Common use of Purchase Price Adjustments Clause in Contracts

Purchase Price Adjustments. (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (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 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitrator.

Purchase Price Adjustments. (a) No later than 75 days following If the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (or the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of Servicer -------------------------- adjusts downward the aggregate amount of any Principal Receivable sold to the Cash EquivalentsPurchaser pursuant to this Agreement because of a rebate, (ii) Purchaser’s good faith calculation refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of the Net Working Capital and the resulting amountgoods or services which were refused, if any, returned or not received 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 writingan Obligor, or if the Seller fails to notify Purchaser or the Servicer otherwise adjusts downward the amount of any dispute such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the Purchase Price otherwise payable on the following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect thereto within 30 days following receipt thereofto which the covenant contained in Section 5.1(b) was breached. If, then as a result of any adjustment or discovery described above, the calculation Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Aggregate Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Day following the date of such adjustment or discovery and such amount shall be paid by the Purchaser to the Seller on the following Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 and the Loan 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 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 StatementDate. If the parties resolve their differences over Purchase Price Adjustment for any Purchase Price Payment Date would cause the disputed items in accordance with the foregoing procedurePurchase Price for such Purchase Price Payment Date to be a negative number, the Aggregate Seller shall pay to the Purchaser on such Purchase Price and the Loan Receivables shall be the Payment Date an amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears equal to the amount actually contested by which such party, as determined by the Accounting ArbitratorPurchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment).

Purchase Price Adjustments. (a) The Purchase Price will be adjusted as follows to reflect the allocation of expenses and revenues attributable to the Property as of the Effective Time such that Seller shall bear all expenses and receive all the proceeds related to the Property before the Effective Time and Buyer shall bear all expenses and receive all the proceeds related to the Property after the Effective Time, provided, however, that for the purposes of this Section 3 only the Property shall not include the Carry Wxxxx and Farmout Wxxxx as such terms are defined in the Carry Agreement and Farmout Agreement, and the costs and expenses associated with such wxxxx. No later less than 75 five business days following the before Closing, Purchaser shall cause to Buyer will submit for Seller’s review and approval a preliminary settlement statement identifying estimates of all such adjustments. A. The Purchase Price will be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth adjusted upward by: (i) Purchaser’s good faith calculation all proceeds attributable to the operation of the aggregate amount Property not yet received by Seller to the extent they are attributable to times before the Effective Time including proceeds for volumes of hydrocarbons stored at the Cash EquivalentsEffective Time in stock tanks, pipelines or other storage; (ii) Purchaser’s good faith calculation all operating and capital expenses including any prepaid expenses, rentals, cash calls, and advances for expenses not yet incurred and actually paid by Seller with respect to the operation of the Net Working Capital Property after the Effective Time (and including any capital expenses relating to times prior to the resulting amount, Effective Time if any, by which such expenses have not as of the Net Working Capital is less than (or greater thandate of this Agreement already been billed to Seller) Target Working Capitaland, (iii) Purchaser’s good faith estimate any property taxes and excise, severance and other taxes attributable to the Property or on or measured by the production therefrom (collectively “Production Taxes”) paid by Seller, to the extent relating to times on and after the Effective Time, based upon the assessment rates for the most recent calendar year or other time period then available. B. The Purchase Price will be adjusted downward by: (i) all proceeds attributable to the operation of the Closing IndebtednessProperty received by Seller to the extent they are attributable to times after the Effective Time including proceeds for volumes of hydrocarbons stored in stock tanks, pipelines or other storage ; and (ivii) Purchaserany Production Taxes paid by Buyer, to the extent relating to times prior to the Effective Time, based upon the assessment rates for the most recent calendar year or other time period then available; and, any other decreases in the Purchase Price pursuant to Section 9 below. Within 90 days after Closing, Buyer will provide a final settlement statement for Seller’s review and approval containing a final calculation of the Aggregate adjustments to the Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan ReceivablesPrice. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser does not submit a notice of any dispute disagreement with respect thereto to such adjustments within 30 days following after 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 such adjustments shall be deemed become final and conclusive and binding upon all partiesbinding. If Seller disputes the accuracy Buyer submits a notice 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 disagreement with respect to Purchaser no later than such adjustments within such 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputesday period, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 parties shall 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 and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with resolve such reasonable access during normal business hours to the 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) disagreement as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statementsoon as possible. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Adjusted Purchase Price and is greater than the Loan Receivables Purchase Price, then Buyer shall be pay the amount agreed upon by themwhich the Adjusted Purchase Price exceeds the Purchase Price to Seller. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item Purchase Price is greater than the greatest value for such item claimed Adjusted Purchase Price, then Seller shall pay the amount by which the Purchase Price exceeds the Adjusted Purchase Price to Buyer. Such payment shall be made within 10 days after the parties agree upon the Adjusted Purchase Price by wire transfer of immediately available funds. Notwithstanding the foregoing, if either party or less than receives revenues that belong to the smallest value for such item claimed by other party based on an Effective Time allocation, the receiving party will promptly remit those revenues to the other party, and if either party pays an expense that is the responsibility of the other party based on the Effective Time allocation described above, the party on whose behalf the expenses were paid agrees to promptly reimburse the other party. The fees Without limiting the foregoing, Seller shall file all returns and expenses of the Accounting Arbitrator shall be allocated pay all Production Taxes relating to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears times prior to the amount actually contested by such party, as determined by the Accounting ArbitratorEffective Time.

