Common use of Proposed Closing Statement and Post-Closing Adjustment Clause in Contracts

Proposed Closing Statement and Post-Closing Adjustment. (a) At least two Business Days prior to the Closing Date, the SN Parties shall prepare and deliver to Buyer a statement (the “Proposed Closing Statement”), setting forth the SN Parties’ reasonable good faith estimate, together with accompanying reasonable detail, of the Purchase Price and the components thereof, including any estimated Adjustment Amount. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest error. (b) As soon as practicable, but in any event no later than 90 days following the Closing Date, the SN Parties, with the assistance of Buyer, shall cause to be prepared and delivered to Buyer a statement, including reasonable detail, of the Purchase Price and the components thereof, including any Adjustment Amount (the “Closing Statement”). (c) Upon receipt of the Closing Statement, Buyer and Buyer’s independent accountants shall be permitted to examine the schedules and other information used or generated in connection with the preparation of the Closing Statement and such other documents as Buyer may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 days after receipt of the Closing Statement, Buyer shall deliver to the SN Parties a written statement describing in reasonable detail its objections, if any, to any amounts or items set forth on the Closing Statement. If Buyer does not raise objections within such period, then the Closing Statement shall become final and binding upon Buyer. If Buyer raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable Law or other provisions of this Agreement) within 15 days after Buyer’s delivery to the SN Parties of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties. The resolution of disputes by such accounting firm shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, and the Closing Statement, as adjusted by the resolution of the disputed items, shall thereupon become final and binding. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% by the SN Parties and 50% by Buyer, regardless of the outcome of any such arbitration. The Parties agree that any disputed item related to the application or interpretation of Applicable Law or other provisions of this Agreement shall not be resolved by the designated accounting firm, but shall instead be resolved pursuant to the other provisions of this Agreement. (d) If the Purchase Price as finally determined in accordance with this Section 2.4 exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, Buyer shall pay to Seller cash in the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.4, the SN Parties shall pay to Buyer (or its designee(s)) cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by Buyer to Seller, or to be paid by the SN Parties to Buyer, as the case may be, shall be paid in the manner as provided in Section 2.4(e) within five Business Days after Buyer’s acceptance of the Closing Statement or the resolution of Buyer’s objections thereto pursuant to Section 2.4(c). (e) Any cash payments pursuant to this Section 2.4 shall be made by causing such payments to be credited in immediately available funds to such account or accounts of Buyer or Seller, as the case may be, as may be designated by Buyer or Seller, as the case may be, by notice to the other Party. (f) Each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price (or any component thereof) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(b).

Proposed Closing Statement and Post-Closing Adjustment. (a) At least two Business Days prior Prior to the Closing Date, the SN Parties shall prepare Contributor, with the reasonable assistance of the Partnership, prepared and deliver delivered to Buyer the Partnership a statement (the “Proposed Closing Statement”), setting forth the SN Parties’ Contributor’s reasonable good faith estimate, together with accompanying including reasonable detail, of the Purchase Price Consideration and the components thereof, thereof including any estimated Adjustment Amount. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest errorConsideration Increases and Consideration Decreases and any other adjustments expressly provided in this Agreement. (b) As soon as practicablereasonably practical, but in any event no later than 90 45 days following the Closing Date, the SN PartiesContributor, with the reasonable assistance of Buyerthe Partnership, shall cause to be prepared and delivered to Buyer the Partnership a statement, including reasonable detail, of the Purchase Price Consideration and the components thereof, thereof including any Adjustment Amount Consideration Increases and Consideration Decreases, and any other adjustments expressly provided in this Agreement, which statement shall be, except to the extent not reasonably practical, similar in all material respects in form and scope to that presented by the Contributor in the Proposed Closing Statement (the “Closing Statement”). The Partnership shall provide the Contributor and its representatives reasonable access, upon reasonable notice and during the regular business hours of the Partnership, to the books and records of ETG that is reasonably necessary for the Contributor to prepare the Closing Statement. (c) Upon receipt of the Closing Statement, Buyer the Partnership and Buyerthe Partnership’s independent accountants shall be permitted to examine the schedules and other information used or generated in connection with the preparation of the Closing Statement and such other documents as Buyer the Partnership may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 days after of receipt of the Closing Statement, Buyer the Partnership shall deliver to the SN Parties Contributor a written statement describing in reasonable detail its objections, if any, to any amounts or items set forth on the Closing Statement. If Buyer the Partnership does not raise objections within such period, then the Closing Statement shall become final and binding upon Buyerthe Partnership. If Buyer the Partnership raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable the Law or other provisions of this Agreement) within 15 30 days after Buyerthe Partnership’s delivery to the SN Parties Contributor of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties30 days. The resolution of disputes by such the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, and the Closing Statement, as adjusted by the resolution of the disputed items, shall thereupon become final and binding. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Partnership and 50% one-half by Buyer, regardless of the outcome of any such arbitrationContributor. The Parties agree that any disputed item related to the application or interpretation of Applicable the Law or other provisions of this Agreement shall not be resolved by the designated accounting firm, but shall instead be resolved pursuant by litigation among the Parties if the Parties are unable to the other provisions of this Agreementresolve such disputed item through agreement. (d) If the Purchase Price Consideration as finally determined in accordance with this Section 2.4 set forth on the Closing Statement exceeds the estimated Purchase Price Consideration as set forth on the Proposed Closing Statement, Buyer the Partnership shall pay to Seller the Contributor cash in the amount of such excess. If the estimated Purchase Price Consideration as set forth on the Proposed Closing Statement exceeds the Purchase Price Consideration as finally determined in accordance with this Section 2.4set forth on the Closing Statement, the SN Parties Contributor shall pay to Buyer (or its designee(s)) the Partnership cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by Buyer the Partnership to Sellerthe Contributor, or to be paid by the SN Parties Contributor to Buyerthe Partnership, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2.3(e) at a mutually convenient time and place within five Business Days after Buyer’s the later of acceptance of the Closing Statement or the resolution of Buyerthe Partnership’s objections thereto pursuant to Section 2.4(c)thereto. (e) Any cash payments pursuant to this Section 2.4 2.3 shall be made by causing such payments to be credited in immediately available funds to such account or accounts of Buyer the Partnership or Sellerthe Contributor, as the case may be, as may be designated by Buyer the Partnership or Sellerthe Contributor, as the case may be. If any cash payment is being made after the fifth Business Days referred to in Section 2.3(d), by notice the amount of the cash payment to be made pursuant to this Section 2.3(e) shall bear interest from and including such fifth Business Day to, but excluding, the date of payment at a rate per annum equal to the other PartyPrime Rate plus two percent. Such interest shall be payable in cash at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which payment is due. (f) Each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price (or any component thereof) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(b7.3(a), including the Deductible Amount, or any “cap” provided in Section 7.3(b), including the Cap Amount.

