Common use of Purchase Price Adjustments Clause in Contracts

Purchase Price Adjustments. (a) As promptly as practicable (but not later than ninety (90) days) following the Closing Date, Buyer shall deliver to Parent a certificate setting forth in reasonable detail (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.

Purchase Price Adjustments. (a) As promptly as practicable (but not No later than ninety (90) days) 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing DatePayment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, Buyer (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall deliver be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Parent a certificate Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail (A) Buyerthose items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s calculation judgment for the computation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (Aggregate Purchase Price or the “Preliminary Cash Determination”), (3) Closing Date Debt (components thereof or the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses DeterminationLoan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the “Preliminary relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement”), all . If the parties resolve their differences over the disputed items in accordance with the Accounting Principles; providedforegoing procedure, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Aggregate Purchase Price determinations are final and binding on the Loan Receivables shall be the amount agreed upon by them. If the parties pursuant fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.Agreement. The “

Purchase Price Adjustments. (a) As promptly as practicable (but not later than ninety (90) days) following the Closing Date, Buyer Seller shall deliver to Parent Buyer no later than five (5) Business Days prior to the Closing Date a certificate written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) Seller’s good faith estimate of (A) Buyer’s calculation of (1) Closing Date Working Capital the Adjustment Amount (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt DeterminationEstimated Adjustment Amount”) and (4B) Closing Date Transaction Expenses the NPV of Waived Management Fee (the “Estimated NPV of Waived Management Fee”) and (ii) Seller’s good faith calculation of the Preliminary Transaction Expenses Determination”Closing Purchase Price, including its calculation of each of the components thereof, in each case, together with supporting documentation used by Seller in calculating such amounts. To the extent reasonably requested by Buyer, Seller shall provide to Buyer and its advisors prior to Closing reasonable access during normal business hours to financial records and work papers used in calculating the Estimated Closing Statement and the components thereof and Seller will consider in good faith any comments provided by Buyer to the Estimated Closing Statement or any calculations or components thereof and may (but is not required to) update and revise the Estimated Closing Statement prior to the Closing following such consideration (and any such updated and revised Estimated Closing Statement shall be considered the Estimated Closing Statement for the purposes of this Agreement); provided that (A) in no event shall any review of the Estimated Closing Statement or the components thereof by Buyer or any of its advisors, or any dispute relating thereto, delay or prevent the Closing and (B) based on in no event shall such calculations, a calculation consultation or the delivery of the Purchase Price Estimated Closing Statement be deemed to constitute the agreement of Buyer to any of the estimates or components therein (other than the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital DeterminationEntire Business Value, the Preliminary Cash Determination, the Preliminary Debt Determination Expansion Area Adjustment Amount and the Preliminary Transaction Expenses DeterminationPurchase Price, in each case, as previously determined by the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time Valuation Providers) or be construed as the calculation a waiver by Buyer of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to its rights under this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.

Purchase Price Adjustments. (a) As promptly The Unadjusted Purchase Price shall be subject to adjustment at Closing as practicable follows: (but not i) increased by the amount, if any, by which the Estimated Net Working Capital exceeds the Target Working Capital; (ii) decreased by the amount, if any, by which the Target Working Capital exceeds the Estimated Net Working Capital; (iii) decreased by the Estimated Closing Debt; (iv) decreased by the Estimated Transaction Expenses; and (v) increased by Estimated Closing Cash. (b) Not later than ninety five (905) days) following Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer for review a preliminary settlement statement, in substantially the form attached hereto as Exhibit E, and attaching reasonable supporting documentation in Seller’s possession to enable a review thereof by Buyer (the “Estimated Settlement Statement”), setting forth Seller’s estimated calculation of the Adjusted Purchase Price (the “Estimated Adjusted Purchase Price”) after giving effect to all adjustments set forth in Section 2.4(a), including its good faith estimate of (i) Net Working Capital (“Estimated Net Working Capital”), (ii) Closing Debt (the “Estimated Closing Debt”), (iii) Transaction Expenses (“Estimated Transaction Expenses”), and (iv) Closing Cash (“Estimated Closing Cash”), together with applicable wiring instructions. Within two (2) Business Days after Xxxxx’s receipt of the Estimated Settlement Statement, Buyer shall deliver to Parent Seller a certificate setting forth written report containing all changes that Buyer proposes in reasonable detail (A) Buyer’s calculation of (1) Closing Date Working Capital (good faith to be made to the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” andEstimated Settlement Statement, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination explanation therefor and the Preliminary Transaction Expenses Determinationsupporting documents thereof, if available. The Parties shall in good faith attempt to agree in writing on the “Preliminary Estimated Settlement Statement as soon as possible after Xxxxxx’s receipt of Buyer’s written report, but in any event prior to the Closing. The Estimated Settlement Statement, as agreed upon in writing by the Parties, will be used to adjust the Unadjusted Purchase Price at the Closing Statement”), all in accordance with and to determine the Accounting PrinciplesAdjusted Purchase Price at the Closing; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.if

Purchase Price Adjustments. (a) As promptly as practicable (but not later than ninety (90) days) following At least three Business Days prior to the Closing Date, Buyer the Seller shall prepare, or cause to be prepared, and deliver to Parent the Buyer a certificate setting forth in reasonable detail statement (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”) setting forth a good-faith estimate of the Company’s (i) Net Working Capital (the “Estimated Net Working Capital”), all in accordance (ii) Indebtedness (the “Estimated Indebtedness”), (iii) Cash (the “Estimated Cash”) and (iv) Transaction Expenses (the “Estimated Transaction Expenses”) (with each of Estimated Net Working Capital, Estimated Indebtedness, and Estimated Cash determined as of the Calculation Time and, except for Estimated Transaction Expenses, without giving effect to the transactions contemplated hereby), based on the Seller’s books and records and other information available at the Closing, and calculated on a basis (x) consistent with the accounting principles, practices, assumptions, conventions and policies used in the preparation of the Sample Statement, and (y) to the extent not inconsistent with the foregoing, GAAP (the “Applicable Accounting Principles”). An illustrative example of a Preliminary Closing Statement and calculation of Net Working Capital, Indebtedness, Cash and Transaction Expenses is set forth as Exhibit C hereto (the “Sample Statement”). Prior to the Closing, the Seller and the Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Statement; provided, howeverthat if the parties are unable to resolve all such differences prior to the Closing, that until such time as the calculation amounts of the amounts shown on the Closing Date Estimated Net Working Capital, Closing Date CashEstimated Indebtedness, Closing Date Debt, Closing Date Estimated Cash and Estimated Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time as reflected in the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), used for purposes of calculating the work papers and supporting records of Buyer and its accountants used in connection with Estimated Purchase Price on the preparation of the Preliminary Closing StatementDate.

