in default of this section that is does not cured within 5 Business Days, provide such Draft Closing Statement within 30 Business Days following deliver the reception of all the information that the Seller in accordance with this Section may have required for the purpose of preparing the Draft Initial Closing Statement. The Seller has , then the right to request to be provided with the information of the Purchaser and the Purchaser shall have the obligation to provide the Seller with the information necessary to prepare the Draft Closing Statement (b) The Party providing the Draft Closing Statement shall in this Section 3.4 be the “Submitter” and the Party receiving the Draft Estimated Closing Statement shall be the “Receiver”. Each Party shall be required to provide information to each other as is reasonable required by the other in the preparation of such Draft Closing Statement. (c) Receiver shall have 20 Business Days to review the Draft Closing Statement following receipt of it and Receiver must notify the Submitter in writing if they have any objections to the Draft Closing Statement within such 20 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. Each Party shall provide access, upon every reasonable request, to the other Party and their auditors, to all work papers, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement, subject to execution and delivery by the other Party and their auditors of any agreement or other document, including any release, waiver or indemnity that the Party’s auditors reasonably require prior to providing such access. (d) If Receiver sends a notice of objection of the Draft Closing Statement in accordance with Section 3.4(c), Receiver and the Submitter shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by Receiver, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered accountants mutually agreed to by Seller and the Purchaser (and, failing such agreement between Seller and the Purchaser within a further period of 5 Business Days, such independent firm of chartered accountants will be Deloitte Colombia or if such firm is unable to act, PwC Colombia. The independent firm of chartered accountants shall identify a member at its Bogota, Colombia, office to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of Seller and the Purchaser and expediting the accurate resolution of the dispute. The determination of such firm of chartered accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such firm of chartered accountants are deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such firm of chartered accountants of the amount(s) in dispute shall in no event be more favorable to Receiver than shown in the proposed changes to the Draft Closing Statement delivered by Receiver under its notice of objection pursuant to Section 3.4(c). During the review by the firm of chartered accountants, the Purchaser and Seller shall each make available to such firm of chartered accountants, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the firm of chartered accountants to fulfill their obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Purchaser or Seller). (e) If Receiver does not notify the Submitter of any objection within the 20 Business Day period, Receiver is deemed to have accepted and approved the Draft Closing Statement and such Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Final Closing Statement” and shall be binding on the next Business Day following Sellers and the end of such 20 Business Day periodPurchaser and not subject to dispute or review. (fii) If Receiver sends a notice Unless the Seller Entity delivers the Dispute Notice (as defined below) within thirty (30) days after receipt of objection in accordance with Section 3.4(d) Seller the Initial Closing Statement, such Initial Closing Statement shall be deemed the “Final Closing Statement”, shall be binding upon the Sellers and the Purchaser and shall revise not be subject to dispute or review. If the Draft Seller Entity disagrees with the Initial Closing Statement, the Seller Entity may, within thirty (30) days after receipt of the Initial Closing Statement, notify the Purchaser in a writing by the Seller Entity (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Initial Closing Statement, including reasonable supporting documentation thereto, and the Sellers shall be deemed to have agreed with all other items and amounts contained in the Initial Closing Statement delivered pursuant to this Section 2.3(b). If the Seller Entity timely delivers a Dispute Notice to the Purchaser, the Purchaser and the Seller Entity shall first use commercially reasonable efforts to resolve such dispute between themselves and, if the Purchaser and the Seller Entity are able to resolve such dispute, the Initial Closing Statement as revised to the extent necessary to reflect the final resolution or final determination of such objections under Section 3.4(d) within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will resolution, shall be final, conclusive and binding upon the Parties, absent manifest error. The Draft Closing Statement will become deemed the “Final Closing Statement” and shall be