Proposed Closing Statement and Post-Closing Adjustment. (ai) At least two Business Days On or prior to the Closing Date, the SN Parties Seller shall prepare cause to be prepared and deliver delivered to the Buyer a statement (the “"Proposed Closing Statement”"), as prepared and determined in accordance with GAAP to the extent applicable, setting forth the SN Parties’ reasonable Seller's good faith estimate, together with accompanying including reasonable detail, of the Purchase Price and the components thereof, including any estimated Adjustment AmountPrice. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest error. (b) As soon as practicable, but in any event no later than 90 60 days following the Closing Date, the SN Parties, with the assistance of Buyer, Seller shall cause to be prepared and delivered to the Buyer a statement, including reasonable detail, of the actual Purchase Price and (such statement, as it may be adjusted pursuant to Section 2(f)(ii), the components thereof, including any Adjustment Amount (the “"Closing Statement”"). (cii) Upon receipt of the Closing Statement, the Buyer and the Buyer’s 's independent accountants shall be permitted during the succeeding 30-day period to examine the schedules and other information work papers used or generated in connection with the preparation of the Closing Statement and such other documents as the Buyer may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 days after of receipt of the Closing Statement, the Buyer shall deliver to the SN Parties Seller a written statement describing in reasonable detail its objections, objections (if any, ) to any amounts or items set forth on the Closing Statement. If the Buyer does not raise objections within such period, then then, the Closing Statement shall become final and binding upon Buyerall Parties at the end of such period. If the Buyer raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable Law or other provisions of this Agreement) within 15 60 days after the Buyer’s delivery to the SN Parties 's receipt of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties30 days. The resolution of disputes by such the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, Parties and the Closing Statement, as adjusted by the resolution of the disputed items, Statement shall thereupon become final and bindingbinding upon the date of such resolution. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Buyer and 50% by Buyer, regardless of the outcome of any such arbitration. The Parties agree that any disputed item related to the application or interpretation of Applicable Law or other provisions of this Agreement shall not be resolved one-half by the designated accounting firm, but shall instead be resolved pursuant to the other provisions of this AgreementSeller. (diii) If the Purchase Price as finally determined in accordance with this Section 2.4 set forth on the Closing Statement exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, the Buyer shall pay to the Seller cash in the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.4set forth on the Closing Statement, the SN Parties Seller shall pay to the Buyer (or its designee(s)designee) cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by the Buyer to the Seller, or to be paid by the SN Parties Seller to the Buyer, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2(f)(iv) at a mutually convenient time and place within five Business Days business days after Buyer’s the later of acceptance of the Closing Statement or the resolution of the Buyer’s 's objections thereto pursuant to Section 2.4(c2(f)(ii). (eiv) Any cash payments pursuant to this Section 2.4 2(f) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of the Buyer or the Seller, as the case may be, as may be designated by the Buyer or the Seller, as the case may be. If payment is being made after the fifth business day referred to in Section 2(f)(iii), by notice the amount of the payment to be made pursuant to this Section 2(f) shall bear interest from and including such fifth business day to, but excluding, the date of payment at a rate per annum equal to the other PartyPrime Rate plus two percent. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (fv) Each The Buyer shall cooperate in the preparation of the Closing Statement, including providing customary certifications to the Seller, and, if requested, to the Seller's independent accountants or the accounting firm selected by mutual agreement of the Parties pursuant to Section 2(f)(ii). (vi) Except as set forth in Section 2(f)(ii), each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price (or any component thereof) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(b).

Proposed Closing Statement and Post-Closing Adjustment. (ai) At least two Business Days On or prior to the Closing Date, the SN Parties Seller shall prepare cause to be prepared and deliver delivered to the Buyer a statement (the “"Proposed Closing Statement”"), as prepared and determined in accordance with GAAP to the extent applicable, setting forth the SN Parties’ reasonable Seller's good faith estimate, together with accompanying including reasonable detail, of the Purchase Price and the components thereof, including any estimated Adjustment AmountPrice. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest error. (b) As soon as practicable, but in any event no later than 90 60 days following the Closing Date, the SN Parties, with the assistance of Buyer, Seller shall cause to be prepared and delivered to the Buyer a statement, including reasonable detail, of the actual Purchase Price and (such statement, as it may be adjusted pursuant to Section 2(e)(ii), the components thereof, including any Adjustment Amount (the “"Closing Statement”"). (cii) Upon receipt of the Closing Statement, the Buyer and the Buyer’s 's independent accountants shall be permitted during the succeeding 30-day period to examine the schedules and other information work papers used or generated in connection with the preparation of the Closing Statement and such other documents as the Buyer may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 days after of receipt of the Closing Statement, the Buyer shall deliver to the SN Parties Seller a written statement describing in reasonable detail its objections, objections (if any, ) to any amounts or items set forth on the Closing Statement. If the Buyer does not raise objections within such period, then then, the Closing Statement shall become final and binding upon Buyerall Parties at the end of such period. If the Buyer raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable Law or other provisions of this Agreement) within 15 60 days after the Buyer’s delivery to the SN Parties 's receipt of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties30 days. The resolution of disputes by such the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, Parties and the Closing Statement, as adjusted by the resolution of the disputed items, Statement shall thereupon become final and bindingbinding upon the date of such resolution. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Buyer and 50% by Buyer, regardless of the outcome of any such arbitration. The Parties agree that any disputed item related to the application or interpretation of Applicable Law or other provisions of this Agreement shall not be resolved one-half by the designated accounting firm, but shall instead be resolved pursuant to the other provisions of this AgreementSeller. (diii) If the Purchase Price as finally determined in accordance with this Section 2.4 set forth on the Closing Statement exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, the Buyer shall pay to the Seller in cash in the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.4set forth on the Closing Statement, the SN Parties Seller shall pay to the Buyer (or its designee(s)designee) in cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by the Buyer to the Seller, or to be paid by the SN Parties Seller to the Buyer, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2(e)(iv) at a mutually convenient time and place within five Business Days business days after Buyer’s the later of acceptance of the Closing Statement or the resolution of the Buyer’s 's objections thereto pursuant to Section 2.4(c2(e)(ii)). (eiv) Any cash payments pursuant to this Section 2.4 2(e) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of the Buyer or the Seller, as the case may be, as may be designated by the Buyer or the Seller, as the case may be. If payment is being made after the fifth business day referred to in Section 2(e)(iii), by notice the amount of the payment to be made pursuant to this Section 2(e) shall bear interest from and including such fifth business day to, but excluding, the date of payment at a rate per annum equal to the other PartyPrime Rate plus two percent. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (fv) Each The Buyer shall cooperate in the preparation of the Closing Statement, including providing customary certifications to the Seller, and, if requested, to the Seller's independent accountants or the accounting firm selected by mutual agreement of the Parties pursuant to Section 2(e)(ii). (vi) Except as set forth in Section 2(e)(ii), each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price (or any component thereof) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(b).

