Common use of Preparation of the Final Statement of Purchase Price Clause in Contracts

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Representative (A) a proposed calculation of the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof (including the Positive NWC Adjustment (if any), the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements. (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before the expiration of the Review Period, the parties hereto agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of the close of business on the Closing Date, and (B) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price. If the Representative gives a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) before the expiration of the Review Period, Buyer and the Representative will use reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from the Representative. If the Representative and Buyer do not obtain a final resolution within such 30-day period, then the items in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately to McGladrey, LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to render a determination of the applicable dispute within 30 days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a).

Preparation of the Final Statement of Purchase Price. (i) Section 2.3.3.1 As soon as practicable, but no later than sixty (60) 60 days after the Closing Date, Buyer the Company shall, and the Purchaser shall cause the Company to, prepare and deliver to the Representative Seller (A) a proposed calculation of the Net Working Capital as of the close end of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of Cash and Cash Equivalents (the “Proposed Closing Date Statement of Cash and Cash Equivalents”) and (C) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating and, in each component thereof (including the Positive NWC Adjustment (if any)case, the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculationcomponents thereof. The Proposed Closing Date Statement of Net Working Capital Capital, the Proposed Closing Date Statement of Cash and Cash Equivalents and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Notwithstanding anything to the contrary set forth herein, if the Company fails to timely deliver any of the Proposed Closing Date Calculations Calculations, then the calculation of the Estimated Purchase Price shall represent the Final Statement of Purchase Price and shall be prepared based upon conclusive and binding on the parties hereto, unless the Seller, in Seller’s sole discretion, notifies the Purchaser in writing no later than 90 days after the Closing Date that the Seller elects to retain a nationally recognized independent accounting firm to review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.3, which determination by such accounting firm shall be conclusive and binding on the parties hereto; provided, however that the Seller reserves any and all rights granted in this Agreement and all remedies available to the Seller under this Agreement. In connection with the foregoing, the Company shall, and shall cause each of its Subsidiaries to, make its books and records, to the extent reasonably required, available to such accounting firm in connection with its services, and all fees and expenses of such accounting firm shall be paid by the Company and its Subsidiaries. Section 2.3.3.2 From and after the Closing Date, the Purchaser shall provide to the Seller, the Seller’s Equityholders, and any of their respective accountants and advisors, reasonable access to the Company’s and its Subsidiaries’ accounting personnel (including the chief financial officer, the Company’s and its Subsidiaries’ and the Purchaser’s accountants), and the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements. (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative Company and its advisors with reasonable access Subsidiaries and any other documents relating to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date CalculationsCalculations for the purposes of completing the Final Statement of Purchase Price. The Purchaser agrees that following the Closing Date and prior to the completion of the Final Statement of Purchase Price, the Purchaser shall, and shall cause the Company and its Subsidiaries to, preserve and not alter or destroy any of the books and records of the Company or any of its Subsidiaries on which the calculation of the Purchase Price or any component thereof are to be based, or which would reasonably be expected to be useful or helpful to the Seller, Seller’s Equityholders or any of their respective accountants or advisors to calculate the Final Statement of Purchase Price. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. Section 2.3.3.3 If the Representative Seller does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before the expiration Purchaser within 30 days of receiving the Review PeriodProposed Closing Date Calculations, the parties hereto Seller and the Purchaser agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of the close of business 12:01 a.m. on the Closing Date, (B) the proposed Closing Date Statement of Cash and Cash Equivalents shall be deemed to set forth the Cash and Cash Equivalents and (BC) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price; provided that, in the event the Purchaser, the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by the Seller during such 30-day period within five (5) days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one day for each additional day required for the Purchaser, the Company or one of its Subsidiaries to fully respond to such request. If the Representative Seller gives a Purchase Price Dispute Notice to Buyer the Purchaser within such 30-day period (which Purchase Price Dispute Notice must set forthincluding, in reasonable detailfor the avoidance of doubt, any extended period pursuant to the preceding sentence), the items and amounts in dispute) before the expiration of the Review Period, Buyer Purchaser and the Representative Seller will use commercially reasonable efforts to resolve the dispute during the 3015-day period (the “Discussions Period”) commencing on the date Buyer receives that the applicable Purchase Price Seller delivers the Dispute Notice from to Purchaser. During the RepresentativeDiscussions Period, each of the Purchaser and the Seller and their respective accountants shall have reasonable access to the working papers of the other prepared in connection with the Proposed Closing Date Calculations or the Dispute Notice, as the case may be, and to the books and records of the Company and its Subsidiaries to the extent relating thereto. If the Representative Seller and Buyer the Purchaser do not obtain a final resolution within such 30-day periodthe Discussion Period, then the items remaining in dispute that were included in the Representative’s Purchase Price Dispute Notice shall may be submitted immediately thereafter by the Seller or the Purchaser to McGladreyPricewaterhouseCoopers or, LLP if such firm is unable or unwilling to handle such dispute, another nationally-recognized, independent accounting firm reasonably acceptable to the Seller and the Purchaser (the “Accounting Firm”). The Accounting Firm shall be instructed to render a determination terms of the applicable dispute within 30 days after referral of the matter to the Accounting Firm, which determination must be in writing appointment and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the determination engagement of the Accounting Firm shall be conclusive and binding as agreed upon between the Representative, Buyer Seller and the other parties hereto Purchaser, and judgment may any associated engagement fees shall initially be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved borne 50% by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided Seller and 50% by the CompaniesPurchaser; provided, Buyer and the Representative and their respective representatives, and not by independent review, only those issues that such fees shall ultimately be allocated in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this accordance with Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a)2.3.