conclusive and binding for purposes of this Section 2.3(b) upon the Sellers and the Purchaser and shall not be subject to dispute or review. If the Purchaser and the Seller Entity are unable to resolve the dispute within fifteen (15) days after receipt by the Purchaser of the Dispute Notice, the Purchaser and the Seller Entity shall submit the dispute to a nationally recognized independent accounting firm selected by the Purchaser and the Seller Entity which shall not have been engaged for any material matter, directly or indirectly, by any party hereto within the preceding two years (the “Accountant”). The Accountant shall be directed to act as an expert and not an arbiter and shall be directed to determine only those items that remain in dispute on the next Business Day following revision Initial Closing Statement. Each of the Draft Purchaser and the Sellers shall furnish to the Accountant such workpapers and other documents and information relating to such objections as the Accountant may reasonably request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Accountant any material relating to the determination of the matters in dispute and to discuss such determination with the Accountant. Each of the Purchaser and the Seller Entity shall assign a value to each disputed item and the Accountant shall determine each disputed item separately (based on the determination that most closely complies with the terms of this Agreement), but shall not assign a value to any disputed item that is greater than the greatest value for such disputed item assigned to it by either party or less than the smallest value for such disputed item assigned to it by either party. Promptly, but no later than thirty (30) days after engagement, the Accountant shall deliver a written report to the Purchaser and the Seller Entity as to the resolution of the disputed items and the resulting calculations of Net Working Capital, the Final Net Working Capital Overage, the Final Net Working Capital Underage, Transaction Expenses, Indebtedness and Cash. The calculations of Net Working Capital, the Final Net Working Capital Overage, the Final Net Working Capital Underage, Transaction Expenses, Indebtedness and Cash, to the extent disputed, as determined by the Accountant shall be deemed the final calculations thereof for purposes of this Section 2.3, and the Final Closing Statement under (including such updated calculations) shall be conclusive and binding upon the Sellers and the Purchaser. The Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the disputed items as originally submitted to the Accountant (for example, should the disputed items total in amount to $1,000 and the Accountant awards $600 in favor of the Sellers, 60% of the costs of the Accountant’s review would be borne by Purchaser and 40% of the costs of the Accountant’s review would be borne by the Seller Entity and the Beneficial Sellers (in accordance with their respective Pro Rata Shares)). The Purchaser and the Sellers agree that they will, and agree to cause their respective representatives and independent accountants to, cooperate and assist in the preparation of the Final Closing Statement and in the conduct of the reviews referred to in this Section 3.4(f2.3(b)(ii). (giii) Seller and the Purchaser The Closing Cash Consideration shall each bear their own fees and expensesbe adjusted, including the fees and expenses of their respective auditorsdollar for dollar, in preparing or reviewing, as the case may be, the Draft Closing Statement. In the case of a dispute and the retention of a firm of chartered accountants to determine such amount(s) in dispute, the costs and expenses of such firm of chartered accountants will be borne by Seller and the Purchasers in such proportions as the positions taken by each of Seller and the Purchaser are successful when compared downwards to the Final Closing Statement. However, Seller and the Purchaser shall each bear their own costs in presenting their respective cases to such firm of chartered accountants. (h) The Parties agree extent that the procedure set forth in this Section 3.4 for resolving disputes with respect Adjustment Amount is negative and upwards to the Draft Closing Statement extent the Adjustment Amount is the sole and exclusive method of resolving such disputes, absent manifest errorpositive. This Section 3.4(hWithin three (3) will not prohibit any Party from instigating Arbitration, in accordance with Section 21.3to compel specific performance of this Section 3.4 or to enforce Business Days following the determination of the independent firm Closing Net Working Capital, the Closing Transaction Expenses, the Closing Indebtedness and the Closing Cash in accordance with this Section 2.3(b), (A) if the Adjustment Amount is negative, (1) the Purchaser shall be entitled to recover the absolute value of chartered accountantsthe Adjustment Amount (I) first from the Adjustment Escrow Fund (which amount shall be payable by the Escrow Agent to the Purchaser within three (3) Business Days of such determination) and (II) then, to the extent necessary, from either, at the Purchaser’s sole discretion, (y) the