Proposed Closing Statement and Post-Closing Adjustment. (ai) At Unless otherwise agreed by the Parties, at least two three Business Days prior to the Closing Date, the SN Parties Seller, with the reasonable assistance of the Buyer, shall prepare cause to be prepared and deliver delivered to the Buyer a statement (the “Proposed Closing Statement”), setting forth the SN Parties’ Seller’s reasonable good faith estimate, together with accompanying including reasonable detail, of the Purchase Price and the components thereof, thereof including any estimated Adjustment Amount. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest errorPurchase Price Increases and Purchase Price Decreases and any other adjustments expressly provided in this Agreement. (bii) As soon as practicablereasonably practical, but in any event no later than 90 45 days following the Closing Date, the SN PartiesSeller, with the reasonable assistance of the Buyer, shall cause to be prepared and delivered to the Buyer a statement, including reasonable detail, of the Purchase Price and the components thereof, thereof including any Adjustment Amount Purchase Price Increases and Purchase Price Decreases, and any other adjustments expressly provided in this Agreement, which statement shall be, except to the extent not reasonably practical, similar in all material respects in form and scope to that presented by the Seller in the Proposed Closing Statement (the “Closing Statement”). The Buyer shall, and shall cause each of the Companies and the Company Subsidiaries to, provide the Seller and its representatives reasonable access, upon reasonable notice and during the regular business hours of the Buyer, to the books and records of the Companies and the Company Subsidiaries and, to the extent it has the Legal Right, to the Company Joint Venture Entities that are reasonably necessary for the Seller to prepare the Closing Statement. (ciii) Upon receipt of the Closing Statement, the Buyer and the Buyer’s independent accountants shall be permitted to examine the schedules and other information used or generated in connection with the preparation of the Closing Statement and such other documents as the Buyer may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 days after of receipt of the Closing Statement, the Buyer shall deliver to the SN Parties Seller a written statement describing in reasonable detail its objections, if any, to any amounts or items set forth on the Closing Statement. If the Buyer does not raise objections within such period, then the Closing Statement shall become final and binding upon the Buyer. If the Buyer raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable the Law or other provisions of this Agreement) within 15 30 days after the Buyer’s delivery to the SN Parties Seller of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties30 days. The resolution of disputes by such the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, and the Closing Statement, as adjusted by the resolution of the disputed items, shall thereupon become final and binding. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Buyer and 50% one-half by Buyer, regardless of the outcome of any such arbitrationSeller. The Parties agree that any disputed item related to the application or interpretation of Applicable the Law or other provisions of this Agreement shall not be resolved by the designated accounting firm, but shall instead be resolved pursuant by litigation among the Parties if the Parties are unable to resolve such disputed item through agreement. For the avoidance of doubt, any recovery or amount to which a Party is entitled after Closing for any error or inaccuracy in the Closing Statement shall not be limited by or subject to the other provisions of this AgreementDeductible Amount or the Cap Amount. (div) If the Purchase Price as finally determined in accordance with this Section 2.4 set forth on the Closing Statement exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, the Buyer shall pay to the Seller cash in the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.4set forth on the Closing Statement, the SN Parties Seller shall pay to the Buyer (or its designee(s)) cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by the Buyer to the Seller, or to be paid by the SN Parties Seller to the Buyer, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2(f)(v) at a mutually convenient time and place within five Business Days after Buyer’s the later of acceptance of the Closing Statement or the resolution of the Buyer’s objections thereto pursuant to Section 2.4(c)thereto. (ev) Any cash payments pursuant to this Section 2.4 2(f) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of the Buyer or the Seller, as the case may be, as may be designated by the Buyer or the Seller, as the case may be. If any cash payment is being made after the fifth Business Days referred to in Section 2(f)(iv), by notice the amount of the cash payment to be made pursuant to this Section 2(f) shall bear interest from and including such fifth Business Day to, but excluding, the date of payment at a rate per annum equal to the other PartyPrime Rate plus two percent. Such interest shall be payable in cash at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which payment is due. (fvi) Each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price . (or any component thereofvii) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” provided in Sections 8(b)(i) and 8(c)(i), including the deductibles Deductible Amount, or any “cap” provided in Section 11.4(bSections 8(b)(v) and 8(c)(v), including the Cap Amount.