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Representative the proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and the components thereof, including (A) a proposed calculation of the Net Working Capital as of the close of business on the Closing Date and Net Working Capital Adjustment (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the Purchase Price amount of Cash and Cash Equivalents (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof (including the Positive NWC Adjustment (if any), the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents”), Closing Indebtedness, and Seller Expenses(C) a proposed calculation of the Debt Amount (the “Proposed Debt Amount Calculation”), and (CD) all work papers and copies of source documents that reasonably support and document Buyer’s determination a proposed calculation of the Proposed Closing Date Statement amount of Net Working Capital and the Proposed Purchase Price Calculation. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as Company Expenses (the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon Company Expenses Calculation”), and, in each case, the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statementscomponents thereof, together with reasonable supporting detail. (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative does not give a written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before within thirty (30) days of receiving the expiration of Proposed Purchase Price Calculation, Buyer and the Review Period, the parties hereto Representative agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of Capital, (B) the close of business on Proposed Cash and Cash Equivalents shall be deemed to set forth the Closing DateCash and Cash Equivalents, (C) the Proposed Debt Amount Calculation shall be deemed to set forth the Debt Amount, (D) the Proposed Company Expenses Calculation shall be deemed to set forth the Company Expenses and (BE) the Proposed Purchase Price Calculation shall be deemed to set forth be final and binding in determining the Purchase Price. If the Representative gives a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) before the expiration of the Review Periodwithin such 30-day period, Buyer and the Representative will use commercially reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from the Representative. Items and amounts not objected to by the Representative shall be deemed resolved. If the Representative and Buyer do not obtain a final resolution within such 30-day period, then the items in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately to McGladreyDeloitte & Touche LLP or another nationally-recognized, LLP (the “Accounting Firm”). The Accounting Firm shall be instructed independent accounting firm reasonably acceptable to render a determination of the applicable dispute within 30 days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a).the

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) 60 days after the Closing Date, Buyer the Representative shall prepare and deliver to the Representative Parent (A) a proposed calculation of the Net Working Capital as of the close of business on immediately prior to the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of Closing Date Funded Indebtedness (the “Proposed Funded Indebtedness Calculation”), (C) a proposed calculation of Seller Expenses (the “Proposed Seller Expenses Calculation”) and (D) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating and, in each component thereof (including the Positive NWC Adjustment (if any)case, the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculationcomponents thereof together with reasonable supporting detail. The Proposed Closing Date Statement of Net Working Capital Capital, the Proposed Funded Indebtedness Calculation, the Proposed Seller Expenses Calculation and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements”. (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative Parent does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before the expiration Representative within 60 days of receiving the Review PeriodProposed Closing Date Calculations, Parent and the other parties hereto agree that (A) the Proposed Closing Date Statement of Net Working Capital (which shall be deemed to set forth the Net Working Capital as of immediately prior to the close of business on Closing), (B) the Closing DateProposed Funded Indebtedness Calculation, (C) the Proposed Seller Expenses Calculation and (BD) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price. If the Representative Parent gives a Purchase Price Dispute Notice to Buyer the Representative (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in disputedispute and include reasonable supporting documentation) before the expiration of the Review Periodwithin such 60-day period, Buyer Parent and the Representative will use reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer the Representatives receives the applicable Purchase Price Dispute Notice from Parent; provided that other than objections with respect to mathematical errors and the RepresentativeProposed Closing Date Calculations not being calculated in accordance with this Section 2.8 or on the basis of GAAP Consistently Applied, Parent may not dispute any other item or amount. If the Representative and Buyer Parent do not obtain a final resolution within such 30-day period, then the items in dispute that were properly included in the RepresentativeParent’s Purchase Price Dispute Notice shall may be submitted by either party immediately to McGladreythe New York, New York office of Deloitte & Touche LLP (the “Accounting Firm”)) and the parties agree to waive any conflict of interest that the Accounting Firm may have in connection with its appointment hereunder. The Accounting Firm shall be instructed required to render a determination of the applicable dispute within 30 days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the The determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer Parent and the other parties hereto and that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative Parent has disputed in the Purchase Price Dispute NoticeNotice based upon mathematical errors in the Proposed Closing Date Calculations or based upon the Proposed Closing Date Calculations not being calculated in accordance with this Section 2.8 or on the basis of GAAP Consistently Applied. The Accounting Firm shall determine, based solely on documentation provided presentations by the CompaniesCompany, Buyer Parent and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions principles set forth in this Section 2.6 2.8 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a).

Preparation of the Final Statement of Purchase Price. (ia) As soon as practicable, but no later than sixty (60) 45 days after the Closing Date, Buyer Parent shall prepare and deliver to the Representative Seller (A) a proposed calculation of the Net Working Capital as of the close of business on immediately prior to the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), and (B) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating and, in each component thereof (including the Positive NWC Adjustment (if any)case, the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculationcomponents thereof. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements.” (iib) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative Seller does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before the expiration Parent within 30 days of receiving the Review PeriodProposed Closing Date Calculations, the parties hereto Parent and the Seller agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of the close of business on immediately prior to the Closing Date, and (B) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price. If If, within such 30-day period, the Representative Seller gives a Purchase Price Dispute Notice to Buyer the Parent (which Purchase Price Dispute Notice must set forth, in reasonable detail, forth the items and amounts in dispute) before ), the expiration of the Review Period, Buyer Seller and the Representative Parent will use commercially reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer the Parent receives the applicable Purchase Price Dispute Notice from the RepresentativeSeller. If a timely Purchase Price Dispute Notice is received by the Parent, then the Proposed Closing Date Calculations (as revised pursuant to clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Purchase Price Dispute Notice or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm; provided, that any items that are not so disputed shall be deemed to have become final and binding upon delivery of the Purchase Price Dispute Notice or, if no such notice is delivered, upon the expiration of such 30-day period within which such Purchase Price Dispute Notice was to be delivered. If the Representative Seller and Buyer the Parent do not obtain a final resolution within such 30-day period, then the items remaining in dispute that were included in (including such party’s proposed resolution thereof and resulting value of the Representative’s Purchase Price Dispute Notice Price) shall be submitted in writing immediately by the Seller and the Parent to McGladreya nationally-recognized, LLP independent accounting firm reasonably acceptable to the Seller and the Parent (the “Accounting Firm”). The terms of appointment and engagement of the Accounting Firm shall be instructed as agreed upon between the Seller and the Parent, and any associated engagement fees shall be borne 50% by the Seller and 50% by the Parent; provided, that such fees shall ultimately be allocated in accordance with Section 2.4(d). The Accounting Firm shall be required to render a determination of the applicable dispute within 30 days after referral of the matter to the Accounting Firm, which determination must be in writing writing, must be based solely on presentations by the Seller and the Parent (and not by independent review) and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the The determination of the Accounting Firm shall be conclusive conclusive, non-appealable and binding upon the RepresentativeSeller, Buyer the Parent and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Noticehereto. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm (i) shall be bound by the provisions principles and methodologies set forth in this Section 2.6 2.4(b) and in the definition of “Net Working Capital” and (ii) shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and the Representative personnel necessary to make its determination. The Parent will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a2.4(b). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a2.4(b).