Purchase Price Adjustments. (a) As promptly as practicable (possible, but not later than ninety (90) days) following in any event within 45 days after the Closing Date, Buyer shall the Purchaser will deliver to Parent the Seller a certificate setting forth in reasonable detail (A) Buyer’s statement showing the calculation of (1) the Closing Date Net Working Capital (the “Preliminary Working Capital Determination”)Capital, (2) Closing Date Cash (the “Preliminary Cash Determination”)Cash, (3) Closing Date Debt (the “Preliminary Debt Determination”) Indebtedness and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”). The Closing Net Working Capital, all Closing Cash, Closing Indebtedness and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles; provided, however, . The parties agree that until such time as the calculation purpose of the amounts shown on determining the Closing Date Net Working Capital, Closing Date Cash, Closing Date DebtIndebtedness, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to related purchase price adjustments contemplated by this Section 2.51.5(a) is to measure changes in Closing Net Working Capital and the levels of Closing Cash, Buyer Closing Indebtedness and its accountants shallClosing Transaction Expenses, upon Parent’s reasonable requestand, make themselves available to discuss the extent prepared in accordance with Parent the definitions set forth in this Agreement and its accountants during normal business hours at a mutually agreeable time the Agreed Accounting Principles, such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of determining the Closing Net Working Capital, Closing Cash, Closing Indebtedness or Closing Transaction Expenses. After delivery of the Preliminary Closing Statement and Parent Statement, the Purchaser shall give the Seller and its accountants shall be provided copies of, representatives reasonable access to review the Purchaser’s and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parentthe Company’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the books and records and work papers and supporting records of Buyer and its accountants used in connection with related to the preparation of the Preliminary Closing Statement. The Seller and its representatives may make inquiries of the Purchaser, the Company and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and the Purchaser shall use its, and shall cause the Company to use its, commercially reasonable efforts to cause any such accountants to respond to such inquiries. If the Seller has any objections to the Preliminary Closing Statement, the Seller shall deliver to the Purchaser a statement setting forth its objections thereto (an “Objections Statement”). If the Purchaser fails to timely deliver the Preliminary Closing Statement in accordance with this Section 1.5(a), then the Seller may, in its sole discretion, (i) deem the Estimated Closing Statement to be the final and binding statement of the calculation of the Purchase Price or (ii) deem that the Estimated Closing Statement is the Preliminary Closing Statement and deliver an Objection Statement with respect thereto in accordance with this Section 1.5(a). If an Objections Statement is not delivered to the Purchaser within 30 days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto; provided that, in the event the Purchaser or the Company does not provide any papers or documents reasonably requested by the Seller or any of its representatives within five days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period will be extended by one day for each additional day required for the Purchaser or Company to fully respond to such request. The Seller and the Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after the delivery of the Objections Statement, the Seller and the Purchaser shall submit such dispute to Cxxxx LLP or such other mutually acceptable dispute resolution firm (the “Dispute Resolution Firm”). Any submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement and which are not resolved in writing by the Seller and the Purchaser prior to submission to the Dispute Resolution Firm. The Dispute Resolution Firm’s determination will be based solely on the provisions of this Section 1.5(a), the Agreed Accounting Principles and the definitions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Purchase Price, as applicable, contained herein. The Seller and the Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within 45 days after the submission of any dispute. The Dispute Resolution Firm shall act as an expert, not arbitrator. Further, the Dispute Resolution Firm’s determination shall be based solely on the presentations by the Purchaser and the Seller which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto, absent manifest mathematical error. The costs and expenses of the Dispute Resolution Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if the Seller submits an Objections Statement for $1,000, and if the Purchaser contests only $500 of the amount claimed by the Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to the Purchaser and 40% (i.e., 200/500) to the Seller. The Preliminary Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.5, and, as so revised, such Preliminary Closing Statement shall be deemed to set forth the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Purchase Price, in each case, for all purposes hereunder.

Purchase Price Adjustments. (a1) As promptly as practicable (practicable, but not no later than ninety (90) days) following 90 days after the Closing Date, Buyer the Purchaser shall prepare and deliver to Parent the Seller (i) a certificate setting statement of Adjusted Assets (including the related notes and schedules thereto) as of the effective time of the Closing, which shall set forth the Purchaser's determination of the Closing Adjusted Assets and shall set forth in reasonable detail (Athe amounts underlying such calculation in the same format and detail as in Schedule 2.06(a) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”"Initial AA Statement") and (4ii) Closing Date Transaction Expenses a statement (including the related notes and schedules thereto) which shall set forth the Purchaser's determination of the Prior Month-End Gross Sales and shall set forth in detail the amounts underlying such calculation (the “Preliminary Transaction Expenses Determination”"Initial Gross Sales Statement"). The Purchaser shall certify to the Seller at the time of delivery of the Initial AA Statement and the Initial Gross Sales Statement that (x) the Initial AA Statement (including the computation of Closing Adjusted Assets set forth therein) was prepared using the same accounting policies, principles, methodologies and estimates used in preparing the 1998 Pro Forma Financial Statements and the Statement of Adjusted Assets as of December 31, 1998 as set forth in Schedule 2.06(a) and using the Specified Accounting Policies and (y) the Initial Gross Sales Statement was prepared using the same accounting policies, principles and methodologies used in preparing the Budgeted Gross Sales Amount set forth in Schedule 2.06(e) and using the Specified Accounting Policies. At all times during the 45 Business Days immediately following the Seller's receipt of the Initial AA Statement and the Initial Gross Sales Statement, the Seller and its representatives will be permitted reasonable access during normal business hours to review at the Company's offices the work papers (including work papers of the Purchaser's or the Company's accountants and other advisors) relating to the Initial AA Statement or the Initial Gross Sales Statement, as well as all of the books and records relating to the operations and finances of the Business with respect to the period up to and including the Closing Date, and (B) based on such calculations, a calculation the Purchaser shall make available its and the Company's employees and accountants responsible for the preparation of the Purchase Price (Initial AA Statement or the “Preliminary Purchase Price Determination” and, together with Initial Gross Sales Statement in order to respond to the Preliminary Working Capital Determination, inquiries of the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting PrinciplesSeller related thereto; provided, however, that until any such time review shall be conducted in such a manner as not to interfere unreasonably with the calculation operations of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing StatementCompany.

Purchase Price Adjustments. (a) As promptly as practicable At least five (but not later than ninety (905) days) following Business Days prior to the anticipated Closing Date, Buyer the Company shall prepare, or cause to be prepared, and deliver to Parent the Buyer a certificate setting forth in reasonable detail statement (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”) setting forth (i) an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Reference Time, (ii) a good-faith estimate of (A) the Company’s Net Working Capital (the “Estimated Net Working Capital”), all (B) the sum of the Company’s Indebtedness plus the Indebtedness secured by the Existing Mortgages (the “Estimated Indebtedness”), (C) the Company’s Cash (the “Estimated Cash”), (D) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), and (E) the Real Estate Prorations (the “Estimated Real Estate Prorations”), each determined as of the Reference Time in accordance with this Agreement, based on the Accounting Principles; providedCompany’s books and records and other information available at the Closing, howeverand (iii) on the basis of the foregoing, that until such time as a calculation of the Estimated Net Purchase Price Amount and the Closing Payment, together with reasonably detailed supporting evidence of the calculation of the amounts shown on reflected in the Preliminary Closing Date Statement. Estimated Net Working Capital, Closing Date Estimated Indebtedness, Estimated Cash, Closing Date DebtEstimated Company Transaction Expenses, Closing Date Transaction Expenses and Purchase Price determinations are final Estimated Real Estate Prorations shall be calculated on a basis consistent with GAAP applied consistently with the Company’s historical accounting practices utilized in the preparation of the Financial Statements and binding the accounting principles, practices, assumptions, conventions, and policies set forth on Section 1.3(a)(iii) of the parties pursuant to this Section 2.5Company Disclosure Letter (collectively, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at the “Applicable Accounting Principles”). An illustrative example of a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies ofcalculation of Net Working Capital, Indebtedness, Cash, the Company Transaction Expenses, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants the Real Estate Prorations is set forth as Exhibit A (if required therebythe “Sample Statement”), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.