Proposed Closing Statement and Post-Closing Adjustment. (ai) At least two Business Days five (5) business days prior to the Closing Date, the SN Parties Seller shall prepare and deliver to the Buyer a statement (the “Proposed Closing Statement”), setting forth the SN Parties’ Seller’s reasonable good faith estimate, together with accompanying reasonable detail, of the Purchase Price and the components thereof, including any estimated Adjustment Amount. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest errorPurchase Price Increases and Purchase Price Decreases. (bii) As soon as practicable, but in any event no later than 90 forty-five (45) days following the Closing Date, the SN PartiesSeller, with the assistance of the Buyer, shall cause to be prepared and delivered to the Buyer a statement, including reasonable detail, of the Purchase Price and the components thereof, including any Adjustment Amount Purchase Price Increases and Purchase Price Decreases (the “Closing Statement”). (ciii) Upon receipt of the Closing Statement, the Buyer and the Buyer’s independent accountants shall be permitted to examine the schedules and other information used or generated in connection with the preparation of the Closing Statement and such other documents as the Buyer may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 thirty (30) days after of receipt of the Closing Statement, the Buyer shall deliver to the SN Parties Seller a written statement describing in reasonable detail its objections, if any, to any amounts or items set forth on the Closing Statement. If the Buyer does not raise objections within such period, then the Closing Statement shall become final and binding upon the Buyer. If the Buyer raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable the Law or other provisions of this Agreement) within 15 fifteen (15) days after the Buyer’s delivery to the SN Parties Seller of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a Ernst & Young LLP, or another nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 forty-five (45) days of its joint engagement by the Parties. The resolution of disputes by such accounting firm shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, and the Closing Statement, as adjusted by the resolution of the disputed items, shall thereupon become final and binding. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Buyer and 50% one-half by Buyer, regardless of the outcome of any such arbitrationSeller. The Parties agree that any disputed item related to the application or interpretation of Applicable the Law or other provisions of this Agreement shall not be resolved by the designated accounting firm, but shall instead be resolved pursuant to the other provisions of this Agreement. (div) If the Purchase Price as finally determined in accordance with this Section 2.4 2(f) exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, the Buyer shall pay to the Seller cash in the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.42(f), the SN Parties Seller shall pay to the Buyer (or its designee(s)) cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by the Buyer to the Seller, or to be paid by the SN Parties Seller to the Buyer, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2(f)(v) within five Business Days (5) business days after the Buyer’s acceptance of the Closing Statement or the resolution of the Buyer’s objections thereto pursuant to Section 2.4(c2(f)(iii). (ev) Any cash payments pursuant to this Section 2.4 2(f) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of the Buyer or the Seller, as the case may be, as may be designated by the Buyer or the Seller, as the case may be, by notice to the other Party. If any cash payment is being made after the fifth business day referred to in Section 2(f)(iv) the amount of the cash payment to be made pursuant to this Section 2(f) shall bear interest from and including such fifth business day to, but excluding, the date of payment at a rate per annum equal to the Prime Rate plus two percent. Such interest shall be payable in cash at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (fvi) Each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price (or any component thereof) pursuant to this Section 2.4. 2(f). (vii) The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(bSections 8(b)(i) and 8(c)(i).

Proposed Closing Statement and Post-Closing Adjustment. (ai) At least two Business Days five (5) business days prior to the Closing Date, the SN Parties Parent, with the assistance of the Contributor, shall prepare cause to be prepared and deliver delivered to Buyer the Contributor a statement (the “Proposed Closing Statement”), setting forth forth: the SN Parties’ Parent’s reasonable good faith estimate, together with accompanying including reasonable detail, of the estimated Purchase Price and the components thereof, including any estimated Adjustment Amount. Within one Business Day after receipt Purchase Price Decreases, any Adverse Consequences resulting from or attributable to any inaccuracy, violation or breach of any representations, warranties or covenants of the Proposed Closing StatementContributor under this Agreement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon and any other adjustments expressly provided by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest errorthis Agreement. (bii) As soon as practicable, but in any event no later than 90 45 days following the Closing Date, the SN PartiesParent, with the assistance of Buyerthe Contributor, shall cause to be prepared and delivered to Buyer the Contributor a statement, including reasonable detail, of the estimated Purchase Price and the components thereof, including any Adjustment Amount estimated Purchase Price Decreases, any Adverse Consequences resulting from or attributable to any inaccuracy, violation or breach of any representations, warranties or covenants of the Contributor under this Agreement and any other adjustments expressly provided by this Agreement (the “Closing Statement”). (ciii) Upon receipt of the Closing Statement, Buyer the Contributor and Buyerthe Contributor’s independent accountants shall be permitted to examine the schedules and other information (including the books and records of the Subject Companies) used or generated in connection with the preparation of the Closing Statement and such other documents as Buyer the Contributor may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 days after of receipt of the Closing Statement, Buyer the Contributor shall deliver to the SN Parties Parent a written statement describing in reasonable detail its objections, if any, to any amounts or items set forth on the Closing Statement. If Buyer the Contributor does not raise objections within such period, then the Closing Statement shall become final and binding upon Buyerthe Contributor. If Buyer the Contributor raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable the Law or other provisions of this Agreement) within 15 days after Buyerthe Contributor’s delivery to the SN Parties Parent of its written statement of objections obligations to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties30 days. The resolution of disputes by such the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, and the Closing Statement, as adjusted by the resolution of the disputed items, shall thereupon become final and binding. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Parent and 50% one-half by Buyer, regardless of the outcome of any such arbitrationContributor. The Parties agree that any disputed item related to the application or interpretation of Applicable the Law or other provisions of this Agreement shall not be resolved by the designated accounting firm, but shall instead be resolved pursuant by litigation among the Parties if the Parties are unable to the other provisions of this Agreementresolve such disputed item through agreement. (div) If the Purchase Price as finally determined in accordance with this Section 2.4 set forth on the Closing Statement exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, Buyer the Parent shall pay to Seller the Contributor cash in the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.4set forth on the Closing Statement, the SN Parties Contributor shall pay to Buyer the Parent (or its designee(s)designee) cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by Buyer the Parent to Sellerthe Contributor, or to be paid by the SN Parties Contributor to Buyerthe Parent, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2(f)(v) at a mutually convenient time and place within five Business Days (5) business days after Buyer’s the later of acceptance of the Closing Statement or the resolution of Buyerthe Contributor’s objections thereto pursuant to Section 2.4(c2(f)(iii). (ev) Any cash payments pursuant to this Section 2.4 2(f) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of Buyer the Parent or Sellerthe Contributor, as the case may be, as may be designated by Buyer the Parent or Sellerthe Contributor, as the case may be. If any cash payment is being made after the fifth business day referred to in Section 2(f)(iv) the amount of the cash payment to be made pursuant to this Section 2(f) shall bear interest from and including such fifth business day to, by notice but excluding, the date of payment at a rate per annum equal to the other PartyPrime Rate plus two percent. Such interest shall be payable in cash at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (fvi) Each Upon Parent’s reasonable request submitted to the Contributor at any time or from time to time prior to Closing, the Contributor shall cooperate in the preparation of the Closing Statement, including providing customary certifications to the Parent, and, if requested, to the Parent’s independent accountants or the accounting firm selected by mutual agreement of the Parties pursuant to Section 2(f)(iii). (vii) Except as set forth in Section 2(f)(iii), each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price . (or any component thereofviii) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, inaccuracies omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any limitations set forth in Article 9, including any “deductible,” including the deductibles provided in Section 11.4(b)or “cap.”