Purchase Price Adjustments. (a) No later than 75 Within ninety (90) days following after the ClosingClosing Date, Purchaser shall cause the Company to be prepared prepare and delivered deliver to Seller a written statement (the “Post-Closing Payment Purchase Price Adjustment Statement”) setting forth (i) Purchaserthe Company’s good faith calculation of the aggregate amount calculations of the Cash EquivalentsAmount, (ii) Purchaser’s good faith calculation of the Net Working Capital Capital, the Indebtedness Amount and the resulting amountTransaction Expenses Amount, if any, together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Purchase Price Adjustment Statement. The foregoing items shall be calculated by which the Net Working Capital is less than Company in accordance with this Agreement and Exhibit A hereto. (or greater thanb) Target Working Capital, (iii) Purchaser’s good faith estimate Following the delivery of the Closing IndebtednessPurchase Price Adjustment Statement and until the Purchase Price Adjustment Statement has become final and binding as set forth in Section 2.04(h), Purchaser and the Company shall provide Seller and its Representatives with reasonable access to the books and records and relevant personnel and properties of the Company and its Subsidiaries, as well as to any documents or work papers used in the preparation of the Purchase Price Adjustment Statement, as Seller may reasonably request. (ivc) Purchaser’s If Seller disagrees with the calculation of any of the Aggregate items set forth in the Purchase Price based on Adjustment Statement (each, an “Objection Dispute”), Seller shall notify Purchaser in writing thereof (such notification, a “Dispute Notice”) within sixty (60) days after receipt of the foregoing Purchase Price Adjustment Statement by Seller, and shall set forth in such Dispute Notice in reasonable detail the particulars of any such disagreement, including (vif Seller has sufficient substantiating information) Purchaser’s its calculation of the Loan Receivableseach disputed item. If Seller accepts fails to deliver a Dispute Notice to Purchaser within sixty (60) days after delivery of the Post-Closing Payment Purchase Price Adjustment Statement in writingto Seller (or only delivers a Dispute Notice as to a specific portion or portions of the Purchase Price Adjustment Statement), or if Seller fails to notify notifies Purchaser of any dispute with respect thereto within 30 days following receipt thereofin writing that it will not deliver a Dispute Notice, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation Adjustment Statement (or such portion of the Loan Receivables as set forth it that is not in the Post-Closing Payment Statement dispute) shall be deemed final and conclusive and binding upon all parties. If Seller disputes on Purchaser, 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 StatementCompany, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of and any adjustments that are necessary in Seller’s judgment other person for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements purposes of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of . (d) If Seller delivers a Dispute Notice, Purchaser and Seller will shall negotiate in good faith with a view to resolving their disagreements over resolve each Objection Dispute, and any resolution agreed to in writing by Purchaser and Seller shall be final and binding on Purchaser, the disputed itemsCompany, Seller and any other person for purposes of this Agreement. From If Purchaser and Seller are able to resolve all of the Objection Disputes, then the Purchase Price Adjustment Statement, adjusted to reflect such resolution of all Objection Disputes, shall be final and binding on Purchaser, the Company, Seller and any other person for purposes of this Agreement. If Purchaser and Seller are unable to resolve all Objection Disputes within twenty (20) days after the delivery of the Post-Closing Payment Statement Dispute Notice by Seller to Seller and until Purchaser (the final determination of the Aggregate Purchase Price and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period“Negotiation Period”), then Purchaser and Seller shall forthwith jointly engage appoint the Accounting Arbitrator to make a binding as provided below in this Section 2.04(d) and the Objection Disputes that have not been resolved shall, at the request of either Seller or Purchaser, be referred for final determination as to the Accounting Arbitrator within fifteen (15) days after the end of the Negotiation Period, and if any Dispute Notice did not contain a calculation of the amount of the disputed items in accordance with item, Seller shall provide a calculation of the amount of such disputed item to the Purchaser and the Accounting Arbitrator within such fifteen (15) day period. Purchaser and Seller shall jointly appoint an accounting or valuation firm of national standing that is not the independent auditor of (and does not otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates (excluding private equity fund portfolio companies)) to be the accounting arbitrator for purposes of this Agreement. The Section 2.04 (the “Accounting Arbitrator” ”); provided that if Purchaser and Seller are unable to agree upon such firm within ten (10) days after the end of the Negotiation Period, then the Accounting Arbitrator shall mean such national be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent accountants auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates (excluding private equity fund portfolio companies)). (e) Purchaser and Seller shall make available to the Accounting Arbitrator the books and records and relevant personnel and properties of the Company and its Subsidiaries, as may be agreed upon well as any documents or work papers used in the preparation of the Purchase Price Adjustment Statement and the Dispute Notice, and all other items reasonably requested by the Accounting Arbitrator, and shall submit to the Accounting Arbitrator a list of all Objection Disputes that have been resolved by Purchaser and Seller. The Accounting Arbitrator will under shall deliver to Purchaser and Seller, as promptly as practicable (and in any event shall endeavor to do so within thirty (30) days after its appointment), a written report (i) setting forth (A) the terms resolution of each Objection Dispute that had been submitted to it, determined in accordance with the provisions of this Section 2.04 and Exhibit A hereto, and (B) any adjustments that are required to be made to the Purchase Price Adjustment Statement to reflect such resolution, and (ii) which shall have attached thereto a Purchase Price Adjustment Statement that has been revised to reflect (x) the resolution of any Objection Disputes by Purchaser and Seller, and (y) the adjustments, if any, referred to in clause (i)(B) of this sentence (the “Arbitrator’s Report”). (f) The Accounting Arbitrator shall consider only those Objection Disputes submitted to it for resolution. In resolving each such Objection Dispute, the Accounting Arbitrator (i) shall resolve such Objection Dispute in accordance with the provisions of this Section 2.04 and Exhibit A hereto, (ii) shall make its engagement have no more than 30 days from determination based solely on the date of referral presentations and no more than 15 days from the final submission of information and testimony supporting material provided by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect not pursuant to any unresolved disputed items set forth in the Dispute Notice)independent review, which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator (iii) may not assign a value to any item greater than the greatest value for such item claimed by either party Purchaser or Seller or less than the smallest value for such item claimed by either partyPurchaser or Seller. The fees Arbitrator’s Report shall be final and binding upon Purchaser, the Company, Seller and any other person for purposes of this Agreement. (g) The fees, costs and expenses of the Accounting Arbitrator shall be allocated to be paid borne by Purchaser, on Purchaser in the one hand, and Seller, on proportion that the other hand, based upon the percentage which the portion aggregate dollar amount of the contested amount not awarded to each party bears to the amount actually contested items that are successfully disputed by such party, Seller (as finally determined by the Accounting Arbitrator) bears to the aggregate dollar amount of the items submitted to the Accounting Arbitrator and by Seller in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Seller (as finally determined by the Accounting Arbitrator) bears to the aggregate dollar amount of the items submitted to the Accounting Arbitrator. (h) The Purchase Price Adjustment Statement (i) that has become final and binding pursuant to the last sentence of Section 2.04(c) or the second sentence of Section 2.04(d), or (ii) that is included in the Arbitrator’s Report, as applicable, shall be the Purchase Price Adjustment Statement that shall be final and binding upon Purchaser, the Company, Seller and any other person for purposes of this Agreement (the “Final Purchase Price Adjustment Statement”). The Cash Amount, the Net Working Capital, the Indebtedness Amount and the Transaction Expenses Amount, each as shown on the Final Purchase Price Adjustment Statement, shall be referred to as the “Final Cash Amount,” the “Final Net Working Capital,” the “Final Indebtedness Amount,” and the “Final Transaction Expenses Amount,” respectively. (i) If (i) the sum of the Final Cash Amount, plus the Final Net Working Capital Adjustment Amount (if a positive number), minus the Final Indebtedness Amount, minus the Final Transaction Expenses Amount, minus the absolute value of the Final Net Working Capital Adjustment Amount (if a negative number), exceeds (ii) the sum of the Estimated Cash Amount, plus the Estimated Closing Net Working Capital Adjustment Amount (if a positive number), minus the Estimated Indebtedness Amount, minus the Estimated Transaction Expenses Amount, minus the absolute value of the Estimated Closing Net Working Capital Adjustment Amount (if a negative number) (such excess, the “Positive Purchase Price Adjustment Amount”), then Seller shall be entitled to receive from Purchaser a payment in cash equal to the Positive Purchase Price Adjustment Amount. (j) If (i) the sum of the Estimated Cash Amount, plus the Estimated Closing Net Working Capital Adjustment Amount (if a positive number), minus the Estimated Indebtedness Amount, minus the Estimated Transaction Expenses Amount, minus the absolute value of the Estimated Closing Net Working Capital Adjustment Amount (if a negative number), exceeds (ii) the sum of the Final Cash Amount, plus the Final Net Working Capital Adjustment Amount (if a positive number), minus the Final Indebtedness Amount, minus the Final Transaction Expenses Amount, minus the absolute value of the Final Net Working Capital Adjustment Amount (if a negative number), (such excess, the “Negative Purchase Price Adjustment Amount”), then Purchaser shall be entitled to receive solely out of the Purchase Price Adjustment Escrow Fund, a payment in cash equal to the Negative Purchase Price Adjustment Amount but not in excess of the Purchase Price Adjustment Escrow Fund, and Purchaser and Seller shall, within three (3) Business Days after the date on which the Final Purchase Price Adjustment Statement has become final and binding pursuant to Section 2.04(h), deliver a joint written notice instructing the Escrow Agent to make such payment. Seller shall not have any liability for any amounts due pursuant to this Section 2.04 in excess of the Purchase Price Adjustment Escrow Fund, and Purchaser’s sole source of recourse and recovery for such amounts due shall be the funds available in the escrow account of the Escrow Agent holding the Purchase Price Adjustment Escrow Fund. (k) In the event of a Positive Purchase Price Adjustment Amount, or if the amount of the Purchase Price Adjustment Escrow Fund exceeds the Negative Purchase Price Adjustment Amount, or if there is neither a Positive Purchase Price Adjustment Amount nor a Negative Purchase Price Adjustment Amount, Purchaser and Seller shall, within three (3) Business Days after the date on which the Purchase Price Adjustment Statement has become final and binding pursuant to Section 2.04(h), deliver a joint written notice instructing the Escrow Agent to pay the Unused Purchase Price Adjustment Escrow Amount to Seller. The funds available in the Purchase Price Adjustment Escrow Fund may be distributed to Purchaser and/or Seller solely and exclusively in accordance with this Section 2.04 and shall not be available for any other payment to Purchaser or Seller or any of their respective Affiliates.

Purchase Price Adjustments. (a) No By not later than 75 days following the Closingend of the fourth business day prior to the Closing Date, Purchaser Seller shall deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to be prepared cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s Purchasers' good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting amountFinal Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, if any, by which including the definition of Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing IndebtednessStatement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (ivsubject to the execution of customary work paper access letters if requested) Purchaser’s calculation of the Aggregate Purchase Price based on Company Entities, Purchasers (solely to the foregoing and (v) Purchaser’s calculation extent used in the preparation of the Loan ReceivablesPreliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller accepts has any objections to the Post-Preliminary 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 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 deliver to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”)Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail those items based on the information that has been made available to Seller disputesby Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amounts amount of any adjustments that are necessary in Seller’s judgment 's calculation of such component and reasons for the computation difference) (an "Objections Statement") within 45 days after Seller's receipt of the Aggregate Purchase Price or Preliminary Closing Statement. Any items contained in the components thereof or Preliminary Closing Statement not objected to in the calculation Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Loan Receivables Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to conform to Purchaser1 within 45 days after Seller's receipt of the requirements of this AgreementPreliminary Closing Statement, Seller and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will Purchaser1 shall negotiate in good faith with to resolve the objections set forth in the Objections Statement and if they do not reach a view to resolving their disagreements over the disputed items. From and final resolution of all such objections within 30 days after the Seller's delivery of the Post-Closing Payment Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and until Purchaser1 (the final "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the Aggregate Purchase Price definition of Applicable Accounting Principles, and the Loan Receivables in accordance with this Section 2.6, written submissions of Seller and its agents will be provided with such reasonable access during normal business hours to Purchaser1 (i.e., not on the relevant portions basis 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 an 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 Statementreview or investigation). If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser Purchaser1 and Seller shall forthwith jointly engage promptly provide their written submissions regarding the Accounting Arbitrator to make a binding determination as Disputed Items in writing to the disputed items in accordance with this AgreementDispute Resolution Firm and to each other. The “Accounting Arbitrator” Dispute Resolution Firm shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which instructed to render its written decision (including a statement of the reasons therefor) determination with respect to the disputed items Disputed Items as soon as reasonably possible (and only with respect which the parties agree should not be later than 45 days following the date on which the disagreement is referred to any unresolved disputed items set forth in the Dispute NoticeResolution Firm), which decision and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be final held and binding upon no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the parties and enforceable by any court of competent jurisdictionDispute Resolution Firm. The Accounting Arbitrator Dispute Resolution Firm shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item Disputed Item greater than the greatest value for such item claimed submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item claimed submitted by either partyparty to the Dispute Resolution Firm. The fees Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Accounting Arbitrator Dispute Resolution Firm shall be allocated to be paid by PurchaserSeller, on the one hand, and SellerPurchasers, on the other hand, based upon the percentage which the portion of the contested amount Disputed Items not awarded to each party bears to the aggregate amount actually contested of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by such partySeller which the parties cannot mutually resolve, as determined and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the Accounting Arbitrator$500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller.