Purchase Price Adjustments. (a) As promptly as practicable (but not later than ninety (90) days) following At least three Business Days prior to the Closing Date, Buyer the Sellers shall prepare, or cause to be prepared, and deliver to Parent Crown a certificate setting forth in reasonable detail statement (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”) setting forth (i) a good-faith estimate of (A) Net Working Capital (the “Estimated Net Working Capital”), all (B) Indebtedness (the “Estimated Indebtedness”), (C) Cash (the “Estimated Cash”), and (D) Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”) (in each case calculated without giving effect to the transactions contemplated herein, except in the case of Estimated Indebtedness, which shall include any prepayment premiums and other payments payable as a result of the consummation of the transactions contemplated hereby), in each case based on the Companies’ books and records and other information available at the Closing and (ii) on the basis of the foregoing, the Estimated Purchase Price. Estimated Net Working Capital, Estimated Indebtedness and Estimated Cash shall be calculated on a basis consistent with International Financial Reporting Standards, Schedule 2.3 of the Disclosure Schedules and the accounting principles, practices, assumptions, conventions and policies set forth therein (the “Applicable Accounting Principles”). Illustrative examples showing the calculations of Net Working Capital, Indebtedness and Cash as if the Closing Date was December 31, 2013 are set forth in Schedule 2.3 of the Disclosure Schedules (the “Sample Statement”). In accordance with Section 5.1(c), the Accounting PrinciplesSellers shall cause the net Cash balance of the Companies at the Closing not to exceed 60,000,000 Mexican Pesos. The Sellers shall provide the Buyers an opportunity to review and discuss the preliminary closing statement and shall consider any reasonable objection in good faith; provided, howeverthat if the Sellers and the Buyers are unable to resolve any such objection within two Business Days, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants delivered by the Sellers shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), constitute the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the “Preliminary Closing Statement” for all purposes hereunder.

Purchase Price Adjustments. (a) As promptly as practicable possible, but in any event within sixty (but not later than ninety (9060) days) following days after the Closing Date, Buyer shall the Purchaser will deliver to Parent the Seller a certificate setting forth in reasonable detail (A) Buyer’s statement showing the calculation of (1) the Closing Date Net Working Capital (the “Preliminary Working Capital Determination”)Capital, (2) Closing Date Cash (the “Preliminary Cash Determination”)Cash, (3) Closing Date Debt (the “Preliminary Debt Determination”) Indebtedness and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” andPrice, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, reasonable calculation details (the “Preliminary Closing Statement”). The Closing Net Working Capital, all Closing Cash, Closing Indebtedness and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles; provided, however, that until such time as Principles (to the calculation of extent applicable). If the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time Purchaser does not deliver the Preliminary Closing Statement within 60 days after the Closing Date, the Seller may elect to either (x) deliver a Preliminary Closing Statement to the Purchaser within an additional thirty (30) days thereafter or (and Parent the procedures below shall apply with the Purchaser and the Seller switching roles) or (y) designate the Estimated Purchase Price as the final Purchase Price (in which event the final “Purchase Price” shall mean the Estimated Purchase Price). If the Seller elects to prepare the Preliminary Closing Statement in accordance with the immediately preceding sentence, then all subsequent references in this Section 1.5 to the Purchaser, on the one hand, and the Seller, on the other hand, will be deemed to be references to the Seller, on the one hand, and the Purchaser, on the other hand, respectively. After delivery of the Preliminary Closing Statement, the Purchaser shall give the Seller and its accountants shall be provided copies of, and have representatives reasonable access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby)review the Purchaser’s, the Company’s and its Subsidiaries’ books and records and work papers and supporting records of Buyer and its accountants used in connection with related to the preparation of the Preliminary Closing Statement. Seller and its representatives may make inquiries of the Purchaser, the Company and its Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and the Purchaser shall use its, and shall cause the Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to the Purchaser a statement setting forth its objections thereto (an “Objections Statement”). Such Objections Statement will include a reasonably detailed description of each disputed item within each of Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses, together with reasonable calculation details. If an Objections Statement is not delivered to the Purchaser within forty-five (45) days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto; provided that, in the event the Purchaser, the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by Seller or any of its representatives within five (5) days of request therefor (or such shorter period as may remain in such 45-day period), such 45-day period will be extended by one day for each additional day required for the Purchaser, the Company or any of its Subsidiaries to fully respond to such request; provided, further, that such 45-day period will be extended a minimum of five (5) days following the date on which the Purchaser, the Company and its Subsidiaries have fully responded to such request; provided, further, that, such period shall not be extended more than ninety (90) days after delivery of the Preliminary Closing Statement. Seller and the Purchaser shall use commercially reasonable efforts to negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Seller and the Purchaser shall submit such dispute to BDO USA LLP or such other mutually acceptable dispute resolution firm (the “Dispute Resolution Firm”). Any further submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement as being items which Seller and the Purchaser are unable to resolve. The Dispute Resolution Firm’s determination will be based solely on the definitions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Purchase Price, as applicable, contained herein, and such determination shall not exceed the range of values proposed by Purchaser within the Preliminary Closing Statement or the range of values proposed by Seller within the Objections Statement, for each disputed item. Seller and the Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) days after the submission of any dispute. Further, the Dispute Resolution Firm’s determination shall be based solely on the presentations by the Purchaser, the Seller, the Company and its Subsidiaries which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto, absent manifest error. The costs and expenses of the Dispute Resolution Firm in resolving any dispute shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if Seller submits an Objections Statement for $1,000, and if the Purchaser contests only $500 of the amount claimed by Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to the Purchaser and 40% (i.e., 200/500) to Seller. The Preliminary Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.5, and, as so revised, such Preliminary Closing Statement shall be deemed to set forth the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Purchase Price, in each case, for all purposes hereunder.

Purchase Price Adjustments. (a) As promptly as practicable (but not Not later than ninety three (903) days) following Business Days prior to the Closing Date, Buyer Seller shall deliver to Parent Buyer a certificate statement (the “Estimated Closing Statement”) setting forth in reasonable detail (A) Buyerdetail, with reasonable supporting documentation, Seller’s calculation good faith estimate of (1i) Closing Date Working Capital the Cash of the Target Companies as of the Calculation Time (the “Preliminary Working Capital DeterminationEstimated Closing Cash”), (2ii) Closing Date Cash the Indebtedness of the Target Companies as of the Calculation Time (the “Preliminary Cash DeterminationEstimated Closing Indebtedness”), (3iii) the Company Transaction Expenses as of immediately prior to the Closing Date Debt (the “Preliminary Debt DeterminationEstimated Company Transaction Expenses”), (iv) and (4) Closing Date Transaction Expenses the Net Working Capital of the Target Companies as of the Calculation Time (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price DeterminationEstimated Closing Net Working Capital” and, together with the Preliminary Working Capital DeterminationEstimated Closing Cash, the Preliminary Cash DeterminationEstimated Company Transaction Expenses, the Preliminary Debt Determination and the Preliminary Transaction Expenses DeterminationEstimated Closing Indebtedness, the “Preliminary Estimated Amounts”) and (v) a calculation of the Closing Statement”)Purchase Price derived therefrom, all expressed in Dollars in accordance with the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, 2.05. Seller shall provide Buyer and its accountants shallRepresentatives with reasonable access to appropriate employees, upon Parent’s reasonable requestadvisors, make themselves available to discuss with Parent relevant books and its accountants records of the Target Companies during normal business hours at a mutually agreeable time and upon reasonable notice (subject to execution of any customary work paper access letter required by Seller’s or the Preliminary Company’s accountants or other advisors) to the extent reasonably necessary to verify the information contained in the Estimated Closing Statement; provided that such access does not unreasonably disrupt the normal business operations of Seller or the Target Companies. In the event that Xxxxx notifies Seller prior to the Closing that Buyer in good faith disputes Seller’s calculation of the Estimated Amounts set forth on the Estimated Closing Statement, then Buyer and Seller shall cooperate in good faith to resolve any such dispute as promptly as practicable and, if so resolved, modify the Estimated Closing Statement and Parent the Closing Purchase Price, as appropriate, to reflect any agreed adjustments to the Estimated Amounts; provided, that in case of any disagreement between the parties with respect to the Estimated Amounts that is not resolved prior to the Closing, in no case shall such disagreement delay the Closing and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation Estimated Amounts of the Preliminary Company set forth in the Estimated Closing StatementStatement shall control.