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) 45 days after the Closing Date, Buyer the Parent shall prepare and deliver to the Representative (A) a proposed calculation of each of the Net Working Capital following items as of the close of business on immediately prior to the Closing (A) Net Assets (the “Proposed Net Assets”), (B) Above-Reserve Cash and Cash Equivalents (the “Proposed Above-Reserve Cash and Cash Equivalents”), (C) Closing Date Funded Indebtedness (the “Proposed Closing Date Statement of Net Working CapitalFunded Indebtedness”), (BD) Seller Expenses (the “Proposed Seller Expenses”), and a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating and, in each component thereof (including the Positive NWC Adjustment (if any)case, the Negative NWC Adjustment (if any)components thereof. The Proposed Net Assets, Closing the Proposed Above-Reserve Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and Funded Indebtedness, the Proposed Purchase Price Calculation. The Proposed Closing Date Statement of Net Working Capital Seller Expenses and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements.” (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before Parent within 30 days of receiving the expiration of the Review PeriodProposed Closing Date Calculations, the parties hereto agree that (A) the Proposed Closing Date Statement of Net Working Capital Assets shall be deemed to set forth the Net Working Capital Assets as of immediately prior to the close Closing, (B) the Proposed Above-Reserve Cash and Cash Equivalents shall be deemed to set forth the Above-Reserve Cash and Cash Equivalents as of business on immediately prior to the Closing, (C) the Proposed Closing Date Funded Indebtedness shall be deemed to set forth the Closing DateDate Funded Indebtedness, (D) the Proposed Seller Expenses shall be deemed to set forth the Seller Expenses, and (BE) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price. If the Representative gives a Purchase Price Dispute Notice to Buyer Parent (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) before the expiration of the Review Periodwithin such 30-day period, Buyer and the Representative and Parent will use reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer Parent receives the applicable Purchase Price Dispute Notice from the Representative; provided that other than with respect to the Proposed Net Assets, the Proposed Above-Reserve Cash and Cash Equivalents, the Proposed Closing Date Funded Indebtedness and the Proposed Seller Expenses, the Representative may not dispute any item or amount which comprises the Proposed Purchase Price Calculation, as all such other items and amounts shall have been definitively determined by the parties hereto on or before the Closing Date. If the Representative and Buyer Parent do not obtain a final resolution within such 30-day period, then the items in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately to McGladreythe Minneapolis, Minnesota office of Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed required to render a determination of the applicable dispute within 30 45 days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the The determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer Parent and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedhereto. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative Parent will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a2.1(b)(ii). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a).The