Indemnification Escrow Fund (which amount shall be payable by the Escrow Agent to the Purchaser within three (3) Business Days of such determination) or (z) from the Beneficial Sellers directly based on their respective Pro Rata Shares, and (2) the remaining amount in the Adjustment Escrow Fund, if any after giving effect to any disbursements payable to the Purchaser, shall be disbursed by the Escrow Agent to the Seller Entity by wire transfer of immediately available funds to a bank account designated in writing by the Seller Entity and subject to Section 2.1(e), and (B) if the Adjustment Amount is zero or positive, (1) the Adjustment Escrow Fund shall be promptly paid by the Escrow Agent to the Seller Entity by wire transfer of immediately available funds to a bank account designated in writing by the Seller Entity and subject to Section 2.1(e), and (2) the Adjustment Amount shall be paid by the Purchaser to the Seller Entity by wire transfer of immediately available funds to a bank account designated in writing by the Seller Entity and subject to Section 2.1(e). For any release from the Adjustment Escrow Fund or the Indemnification Escrow Fund pursuant to this Section 2.3(b)(iii), the Purchaser and the Seller Entity shall deliver to the Escrow Agent a joint written instruction as promptly as possible following such determination to make the payments in accordance with this Section 2.3. (iv) If the Seller Entity is paid any amounts from the Adjustment Escrow Fund in accordance with this Section 2.3(b) or the Escrow Agreement, and the Seller Entity distributes any of such amounts to the Beneficial Sellers or the Promised Optionholders, such distribution to the Beneficial Sellers and Promised Optionholders shall be made in accordance with the Initial Closing Spreadsheet.

Preparation of Final Closing Statement. (ai) Within 90 As promptly as practicable, but no later than 60 days following after the Closing Date (or such other date as is mutually agreed to by Seller and the Purchaser in writing)Date, the Purchaser Buyers shall prepare and deliver to Seller the Company a draft written statement of the Working Capital prepared as of the close of business on the Closing Date (the “Draft Buyer Closing Statement”). The Draft Closing Statement will be ) setting forth all: (A) Purchased Receivables and Purchased Prepaids; (B) Excluded Receivables and Excluded Prepaids; (C) Assumed Payable Liabilities; and (D) Excluded Payable Liabilities, in each case, prepared in accordance with IFRS the same accounting principles, practices, methodologies and shall include reasonable detail on the computation thereof. If the Purchaser fails to deliver to Seller the Draft Closing Statement in accordance with this Section 3.4(a) within 90 days following the Closing Date, the Seller shall be entitled to, upon notice to Purchaser policies that Purchaser is in default of this section that is not cured within 5 Business Days, provide such Draft Closing Statement within 30 Business Days following the reception of all the information that the Seller in accordance with this Section may have required for the purpose of preparing the Draft Closing Statement. The Seller has the right to request to be provided with the information of the Purchaser and the Purchaser shall have the obligation to provide the Seller with the information necessary were used to prepare the Draft Closing Statement (b) The Party providing the Draft Closing Statement shall in this Section 3.4 be the “Submitter” and the Party receiving the Draft Closing Statement shall be the “Receiver”. Each Party shall be required to provide information to each other as is reasonable required by the other in the preparation of such Draft Estimated Closing Statement. (cii) Receiver shall have 20 Business Days to review Unless the Draft Closing Statement following Company delivers the Dispute Notice within 30 days after receipt of it and Receiver must notify the Submitter in writing if they have any objections to the Draft Closing Statement within such 20 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. Each Party shall provide access, upon every reasonable request, to the other Party and their auditors, to all work papers, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Buyer Closing Statement, subject to execution and delivery by the other Party and their auditors of any agreement or other document, including any release, waiver or indemnity that the Party’s auditors reasonably require prior to providing such access. (d) If Receiver sends a notice of objection of the Draft Buyer Closing Statement in accordance with Section 3.4(c), Receiver and the Submitter shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by Receiver, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered accountants mutually agreed to by Seller and the Purchaser (and, failing such agreement between Seller and the Purchaser within a further period of 5 Business Days, such independent firm of chartered accountants will be Deloitte Colombia or if such firm is unable to act, PwC Colombia. The independent firm of chartered accountants shall identify a member at its Bogota, Colombia, office