Purchase Price Adjustments. (a) As promptly as practicable (possible, but not later than ninety (90) days) following in any event within 120 days after the Closing Date, Buyer shall Purchaser will deliver to Parent Seller a certificate statement setting forth in reasonable detail (A) Buyer’s the calculation of (1i) the Closing Date Net Working Capital (the “Preliminary Working Capital Determination”)Capital, (2) Closing Date Cash (the “Preliminary Cash Determination”)Cash, (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Indebtedness, Botanist Transaction Expenses (that were not included in the “Preliminary Botanist Cash Amount) and Closing Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination Closing Statement”) and the Preliminary Transaction Expenses Determination, (ii) Existing Customer TTM Revenue (the “Preliminary Closing Customer TTM Revenue Statement”). The Closing Net Working Capital, all Closing Cash, Closing Indebtedness, Botanist Transaction Expenses (that were not included in the Botanist Cash Amount) and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles; provided, however, that until such time as the calculation . After delivery of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent Preliminary Customer TTM Revenue Statement, Purchaser shall give Seller and its accountants shall be provided copies ofrepresentatives reasonable access, and have access upon reasonable notice at all reasonable times during normal business hours tohours, subject to Parentreview the Company’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the and its Subsidiaries’ material books and records and work papers and supporting records of Buyer and its accountants used in connection with related to the preparation of the Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement for the purpose of assisting Seller in its review thereof. The Seller and its representatives may make reasonable inquiries of the Company and its Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement arising in the course of its review thereof, and the Company and its Subsidiaries shall use their commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If Seller has any objections to the Preliminary Closing Statement or the Preliminary Customer TTM Revenue Statement, Seller shall deliver to Purchaser a written statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not 33067829.14 delivered to Purchaser within 45 days after delivery of the Preliminary Closing Statement and the Preliminary Customer TTM Revenue Statement, the Preliminary Closing Statement and the Preliminary Customer TTM Revenue Statement shall be final, binding and non-appealable; provided that, in the event the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by Seller or any of its representatives within five (5) Business Days of request therefor, such 45-day period will be extended by one (1) day for each additional day required for Purchaser, the Company or any of its Subsidiaries to fully respond to such request. The Seller and Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after the delivery of the Objections Statement, Seller and Purchaser shall submit such dispute to Deloitte or such other mutually acceptable dispute resolution firm (the “Dispute Resolution Firm”). Any submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement as being items which Seller and Purchaser are unable to resolve. The Dispute Resolution Firm shall not assign a value to any item greater than the greatest value for such item, or lower than the lowest value of such item, claimed in any notice of disagreement presented to the Dispute Resolution Firm pursuant hereto. The Dispute Resolution Firm’s determination will be based solely on the definitions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Botanist Transaction Expenses, the Purchase Price and Existing Customer TTM Revenue (as finally determined pursuant to this Section 1.5), as applicable, contained herein. The Seller and Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within 30 days after the submission of any dispute. Further, the Dispute Resolution Firm’s determination shall be based solely on the presentations by Purchaser and Seller which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be allocated between Purchaser and Seller based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser contests only $500 of the amount claimed by Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to Purchaser and 40% (i.e., 200/500) to Seller. The Preliminary Closing Statement and the Preliminary Customer TTM Revenue Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.5, and, as so revised, such Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement, as applicable, shall be deemed to set forth the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Botanist Transaction Expenses (that were not included in the Botanist Cash Amount), Closing Transaction Expenses, the Purchase Price and Existing Customer TTM Revenue (as finally determined pursuant to this Section 1.5), in each case, for all purposes hereunder.

Purchase Price Adjustments. (a) As promptly as practicable Post-Closing Estimates. Within one hundred and twenty (but not later than 120) days following the Closing Date (the “Preparation Period”), Seller shall prepare and deliver to Purchaser a statement (the “Closing Statement”) setting forth Seller’s calculation of (i) the Closing Cash, (ii) the Closing Indebtedness and (iii) the Closing Working Capital, in each case along with reasonable supporting detail to evidence the calculation of such amount. During the Preparation Period, Purchaser shall, and shall cause the Company and Company Subsidiary to, provide Seller and its representatives with reasonable access to its officers, employees, agents and other personnel to the extent reasonably necessary to enable the Seller to prepare, deliver and verify the Closing Statement and the information contained therein. The Closing Statement shall be prepared on a basis consistent with the accounting methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Financial Statements and, in the case of the Closing Working Capital, such accounting methodologies, practices, estimation techniques, assumptions and principles used in establishing the Target Working Capital. Purchaser and its representatives shall have ninety (90) days) days following its receipt of the Closing Date, Buyer shall deliver to Parent a certificate setting forth in reasonable Statement and the supporting detail (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt DeterminationReview Period”) and (4) Closing Date Transaction Expenses (to review the “Preliminary Transaction Expenses Determination”)same. During the Review Period, and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer Seller shall provide Purchaser and its accountants shallrepresentatives with reasonable access, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at and in a mutually agreeable time non-disruptive manner, to its and the Preliminary Seller’s officers, employees, agents and other personnel to the extent reasonably necessary to enable the Purchaser to review and verify the Closing Statement and Parent and its accountants the information contained therein. On or before the expiration of the Review Period, Purchaser shall deliver to Seller a written statement accepting or objecting to the Closing Statement (the “Closing Statement Response Notice”). If Purchaser does not deliver a Closing Statement Response Notice to Purchaser within the Review Period, Purchaser shall be provided copies of, and deemed to have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), accepted the work papers and supporting records of Buyer and Closing Statement in its accountants used in connection with the preparation of the Preliminary Closing Statemententirety.

Purchase Price Adjustments. (a) As promptly soon as reasonably practicable (following the Closing Date, but not later in no event more than ninety (90) days) following days after the Closing Date, Buyer shall deliver cause to Parent be prepared and delivered to Seller a certificate statement (the “Closing Payment Statement”) setting forth in reasonable detail detail, as of the Closing Date, its calculation of (i) the Acquired Cash Adjustment, (ii) the Working Capital Adjustment, and (iii) the Purchase Price. The Acquired Cash Adjustment calculation shall incorporate the results of the Cash Count as provided in Section 2.4. The Acquired Cash Adjustment, the Working Capital Adjustment, and the Purchase Price calculations shall be determined in accordance with the definitions and principles set forth in this Agreement and the other terms and conditions of this Agreement, and in accordance with GAAP applied on a basis consistent with the application of such principles in the preparation of the Reference Balance Sheet and the Purchase Price. The Closing Payment Statement shall be prepared in accordance with, and in the format of, Exhibit A, and shall include calculation of (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”)Acquired Cash Adjustment, (2) Closing Date Cash (which shall be prepared in accordance with, and in the “Preliminary Cash Determination”)format of, (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”)Exhibit F, and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital DeterminationAdjustment, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all which shall be prepared in accordance with with, and in the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies format of, and have access upon Exhibit H. Subject to applicable Law, Seller will use commercially reasonable notice at all reasonable times during normal business hours to, subject efforts to Parent’s entrance into a customary confidentiality agreement cooperate with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.Payment Statement and will provide Buyer with reasonable access to any of Seller’s records not otherwise available to Buyer as a result of the transactions contemplated by this Agreement, to the extent necessary for the preparation of the Closing Payment Statement (excluding income Tax books or records and communications that are protected by the attorney-client privilege or the work-product privilege). 8