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) 60 days after the Closing Date, Buyer shall prepare and deliver to Seller (1) a written statement (the Representative “Closing Statement”) setting forth (A) a proposed calculation of the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the Closing Date Funded Indebtedness (the “Proposed Closing Date Indebtedness”), (C) a proposed calculation of the Closing Date Cash and Cash Equivalents (the “Proposed Closing Date Cash and Cash Equivalents”), (D) a proposed calculation of the Transaction Expenses unpaid as of the Closing (the “Proposed Transaction Expenses”) and (E) a proposed calculation of the resulting Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof (including based on the Positive NWC Adjustment (if any)Proposed Closing Date Net Working Capital, the Negative NWC Adjustment (if any)Proposed Closing Date Indebtedness, the Proposed Closing Date Cash and Cash Equivalents, the Proposed Transaction Expenses and the other components of the Purchase Price as set forth in the Estimated Purchase Price, (2) the consolidated balance sheet of the Company as of 12:01 a.m. (Eastern Time) on the Closing Indebtedness, and Seller Expenses), Date (the “Closing Date Balance Sheet”) and (C3) all work papers reasonable detail, include supporting schedules and copies of source documents that reasonably support and document Buyer’s determination analyses as appropriate, with respect to each of the Proposed Closing Date Statement of Net Working Capital components described in the foregoing clauses (1) and the Proposed Purchase Price Calculation(2). The Proposed Closing Date Statement of Net Working Capital Capital, Proposed Closing Date Indebtedness, the Proposed Closing Date Cash and Cash Equivalents, the Proposed Transaction Expenses and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon calculated in good faith in accordance with the books Accounting Principles Consistently Applied and records of the Companies this Agreement, including Schedule A-1 and based on the same principles and methodology utilized in preparing the Financial StatementsA-2. (ii) Concurrently with Following Seller’s receipt of the delivery Closing Statement through the final determination of the Purchase Price (including any dispute period described below), Seller and its representatives shall, at Seller’s expense, be permitted reasonable access to review the working papers of Buyer, the Company and their independent accountant relating to the Proposed Closing Date Calculations (subject to the execution of any customary work paper access letters required by any of the representatives of Buyer). Seller may dispute the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative delivering a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before within 30 days of receiving the expiration of Closing Statement, which Purchase Price Dispute Notice shall set forth the Review Periodbasis for the dispute and those items or amounts as to which Seller disagrees, the parties hereto agree that (A) the Proposed Closing Date Statement of Net Working Capital and any item or amount not so specifically disputed shall be deemed to accepted as set forth the Net Working Capital as of the close of business on in the Closing Date, and (B) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase PriceStatement. If the Representative gives Seller does note deliver a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forth, in reasonable detailwithin 30 days of receiving the Closing Statement, the items Closing Statement shall be final, conclusive and amounts in dispute) before binding on the expiration of the Review Period, parties for all purposes. Buyer and the Representative Seller will use commercially reasonable efforts to resolve the any such dispute during the 30-day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from the RepresentativeSeller. If such disputed matters are resolved within such 30-day period, then the Representative Proposed Closing Date Calculations, with such changes as may have been previously agreed in writing by Seller and Buyer, shall be deemed final, conclusive and binding on the parties for all purposes. If Seller and Buyer do not obtain a final resolution within such 30-day period, then the items in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately promptly to McGladreyKPMG LLP (“KPMG”) or, LLP if KPMG declines to serve, another independent accounting firm of national standing mutually agreed to by Buyer and Seller (the “Accounting Firm”), subject to that firm’s confirmation that it is independent of both Seller and Buyer. The Accounting Firm shall be instructed to render a determination determination, acting as an accounting expert and not an arbitrator, of the applicable dispute and the resulting final Purchase Price within 30 days after referral engagement of the matter Accounting Firm with respect to the Accounting Firmdispute, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the The determination of the Accounting Firm shall be conclusive conclusive, binding and binding non-appealable upon the Representative, Buyer and the other parties hereto Seller (absent manifest arithmetic error or failure to comply with instructions required to be issued under this Section 2.3) and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. . (1) The Accounting Firm shall determine, based solely on documentation provided written submissions by the Companies, Buyer and the Representative Seller and their respective representatives, and not by independent review, only those issues items disputed in dispute specifically set forth on the Purchase Price Dispute NoticeNotice that have not been agreed upon in writing by the parties and may not resolve any disputed matter of Law or fact, except to correct plain error. There will be no ex parte communications between Seller or Buyer and the Accounting Firm, other than written answers by Seller or Buyer to written questions of the Accounting Firm (copies of which shall be provided simultaneously to Buyer or Seller, as applicable), but each of Seller and Buyer shall have the right to reply in writing to the written presentation of the other within ten days after its receipt of the other’s written presentation. In resolving any disputed item, the Accounting Firm shall be bound by the provisions Accounting Principles Consistently Applied, the applicable definitions set forth in this Agreement and the other requirements of this Section 2.6 2.3 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. . (2) If Buyer and the Representative will revise does not deliver the Proposed Closing Date Calculations within the time period required by Section 2.3(d)(i), at Seller’s option it may accept the Estimated Purchase Price as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a). The “Final Statement of Purchase Price” shall mean Price or it may submit in writing to Buyer its own Proposed Closing Date Calculations within 30 days of the expiration of the deadline for Buyer’s delivery of the Proposed Closing Date Calculations (whereupon Buyer and Seller shall follow the requirements of this Section 2.3(d)(ii), with Buyer having a 30-day period following Seller’s delivery of the Proposed Closing Date Calculations to deliver a Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(aDispute Notice).

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) 60 days after the Closing Date, Buyer Parent shall prepare and deliver to the Representative Saw Mill (A) a proposed calculation of the Net Working Capital as of the close of business on immediately prior to the Closing Date (the “"Proposed Closing Date Statement of Net Working Capital”"), (B) a proposed calculation of the amount of Cash and Cash Equivalents (the "Proposed Cash and Cash Equivalents"), (C) a proposed calculation of the amount of Closing Date Funded Indebtedness (the "Proposed Closing Date Funded Indebtedness"), (D) a proposed calculation of the Option Payments (the "Proposed Option Payments") and (E) a proposed calculation of the Purchase Price (the “"Proposed Purchase Price Calculation”") and reasonably detailed calculations demonstrating and, in each component thereof (including the Positive NWC Adjustment (if any)case, the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculationcomponents thereof. The Proposed Closing Date Statement of Net Working Capital Capital, the Proposed Cash and Cash Equivalents, the Proposed Closing Date Funded Indebtedness, the Proposed Option Payments and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “"Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements". (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative Saw Mill does not give written notice of dispute (a “"Purchase Price Dispute Notice”") to Buyer before Parent within 25 days of receiving the expiration of Proposed Closing Date Calculations, Saw Mill and the Review Period, the other parties hereto agree that (Ai) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of immediately prior to the close of business on Closing, (ii) the Proposed Cash and Cash Equivalents shall be deemed to set forth the Cash and Cash Equivalents, (iii) the Proposed Closing Date Funded Indebtedness shall be deemed to set forth the Closing DateDate Funded Indebtedness, (iv) the Proposed Option Payments shall be deemed to set forth the Option Payments and (Bv) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price. If the Representative Saw Mill gives a Purchase Price Dispute Notice to Buyer Parent (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) before the expiration of the Review Period, Buyer and the Representative will use reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from the Representative. If the Representative and Buyer do not obtain a final resolution within such 30-day period, then the items in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately to McGladrey, LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to render a determination of the applicable dispute within 30 days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a).within