to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of Seller and the Purchaser and expediting the accurate resolution of the dispute. The determination of such firm of chartered accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such firm of chartered accountants are deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such firm of chartered accountants of the amount(s) in dispute shall in no event be more favorable to Receiver than shown in the proposed changes to the Draft Closing Statement delivered by Receiver under its notice of objection pursuant to Section 3.4(c). During the review by the firm of chartered accountants, the Purchaser and Seller shall each make available to such firm of chartered accountants, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the firm of chartered accountants to fulfill their obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Purchaser or Seller). (e) If Receiver does not notify the Submitter of any objection within the 20 Business Day period, Receiver is deemed to have accepted and approved the Draft Closing Statement and such Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Final Closing Statement” on the next Business Day following the end of such 20 Business Day period. (f) If Receiver sends a notice of objection in accordance with Section 3.4(d) Seller and the Purchaser shall revise the Draft Closing Statement to reflect the final resolution or final determination of such objections under Section 3.4(d) within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will be final, conclusive and binding upon the Partiesparties hereto and shall not be subject to dispute or review. If the Company disagrees with the Buyer Closing Statement, absent manifest errorthe Company may, within 30 days after receipt thereof, notify the Buyers in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of such disagreement, including all supporting documentation thereto, and the Company shall be deemed to have agreed with all other items and amounts contained in the Buyer Closing Statement delivered pursuant to this Section 2.7(b). The Draft Buyers and the Company shall first use commercially reasonable efforts to resolve such dispute between themselves and, if the Buyers and the Company are able to resolve such dispute, the Buyer Closing Statement will become shall be revised to the extent necessary to reflect such resolution, shall be deemed the “Final Closing Statement” on and shall be conclusive and binding upon the next Business Day following revision parties hereto and shall not be subject to dispute or review. If the Buyers and the Company are unable to resolve the dispute within 15 days after receipt by the Buyers of the Draft Dispute Notice, the Buyers and the Company shall submit the dispute to US Buyer’s independent accounting firm (the “Accountants”). The Accountants shall act as experts and not arbiters and shall determine only those items relating to the Buyer Closing Statement under this Section 3.4(f). (g) Seller that remain in dispute. Promptly, but no later than 30 days after engagement, the Accountants shall deliver a written report to the Buyers and the Purchaser Company as to the resolution of the disputed items in the Buyer Closing Statement. Such determinations by the Accountants shall each bear their own fees be deemed the “Final Closing Statement,” shall be conclusive and expenses, including binding upon the parties hereto and shall not be subject to dispute or review. The fees and expenses of their respective auditors, the Accountants in preparing or reviewing, as connection with the case may be, the Draft Closing Statement. In the case resolution of a dispute and the retention of a firm of chartered accountants disputes pursuant to determine such amount(s) in dispute, the costs and expenses of such firm of chartered accountants will be borne by Seller and the Purchasers in such proportions as the positions taken by each of Seller and the Purchaser are successful when compared to the Final Closing Statement. However, Seller and the Purchaser shall each bear their own costs in presenting their respective cases to such firm of chartered accountants. (h) The Parties agree that the procedure set forth in this Section 3.4 for resolving disputes with respect to 2.7(b) shall be paid by equally by the Draft Closing Statement is Sellers (from the sole and exclusive method of resolving such disputes, absent manifest error. This Section 3.4(h) will not prohibit any Party from instigating Arbitration, in accordance with Section 21.3to compel specific performance of this Section 3.4 or to enforce the determination of the independent firm of chartered accountants.Escrow Fund)