Purchase Price Adjustments. (a) No later than 75 The Purchase Price shall be adjusted: (i) downward by the amount of any loss or damage provided for in Section 5.16; (ii) downward by the amount of property Taxes and other Taxes and charges allocated to the Seller in Section 5.13; (iii) upward by the amount of documented, ordinary course costs or expenses incurred and paid by the Seller to non-Affiliated parties prior to the Effective Time (and without violation of this Agreement) in respect of ownership or operation of the Purchased Assets after the Effective Time; (iv) downward by the amount of documented payments, proceeds or other income received by the Seller prior to the Effective Time in respect of ownership or operation of the Purchased Assets after the Effective Time; and (v) upward by the cost of 50% of the aggregate fuel and lube oil capacity of the Vessels on the Closing Date, based on the capacities set forth on Schedule 1.5(a)(v) and a price to be determined by the Seller Parties and Buyer prior to the Closing Date. (b) For a period of 180 days following the Closing, Purchaser shall cause Buyer agrees to be prepared pay to the Seller any amounts received by Buyer after the Effective Time based upon sales or services rendered by the Seller prior to the Effective Time, and delivered the Seller agrees to pay to Buyer any amounts received by the Seller after the Effective Time based upon sales or services rendered by Buyer after the Effective Time. (c) Not later than 3 days prior to Closing, Buyer may deliver to the Seller a statement schedule prepared in good faith by Buyer setting forth the amounts of the purchase price adjustments provided for in paragraph (a) above (the “Post-Preliminary Adjustment Schedule”), and the Purchase Price paid by Buyer at Closing Payment Statement”shall be adjusted as provided therein. (d) Not later than 100 days after Closing, Buyer shall deliver to the Seller a schedule prepared in good faith by Buyer setting forth the final purchase price adjustment amounts provided for in paragraphs (ia) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (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 (vb) 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 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement above (the “Dispute NoticeFinal Adjustment Schedule”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 and the Loan 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 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. If the parties resolve their differences over Seller objects to the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price Final Adjustment Schedule and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over such objection within 30 days of Buyer’s receipt of the disputed items within Seller’s objection notice, the issues remaining in dispute shall be submitted to a nationally recognized accounting firm selected by the Seller from a list of three such 30-day periodfirms provided by Buyer (the “Accounting Firm”), then Purchaser along with all work papers, schedules and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as calculations related to the disputed items matter in accordance with this Agreementdispute. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than Within 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review after such submissions and base its determination solely on such submissions. In resolving any disputed itemsubmission, the Accounting Arbitrator Firm shall issue a letter report determining the amount in dispute, which shall be conclusive for purposes of this Section 1.5. Buyer shall pay to the Seller, or the Seller shall pay to Buyer, as the case may be, the adjustment amount shown on the conclusive Final Adjustment Schedule, in either case not assign a value to later than 3 days after such schedule becomes conclusive. Each party shall bear its own expenses in connection with resolving any item greater than such dispute, and the greatest value for such item claimed by either party or less than Seller and Buyer will each bear half of the smallest value for such item claimed by either party. The fees and expenses costs of the Accounting Arbitrator Firm. (e) The parties agree and acknowledge that the provisions of this Section 1.5 shall be allocated to be paid by Purchasernot affect in any way the transfer, on the one handexclusion, and Sellerassumption or allocation of any assets, on the other handrights, 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, as determined by the Accounting Arbitratorliabilities or obligations otherwise provided for in this Agreement or indemnification related thereto.