Preparation of the Final Statement of Purchase Price. (i) Section 2.3.3.1 As soon as practicable, but no later than sixty ninety (6090) days after the Closing Date, Buyer Purchaser shall prepare in good faith and deliver to the Representative Seller (A) a proposed calculation of the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the amount of Cash and Cash Equivalents (the “Proposed Cash and Cash Equivalents”), (C) a proposed calculation of the amount of Closing Date Funded Indebtedness (the “Proposed Closing Date Funded Indebtedness”), (D) a proposed calculation of the amount of Seller Expenses (the “Proposed Seller Expenses”), (E) a proposed calculation of Closing Liabilities (the “Proposed Closing Liabilities”) and (F) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating and, in each component thereof (including the Positive NWC Adjustment (if any)case, the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculationcomponents thereof. The Proposed Closing Date Statement of Net Working Capital Capital, the Proposed Cash and Cash Equivalents, the Proposed Closing Funded Indebtedness, the Proposed Seller Expenses, the Proposed Closing Liabilities and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Notwithstanding anything to the contrary set forth herein, if Purchaser fails to timely deliver any of the Proposed Closing Date Calculations Calculations, then the calculation of the Estimated Purchase Price shall represent the Final Statement of Purchase Price and shall be prepared based upon the books conclusive and records of the Companies and based binding on the same principles and methodology utilized in preparing the Financial Statementsparties hereto. (ii) Concurrently with Section 2.3.3.2 Upon the delivery of the Proposed Closing Date Calculations by Buyer to the RepresentativeSeller, Buyer also Purchaser shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to Seller, Seller’s accountants, and Seller’s advisors during normal business hours to the Company’s accounting personnel, work papersincluding the chief financial officer, trial balances the Company’s and/or Purchaser’s accountants (subject to customary access and relevant indemnification letters), and the books and records, and (B) give records of the Representative reasonable advance notice of, and permit Company solely as the Representative and its advisors foregoing relates to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date CalculationsCalculations for the sole purpose of completing the Final Statement of Purchase Price. Purchaser agrees that following the Closing Date and prior to the completion of the Final Statement of Purchase Price, Purchaser shall, and shall cause the Company to, preserve and not alter or destroy any of the books and records of the Company on which the calculation of the Purchase Price or any component thereof are to be based. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. Section 2.3.3.3 If the Representative Seller does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before Purchaser within forty-five (45) days of receiving the expiration of the Review PeriodProposed Closing Date Calculations, the parties hereto Seller and Purchaser agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of Capital, (B) the close of business on Proposed Cash and Cash Equivalents shall be deemed to set forth the Cash and Cash Equivalents, (C) the Proposed Closing Date Funded Indebtedness shall be deemed to set forth the Closing DateDate Funded Indebtedness, (D) the Proposed Seller Expenses shall be deemed to set forth the Seller Expenses, (E) the Proposed Closing Liabilities shall be deemed to set forth the Closing Liabilities and (BF) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price; provided that, in the event Purchaser and the Company do not provide any papers or documents reasonably requested by Seller within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period shall be extended by one day for each additional day required for Purchaser and the Company to fully respond to such request. If the Representative Seller gives a Purchase Price Dispute Notice to Buyer Purchaser within such forty-five (which Purchase Price Dispute Notice must set forth45)-day period (including, in reasonable detailfor the avoidance of doubt, any extended period pursuant to the items preceding sentence), Purchaser and amounts in dispute) before the expiration of the Review Period, Buyer and the Representative Seller will use commercially reasonable efforts to resolve the dispute during the 30forty-day five (45)-day period (the “Discussions Period”) commencing on the date Buyer Purchaser receives the applicable Purchase Price Dispute Notice from Seller. During the RepresentativeDiscussions Period, each of Purchaser and Seller and their respective accountants shall have reasonable access during normal business hours to the working papers of the other prepared in connection with the Proposed Closing Date Calculations or the Purchase Price Dispute Notice, as the case may be, its accountants (subject to customary access and indemnification letters), if any, and to the books and records of the Company solely as the foregoing relates to the Proposed Closing Date Calculations or the Purchase Price Dispute Notice. If the Representative Seller and Buyer Purchaser do not obtain a final resolution within such 30-day periodthe Discussion Period, then the items remaining in dispute that were included (as set forth by Seller in the Representative’s Purchase Price Dispute Notice shall or by Purchaser in the Proposed Closing Date Calculations) may be submitted immediately thereafter by Seller or Purchaser to McGladreyErnst & Young LLP or another nationally-recognized, LLP independent accounting firm reasonably acceptable to Seller and Purchaser (the “Accounting Firm”). The terms of appointment and engagement of the Accounting Firm shall be instructed as agreed upon between Seller and Purchaser, and any associated fees and expenses shall initially be borne fifty percent (50%) by Seller and fifty percent (50%) by Purchaser; provided, that such fees shall ultimately be allocated in accordance with Section 2.3.3.4. Seller and Purchaser will use their respective commercially reasonable best efforts to cause the Accounting Firm to render a determination of the applicable dispute within 30 forty-five (45) days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest errorIn making its determination regarding such applicable dispute, the Accounting Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position as set forth in the Proposed Closing Date Calculations or Seller’s position as set forth in the Purchase Price Dispute Notice. In connection with the resolution of any dispute, the Accounting Firm shall have reasonable access during normal business hours to all documents, records, work papers, facilities and personnel necessary to make its determination. Each party will be afforded the opportunity to present to the Accounting Firm any material such party deems relevant to the determination and shall have a continuing opportunity to discuss the matter and its position with the Accounting Firm, but no such presentation of materials or communication shall be on an ex parte basis and each party shall be afforded access to copies of all materials presented by each other party. The determination of the Accounting Firm shall be conclusive and binding upon the RepresentativeSeller, Buyer Purchaser and the other parties hereto and, subject to Section 8.5, Section 8.6 and judgment may be entered upon the determination Section 8.14, each of the Accounting Firm in any court having jurisdiction over the party against which parties hereto shall be entitled to enforce such determination is to be enforcedin a court of competent jurisdiction. The scope of the disputes Accounting Firm’s function shall be to act as an expert and not as an arbitrator and to review only those items which are in dispute, and such review shall be resolved by the Accounting Firm is limited to only such whether the disputed items included (as set forth by Seller in the Purchase Price Dispute Notice or by Purchaser in the Proposed Closing Date Calculations that Calculations), including the Representative has disputed related calculations thereto, were prepared in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in accordance with this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a)Agreement. The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation Calculations together with any revisions thereto pursuant to this Section 2.6(a)2.3.3.3.