Purchase Price Adjustments. (a) As promptly as practicable (but not later than ninety (90) days) following At least five Business Days prior to the Closing Date, Buyer TreeHouse shall prepare, or cause to be prepared, and deliver to Parent a certificate setting forth in reasonable detail (A) the Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) together with reasonably detailed supporting information and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on back-up for such calculations, a calculation of the Purchase Price written statement (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”)) setting forth a good-faith estimate of (i) Net Working Capital (and the components thereof) (the “Estimated Net Working Capital”) determined as of the Calculation Time, all in accordance (ii) Indebtedness (the “Estimated Indebtedness”) determined as of immediately prior to the Closing, (iii) U.S. Cash Amount plus the Foreign Cash Amount (the “Estimated Cash”) determined as of the Calculation Time and (iv) Transaction Expenses (the “Estimated Transaction Expenses”) determined as of immediately prior to the Closing, calculated on a basis consistent with the relevant definitions and terms of this Agreement, including, as applicable, the Applicable Accounting Principles. Prior to the Closing, the Buyer shall be entitled to comment on and request reasonable changes to the Preliminary Closing Statement, and TreeHouse and the Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Statement; provided, howeverthat if the parties are unable to resolve all such differences prior to the Closing, that until such time as the calculation amounts of the amounts shown on the Closing Date Estimated Net Working Capital, Closing Date CashEstimated Indebtedness, Closing Date Debt, Closing Date Estimated Cash and Estimated Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time as reflected in the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with used for purposes of calculating the Estimated Purchase Price on the Closing Date. The Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of failure to identify any questions or changes to the Preliminary Closing StatementStatement shall not indicate any acceptance or waiver, or otherwise impact the Buyer’s right to prepare the Final Closing Statement in accordance with Section 2.3(b).

Purchase Price Adjustments. Not later than three Business Days prior to the Closing Date, Selling Shareholder shall deliver to Buyer a statement (athe "Preliminary Statement") setting forth a calculation of the Purchase Price, including its good faith estimate of (i) the Actual Net Working Capital based on the calculations prepared by the chief financial officer of Selling Shareholder (the "Estimated Net Working Capital"), (ii) the aggregate amount of Funded Debt outstanding as of immediately prior to the Closing, (iii) the amount of Net Cash as of immediately prior to the Closing and (iv) the amount of the Company Expenses. The Preliminary Statement shall be subject to the review of Buyer and shall be reasonably acceptable to Buyer. Included in Exhibit 2.3(a) are the principles for calculating Target Net Working Capital and Actual Net Working Capital, which are referred to in this Agreement as the "Net Working Capital Calculation Principles." As promptly as practicable (practicable, but not no later than ninety (90) days) following 90 days after the Closing Date, Buyer shall deliver at its expense cause to Parent be prepared and delivered to Selling Shareholder a certificate setting forth the adjusted Purchase Price including (i) the Closing Balance Sheet, (ii) the Actual Net Working Capital (as determined in accordance with the Net Working Capital Calculation Principles), (iii) the aggregate amount of Funded Debt outstanding as of immediately prior to the Closing, (iv) the amount of Net Cash as of immediately prior to the Closing and (v) the amount of the Company Expenses, together with supporting calculations and documentation in reasonable detail (Athe "Adjustment Certificate"). In the event that the Purchase Price set forth in the Adjustment Certificate as finally determined by the Arbitrating Accountant in accordance with Section 2.3(d) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”"Adjusted Purchase Price") is less than the Closing Cash Amount, then within five Business Days after the date the Adjustment Certificate becomes final in accordance with Section 2.3(d), Selling Shareholder shall pay to Buyer, by wire transfer, the amount of the shortfall on a dollar for dollar basis. In the event that the Adjusted Purchase Price is greater than the Closing Cash Amount, then within five Business Days after the date the Adjustment Certificate becomes final in accordance with Section 2.3(d), Buyer shall pay to Selling Shareholder, by wire transfer, the amount of the surplus on a dollar for dollar basis. In the event payment is not made within the time required by this Section, interest shall accrue on the unpaid amount at the Revolver Rate until paid. Selling Shareholder and its independent accountants shall be afforded, at Selling Shareholder's expense, access to any work papers prepared by Buyer or its independent accountants in connection with the Adjustment Certificate (2subject to customary access agreements). The Adjustment Certificate shall become final and binding upon Selling Shareholder for purposes of this Agreement unless Selling Shareholder gives written notice of disagreement (a "Notice of Disagreement") Closing Date Cash to Buyer within 30 days following Selling Shareholder's receipt of the Adjustment Certificate. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. For a period of 30 days following Buyer's receipt of a Notice of Disagreement, Selling Shareholder and Buyer shall attempt to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 30 day period, Buyer and Selling Shareholder have failed to reach written agreement with respect to all such matters, then Buyer and Selling Shareholder shall promptly submit all such matters as specified in the Notice of Disagreement, as to which such written agreement has not been reached, to the national transaction services office of BDO Xxxxxxx, LLP (the “Preliminary Cash Determination”), (3"Arbitrating Accountant") Closing Date Debt (for review. Buyer and Selling Shareholder shall each submit a written statement of position to the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (Arbitrating Accountant concerning the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Net Working Capital DeterminationTarget, Actual Net Working Capital or amount of Funded Debt, Net Cash or Company Expenses, as the Preliminary Cash Determinationcase may be, and shall cause the Preliminary Debt Determination Arbitrating Accountant to act promptly to determine whether to accept either the position of Buyer or the position of Selling Shareholder, taking into account whether the calculations of the Net Working Capital Target and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all Actual Net Working Capital were done in accordance with the Accounting Net Working Capital Calculation Principles; provided, howeverand the Arbitrating Accountant shall not make any other determination, including any determination as to whether the Net Working Capital Target, Actual Net Working Capital or amount of Funded Debt, Net Cash or Company Expenses in either party's position statement is correct, provided that until the Arbitrating Accountant shall be required to accept the position of the party that is closest to what the Arbitrating Accountant believes to be the correct position. In reaching its determination, the only alternatives available to the Arbitrating Accountant will be to (i) accept the position of Buyer or (ii) accept the position of Selling Shareholder. The Arbitrating Accountant shall have access to all documents and facilities necessary to perform its functions as arbitrator, and may at its discretion establish binding rules of procedure for the conduct of the arbitration. The costs and expenses of the Arbitrating Accountant shall be paid by Selling Shareholder, on the one hand, and Buyer, on the other hand, in inverse proportion (based on value) as Selling Shareholder and Buyer prevail on any disputed matters, as determined by the Arbitrating Accountant. The determination of the Arbitrating Accountant with respect to such matters shall be the exclusive method for the resolution of such matters, shall be final, non-appealable and binding upon the parties hereto and may be enforced by any court of competent jurisdiction. Closing The purchase and sale of the Share (the "Closing") provided for in this Agreement will take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxx P.L.L., counsel to Selling Shareholder, located at One Cleveland Center, 20th Floor, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, at 10:00 a.m. (local time) on the date that is five Business Days following the satisfaction of the conditions set forth in Articles 7 and 8, or at such other time and place as the calculation parties may agree. Subject to the provisions of Section 11, failure to consummate the purchase and sale of the amounts shown Share provided for in this Agreement on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses date and Purchase Price determinations are final time and binding on at the parties place determined pursuant to this Section 2.5, Buyer will not result in the termination of this Agreement and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records will not relieve any party of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statementany obligation under this Agreement.