Purchase Price Adjustments. (a) No Not later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement ten (the “Post-Closing Payment Statement”10) setting forth Business Days (i) Purchaser’s good faith calculation prior to the end of the aggregate amount of the Cash Equivalents, each Calendar Quarter and (ii) Purchaser’s good faith calculation after the final day of the Net Working Capital calendar month in which the final New System is purchased hereunder, Seller shall deliver to Buyer a revised Project Model, reflecting the Base Case Model updated solely to reflect (1) with respect to each New System that has achieved the Commissioning Milestone, (A) the dates on which Buyer paid each portion of the Purchase Price for such New System and the amount of such payments, (B) the date on which such New System achieved the Commissioning Milestone, and (C) if applicable, any reduction of ITC resulting amountfrom a failure of Seller to achieve the Commissioning Milestone in respect of such New System by the Commissioning Date Deadline for any reason, including a Force Majeure Event, and (2) with respect to each New System that Seller reasonably expects to achieve the Commissioning Milestone following the delivery of such revised Project Model, (A) the dates on which Buyer has paid, or is expected to pay, each portion of the Purchase Price for such New System and the amount of such payments, (B) the date on which Seller reasonably expects such New System to achieve the Commissioning Milestone and (C) any reduction of ITC expected to result from a failure of Seller to achieve the Commissioning Milestone in respect of such New System by the Commissioning Date Deadline for any reason, including a Force Majeure Event. (b) Notwithstanding anything to the contrary set forth in Section 2.7(a), (i) In the event that the calculation performed pursuant to Section 2.7(a) as of any date would, if anyapplied to all New Systems that are reasonably expected to achieve Commissioning after such date (each, by which the Net Working Capital is less than a “[*]”), result (or greater thanbe reasonably likely to result) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of in the Aggregate Purchase Price based on exceeding the foregoing and (v) Purchaser’s calculation of Maximum Aggregate Southern Portfolio Purchase Price, the Loan Receivables. If Seller accepts the Purchase Price for each such Post-Closing Payment Statement Calculation New System shall instead be that amount that would result 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 equaling the Maximum Aggregate Southern Portfolio Purchase Price. (ii) For the avoidance of doubt and notwithstading anything to the components thereof and Purchaser’s calculation of the Loan Receivables as contrary set forth in this Section 2.7, in no event shall any adjustment to the Post-Closing Payment Statement shall Purchase Price result (or be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of reasonably likely to result) in the Aggregate Purchase Price or any component thereof or exceeding the calculation Maximum Aggregate Southern Portfolio Purchase Price, unless mutually agreed in writing by the Parties. (c) Parties will mutually agree on an adjusted Purchase Price for the New Systems within five (5) Business Days of Buyer’s receipt of the Loan Receivables set forth revised Project Model pursuant to Section 2.7(a), which shall be used as (i) the final Purchase Price for all New Systems invoiced and paid in the Postcurrent Calendar Quarter (or, in the case of the final Project Model adjustment, the applicable month), and (ii) the Purchase Price for purposes of all invoices delivered in the following Calendar Quarter (until the date of the next adjustment made pursuant to this Section 2.7). Within five (5) Business Days of the Parties’ agreement on such adjusted Purchase Price, Buyer shall amend and reissue each invoice previously delivered by Seller to Buyer for the current Calendar Quarter (or, in the case of the final Project Model adjustment, the applicable month) to reflect the Purchase Price determined pursuant to this Section 2.7(c). For the avoidance of doubt, no adjustments shall be made hereunder with respect to any payments from Buyer to Seller made in any Calendar Quarter prior to the current Calendar Quarter. Without in any way limiting the provisions of Section 6.1(k), Seller makes no representation, warranty or guaranty regarding Buyer’s expected rate of return as a result of the purchase of the New Systems hereunder. (d) Following the reissuance of invoices pursuant to Section 2.7(c), if Buyer has made any over-Closing Payment Statementpayments or under-payments in respect of such invoices, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Postapply such over-Closing Payment Statement (the “Dispute Notice”)payments or under-payments as a credit against, setting forth in reasonable detail those items that Seller disputesor addition to, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon owed by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) Buyer with respect to the disputed items invoices to be paid on the final Invoice Due Date of the current Calendar Quarter (and only or, in the case of the final Project Model adjustment, the applicable month); provided, however, that if such adjustment results in Buyer owing no payments to Seller with respect to such invoices but fails to fully compensate Buyer for prior over-payments, Seller shall remit the remaining balance of any unresolved disputed items set forth in over-payments to Buyer within thirty (30) days following the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitratorapplicable Invoice Due Date.

Purchase Price Adjustments. (a) No later than 75 The Purchase Price shall be: (i) increased by the Post-Closing Adjustment Amount (if such amount is positive) or (ii) decreased by the Post-Closing Adjustment Amount (if such amount is negative). The Purchase Price shall also be increased by any amount paid to Sellers pursuant to Section 3.4. (b) Within 90 days following the ClosingClosing Date, Purchaser Purchasers shall cause prepare and deliver to be prepared and delivered to Seller Sellers a statement setting forth the Post-Closing Adjustment Amount (the “Post-Closing Payment Adjustment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents), (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 such Post-Closing Payment Adjustment 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 shall also set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the Purchasers’ 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement Adjustment Amount. Sellers shall cooperate as reasonably requested by Purchasers in connection with Purchasers’ preparation of the Post-Closing Adjustment Statement. Sellers shall have a period (the “Dispute NoticeReview Period”), setting forth in reasonable detail those items that Seller disputes, the amounts ) of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 60 days from the delivery of the Post-Closing Payment Adjustment Statement to Seller Sellers in order to review such Post-Closing Adjustment Statement and until supporting documents. In connection therewith, from and after the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance Closing Date, Purchasers shall provide Sellers with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to all records and work papers necessary to compute and verify the relevant portions Post- Closing Adjustment Statement. If, as a result 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 paperssuch review, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to Sellers disagree with the Post-Closing Payment Adjustment Statement. If , Sellers shall deliver to Purchasers a written notice of disagreement (a “Dispute Notice”) prior to the parties resolve their differences over expiration of the disputed items in accordance with Review Period setting forth the foregoing procedurebasis for such dispute, the Aggregate Purchase Price and amounts in dispute and, if practicable, Seller’s alternative calculation of the Loan Receivables Post-Closing Adjustment Amount. The Post-Closing Adjustment Amount set forth on the Closing Adjustment Statement shall be final and binding: (i) If Sellers do not deliver a Dispute Notice to Purchasers prior to the amount agreed upon by them. expiration of the Review Period (or they deliver a written notice accepting the Post-Closing Adjustment Statement). (ii) If the parties fail Sellers deliver a Dispute Notice to Purchasers in a timely manner, then Sellers and Purchasers shall attempt in good faith to resolve their differences over the disputed items such dispute 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral such Dispute Notice. If Sellers and no more than 15 days from Purchasers cannot reach agreement within such 30-day period (or such longer period as they may mutually agree), then Sellers or Purchasers may elect to refer such dispute to a nationally or regionally recognized certified public accounting firm as may be jointly selected by Purchasers and Sellers (the final submission of information and testimony by Purchaser and Seller within which “Neutral Accountant”). The parties agree to render its written decision (including a statement cooperate with one another in the engagement of the reasons therefor) with respect Neutral Accountant for such purposes. Each party shall thereupon furnish to the disputed items (Neutral Accountant such reasonable work papers and only with respect other documents and information relating to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses calculation of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on Post-Closing Adjustment Statement as that party may desire or as the one handNeutral Accountant may request, and Seller, on each party will be afforded the other hand, based upon opportunity to present information to the percentage which Neutral Accountant and to discuss the portion determination of the contested amount not awarded to each party bears to Post-Closing Adjustment Statement with the amount actually contested by such party, as determined by the Accounting ArbitratorNeutral Accountant.