Preparation of Final Closing Statement. (a) Within 90 days following the Closing Date (or such other date as is mutually agreed to by Seller and the Purchaser in writing), the Purchaser shall prepare and deliver to Seller a draft statement of the Working Capital prepared as of the close of business on the Closing Date (the “Draft Closing Statement”). The Draft Closing Statement will be prepared in accordance with IFRS and shall include reasonable detail on the computation thereof. If the Purchaser fails to deliver to Seller the Draft Closing Statement in accordance with this Section 3.4(a3.4 (a) within 90 days following the Closing Date, the Seller shall be entitled to, upon notice to Purchaser that Purchaser is in default of this section that is not cured within 5 Business Days, provide such Draft Closing Statement within 30 Business Days following the reception of all the information that the Seller in accordance with this Section may have required for the purpose of preparing the Draft Closing Statement. The Seller has the right to request to be provided with the information of the Purchaser and the Purchaser shall have the obligation to provide the Seller with the information necessary to prepare the Draft Closing Statement (b) The Party providing the Draft Closing Statement shall in this Section 3.4 be the “Submitter” and the Party receiving the Draft Closing Statement shall be the “Receiver”. Each Party shall be required to provide information to each other as is reasonable required by the other in the preparation of such Draft Closing Statement. (c) Receiver shall have 20 Business Days to review the Draft Closing Statement following receipt of it and Receiver must notify the Submitter in writing if they have any objections to the Draft Closing Statement within such 20 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. Each Party shall provide access, upon every reasonable request, to the other Party and their auditors, to all work papers, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement, subject to execution and delivery by the other Party and their auditors of any agreement or other document, including any release, waiver or indemnity that the Party’s auditors reasonably require prior to providing such access. (d) If Receiver sends a notice of objection of the Draft Closing Statement in accordance with Section 3.4(c), Receiver and the Submitter shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by Receiver, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered accountants mutually agreed to by Seller and the Purchaser (and, failing such agreement between Seller and the Purchaser within a further period of 5 Business Days, such independent firm of chartered accountants will be Deloitte Colombia or if such firm is unable to act, PwC Colombia. The independent firm of chartered accountants shall identify a member at its Bogota, Colombia, office to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of Seller and the Purchaser and expediting the accurate resolution of the dispute. The determination of such firm of chartered accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such firm of chartered accountants are deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such firm of chartered accountants of the amount(s) in dispute shall in no event be more favorable to Receiver than shown in the proposed changes to the Draft Closing Statement delivered by Receiver under its notice of objection pursuant to Section 3.4(c). During the review by the firm of chartered accountants, the Purchaser and Seller shall each make available to such firm of chartered accountants, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the firm of chartered accountants to fulfill their obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Purchaser or Seller). (e) If Receiver does not notify the Submitter of any objection within the 20 Business Day period, Receiver is deemed to have accepted and approved the Draft Closing Statement and such Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Final Closing Statement” on the next Business Day following the end of such 20 Business Day period. (f) If Receiver sends a notice of objection in accordance with Section 3.4(d) Seller and the Purchaser shall revise the Draft Closing Statement to reflect the final resolution or final determination of such objections under Section 3.4(d3.4 (d) within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Closing Statement will become the “Final Closing Statement” on the next Business Day following revision of the Draft Closing Statement under this Section 3.4(f). (g) Seller and the Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Closing Statement. In the case of a dispute and the retention of a firm of chartered accountants to determine such amount(s) in dispute, the costs and expenses of such firm of chartered accountants will be borne by Seller and the Purchasers in such proportions as the positions taken by each of Seller and the Purchaser are successful when compared to the Final Closing Statement. However, Seller and the Purchaser shall each bear their own costs in presenting their respective cases to such firm of chartered accountants. (h) The Parties agree that the procedure set forth in this Section 3.4 for resolving disputes with respect to the Draft Closing Statement is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 3.4(h) will not prohibit any Party from instigating Arbitration, in accordance with Section 21.3to compel specific performance of this Section 3.4 or to enforce the determination of the independent firm of chartered accountants.