Proposed Closing Statement and Post-Closing Adjustment. (ai) At least two Business Days three business days prior to the Closing Date, the SN Parties Contributor shall prepare cause to be prepared and deliver delivered to Buyer the Issuer a statement (the “"Proposed Closing Statement”"), as prepared and determined in accordance with GAAP to the extent applicable, setting forth the SN Parties’ reasonable Contributor's good faith estimate, together with accompanying including reasonable detail, of the Purchase Price and the components thereof, including any estimated Adjustment AmountIssue Price. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest error. (b) As soon as practicable, but in any event no later than 90 60 days following the Closing Date, the SN Parties, with the assistance of Buyer, Contributor shall cause to be prepared and delivered to Buyer the Issuer a statement, including reasonable detail, of the Purchase actual Issue Price and (such statement, as it may be adjusted pursuant to Section 2(d)(ii), the components thereof, including any Adjustment Amount (the “"Closing Statement”"). (cii) Upon receipt of the Closing Statement, Buyer the Issuer and Buyer’s the Issuer's independent accountants shall be permitted during the succeeding 30-day period to examine the schedules and other information work papers used or generated in connection with the preparation of the Closing Statement and such other documents as Buyer the Issuer may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 days after of receipt of the Closing Statement, Buyer the Issuer shall deliver to the SN Parties Contributor a written statement describing in reasonable detail its objections, objections (if any, ) to any amounts or items set forth on the Closing Statement. If Buyer the Issuer does not raise objections within such period, then then, the Closing Statement shall become final and binding upon Buyerall Parties at the end of such period. If Buyer the Issuer raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable Law or other provisions of this Agreement) within 15 60 days after Buyer’s delivery to the SN Parties Issuer's receipt of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties30 days. The resolution of disputes by such the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, Parties and the Closing Statement, as adjusted by the resolution of the disputed items, Statement shall thereupon become final and bindingbinding upon the date of such resolution. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Issuer and 50% by Buyer, regardless of the outcome of any such arbitration. The Parties agree that any disputed item related to the application or interpretation of Applicable Law or other provisions of this Agreement shall not be resolved one-half by the designated accounting firm, but shall instead be resolved pursuant to the other provisions of this AgreementContributor. (diii) If the Purchase Issue Price as finally determined in accordance with this Section 2.4 set forth on the Closing Statement exceeds the estimated Purchase Issue Price as set forth on the Proposed Closing Statement, Buyer the Issuer shall pay to Seller cash in the Contributor the amount of such excessexcess in Common Units based on the Market Price on the date of Closing. If the estimated Purchase Issue Price as set forth on the Proposed Closing Statement exceeds the Purchase Issue Price as finally determined in accordance with this Section 2.4set forth on the Closing Statement, the SN Parties Contributor shall pay to Buyer the Issuer (or its designee(s)designee) cash in the amount of such excessexcess in cash. After giving effect to the foregoing adjustments, any amount to be paid by Buyer the Issuer to Sellerthe Contributor, or to be paid by the SN Parties Contributor to Buyerthe Issuer, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2(d)(iv) at a mutually convenient time and place within five Business Days business days after Buyer’s the later of acceptance of the Closing Statement or the resolution of Buyer’s the Issuer's objections thereto pursuant to Section 2.4(c2(d)(ii). (eiv) Any cash payments pursuant to this Section 2.4 2(d) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of Buyer or Seller, as the case may be, Issuer as may be designated by Buyer or Sellerthe Issuer. If any cash payment is being made after the fifth business day referred to in Section 2(d)(iii), the amount of the payment to be made pursuant to this Section 2(d) shall bear interest from and including such fifth business day to, but excluding, the date of payment at a rate per annum equal to the Prime Rate plus two percent. Such interest shall be payable at the same time as the case may be, by notice payment to which it relates and shall be calculated on the other Partybasis of a year of 365 days and the actual number of days for which due. (fv) Each The Issuer shall cooperate in the preparation of the Closing Statement, including providing customary certifications to the Contributor, and, if requested, to the Contributor's independent accountants or the accounting firm selected by mutual agreement of the Parties pursuant to Section 2(d)(ii). (vi) Except as set forth in Section 2(d)(ii), each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price (or any component thereof) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(b).