Purchase Price Adjustments. If Purchaser makes any repairs, accepts any returns or grants any allowances from and after the Closing Date, in compliance with the return or warranty policy of Seller published by Seller on or prior to the Closing Date, relating to any product produced or sold by Seller on or prior to the Closing Date, Purchaser shall do so as agent of Seller without any liability to Seller or anyone else by so acting, and the costs associated with such returns, repairs or allowances shall be promptly reimbursed by Seller on the Purchase Price Adjustment Date. With respect to any return, the costs associated with such return to be credited to Purchaser shall be equal to the excess of (I) the sum of (a) No later than 75 days following the Closingretail price to be credited to the customer plus (b) any merchant costs associated with crediting the customer, plus (c) any return shipping costs covered or reimbursed (together with (a) and (b) the “Full Retail Cost”) over (II) the Net Inventory Cost for the returned item. For purposes hereof, “Net Inventory Cost” for any returned item shall equal the “cost of goods sold” for that item. The costs of repairs shall be the actual out of pocket costs incurred by Purchaser in making such repair. In the event that Purchaser shall reasonably determine that any items returned are broken, damaged or unable to be sold as new (such items “Damaged Goods”), Seller shall indemnify Purchaser for the Full Retail Cost of such items and upon return of any Damaged Goods to Purchaser, Purchaser shall cause to be prepared and delivered deliver the Damaged Goods to Seller a statement (at Seller’s expense. Notwithstanding anything contained herein or in any Transaction Agreement to the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (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 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 Statementcontrary, Seller shall provide written notice be permitted through the date which is the 30th day following the Purchase Price Adjustment Date (as herein defined) to Purchaser no later than 30 days following receipt of liquidate the Post-Closing Payment Statement (the “Dispute Notice”)Damaged Goods on Odimo’s Ebay clearance site, setting forth in reasonable detail those items provided, that Seller disputesshall not reference Purchaser, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price xxx.xxxxxxxxxxxxxx.xxx, or the components thereof or the 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 WOW Business 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 and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance connection with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by themliquidation of such Damaged Goods. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage use their respective commercially reasonable best efforts to work together on repairs, returns and allowances for all items returned for credit, exchange or repairs. On or before the Accounting Arbitrator to make last day of each month following the Closing Date (or, if such date is not a binding determination as to Business Day, the disputed items in accordance first Business Day thereafter) (each such date, a “Purchase Price Adjustment Date”) continuing until 180 days following the Closing Date, Purchaser shall present Seller with this Agreement. The “Accounting Arbitrator” shall mean such national firm a schedule of independent accountants as may be agreed upon all returns, repairs and allowances that have been transacted by Purchaser hereunder during the immediately preceding month (the “Return and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser Repair Schedule”) and Seller within which shall reimburse Purchaser for any amount amounts owed to render its written decision (including a statement Purchaser under this Section 2.1(b). Notwithstanding the foregoing, Seller shall not be required to reimburse Purchaser for any amounts related to returns or warranty repairs of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting ArbitratorSWI watches.

Purchase Price Adjustments. (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation If Meadowlands' audited Adjusted EBITDA, which shall be twelve times the average monthly EBITDA for the eighteen (18) month trailing period as of the aggregate amount close of business on the Cash EquivalentsClosing Date, is more or less than $726,000 (the "EBITDA Closing Deviation"), there shall be an adjustment to the Purchase Price made by adding or subtracting (as appropriate) $2.00 for each $1.00 of EBITDA Closing Deviation. (ii) Purchaser’s good faith calculation of If Meadowlands' Net Current Assets as disclosed on the Net Working Capital and the resulting amountaudited June 30, if any, by which the Net Working Capital is 2007 balance sheets to be received pursuant to Section 4(c)(i) are more or less than $710,000 (the "Net Current Asset Deviation"), there shall be an adjustment to the Purchase Price which shall be made by adding or greater thansubtracting (as appropriate) Target Working Capital, one dollar for every dollar of Net Current Asset Deviation. (iii) Purchaser’s good faith estimate Any Purchase Price credit for a positive Net Current Asset Deviation shall be evidenced by a promissory note made by Somerset in favor of the Closing IndebtednessSellers, payable in twelve (12) equal monthly installments, without interest, commencing on the first day of the thirteenth month following the closing (the "NCA Note"). The form of the NCA Note is attached hereto and made a part hereof as Exhibit C. Somerset's obligations under the NCA Note shall be included in the Corporate Guaranty and Stock Pledge Agreement. A Purchase Price adjustment for a negative Net Current Asset Deviation shall be treated as a reduction in the then outstanding principal balance of the Convertible Note. The credit shall be applied in the inverse order of principal payments. (iv) Purchaser’s calculation of the Aggregate Any Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-credit for a positive EBITDA 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 Deviation shall be deemed final and conclusive and binding upon all parties. If Seller disputes paid by Buyer to the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth Sellers in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser a single lump sum payment no later than 30 270 days following receipt after the Closing. Such obligation shall be evidenced by a promissory note made by Somerset in favor of the Post-Closing Payment Statement Sellers (the “Dispute Notice”"EBITDA Adjustment Note"), setting forth . The form of EBITDA Adjustment Note is attached hereto and made a part hereof as Exhibit D. Somerset's obligations under the EBITDA Adjustment Note shall be included in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary Corporate Guaranty and Stock Pledge Agreement. Any Purchase Price adjustment for a negative EBITDA Closing Deviation shall be treated as a reduction in Seller’s judgment for the computation then outstanding principal balance of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustmentsConvertible Note. 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 and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables The credit shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth applied in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court inverse order of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitratorprincipal payments.