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty one hundred and twenty (60120) days after the Closing Date, Buyer shall prepare and deliver to the Representative (A) a proposed calculation of the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof the components thereof, including (including the Positive NWC Adjustment (if any), the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (CA) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement a proposed calculation of Net Working Capital and the Proposed Purchase Price Calculation. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as Adjustment (the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records Net Working Capital”), (B) a proposed calculation of the Companies amount of Cash and based on Cash Equivalents (the same principles “Proposed Cash and methodology utilized Cash Equivalents”), (C) a proposed calculation of the Debt Amount (the “Proposed Debt Amount”), and (D) a proposed calculation of the amount of Company Expenses (the “Proposed Company Expenses”), and, in preparing each case, the Financial Statementscomponents thereof, together with reasonable supporting detail. (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative does not give a written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before within thirty (30) days after receiving the expiration of Proposed Purchase Price Calculation, Buyer and the Review Period, the parties hereto Representative agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of Capital, (B) the close of business on Proposed Cash and Cash Equivalents shall be deemed to set forth the Closing DateCash and Cash Equivalents, (C) the Proposed Debt Amount shall be deemed to set forth the Debt Amount, (D) the Proposed Company Expenses shall be deemed to set forth the Company Expenses and (BE) the Proposed Purchase Price Calculation shall be deemed to set forth be final and binding in determining the Purchase Price. If the Representative gives a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) before the expiration of the Review Periodwithin such 30-day period, Buyer and the Representative will use commercially reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from the Representative. Items and amounts not objected to by the Representative in the Purchase Price Dispute Notice shall be deemed resolved. If the Representative and Buyer do not obtain a final resolution within such 30-day period, then the items in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately to McGladreyDeloitte & Touche LLP or another nationally-recognized, LLP independent accounting firm reasonably acceptable to the Representative and Buyer (the “Accounting Firm”). The Accounting Firm shall be instructed required to render a determination of resolving the applicable dispute within 30 45 days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the The determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer the Shareholders and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partyBuyer. Buyer and the Representative will revise the Proposed Closing Date Calculations Purchase Price Calculation as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a2.3(b)(ii). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a2.3(b)(ii).

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty ninety (6090) days after the Closing Date, Buyer shall prepare and deliver to the Representative Seller (A) a proposed detailed calculation of the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), ) and (B) a proposed detailed calculation of the Purchase Price Price, including a proposed detailed calculation of Closing Cash and Cash Equivalents, Closing 968037.12 Indebtedness and Seller Expenses not paid at or prior to the Closing (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof (including the Positive NWC Adjustment (if any), the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculationcomponents thereof. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Group Companies and based on the same principles and methodology utilized in preparing the Financial Statements. (ii) Concurrently accordance with the definitions as provided in this Agreement, the Accounting Principles and the Net Working Capital Example. Buyer shall make available (without cost to the Seller) for the purpose of verifying the Proposed Closing Date Calculations throughout the forty-five (45) day period following Buyer’s delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice Calculations: (the “Notice of Adjustment”i) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, all work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors similar materials relating to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. Calculations prepared by or on behalf of Buyer (iiithe “Supporting Materials”); and (ii) Following receipt of Buyer’s and the Notice of Adjustment Company’s and its Subsidiaries’ personnel and accountants. If Buyer fails to timely deliver the Proposed Closing Date CalculationsCalculations in accordance with the foregoing, then the Actual Adjustment shall be deemed to equal zero. The post-Closing adjustment to the Purchase Price as set forth in this Section 2.6 is not intended to permit the introduction of different accounting methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements (including any of the foregoing as they relate to the nature of accounts, calculation of levels of reserves or levels of accruals) from the Accounting Principles or the accounts used and included in determining the Reference Amounts and the Net Working Capital Example. Net Working Capital shall be determined without regard for any facts, circumstances or events that first arise or exist only after the Closing Date, and no such facts, circumstances or events may be relied upon to adjust any assumptions, judgments or estimates that were made in determining the Reference Amounts, the Representative Net Working Capital Example and its advisors will be afforded a period of thirty (30) days (the “Review Period”) Estimated Net Working Capital. Notwithstanding anything else in this Agreement to review the Notice of Adjustment and contrary, to the extent that the Proposed Closing Date Calculations. Calculations correct an error or noncompliance with the Accounting Principles, then the Reference Amounts shall be reduced or increased, as applicable, as a result of such error or noncompliance, as appropriate, to reflect such error or noncompliance. (ii) If the Representative Seller does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before within forty-five (45) days of receiving the expiration of the Review PeriodProposed Closing Date Calculations, the parties hereto agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of the close of business on the Closing Date, Date and (B) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price. If the Representative Seller gives a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) before the expiration of the Review Periodwithin such forty-five (45) day period, Buyer and the Representative Seller will use reasonable efforts to resolve the dispute during the thirty (30-) day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from the RepresentativeSeller. If the Representative Seller and Buyer do not obtain a final resolution within such thirty (30-) day period, then the items in dispute that were properly included in the RepresentativeSeller’s Purchase Price Dispute Notice shall be submitted immediately to McGladrey, Xxxxx Xxxxxxxx LLP (the “Accounting Firm”), acting as an arbitrator and not an expert. The Accounting Firm shall be instructed to render a determination of the applicable dispute within 30 days after referral of the matter to the Accounting Firm, or as soon thereafter as practicable, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a).968037.12

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty forty-five (6045) days after the Closing Date, Buyer shall prepare and deliver to the Representative (A) a proposed calculation of the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) Seller a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof (including the Positive NWC Adjustment (if any), the Negative NWC Adjustment (if any), Closing Cash components thereof. Should Buyer not prepare and Cash Equivalents, Closing Indebtedness, and deliver to Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as within the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations 45 day period, the Estimated Purchase Price shall be prepared based upon deemed to be the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial StatementsPurchase Price. (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative Seller does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before within fifteen (15) Business Days of receiving the expiration of Proposed Purchase Price Calculation, Seller and the Review Period, the parties hereto other Parties agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of the close of business on the Closing Date, and (B) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price. If the Representative Seller gives a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) before the expiration of the Review Periodwithin such 15 Business Day period, Seller and Buyer and the Representative will use reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from the RepresentativeSeller. If the Representative Buyer and Buyer Seller do not obtain a final resolution within such 30-day period, then the items in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately to McGladrey, the Dallas office of Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed required to render a determination of the applicable dispute within 30 forty-five (45) days after referral of the matter to the such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforthereof, must be in accordance with the terms of this Agreement and must only address the specific items in dispute. Absent manifest error, the The determination of the Accounting Firm shall be conclusive and binding upon Buyer, the Representative, Buyer Company and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, Seller and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving subject to collateral attack for any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater reason other than the greatest value for such item claimed by either party manifest error or less than the smallest value for such item claimed by either partyfraud. Buyer and the Representative will revise the Proposed Closing Date Calculations Purchase Price Calculation as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a1.3(b)(ii). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto determined pursuant to this Section 2.6(a1.3(b)(ii).