Proposed Closing Statement and Post-Closing Adjustment. (ai) At least two Business Days five (5) business days prior to the Closing Date, the SN Parties Seller shall prepare and deliver to the Buyer a statement (the “Proposed Closing Statement”), setting forth the SN Parties’ Seller’s reasonable good faith estimate, together with accompanying reasonable detail, of the Purchase Price and the components thereof, including any estimated Adjustment Amount. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest errorPurchase Price Increases and Purchase Price Decreases. (bii) As soon as practicable, but in any event no later than 90 forty-five (45) days following the Closing Date, the SN PartiesSeller, with the assistance of the Buyer, shall cause to be prepared and delivered to the Buyer a statement, including reasonable detail, of the Purchase Price and the components thereof, including any Adjustment Amount Purchase Price Increases and Purchase Price Decreases (the “Closing Statement”). (ciii) Upon receipt of the Closing Statement, the Buyer and the Buyer’s independent accountants shall be permitted to examine the schedules and other information used or generated in connection with the preparation of the Closing Statement and such other documents as the Buyer may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 thirty (30) days after of receipt of the Closing Statement, the Buyer shall deliver to the SN Parties Seller a written statement describing in reasonable detail its objections, if any, to any amounts or items set forth on the Closing Statement. If the Buyer does not raise objections within such period, then the Closing Statement shall become final and binding upon the Buyer. If the Buyer raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable the Law or other provisions of this Agreement) within 15 fifteen (15) days after the Buyer’s delivery to the SN Parties Seller of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a Ernst & Young LLP, or another nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 forty-five (45) days of its joint engagement by the Parties. The resolution of disputes by such accounting firm shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, and the Closing Statement, as adjusted by the resolution of the disputed items, shall thereupon become final and binding. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Buyer and 50% one-half by Buyer, regardless of the outcome of any such arbitrationSeller. The Parties agree that any disputed item related to the application or interpretation of Applicable the Law or other provisions of this Agreement shall not be resolved by the designated accounting firm, but shall instead be resolved pursuant to the other provisions of this Agreement. (div) If the Purchase Price as finally determined in accordance with this Section 2.4 2(g) exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, the Buyer shall pay to the Seller cash in the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.42(g), the SN Parties Seller shall pay to the Buyer (or its designee(s)) cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by the Buyer to the Seller, or to be paid by the SN Parties Seller to the Buyer, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2(g)(v) within five Business Days (5) business days after the Buyer’s acceptance of the Closing Statement or the resolution of the Buyer’s objections thereto pursuant to Section 2.4(c2(g)(iii). (ev) Any cash payments pursuant to this Section 2.4 2(g) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of the Buyer or the Seller, as the case may be, as may be designated by the Buyer or the Seller, as the case may be, by notice to the other Party. If any cash payment is being made after the fifth business day referred to in Section 2(g)(iv) the amount of the cash payment to be made pursuant to this Section 2(g) shall bear interest from and including such fifth business day to, but excluding, the date of payment at a rate per annum equal to the Prime Rate plus two percent. Such interest shall be payable in cash at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (fvi) Each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price (or any component thereof) pursuant to this Section 2.4. 2(g). (vii) The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(bSections 8(b)(i) and 8(c)(i).

Proposed Closing Statement and Post-Closing Adjustment. (ai) At least two Business Days five (5) business days prior to the Closing Date, the SN Parties Sellers, with the assistance of the Buyer, shall prepare cause to be prepared and deliver delivered to the Buyer a statement (the “Proposed Closing Statement”), setting forth forth: the SN PartiesSellers’ reasonable good faith estimate, together with accompanying including reasonable detail, of the estimated Purchase Price and the components thereof, along with a schedule of the receivables, inventory and other categories at the Valuation Time and the Closing (each as appropriately adjusted for any distributions made in accordance with Section 5(o)) reasonably requested by the Buyer constituting the current assets and current liabilities of the Companies and the Subject Assets or Assumed Obligations of the Companies in each case in reasonable detail indicating (x) the Product Inventory and Product Inventory Value Amount at the Valuation Time and the Closing and (y) receivables and payables as of the Valuation Time and the Closing (each as appropriately adjusted for any distributions made in accordance with Section 5(o)) including an aging by amount and customer or vendor), estimated Adjusted Working Capital (each as appropriately adjusted for any distributions made in accordance with estimated Adjustment Amount. Within one Business Day after receipt Purchase Price Increases and Purchase Price Decreases and any other adjustments expressly provided by this Agreement). (ii) In connection with the preparation of the Proposed Closing Statement, Buyer will deliver the Sellers shall also measure the inventory quantities in their control as of the Closing Date, and the Buyer’s representatives shall be given reasonable advance notice of, and shall be permitted to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes attend and observe, such measurement and to be made have reasonable access to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as documentation of inventory positions prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest errorSellers. (biii) As soon as practicable, but in any event no later than 90 45 days following the Closing Date, the SN PartiesBuyer, with the assistance of Buyerthe Sellers, shall cause to be prepared and delivered to Buyer the Sellers a statement, including reasonable detail, of the estimated Purchase Price and the components thereof, a detailed schedule of the receivables, inventory and other categories at the Valuation Time and the Closing (each as appropriately adjusted for any distributions made in accordance with Section 5(o)) constituting the Subject Assets or Assumed Obligations, which schedule shall be, except to the extent not practicable, similar in all material respects in form and scope to that presented by Sellers in the Closing Statement and including schedules in reasonable detail (x) the Product Inventory and Product Inventory Value Amount at the Valuation Time and the Closing and (y) receivables and payables as of the Valuation Time and the Closing, including an aging by amount and customer or vendor), Adjusted Working Capital (each as appropriately adjusted for any Adjustment Amount distributions made in accordance with Section 5(o)), Purchase Price Increases and Purchase Price Decreases and any other adjustments expressly provided in this Agreement (the “Closing Statement”). (civ) Upon receipt of the Closing Statement, Buyer the Sellers and Buyer’s the Sellers’ independent accountants shall be permitted to examine the schedules and other information used or generated in connection with the preparation of the Closing Statement and such other documents as Buyer the Sellers may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 days after of receipt of the Closing Statement, Buyer the Sellers shall deliver to the SN Parties Buyer a written statement describing in reasonable detail its objections, if any, to any amounts or items set forth on the Closing Statement. If Buyer does the Sellers do not raise objections within such period, then the Closing Statement shall become final and binding upon Buyerthe Sellers. If Buyer raises the Sellers raise objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable the Law or other provisions of this Agreement) within 15 days after Buyer’s the Sellers’ delivery to the SN Parties Buyer of its written statement of objections obligations to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties30 days. The resolution of disputes by such the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, and the Closing Statement, as adjusted by the resolution of the disputed items, shall thereupon become final and binding. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Buyer and 50% one-half by Buyer, regardless of the outcome of any such arbitrationSellers. The Parties agree that any disputed item related to the application or interpretation of Applicable the Law or other provisions of this Agreement shall not be resolved by the designated accounting firm, but shall instead be resolved pursuant by litigation among the Parties if the Parties are unable to the other provisions of this Agreementresolve such disputed item through agreement. (dv) If the Purchase Price as finally determined in accordance with this Section 2.4 set forth on the Closing Statement exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, the Buyer shall pay to Seller cash in the Sellers the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.4set forth on the Closing Statement, the SN Parties Sellers shall pay to the Buyer (or its designee(s)designee) cash in the amount of such excess. Payments under this Section 2(f)(v) shall be made one-half in cash and one-half by the delivery of Units based on a value of $20.8036 per Unit. After giving effect to the foregoing adjustments, any amount to be paid by the Buyer to Sellerthe Sellers, or to be paid by the SN Parties Sellers to the Buyer, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2(f)(vi) at a mutually convenient time and place within five Business Days (5) business days after Buyer’s the later of acceptance of the Closing Statement or the resolution of the Buyer’s objections thereto pursuant to Section 2.4(c2(f)(iv). (evi) Any cash payments pursuant to this Section 2.4 2(f) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of the Buyer or Sellerthe Sellers, as the case may be, as may be designated by the Buyer or Sellerthe Sellers, as the case may be. If any cash payment is being made after the fifth business day referred to in Section 2(f)(v) the amount of the cash payment to be made pursuant to this Section 2(f) shall bear interest from and including such fifth business day to, by notice but excluding, the date of payment at a rate per annum equal to the other PartyPrime Rate plus two percent. Such interest shall be payable in cash at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (fvii) Each The Sellers shall cooperate in the preparation of the Closing Statement, including providing customary certifications to the Buyer, and, if requested, to the accounting firm selected by mutual agreement of the Parties pursuant to Section 2(f)(iv). (viii) Except as set forth in Section 2(f)(iv), each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price . (or any component thereofix) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, inaccuracies omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(bSections 9(b)(i) and 9(c)(i).

Proposed Closing Statement and Post-Closing Adjustment. (ai) At least two Business Days three business days prior to the Closing Date, the SN Parties Seller shall prepare cause to be prepared and deliver delivered to the Buyer a statement (the “"Proposed Closing Statement”"), as prepared and determined in accordance with GAAP to the extent applicable, setting forth the SN Parties’ reasonable Seller's good faith estimate, together with accompanying including reasonable detail, of the Purchase Price and the components thereof, including any estimated Adjustment AmountPrice. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest error. (b) As soon as practicable, but in any event no later than 90 60 days following the Closing Date, the SN Parties, with the assistance of Buyer, Seller shall cause to be prepared and delivered to the Buyer a statement, including reasonable detail, of the actual Purchase Price and (such statement, as it may be adjusted pursuant to Section 2(f)(ii), the components thereof, including any Adjustment Amount (the “"Closing Statement”"). (cii) Upon receipt of the Closing Statement, the Buyer and the Buyer’s 's independent accountants shall be permitted during the succeeding 30-day period to examine the schedules and other information work papers used or generated in connection with the preparation of the Closing Statement and such other documents as the Buyer may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 days after of receipt of the Closing Statement, the Buyer shall deliver to the SN Parties Seller a written statement describing in reasonable detail its objections, objections (if any, ) to any amounts or items set forth on the Closing Statement. If the Buyer does not raise objections within such period, then then, the Closing Statement shall become final and binding upon Buyerall Parties at the end of such period. If the Buyer raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable Law or other provisions of this Agreement) within 15 60 days after the Buyer’s delivery to the SN Parties 's receipt of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties30 days. The resolution of disputes by such the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, Parties and the Closing Statement, as adjusted by the resolution of the disputed items, Statement shall thereupon become final and bindingbinding upon the date of such resolution. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Buyer and 50% by Buyer, regardless of the outcome of any such arbitration. The Parties agree that any disputed item related to the application or interpretation of Applicable Law or other provisions of this Agreement shall not be resolved one-half by the designated accounting firm, but shall instead be resolved pursuant to the other provisions of this AgreementSeller. (diii) If the Purchase Price as finally determined in accordance with this Section 2.4 set forth on the Closing Statement exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, the Buyer shall pay to the Seller cash in the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.4set forth on the Closing Statement, the SN Parties Seller shall pay to the Buyer (or its designee(s)designee) cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by the Buyer to the Seller, or to be paid by the SN Parties Seller to the Buyer, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e) 2(f)(iv)at a mutually convenient time and place within five Business Days business days after Buyer’s the later of acceptance of the Closing Statement or the resolution of the Buyer’s 's objections thereto pursuant to Section 2.4(c2(f)(ii). (eiv) Any cash payments pursuant to this Section 2.4 2(f) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of the Buyer or the Seller, as the case may be, as may be designated by the Buyer or the Seller, as the case may be. If payment is being made after the fifth business day referred to in Section 2(f)(iii), by notice the amount of the payment to be made pursuant to this Section 2(f) shall bear interest from and including such fifth business day to, but excluding, the date of payment at a rate per annum equal to the other PartyPrime Rate plus two percent. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (fv) Each The Buyer shall cooperate in the preparation of the Closing Statement, including providing customary certifications to the Seller, and, if requested, to the Seller's independent accountants or the accounting firm selected by mutual agreement of the Parties pursuant to Section 2(f)(ii). (vi) Except as set forth in Section 2(f)(ii), each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price (or any component thereof) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(b).