Purchase Price Adjustments. (a) No later than 75 days following three Business Days prior to the Closinganticipated Closing Date, Purchaser PBI shall cause deliver to be prepared and delivered to Seller the Buyer a statement (the “Post-Closing Payment Statement”) setting forth in reasonable detail PBI’s good-faith estimate of the amount of (i) Purchaser’s good faith calculation of the aggregate amount of the Cash EquivalentsFunded Indebtedness, (ii) Purchaser’s good faith calculation of the Adjusted 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 IndebtednessFree Cash Flow, (iv) Purchaser’s calculation Pension and Retiree Medical Expenses, (v) Separation Expenses and (vi) the Purchase Price calculated taking into account the amounts in clauses (i)-(v) of this Section 2.4(a) (such amount in clause (vi) of this Section 2.4(a), the “Estimated Purchase Price”). (b) No later than 90 days after the Closing Date, the Buyer shall deliver to PBI a statement (the “Final Adjustment Schedule”) showing a computation of each individual component of the Aggregate Purchase Price based on Price, including the foregoing amount of (i) Funded Indebtedness, (ii) Adjusted Net Working Capital, (iii) Free Cash Flow, (iv) Pension and Retiree Medical Expenses and (v) Purchaser’s calculation Separation Expenses, determined in accordance with the principles outlined in Section 2.4(b) of the Loan ReceivablesDisclosure Schedules. If Seller accepts PBI and its Representatives shall have the Post-Closing Payment Statement in writing, or if Seller fails right to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then examine the calculation work papers of the Aggregate Purchase Price accountants and other personnel preparing the Final Adjustment Schedule and the components thereof books and Purchaser’s calculation records of the Loan Receivables as set forth in Companies and their respective Subsidiaries relating to the Post-Closing Payment Statement shall be deemed final Final Adjustment Schedule and conclusive and binding upon all parties. If Seller disputes to discuss the accuracy preparation of the calculation Final Adjustment Schedule with the personnel of the Aggregate Purchase Price or Buyer and the Companies who participated in such preparation and the Buyer shall, and shall cause the Companies to, afford PBI and its representatives such access. (c) If PBI objects to any component thereof item of the Final Adjustment Schedule prepared by the Buyer or the calculation of the Loan Receivables set forth in the Post-Closing Payment StatementPurchase Price, Seller PBI shall provide give written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (Buyer prior to 5:00 p.m., New York time, on the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, 60th day after delivery thereof. PBI shall be deemed to have accepted the amounts of any adjustments that are necessary in Seller’s judgment for Final Adjustment Schedule and the computation of the Aggregate Purchase Price or proposed by the components thereof or Buyer at 5:00 p.m., New York time, on the calculation 60th day after delivery thereof, unless PBI has by then given the Buyer written notice of objection. Any such notice of objection (an “Objection Notice”) shall identify in reasonable detail the Loan Receivables to conform to items and the requirements of this Agreement, amounts in dispute and the basis for its suggested adjustments. During each objection, and the 30-day period following delivery of a Dispute NoticeFinal Adjustment Schedule and the Purchase Price shall be deemed to have been accepted by PBI and shall not be subject to any further dispute, Purchaser and Seller will negotiate review or change, except for the items identified in good faith with a view to resolving their disagreements over the Objection Notice as disputed items. From PBI and the Buyer shall use reasonable efforts to reach agreement with respect to the disputed items within 30 days after the delivery of the Post-Closing Payment Statement to Seller and until Objection Notice (or within such longer period as may be agreed upon in writing by the final determination of the Aggregate Purchase Price parties). (d) If PBI and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail Buyer are unable to resolve their differences over the disputed items any disagreement within such 30-day period, then Purchaser PBI and Seller the Buyer shall forthwith jointly engage Deloitte LLP, or another mutually agreeable independent certified public accounting firm (the Accounting Arbitrator “Independent Accountant”), to resolve the issues from the Objection Notice that remain in dispute. The Independent Accountant’s services and authority to make a binding determination as shall be limited in scope to the disputed items issues and the amounts identified in the Objection Notice. The Independent Accountant shall apply accounting principles, in accordance with this Section 2.4, to the disputed issues, and shall have no authority or power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The “Accounting Arbitrator” PBI and the Buyer shall mean furnish or cause to be furnished to the Independent Accountant such national firm of independent accountants work papers and other documents and information relating to the disputed issues as the Independent Accountant may request and are available to that party or its agents and shall be agreed upon by Purchaser afforded the opportunity to present to the Independent Accountant any material relating to the disputed issues and Sellerto discuss the issues with the Independent Accountant. The Accounting Arbitrator will under parties shall instruct the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which Independent Accountant to render its written decision (including a statement of within 45 days after the reasons therefor) with respect to the disputed items (engagement, and only with respect to any unresolved disputed items set forth in the Dispute Notice), which such decision shall be final and binding upon on the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partyall purposes under this Agreement. The fees and expenses of the Accounting Arbitrator Independent Accountant shall be allocated borne by the Buyer and the Sellers in inverse proportion to be paid by Purchaserthe success of the Buyer, on the one hand, and Sellerthe Sellers, on the other hand, based upon with respect to the percentage which the portion resolution of the contested items in dispute. (e) Upon resolution of the Final Adjustment Schedule in accordance with Section 2.4(c) and Section 2.4(d), the Purchase Price shall be recalculated and the following adjustments made: (i) If the Purchase Price as finally determined under this Section 2.4 is greater than the Estimated Purchase Price, then the Buyer shall pay or cause to be paid the applicable amount not awarded to each party bears of such difference to the Sellers. (ii) If the Purchase Price as finally determined under this Section 2.4 is less than the Estimated Purchase Price, then the Sellers shall pay or cause to be paid to the Buyer the amount actually contested of such difference. (f) Amounts to be paid pursuant to Section 2.4(e) shall be payable within three Business Days of final resolution of the Final Adjustment Schedule pursuant to the provisions of this Section 2.4 by wire transfer of immediately available funds to such party, account as determined may be designated in writing by the Accounting Arbitratorparty entitled to such payment at least two Business Days prior to such payment date. (g) Any amounts to be paid pursuant to Section 2.4(e) shall be deemed to be, and each of the Sellers and the Buyer shall treat such payments as, an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes.