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer Purchaser shall, or shall cause the Company to, prepare and deliver to the Representative Seller (A) a proposed detailed calculation of the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed detailed calculation of the amount of Cash and Cash Equivalents (the “Closing Date Cash and Cash Equivalents”), and (C) a detailed calculation of the Purchase Price (the “Proposed Closing Date Purchase Price Calculation”) and reasonably and, in each case, the detailed calculations demonstrating each component components thereof (including the Positive NWC Adjustment (if any), the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination Funded Indebtedness of the Proposed Company immediately prior to the Effective Time and the Company Transaction Expenses to the extent due and payable by the Company on the Closing Date or billed and unpaid on or prior to the Closing Date. The Closing Date Statement of Net Working Capital Capital, the Closing Date Cash and Cash Equivalents, and the Proposed Purchase Price Calculation. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed For purposes of determining Net Working Capital as of the Closing Date, the identification and value of the Company’s inventory as of the Closing Date Calculations shall be prepared determined based upon a physical inventory jointly conducted by Purchaser and the Company immediately prior to the Closing (with respect to the Danville Inventory (as that term is defined in the Supply Agreement)) and immediately after the Closing (with respect to the Company’s other inventory). (ii) From and after the Closing Date and prior to the completion of the Final Statement of Purchase Price, Purchaser shall (A) make available to Seller and its accountants and any other advisors, all of the books and records of the Companies Company and based on any other documents used in the same principles and methodology utilized in preparing preparation of, or reasonably related to, the Financial Statements. (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and recordsCalculations, and (B) give the Representative reasonable advance notice of, preserve and permit the Representative and its advisors to observe, not alter or destroy in any physical inventory conducted, in connection with the preparation manner any of the Proposed Closing Date Calculationsbooks and records of the Company on which the calculation of the Purchase Price or any component thereof is to be based, or which may reasonably be expected to be useful or helpful to Seller or its accountants or advisors. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative Seller does not give deliver written notice of dispute (a “Purchase Price Dispute Notice”), which notice shall specify the items or amounts as to which Seller disagrees and the basis of Seller’s objection thereto, to Purchaser within forty five (45) to Buyer before days of actually receiving the expiration of the Review PeriodClosing Date Calculations, the parties hereto then Seller and Purchaser hereby agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of the close of business on the Closing DateCapital, and (B) the Proposed Closing Date Cash and Cash Equivalents shall be deemed to set forth the Cash and Cash Equivalents, and (C) the Closing Date Purchase Price Calculation shall be deemed to set forth the Purchase Price. If the Representative gives Seller delivers a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forthPurchaser within such 45-day period, in reasonable detail, the items then Seller and amounts in dispute) before the expiration of the Review Period, Buyer and the Representative Purchaser will use commercially reasonable efforts to resolve the dispute during the 3045-day period commencing on the date Buyer Purchaser receives the applicable Purchase Price Dispute Notice from the RepresentativeSeller. If the Representative Seller and Buyer Purchaser do not obtain a final resolution of all disputed items within such 3045-day period, then the items remaining in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately by Seller and Purchaser to McGladreyXxxxx Xxxxxxx LLP or McGladrey LLP or another nationally-recognized, LLP independent accounting firm reasonably acceptable to Seller and Purchaser (the “Accounting Firm”). The terms of appointment and engagement of the Accounting Firm shall be instructed as agreed upon between Seller and Purchaser, and any associated engagement fees shall be borne 50% by Seller and 50% by Purchaser. Seller and Purchaser shall use their reasonable efforts to cause the Accounting Firm to render a final determination of the applicable dispute within 30 forty-five (45) days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest errorIn making its determination regarding such applicable dispute, the Accounting Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position as set forth in the Closing Date Calculations or Seller’s position as set forth in the Purchase Price Dispute Notice. In connection with the resolution of any dispute, Seller and Purchaser shall use their reasonable efforts to ensure the Accounting Firm has timely access to all documents, records, work papers, facilities and personnel necessary to make its determination. The determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer Seller and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, Purchaser and not by independent review, only those issues subject to appeal absent manifest error in dispute specifically set forth on the Purchase Price Dispute Noticea calculation. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative Purchaser will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a2.2(b)(iii). The “Final Statement of Purchase Price” shall mean the Proposed Closing Date Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a2.2(b)(iii).

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) 90 days after the Closing Date, Buyer the Surviving Corporation shall prepare and deliver to the Representative (A) a proposed calculation of the Net Working Capital as of the close of business on the Closing Date Reference Time (the “Proposed Closing Date Statement of Net Working Capital”), ) and (B) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof (including the Positive NWC Adjustment (if any), the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculationcomponents thereof. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements.” (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before the expiration Surviving Corporation within 30 days of receiving the Review PeriodProposed Closing Date Calculations, the Representative and the other parties hereto agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of the close of business on the Closing Date, Reference Time and (B) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price. If the Representative gives a Purchase Price Dispute Notice to Buyer the Surviving Corporation (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in disputedispute and include all supporting schedules, analyses, working papers and other supporting documentation) before within such 30-day period, the expiration of the Review Period, Buyer Surviving Corporation and the Representative will use reasonable efforts to resolve the dispute during the 3015-day period commencing on the date Buyer the Surviving Corporation receives the applicable Purchase Price Dispute Notice from the Representative; provided that other than objections with respect to mathematical errors and the calculation of Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation not being calculated in accordance with this Section 2.10, no party may dispute any other item or amount. If the Representative and Buyer the Surviving Corporation do not obtain a final resolution within such 30-day period, then the items in dispute that were properly included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately to McGladreythe Los Angeles, LLP California office of Navigant Consulting, Inc. (the “Accounting Valuation Firm”). The Accounting Valuation Firm shall be instructed required to render a determination of the applicable dispute within 30 days after referral of the matter to the Accounting Valuation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the The determination of the Accounting Valuation Firm shall be conclusive and binding upon the Representative, Buyer the Surviving Corporation, Parent and the other parties hereto and that judgment may be entered upon the determination of the Accounting Valuation Firm in any court having jurisdiction in accordance with this Agreement over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Valuation Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute NoticeNotice based upon mathematical errors in the Proposed Closing Date Calculations or based upon the Proposed Closing Date Statement of Net Working Capital or the Proposed Purchase Price Calculation not being calculated in accordance with this Section 2.10. The Accounting Valuation Firm shall determine, based solely on documentation provided presentations by the CompaniesCompany, Buyer Parent and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Valuation Firm shall be bound by the provisions principles set forth in this Section 2.6 2.10 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative will revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a).