Preparation of Final Closing Statement. (ai) Within 90 On or before the date that is ninety (90) days following after the Closing Date (or such other date as is mutually agreed to by Seller and the Purchaser in writing)Date, the Purchaser shall prepare and deliver to Seller Sellers a draft written statement (the “Closing Statement”) setting forth (A) an unaudited balance sheet of the Working Capital prepared Company as of the close of business on the Business Day immediately preceding the Closing Date (the “Draft Closing Balance Sheet”), (B) a calculation of (1) Closing Working Capital, (2) the Closing Cash, and (3) the Closing Indebtedness and (C) Purchaser’s calculation of the Final Adjustment Amount, together with reasonably detailed supporting financial information therefor and such other information that Sellers may reasonably request to verify the amounts reflected in the Closing Statement”). The Draft Closing Statement will Balance Sheet shall be prepared in accordance with IFRS and shall include reasonable detail on and, to the computation thereof. If the Purchaser fails to deliver to Seller the Draft Closing Statement extent in accordance with this Section 3.4(aIFRS, using the methodologies, practices and procedures applied in the preparation of the most recent audited financial statements of the Company. (ii) Unless Sellers deliver a Dispute Notice (as defined below) within 90 thirty (30) days following after receipt of the Closing Date, the Seller shall be entitled to, upon notice to Purchaser that Purchaser is in default of this section that is not cured within 5 Business Days, provide such Draft Closing Statement within 30 Business Days following the reception of all the information that the Seller in accordance with this Section may have required for the purpose of preparing the Draft Closing Statement. The Seller has the right to request to be provided with the information of the Purchaser and the Purchaser shall have the obligation to provide the Seller with the information necessary to prepare the Draft Closing Statement (b) The Party providing the Draft Closing Statement shall in this Section 3.4 be the “Submitter” and the Party receiving the Draft Dispute Period”), such Closing Statement shall be deemed the “Receiver”. Each Party Final Closing Statement,” shall be required to provide information to each other as is reasonable required by the other in the preparation of such Draft Closing Statement. (c) Receiver shall have 20 Business Days to review the Draft Closing Statement following receipt of it and Receiver must notify the Submitter in writing if they have any objections to the Draft Closing Statement within such 20 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. Each Party shall provide access, upon every reasonable request, to the other Party and their auditors, to all work papers, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement, subject to execution and delivery by the other Party and their auditors of any agreement or other document, including any release, waiver or indemnity that the Party’s auditors reasonably require prior to providing such access. (d) If Receiver sends a notice of objection of the Draft Closing Statement in accordance with Section 3.4(c), Receiver and the Submitter shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by Receiver, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered accountants mutually agreed to by Seller and the Purchaser (and, failing such agreement between Seller and the Purchaser within a further period of 5 Business Days, such independent firm of chartered accountants will be Deloitte Colombia or if such firm is unable to act, PwC Colombia. The independent firm of chartered accountants shall identify a member at its Bogota, Colombia, office to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of Seller and the Purchaser and expediting the accurate resolution of the dispute. The determination of such firm of chartered accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties Sellers and will Purchaser and shall not be subject to appealdispute or review. If Sellers disagree with any item on the Closing Statement, absent manifest error. Such firm Sellers may, within the Dispute Period, notify Purchaser in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of chartered accountants are the nature of each disputed item on the Closing Statement, including all supporting documentation relating thereto, and Sellers shall be deemed to be acting as experts have agreed with all other items and not as arbitrators. Notwithstanding the foregoing, the determination of such firm of chartered accountants of the amount(s) in dispute shall in no event be more favorable to Receiver than shown amounts contained in the proposed changes to the Draft Closing Statement delivered by Receiver under its notice of objection pursuant to this Section 3.4(c3.3(b). During the review by the firm of chartered accountantsPurchaser and Sellers shall first use commercially reasonable efforts to resolve such dispute between themselves. If Purchaser and Sellers are able to resolve such dispute, the Purchaser and