Purchase Price Adjustments. At the Closing, the Purchase Price -------------------------- shall be reduced for the aggregate dollar amount of the following determined as of the Closing Date: (a) As promptly as practicable (but not later than ninety (90) days) following At least 31 days prior to the Closing Date, Buyer Sellers shall deliver to Parent a certificate setting forth Buyer an audited balance sheet of the Business for the twelve-month period ending as of December 31, 1995 prepared by AACS' independent auditors and prepared in reasonable detail (A) Buyer’s calculation of (1) Closing Date Working Capital accordance with GAAP (the “Preliminary Working Capital Determination”)"December Balance Sheet") together with an income statement for the twelve-month period ended as of December 31, (2) Closing Date Cash 1995 (the “Preliminary Cash Determination”), "Audit Date") relating to the December Balance Sheet (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital DeterminationBalance Sheet, the Preliminary Cash Determination"Audited Financial Statements"). In connection with the December Balance Sheet, Sellers shall also deliver to Buyer a determination of the aggregate earnings before interest, taxes, depreciation and amortization of AACS ("EBITDA") calculated for the twelve-month period ending on the Audit Date, which EBITDA calculation shall be appropriately adjusted to increase EBITDA to take into effect the extraordinary legal expenses of AACS for the twelve-month period ending as of the Audit Date. Buyer and its representatives shall have the right to review all work papers and procedures used to prepare the Audited Financial Statements and the EBITDA calculation and shall have the right to perform any other reasonable procedures necessary to verify the accuracy thereof. Unless Buyer, within 30 days after delivery to Buyer of the December Balance Sheet notifies Sellers in writing that Buyer objects to the December Balance Sheet or the EBITDA calculation, as applicable, and specifies the basis for such objection, such December Balance Sheet and the EBITDA calculation shall become final and binding upon the parties for purposes of this Agreement. If Buyer and Sellers are unable to resolve such objections within 20 days after any such notification has been given, the Preliminary Debt Determination dispute shall be submitted to Coopers & Xxxxxxx, L.L.P. (or, if Coopers & Xxxxxxx, L.L.P. is unavailable, to another nationally recognized public accounting firm (other than Ernst & Young, L.L.P.) mutually agreed upon by Buyer and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting PrinciplesSellers; provided, however, that until such time as if Buyer and Sellers cannot agree on an accounting firm, the calculation of the amounts shown on the Closing Date Working Capitaldispute shall be submitted to an accounting firm designated by Ernst & Young, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are L.L.P.). Such accounting firm shall make a final and binding on determination as to the matter or matters in dispute within 20 days of its engagement. Buyer and Sellers agree to cooperate with each other and with each other's authorized representatives in order to resolve any and all matters in dispute as soon as practicable. The party or parties pursuant to whose determination of EBITDA is farthest from that determined by the accounting firm retained under this Section 2.53.2(a) to resolve any dispute regarding such determination, Buyer shall bear all of the costs and its accountants shallexpenses of such accounting firm, upon Parent’s reasonable request, make themselves available to discuss with Parent which costs and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants expenses shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants paid within 30 days of presentation of an invoice for such services. To the extent that the final determination of EBITDA is less than $292,000. the Purchase Price shall be reduced by the amount of such difference multiplied by six (if required thereby6), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.

Purchase Price Adjustments. (a) As promptly as practicable (practicable, but not no later than ninety thirty (9030) days) following days after the Closing Date, the Buyer shall prepare and deliver to Parent the Seller a certificate setting statement of Working Capital as of the close of business on the Closing Date ("CLOSING DATE WORKING CAPITAL"), which shall set forth in reasonable detail (A) the Buyer’s calculation 's determination of (1) the Closing Date Working Capital prepared on the basis of, and using the same accounting policies, principles, methodologies and preparations as, the audited balance sheet as of December 31, 2003 (the “Preliminary Working Capital Determination”), (2"AUDITED BALANCE SHEET") Closing Date Cash (but excluding the “Preliminary Cash Determination”), (3) Closing Date Debt (Excluded Assets and Excluded Liabilities. At all reasonable times following the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation Seller's receipt of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation Buyer's statement of the amounts shown on the Closing Date Working Capital, the Seller and its representatives shall be permitted to review the Buyer's respective working papers relating to its Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies ofWorking Capital determination, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with shall make reasonably available the individuals responsible for the preparation of the Preliminary statement in order to respond to the inquiries of the Seller related thereto. As used herein, the term "WORKING CAPITAL" consists of the following items relating to the Business and included in the Purchased Assets and the Assumed Liabilities: (i) accounts receivable; plus (ii) inventory (which shall be deemed to include work performed but not billed through the Closing StatementDate); plus (iii) other current assets; minus (iv) accounts payable; minus (v) accrued expenses; provided that the items described in clauses (i) through (v) above shall be determined in accordance with U.S. GAAP, and, for purposes of the calculation of the Closing Date Working Capital, shall be determined as of the close of business on the Closing Date.

Purchase Price Adjustments. (a) As promptly as practicable (but not later than ninety (90) days) following Within 90 calendar days after the Closing Date, Buyer shall prepare and deliver to Parent Seller a certificate balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the "Closing Date Balance Sheet") and a statement (the "Statement") setting forth in reasonable detail the (Ai) Buyer’s calculation of (1) Closing Date Net Working Capital (as defined below) reflected in the “Preliminary Working Capital Determination”Closing Date Balance Sheet, and the components and calculation thereof, as of the close of business of the Company and its Subsidiaries on the Closing Date, (ii) the aggregate amount of any Indebtedness (as defined below) outstanding as of the Closing Date excluding Indebtedness incurred in connection with the Financing (as defined below) (the "Retained Indebtedness"), net of any Cash (as defined below) reflected on the Closing Date Balance Sheet (the "Closing Cash Amount"), (2iii) the aggregate amount of capital expenditures made by the Company and its Subsidiaries from January 1, 2004 through the Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”"Capital Expenditures Amount") and (4iv) the aggregate amount of spare parts reflected in the Closing Date Transaction Expenses Balance Sheet (the “Preliminary Transaction Expenses Determination”"Spare Parts Amount"), and (B) based on such calculations, a calculation . All spare parts of the Purchase Price (Company and its Subsidiaries reflected on the “Preliminary Purchase Price Determination” and, together with Closing Date Balance Sheet are usable in machinery and equipment currently used or held for use in the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination Business and are free of any obvious damage. The Closing Date Balance Sheet and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all Statement will be prepared in accordance with the Accounting Principlesprinciples and procedures set forth on Schedule 1.3(a)(i), GAAP (as defined below) consistently applied, and to the extent consistent with GAAP, the methods used in preparing the Audited Financial Statements (as defined below) and the Unaudited Pro Forma Financial Statements (as defined below); provided, however, that until such time as the calculation of the amounts shown principles and procedures set forth on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants Schedule 1.3(a)(i) shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with govern the preparation of the Preliminary Closing Date Balance Sheet and the Statement.. Concurrently therewith, Buyer shall cause to be prepared and delivered to Seller a statement (the "Adjustment Statement") setting forth the calculations of (A) the amount by which the Net Working Capital as shown on the Statement (x) exceeds $195,908,000 (as such amount may be amended by the Parties (as defined below) as set forth on Schedule 1.3(a)(i), the "Excess Amount") or (y) is less than $195,908,000 (as such amount may be amended by the Parties as set forth on Schedule 1.3(a)(i), the "Deficiency Amount"), (B) the amount of Retained Indebtedness, net of the Closing Cash Amount, (C) the amount, if any, by which the Capital Expenditures Amount is less than (x) if the Closing occurs prior to January 1, 2005, (1) the aggregate amount of capital expenditures planned to be made by the Company and its Subsidiaries pursuant to the Company's 2004 capital budget attached hereto as Schedule 1.3(a)(ii) (the "2004 Budget") for each full calendar month in 2004 elapsed prior to the Closing Date plus (2) the product of the amount of capital expenditures planned to be made by the Company and its Subsidiaries pursuant to the 2004 Budget during the calendar month in which the Closing occurs and a fraction, the numerator of which is the actual number of days elapsed in the calendar month in which the Closing occurs and the denominator of which is the actual number of days in the calendar month in which the Closing occurs or (y) if the Closing occurs on or after January 1, 2005, an amount equal to the sum of (1) $43,700,000 and (2) the product of $60,000,000 and a fraction, the numerator of which is the number of days elapsed from January 1, 2005 to the Closing Date and the denominator of which is 365 (the amount determined pursuant to clause (x) or (y) above, as applicable, the "Capital Expenditures Deficiency Amount"), (D) the amount by which the Spare Parts Amount as shown on the Statement (x) exceeds $25,400,000 (the "Spare Parts Excess Amount") or (y) is less than $23,400,000 (the "Spare Parts Deficiency Amount") and (E) the Pension Deficiency Amount. "