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty ninety (6090) days after the Closing Date, Buyer Seller shall prepare and deliver to Buyer the Representative (A) a proposed calculation of the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof the components thereof, including (including A) a proposed calculation of Net Working Capital and the Positive NWC Net Working Capital Adjustment (if anythe “Proposed Net Working Capital”), (B) a proposed calculation of the Negative NWC Adjustment amount of Cash and Cash Equivalents (if any), Closing the “Proposed Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses”), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination a proposed calculation of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as Debt Amount (the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be Debt Amount”), and, in each case, the components thereof, together with reasonable supporting detail, prepared based upon in accordance with GAAP consistently applied with the books application thereof in Exhibit A and records of otherwise as determined in accordance with the Companies accounting principles, methodologies, procedures and based on the same principles and methodology utilized classifications set forth in preparing the Financial Statements.Exhibit A. (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by If Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative does not give a written notice of dispute (a “Purchase Price Dispute Notice”) to Seller within sixty (60) days of receiving the Proposed Purchase Price Calculation, Buyer before the expiration of the Review Period, the parties hereto and Seller agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of Capital, (B) the close of business on Proposed Cash and Cash Equivalents shall be deemed to set forth the Closing DateCash and Cash Equivalents, (C) the Proposed Debt Amount shall be deemed to set forth the Debt Amount, and (BD) the Proposed Purchase Price Calculation shall be deemed to set forth be final and binding in determining the Purchase Price. If the Representative Buyer gives a Purchase Price Dispute Notice to Buyer Seller (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) before the expiration of the Review Periodwithin such sixty (60)-day period, Buyer and the Representative Seller will use commercially reasonable efforts to resolve the dispute during the 30-day thirty (30)-day period commencing on the date Buyer Seller receives the applicable Purchase Price Dispute Notice from Buyer. Items and amounts not objected to by Buyer in the RepresentativePurchase Price Dispute Notice shall be deemed resolved. If the Representative Seller and Buyer do not obtain a final resolution within such 30-day thirty (30)-day period, then the items in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately to McGladreyDeloitte & Touche USA, LLP or, if Deloitte & Touche USA, LLP does not accept the engagement, another nationally-recognized, independent accounting firm reasonably acceptable to Seller and Buyer (the “Accounting Firm”). The Accounting Firm shall be instructed required to render a determination of resolving the applicable dispute within 30 thirty (30) days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the The determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer Seller and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforcedBuyer. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Representative Seller will revise the Proposed Closing Date Calculations Purchase Price Calculation as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a2.3(b)(ii). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a2.3(b)(ii).

Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) 90 days after the Closing Date, Buyer shall prepare and deliver to the Representative (A) a proposed calculation of Sellers the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof the components thereof, including (including the Positive NWC Adjustment (if any), the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (CA) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement a proposed calculation of Net Working Capital and the Proposed Purchase Price Calculation. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as Adjustment (the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records Net Working Capital”), (B) a proposed calculation of the Companies amount of Cash and based on Cash Equivalents (the same principles “Proposed Cash and methodology utilized Cash Equivalents”) and (C) a proposed calculation of the Deal Expenses (the “Proposed Deal Expenses”), and, in preparing each case, the Financial Statementscomponents thereof, together with reasonable supporting detail. (ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations. (iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative does Sellers do not give a written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before within 30 days of receiving the expiration of the Review PeriodProposed Purchase Price Calculation, the parties hereto agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of Capital, (B) the close of business on Proposed Cash and Cash Equivalents shall be deemed to set forth the Closing DateCash and Cash Equivalents, (C) the Proposed Deal Expenses shall be deemed to set forth the Deal Expenses and (BD) the Proposed Purchase Price Calculation shall be deemed to set forth be final and binding in determining the Purchase Price. If the Representative gives Sellers give a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) before the expiration of the Review Periodwithin such 30-day period, Buyer and the Representative Sellers will use commercially reasonable best efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from the RepresentativeSellers. Items and amounts not objected to by the Sellers in the Purchase Price Dispute Notice shall be deemed resolved. If the Representative Sellers and Buyer do not obtain a final resolution within such 30-day period, then the items in dispute that were included in the Representative’s Purchase Price Dispute Notice shall be submitted immediately to McGladreya nationally-recognized, LLP independent accounting firm reasonably acceptable to the Sellers and Buyer (the “Accounting Firm”). The Accounting Firm shall be instructed required to render a determination of resolving the applicable dispute within 30 45 days after referral of the matter to the Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Absent manifest error, the The determination of the Accounting Firm shall be conclusive and binding upon the Representative, Buyer Sellers and the other parties hereto and judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice. The Accounting Firm shall determine, based solely on documentation provided by the Companies, Buyer and the Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Purchase Price Dispute Notice. In resolving any disputed item, the Accounting Firm shall be bound by the provisions set forth in this Section 2.6 and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partyBuyer. Buyer and the Representative will revise the Proposed Closing Date Calculations Purchase Price Calculation as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(a2.3(b)(ii). The “Final Statement of Purchase Price” shall mean the Proposed Purchase Price Calculation together with any revisions thereto pursuant to this Section 2.6(a2.3(b)(ii).