Proposed Closing Statement and Post-Closing Adjustment. (ai) At least two Business Days On or prior to the Closing Date, the SN Parties Seller shall prepare cause to be prepared and deliver delivered to the Buyer a statement (the “Proposed Closing Statement”"PROPOSED CLOSING STATEMENT"), as prepared and determined in accordance with GAAP to the extent applicable, setting forth the SN Parties’ reasonable Seller's good faith estimate, together with accompanying including reasonable detail, of the Purchase Price and the components thereof, including any estimated Adjustment AmountPrice. Within one Business Day after receipt of the Proposed Closing Statement, Buyer will deliver to the SN Parties a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Proposed Closing Statement. The Proposed Closing Statement, as agreed upon by the Parties, will be used to determine the estimated Adjustment Amount at Closing. If the Parties are unable to reach agreement, the Proposed Closing Statement as prepared by the SN Parties will be used to determine the estimated Adjustment Amount at Closing, absent manifest error. (b) As soon as practicable, but in any event no later than 90 60 days following the Closing Date, the SN Parties, with the assistance of Buyer, Buyer shall cause to be prepared and delivered to Buyer the Seller a statement, including reasonable detail, of the actual Purchase Price and (such statement, as it may be adjusted pursuant to Section 2(e)(ii), the components thereof, including any Adjustment Amount (the “Closing Statement”"CLOSING STATEMENT"). (cii) Upon receipt of the Closing Statement, Buyer the Seller and Buyer’s the Seller's independent accountants shall be permitted during the succeeding 60-day period to examine the schedules and other information work papers used or generated in connection with the preparation of the Closing Statement and such other documents as Buyer the Seller may reasonably request in connection with its review of the Closing Statement. The SN Parties and their Affiliates shall permit Buyer and its independent accountants reasonable access to the SN Parties’ independent accountants and employees that prepared the Closing Statement. Within 30 60 days after of receipt of the Closing Statement, Buyer the Seller shall deliver to the SN Parties Buyer a written statement describing in reasonable detail its objections, objections (if any, ) to any amounts or items set forth on the Closing Statement. If Buyer the Seller does not raise objections within such period, then then, the Closing Statement shall become final and binding upon Buyerall Parties at the end of such period. If Buyer the Seller raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item (other than disputes involving the application or interpretation of Applicable Law or other provisions of this Agreement) within 15 60 days after Buyer’s delivery to the SN Parties Seller's receipt of its written statement of objections to the Closing Statement, any such disputed item shall be submitted to a nationally recognized an independent "Big-Four" accounting firm (that does not have a material relationship with any of the Parties or their respective Affiliates) mutually agreeable to the Parties, Parties who shall be instructed to resolve such disputed item in accordance with the terms of this Agreement within 45 days of its joint engagement by the Parties30 days. The resolution of disputes by such the accounting firm so selected shall be set forth in writing and shall be conclusive, binding and non-appealable upon the Parties, Parties and the Closing Statement, as adjusted by the resolution of the disputed items, Statement shall thereupon become final and bindingbinding upon the date of such resolution. The fees and expenses of any such arbitration (including the fees and expenses of the accounting firm named above) under this Section 2.4(c) shall be borne 50% paid one-half by the SN Parties Buyer and 50% by Buyer, regardless of the outcome of any such arbitration. The Parties agree that any disputed item related to the application or interpretation of Applicable Law or other provisions of this Agreement shall not be resolved one-half by the designated accounting firm, but shall instead be resolved pursuant to the other provisions of this AgreementSeller. (diii) If the Purchase Price as finally determined in accordance with this Section 2.4 set forth on the Closing Statement exceeds the estimated Purchase Price as set forth on the Proposed Closing Statement, the Buyer shall pay to the Seller in cash in the amount of such excess. If the estimated Purchase Price as set forth on the Proposed Closing Statement exceeds the Purchase Price as finally determined in accordance with this Section 2.4set forth on the Closing Statement, the SN Parties Seller shall pay to the Buyer (or its designee(s)designee) in cash in the amount of such excess. After giving effect to the foregoing adjustments, any amount to be paid by the Buyer to the Seller, or to be paid by the SN Parties Seller to the Buyer, as the case may be, shall be paid in the manner and with interest as provided in Section 2.4(e2(e)(iv) at a mutually convenient time and place within five Business Days business days after Buyer’s the later of acceptance of the Closing Statement or the resolution of Buyer’s the Seller's objections thereto pursuant to Section 2.4(c2(e)(ii)). (eiv) Any cash payments pursuant to this Section 2.4 2(e) shall be made by causing such payments to be credited in immediately available funds to such account or accounts of the Buyer or the Seller, as the case may be, as may be designated by the Buyer or the Seller, as the case may be. If payment is being made after the fifth business day referred to in Section 2(e)(iii), by notice the amount of the payment to be made pursuant to this Section 2(e) shall bear interest from and including such fifth business day to, but excluding, the date of payment at a rate per annum equal to the other PartyPrime Rate plus two percent. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (fv) The Seller shall cooperate in the preparation of the Closing Statement, including providing customary certifications to the Buyer, and, if requested, to the Seller's independent accountants or the accounting firm selected by mutual agreement of the Parties pursuant to Section 2(e)(ii). (vi) The value of the Inventory, as of the Effective Time, shall be mutually determined by the Seller and the Buyer, each acting reasonably, and shall be adjusted to take into account (i) the market valuation of contracts of the Acquired Companies for the fixed price forward sale of propane that are in effect as of the Effective Time using a mutually determined mark-to-market valuation, less an amount equal to the prepaid purcxxxx price associated with the propane inventory corresponding to such contracts, and (ii) any physical exchange imbalances of natural gas, natural gas liquids, and condensates attributable to the Acquired Companies as of the Effective Time. If within 45 days following the Closing Date the Seller and the Buyer have not reached an agreement with regard to the value of any such Inventory, then the Seller and the Buyer shall engage an independent "Big-Four" accounting firm to determine such value and the determination by such accounting firm shall be binding upon the Parties. Each of the Seller and the Buyer shall bear and pay one-half of the fees and expenses of such accounting firm arising out of such engagement. (vii) Except as set forth in Sections 2(e)(ii) and 2(e)(vi), each Party shall bear its own costs and expenses incurred in connection with the preparation and review of the Closing Statement, and none of such costs or expenses shall be taken into account in the determination of the Purchase Price (or any component thereof) pursuant to this Section 2.4. The Parties acknowledge and agree that any inaccuracies, omissions, mischaracterizations or similar errors contained in the Proposed Closing Statement or the Closing Statement shall not be subject to any “deductible,” including the deductibles provided in Section 11.4(b).