Purchase Price Adjustments. (a) As promptly soon as reasonably practicable (following the Closing Date, but not later in no event more than ninety (90) days) following days after the Closing Date, Buyer shall deliver cause to Parent be prepared and delivered to Seller a certificate statement (the “Closing Payment Statement”) setting forth in reasonable detail detail, as of the Closing Date, its calculation of (i) the Acquired Cash Adjustment, (ii) the Working Capital Adjustment, and (iii) the Purchase Price. The Acquired Cash Adjustment calculation shall incorporate the results of the Cash Count as provided in Section 2.4. The Acquired Cash Adjustment, the Working Capital Adjustment, and the Purchase Price calculations shall be determined in accordance with the definitions and principles set forth in this Agreement and the other terms and conditions of this Agreement, and in accordance with GAAP applied on a basis consistent with the application of such principles in the preparation of the Reference Balance Sheet and the Purchase Price. The Closing Payment Statement shall be prepared in accordance with, and in the format of, Exhibit A, and shall include calculation of (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”)Acquired Cash Adjustment, (2) Closing Date Cash (which shall be prepared in accordance with, and in the “Preliminary Cash Determination”)format of, (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”)Exhibit F, and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital DeterminationAdjustment, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all which shall be prepared in accordance with with, and in the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies format of, and have access upon Exhibit H. Subject to applicable Law, Seller will use commercially reasonable notice at all reasonable times during normal business hours to, subject efforts to Parent’s entrance into a customary confidentiality agreement cooperate with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing StatementPayment Statement and will provide Buyer with reasonable access to any of Seller’s records not otherwise available to Buyer as a result of the transactions contemplated by this Agreement, to the extent necessary for the preparation of the Closing Payment Statement (excluding income Tax books or records and communications that are protected by the attorney-client privilege or the work-product privilege).

Purchase Price Adjustments. (a) As promptly as practicable (but not later than ninety (90) days) days following the Closing Date), Buyer shall deliver to Parent a certificate setting forth the Stockholder Representative Buyer’s calculation in reasonable detail of the (Ai) Buyer’s calculation Working Capital as of (1) the close of business on the Business Day immediately preceding the Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2ii) Cash and Cash Equivalents as of the close of business on the Business Day immediately preceding the Closing Date Cash (the “Preliminary Cash Determination”), (3iii) Closing Date Debt (the “Preliminary Closing Date Debt Determination”) and (4iv) Closing Date Transaction Expenses (the “Preliminary Closing Date Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Closing Date Debt Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Debt and Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.52.3, the Stockholder Representative and its accountants (at the Stockholder Representative’s expense) shall be permitted to discuss with Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parentthe Stockholder Representative’s entrance into a customary confidentiality and hold harmless agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with so as to allow the Stockholder Representative and its accountants to become informed concerning all matters relating to the preparation of the Preliminary Closing StatementStatement and the accounting procedures, methodologies, tests and approaches used in connection therewith.

Purchase Price Adjustments. (a) As promptly used herein: (i) “Final CEBARRA Purchase Price” means (A) the Base CEBARRA Purchase Price, plus (B) the Final Additional CEBARRA Equity Amount, if any, minus (C) the Final CEBARRA Leakage Amount, if any, plus (D) the applicable Closing Interest, minus (E) Consent Fees and Expenses, if any, in each case as practicable finally determined pursuant to this Section 2.3. (but not later than ninety ii) “Final CELSEPAR Purchase Price” means (90A) daysthe Base CELSEPAR Purchase Price plus (B) following the Final Additional CELSEPAR Equity Amount, if any, minus (C) the Final CELSEPAR Leakage Amount, if any, minus (D) the Closing DateDebt Payment, minus (E) the Closing EPC Payment, plus (F) the applicable Closing Interest, minus (G) Consent Fees and Expenses, if any, minus (H) the CELSEPAR Credit Agreement Amortization Payments, if any, minus (I) the EPC Payment Agreement Payments, if any, in each case as finally determined pursuant to this Section 2.3. (b) After the Closing, Buyer shall have one hundred twenty (120) days to deliver to Parent Sellers a certificate setting forth in reasonable detail statement (Athe “Preliminary Post-Closing Statement”) that shall set out Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”)Final CEBARRA Purchase Price and the Final CELSEPAR Purchase Price, (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”quantifying each component listed in Section 2.3(a) and (4) any applicable adjustment to the Sellers’ Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” andStatement, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination reasonable documentation sufficient to allow Sellers and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation their Representatives to verify each of the amounts shown foregoing and such other documentation as Sellers may reasonably request. If Buyer does not deliver a Preliminary Post-Closing Statement on or prior to the one hundred twentieth (120th) day after the Closing, then the Sellers’ Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are Statement shall become final and binding on upon the parties pursuant Parties and Buyer shall release and pay to this Section 2.5, Buyer and its accountants shall, upon Parenteach Seller an amount equal to such Seller’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation Allocable Portion of the Preliminary CEBARRA Holdback Amount and of the CELSEPAR Holdback Amount plus the Closing StatementInterest applicable thereto. Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

Purchase Price Adjustments. The Purchase Price shall be increased or decreased as provided in SCHEDULE 2.1(A)(III) (athe "ADJUSTMENT SCHEDULE") As promptly both for "PRE-CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (as practicable (but not such terms are defined and described therein). No later than ninety seven (907) days) following days prior to the Closing Date, Buyer Seller shall deliver to Parent Seller's calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. If Parent does not deliver a certificate setting written notice to Seller prior to the Closing that it disputes the calculation and/or methodology contained in Seller's Adjustment Notice, then the amounts of the Pre-Closing Adjustments and the Year-End Bonus Adjustment set forth in reasonable detail Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment based on final 2004 revenues, all as provided in the Adjustment Schedule (A) Buyer’s collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its estimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Parent delivers a written notice to Seller prior to Closing that it disputes the Seller's calculation in Seller's Adjustment Notice, then the Closing shall otherwise occur (1subject to the satisfaction of the conditions thereto and the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the Initial Purchase Price to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the Closing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Date Working Capital Adjustments and/or Year-End Bonus Adjustment, then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the “Preliminary Working Capital Determination”Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such agreement, pay the amount of any increase in the Initial Purchase Price pursuant to the Pre-Closing Date Cash Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the “Preliminary Cash Determination”"ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (32) Closing Date Debt (business days of such final determination by the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (Accountant, pay the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the “Preliminary amount of the decrease in the Initial Purchase Price Determination” andpursuant to the Pre-Closing Adjustment to Parent, together as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination Closing. Pursuant to and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; providedterms of the Escrow Agreement, howeverParent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, that until such time as the calculation of case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts shown on to be paid by Parent or Seller to the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties other party pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available 2.1(a)(iii) that are not paid when due shall bear interest at the rate of 10% per annum from the date required to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statementpaid hereunder.