Seller shall each make available to such firm of chartered accountants, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the firm of chartered accountants to fulfill their obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Purchaser or Seller). (e) If Receiver does not notify the Submitter of any objection within the 20 Business Day period, Receiver is deemed to have accepted and approved the Draft Closing Statement and shall be revised to the extent necessary to reflect such Draft Closing Statement will resolution, shall be final, conclusive and binding upon the Parties, absent manifest error and will become deemed the “Final Closing Statement” on the next Business Day following the end of such 20 Business Day period. (f) If Receiver sends a notice of objection in accordance with Section 3.4(d) Seller and the Purchaser shall revise the Draft Closing Statement to reflect the final resolution or final determination of such objections under Section 3.4(d) within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will be final, conclusive and binding upon the PartiesSellers and Purchaser and shall not be subject to dispute or review. If Purchaser and Sellers are unable to resolve the dispute within forty-five (45) days after receipt by Purchaser of the Dispute Notice, absent manifest erroreither Purchaser or Sellers may submit the dispute to Ernst & Young (the “Accountants”). The Draft Accountants shall act as experts and not arbiters and shall determine only those items that remain in dispute on the Closing Statement, and in connection therewith the determination of the Accountants shall either adopt the position of Sellers or Purchaser or result in an adjustment that is within the range of those respective positions. In resolving any disputed item, the Accountants may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the least value for such item claimed by either Party. Promptly, but no later than thirty (30) days after engagement, the Accountants shall deliver a written report to Purchaser and Sellers as to the resolution of the disputed items, the resulting Closing Statement will become and the resulting calculation of Closing Working Capital, Closing Cash and Closing Indebtedness. The Closing Statement as determined by the Accountants shall be deemed the “Final Closing Statement,” on shall be conclusive and binding upon the next Business Day following revision of the Draft Closing Statement under this Section 3.4(f). (g) Seller Sellers and the Purchaser and shall each bear their own fees and expenses, including the not be subject to dispute or review. The fees and expenses of their respective auditorsthe Accountants in connection with the resolution of disputes pursuant to this Section 3.3(b) shall be paid by Purchaser and Sellers, in preparing or reviewing, inverse proportion as they may prevail (based on the case may be, the Draft Closing Statement. In the case of a dispute and the retention of a firm of chartered accountants to determine such amount(s) in dispute, the costs and expenses of such firm of chartered accountants will be borne by Seller and the Purchasers in such proportions Final Adjustment Amount as the positions taken by each of Seller and the Purchaser are successful when compared to the Adjustment Amounts proposed by Purchaser and Sellers, respectively), as determined by the Accountants. Purchaser and Sellers agree that they will, and agree to cause their respective representatives and independent accountants to cooperate and assist in the preparation of the Closing Statement and in the conduct of reviews referred to in this Section 3.3(b), including, without limitation, promptly making available the books, records, work papers and personnel of the Company and Sellers reasonably requested by Purchaser or Sellers at any time during such review. The Closing Working Capital, Closing Cash and Closing Indebtedness, each as finally determined in accordance with this Section 3.3(b), shall be referred to as the “Final Closing Statement. However, Seller Working Capital,” “Final Closing Cash,” and the Purchaser shall each bear their own costs in presenting their respective cases to such firm of chartered accountants“Final Closing Indebtedness,” respectively. (hiii) The Parties agree that If the procedure set forth in this Section 3.4 for resolving disputes with respect to Final Adjustment Amount is a positive number, then within three (3) Business Days following determination of the Draft Closing Statement is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 3.4(h) will not prohibit any Party from instigating Arbitration, Working Capital in accordance with Section 21.3to compel specific performance of this Section 3.4 3.3(b), Purchaser shall pay or cause to enforce be paid to Panorama an amount equal to the Final Adjustment Amount. (iv) If the Final Adjustment Amount is a negative number, then within three (3) Business Days following determination of the independent firm of chartered accountantsClosing Working Capital in accordance with Section 3.3(b), Sellers shall pay or cause to be paid to Purchaser an amount equal to the Final Adjustment Amount.