Purchase Price Adjustments. (ai) As promptly The Purchase Price shall be increased or decreased as practicable (but not later than ninety (90) days) following the case may be, on a dollar-for-dollar basis, to reflect a positive or negative amount for Net Working Capital on the Closing Date. In addition if, Buyer but only to the extent that, the calculation of Net Working Capital does not reflect the following items the Purchase Price shall deliver to Parent a certificate setting forth be reduced or increased, as appropriate, by the amount not reflected in reasonable detail such calculation: (A) Buyer’s calculation the full remaining liability of (1) Closing Date Working Capital Sierra to Doppelmayr USA, Inc. under that certain Sales and Installation Contract, dated May 28, 1996 (the “Preliminary Working Capital Determination”"Doppelmayr Contract"), (2) Closing Date Cash (with respect to the “Preliminary Cash Determination”)installation of three detachable quad lifts at Sierra, (3B) Closing Date Debt the liability, on a discounted basis, for certain promotional items which Buyer is obligated to honor under Section 11.17 of this Purchase Agreement, (C) an allocation reflecting the “Preliminary Debt Determination”) cost of new uniforms for Resort Group employees as born equally by Fibreboard and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”)Buyer, and (BD) based the amount established by Sierra as a reserve for environmental liability as of June 30, 1996, less any amounts drawn on such calculationsreserve prior to Closing. In addition, a calculation if (for reasons of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation impracticality of the amounts shown on transferring assets prior to the Closing Date Working Capitalfrom an Acquired Corporation to Fibreboard or a third party designated by Fibreboard) at the Closing any Acquired Corporations own any Excluded Assets, Closing Date Cashafter the Closing, Closing Date Debt(I) Buyer agrees to cause, Closing Date Transaction Expenses at Fibreboard's expense, such Acquired Corporations to take all actions reasonably requested by Fibreboard to convey such Excluded Assets to Fibreboard (or its designee) without payment by Fibreboard of any consideration therefor and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice (II) at all times prior to such conveyance, to cause the Acquired Corporations to hold any such Excluded Assets in trust for the benefit of Fibreboard (with all benefits of such Excluded Assets being conveyed by such Acquired Corporations to Fibreboard and all Liabilities relating thereto being assumed by Fibreboard). If after the Closing the Parties agree that it is not possible, on commercially reasonable times during normal business hours toterms, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants convey any such Excluded Assets from the Acquired Corporations to Fibreboard (if required therebyor its designee), the work papers and supporting records of Buyer and its accountants used in connection with Parties shall endeavor to agree to a value to be paid by the preparation of respective Acquired Corporations to Fibreboard for such assets. In the Preliminary Closing Statementevent the Parties are unable to agree on a value for any such assets, they shall submit the matter to Arbitration.

Purchase Price Adjustments. (a) As promptly as practicable At least three (but not later than ninety (903) days) following Business Days prior to the Closing Date, Buyer the Seller shall prepare, or cause to be prepared, and deliver to Parent the Buyer a certificate setting forth in reasonable detail statement (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”) setting forth (i) a good-faith estimate of the Company’s (A) Net Working Capital (the “Estimated Net Working Capital”), all in accordance (B) Indebtedness (the “Estimated Indebtedness”), (C) Cash (the “Estimated Cash”) and (D) Transaction Expenses (the “Estimated Transaction Expenses”), each determined as of 11:59 p.m. on the day prior to the Closing Date (and, except for Estimated Transaction Expenses, without giving effect to the transactions contemplated herein), based on the Seller’s books and records and other information available at the Closing and (ii) on the basis of the foregoing, a calculation of the Estimated Purchase Price. Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be calculated on a basis consistent with Schedule 2.3(a) and the accounting principles, practices, assumptions, conventions and policies set forth therein (the “Applicable Accounting Principles”). An illustrative example of a Preliminary Closing Statement and calculation of Net Working Capital, Indebtedness, Cash and Transaction Expenses is also included in Schedule 2.3(a) (the “Sample Statement“). Prior to the Closing, the Seller and the Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Statement; provided, howeverthat if the parties are unable to resolve all such differences prior to the Closing, that until such time as the calculation amounts of the amounts shown on the Closing Date Estimated Net Working Capital, Closing Date CashEstimated Indebtedness, Closing Date Debt, Closing Date Estimated Cash and Estimated Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time as reflected in the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), used for purposes of calculating the work papers and supporting records of Buyer and its accountants used in connection with Estimated Purchase Price on the preparation of the Preliminary Closing StatementDate.

Purchase Price Adjustments. (a) As promptly as practicable (but not later than Within ninety (90) days) days following the Closing Date, Buyer shall deliver to Parent the Seller a certificate setting forth in reasonable detail Buyer’s calculation, in accordance with the Accounting Principles, of the (A) Buyer’s calculation of (1) Closing Date Working Capital as of the Effective Time (the “Preliminary Working Capital Determination”), (2B) Closing Date Cash and Cash Equivalents as of the Effective Time (the “Preliminary Cash Determination”), (3C) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), ) and (BD) based on such calculations, a calculation of the Purchase Price Debt (the “Preliminary Purchase Price Debt Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that that, at the reasonable written request of the Seller, until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price Closing Date Debt determinations are final and binding on the parties pursuant to this Section 2.52.3, the Seller and its accountants and other duly authorized Representatives (at the Seller’s expense) shall be permitted to discuss with Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time applicable Representatives the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours toof Buyer, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants Representatives used in connection with the preparation of the Preliminary Closing Statement solely for the purposes reasonably necessary or appropriate to verify or recalculate the information set forth in the Preliminary Closing Statement, subject to the execution by such parties of customary confidentiality, non-reliance or other agreements with such Persons (if requested). Notwithstanding anything in this Agreement to the contrary, Buyer may elect in its sole discretion to exclude any Uncollected Accounts Receivable from the calculation of the Preliminary Working Capital Determination and any resulting payments due and payable pursuant to Section 2.4 of this Agreement (if any).

Purchase Price Adjustments. (ai) As promptly The Purchase Price shall be increased or decreased as practicable (but not later than ninety (90) days) following the case may be, on a dollar-for-dollar basis, to reflect a positive or negative amount for Net Working Capital on the Closing Date. In addition if, Buyer but only to the extent that, the calculation of Net Working Capital does not reflect the following items the Purchase Price shall deliver to Parent a certificate setting forth be reduced or increased, as appropriate, by the amount not reflected in reasonable detail such calculation: (A) Buyer’s calculation the full remaining liability of (1) Closing Date Working Capital Sierra to Doppelmayr USA, Inc. under that certain Sales and Installation Contract, dated May 28, 1996 (the “Preliminary Working Capital Determination”"Doppelmayr Contract"), (2) Closing Date Cash (with respect to the “Preliminary Cash Determination”)installation of three detachable quad lifts at Sierra, (3B) Closing Date Debt the liability, on a discounted basis, for certain promotional items which Buyer is obligated to honor under Section 11.17 of this Purchase Agreement, (C) an allocation reflecting the “Preliminary Debt Determination”) cost of new uniforms for Resort Group employees as born equally by Fibreboard and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”)Buyer, and (BD) based the amount established by Sierra as a reserve for environmental liability as of June 30, 1996, less any amounts drawn on such calculationsreserve prior to Closing. In addition, a calculation if (for reasons of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation impracticality of the amounts shown on transferring assets prior to the Closing Date Working Capitalfrom an Acquired Corporation to Fibreboard or a third party designated by Fibreboard) at the Closing any Acquired Corporations own any Excluded Assets, Closing Date Cashafter the Closing,(I) Buyer agrees to cause, Closing Date Debtat Fibreboard's expense, Closing Date Transaction Expenses such Acquired Corporations to take all actions reasonably requested by Fibreboard to convey such Excluded Assets to Fibreboard (or its designee) without payment by Fibreboard of any consideration therefor and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice (II) at all times prior to such conveyance, to cause the Acquired Corporations to hold any such Excluded Assets in trust for the benefit of Fibreboard (with all benefits of such Excluded Assets being conveyed by such Acquired Corporations to Fibreboard and all Liabilities relating thereto being assumed by Fibreboard). If after the Closing the Parties agree that it is not possible, on commercially reasonable times during normal business hours toterms, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants convey any such Excluded Assets form the Acquired Corporations to Fibreboard (if required therebyor its designee), the work papers and supporting records of Buyer and its accountants used in connection with Parties shall endeavor to agree to a value to be paid by the preparation of respective Acquired Corporations to Fibreboard for such assets. In the Preliminary Closing Statementevent the Parties are unable to agree on a value for any such assets, they shall submit the matter to Arbitration.