Preparation of Final Closing Statement. (a1) Within 90 45 days following the Closing Date (or such other date as is mutually agreed to by Seller the Vendors and the Purchaser in writing), the Purchaser shall prepare and deliver to Seller the Vendors a draft consolidated statement of the Vendors’ Share of Working Capital prepared as of the close of business on the Effective Date and the Vendors’ Share of Closing Date Obligations (the “Draft Closing Statement”). The Draft Closing Statement will be prepared in accordance with IFRS GAAP and shall include reasonable detail on the computation thereof. If the Purchaser fails to deliver to Seller the Vendors the Draft Closing Statement in accordance with this Section 3.4(a2.8(1) within 90 45 days following the Closing Date, the Seller shall be entitled to, upon notice to Purchaser that Purchaser is in default of this section that is not cured within 5 Business Days, provide such Draft deemed to have accepted and approved the Estimated Closing Statement within 30 and such Estimated Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Final Closing Statement” on the next Business Days Day following the reception of all the information that the Seller in accordance with this Section may have required for the purpose of preparing the Draft Closing Statement. The Seller has the right to request to be provided with the information of the Purchaser and the Purchaser shall have the obligation to provide the Seller with the information necessary to prepare the Draft Closing Statement (b) The Party providing the Draft Closing Statement shall in this Section 3.4 be the “Submitter” and the Party receiving the Draft Closing Statement shall be the “Receiver”. Each Party shall be required to provide information to each other as is reasonable required by the other in the preparation end of such Draft 60-day period following the Closing StatementDate. (c2) Receiver The Vendors shall have 20 Business Days to review the Draft Closing Statement following receipt of it and Receiver the Vendors must notify the Submitter Purchaser in writing if they have any objections to the Draft Closing Statement within such 20 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. Each Party The Purchaser shall provide access, upon every reasonable request, to the other Party Vendors and their auditors, to all work paperspapers of the Purchaser, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement, subject to execution and delivery by the other Party Vendors and their auditors of any agreement or other document, including any release, waiver or indemnity that the PartyPurchaser’s auditors reasonably require prior to providing such access. (d3) If Receiver sends the Vendors send a notice of objection of the Draft Closing Statement in accordance with Section 3.4(c2.8(2), Receiver the Vendors and the Submitter Purchaser shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by Receiverthe Vendors, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered accountants mutually agreed to by Seller the Vendors and the Purchaser (and, failing such agreement between Seller the Vendors and the Purchaser within a further period of 5 Business Days, such independent firm of chartered accountants will be Deloitte Colombia KPMG United Kingdom, or if such firm is unable to act, PwC Colombiaact Ernst & Young United Kingdom). The independent firm of chartered accountants shall identify a member at its BogotaLondon, ColombiaEngland, office to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of Seller the Vendors and the Purchaser and expediting the accurate resolution of the dispute. The determination of such firm of chartered accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such firm of chartered accountants are deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such firm of chartered accountants of the amount(s) in dispute shall in no event be more favorable to Receiver the Purchaser than reflected in the Draft Closing Statement delivered by the Purchaser or more favorable to the Vendors than shown in the proposed changes to the Draft Closing Statement delivered by Receiver the Vendors under its notice of objection pursuant to Section 3.4(c2.8(2). During the review by the firm of chartered accountants, the Purchaser and Seller the Vendors shall each make available to such firm of chartered accountants, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the firm of chartered accountants to fulfill their obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Purchaser or Sellerthe Vendors). (e4) If Receiver does the Vendors do not notify the Submitter Purchaser of any objection within the 20 Business Day period, Receiver is the Vendors are deemed to have accepted and approved the Draft Closing Statement and such Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Final Closing Statement” on the next Business Day following the end of such 20 Business Day period. (f5) If Receiver sends the Vendors send a notice of objection in accordance with Section 3.4(d) Seller 2.7, the Vendors and the Purchaser shall revise the Draft Closing Statement to reflect the final resolution or final determination of such objections under Section 3.4(d2.8(3) within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Closing Statement will become the “Final Closing Statement” on the next Business Day following revision of the Draft Closing Statement under this Section 3.4(f2.8(5). (g6) Seller The Vendors and the Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Closing Statement. In the case of a dispute and the retention of a firm of chartered accountants to determine such amount(s) in dispute, the costs and expenses of such firm of chartered accountants will be borne by Seller the Vendors and the Purchasers in such proportions as the positions taken by each of Seller the Vendors and the Purchaser are successful when compared to the Final Closing Statement. However, Seller the Vendors and the Purchaser shall each bear their own costs in presenting their respective cases to such firm of chartered accountants. (h7) The Parties agree that the procedure set forth in this Section 3.4 2.8 for resolving disputes with respect to the Draft Closing Statement is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 3.4(h2.8(7) will not prohibit any Party from instigating Arbitration, in accordance with Section 21.3to litigation to compel specific performance of this Section 3.4 2.8 or to enforce the determination of the independent firm of chartered accountants.