Purchase Price Adjustments. If on the Closing Date, Seller's Total Assets do not exceed Seller's Current Liabilities by $445,213 (a"Target Net Worth"), the Purchase Price shall be decreased or increased in an amount equal to the difference between the Target Net Worth and the actual difference between Total Assets and Current Liabilities. Total Assets shall be defined as: (i) No later than 75 accounts receivable, (ii) work not billed, (iii) prepaid expenses and(iv) fixed assets, equipment and machinery, and computer hardware set forth in Schedule 1.1(a) (valued at $6,000 for the purposes of this section). Current Liabilities shall be defined as those liabilities listed on Schedule 1.3(c). Total Assets and Current Liabilities shall be determined in accordance with GAAP consistently applied. An example of the Purchase Price calculation (using December 31, 2003 balances) is attached as Schedule 1.6. Within forty-five (45) days following after the Closing, Purchaser and Seller shall cause attempt to be prepared reconcile and delivered agree upon Total Assets and Current Liabilities that existed on the Closing Date. If upon reconciliation the Target Net Worth has not been attained, Seller and Purchaser shall jointly notify the Escrow Agent to promptly (within fifteen (15) days) refund to Purchaser in cash an amount equal to the amount of the deficiency. In addition, Seller shall promptly refund to Purchaser the amount of any deficiency that exceeds the Escrowed Amount. If upon reconciliation, the Target Net Worth has been exceeded, Purchaser shall promptly (within fifteen (15) days) deposit into escrowan amount equal to the amount of the excess. If Purchaser and Seller are unable to agree on a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith final calculation of the aggregate amount of difference between Total Assets and Current Liabilities on or before the Cash Equivalents, (ii) Purchaser’s good faith calculation of deadline specified in 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 thereofpreceding paragraph, 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 Arbitrating Accounting Firm shall 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 make 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 thereof. In such case, each of the Aggregate Purchase Price and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage inform the Arbitrating Accounting Arbitrator Firm of their respective calculations of the amounts at issue, and each shall be granted the opportunity to make a binding determination as provide to the disputed items in accordance with this AgreementArbitrating Accounting Firm verbal and written explanations of their respective calculations. The “Arbitrating Accounting Arbitrator” Firm shall mean such national firm be instructed to complete its calculations within thirty (30) days of independent accountants as may be agreed upon by Purchaser and Sellerits engagement. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement determination of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision Arbitrating Accounting Firm shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partyparties. The fees and expenses of the Arbitrating Accounting Arbitrator Firm shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each non-prevailing party bears to the amount actually contested by in any such partydispute, as determined by the Arbitrating Accounting ArbitratorFirm. Any deposit required by the Arbitrating Accounting Firm shall be paid initially by Purchaser, but if Purchaser prevails in such dispute, Seller shall reimburse Purchaser for the deposit. The date for payment of any amounts payable under the preceding paragraph shall be extended if application of the foregoing dispute resolution mechanism extends beyond such date, to the date that is fifteen (15) days following the date of final resolution of such dispute. As of the Closing Date, the Accounts Receivable and Work Not Billed acquired by Purchaser are assumed to be one hundred percent (100%) billable and collectible. Upon acquisition of the Accounts Receivable and Work Not Billed, Purchaser shall for a period of one hundred twenty (120) days after the Closing Date ("Collection Period") make reasonable efforts, in the ordinary course of business, to bill and collect the Accounts Receivable and Work Not Billed. Promptxx xfter completion of the Collection Period, Purchaser shall reassign to Seller or its designee any Accounts Receivable or Work Not Billed (including all relevant records) that it has been unable to collect during the Collection Period. The amount of Accounts Receivable and Work Not Billed reassigned to Seller shall decrease the Purchase Price on a dollar-for-dollar basis and Seller and Purchaser shall jointly notify the Escrow Agent to promptly (within fifteen (15) days) pay such decreased amount to Purchaser. In addition, Seller shall promptly pay to Purchaser any decreased amount that exceeds the Escrowed Amount. If upon completion of the adjustments and the payments described above, there is still a portion of the Escrowed Amount remaining, Seller and Purchaser shall jointly notify the Escrow Agent to promptly (within fifteen (15) days) pay the balance of the Escrowed Amount to Seller.

Purchase Price Adjustments. (a) No The Unadjusted Purchase Price shall be increased at Closing by the Adjustment Amount if the Adjustment Amount is a positive number and the Unadjusted Purchase Price shall be reduced by the absolute value of the Adjustment Amount if the Adjustment Amount is a negative number. Any such increase or decrease to the Unadjusted Purchase Price pursuant to this Agreement shall be made by increasing or decreasing, as applicable, the Cash Purchase Price. (b) Not later than 75 days following five (5) Business Days prior to the ClosingClosing Date and in no event earlier than ten (10) Business Days prior to the Closing Date, Purchaser Sellers shall cause prepare and deliver to be prepared and delivered to Seller Buyer a written preliminary settlement statement (the “Post-Closing Payment Estimated Settlement Statement”) setting forth forth, in reasonable detail and with reasonable supporting documentation, Sellers’ good faith estimates of (i) Purchaser’s good faith calculation of the aggregate amount of the Cash EquivalentsNet Working Capital, (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 CapitalNWC Adjustment Amount, (iii) Purchaserthe Debt of the Company (less Debt of the Company which is paid in full on or prior to the Closing Date), (iv) the Company Transaction Cost Amount, (v) the CapEx Adjustment Amount, (vi) the Cash and Cash Equivalents Amount and (vii) based on the estimates set forth in the foregoing clauses (i)-(vi), the Adjusted Purchase Price (the “Estimated Adjusted Purchase Price”) and Adjustment Amount, in each case, based upon the most recent reasonably ascertainable financial information of the Company, together with applicable wiring instructions for the payment thereof. Within three (3) Business Days after Bxxxx’s receipt of the Estimated Settlement Statement, Buyer shall deliver to Sellers a written report containing all changes that Buyer proposes to be made to the Estimated Settlement Statement, together with the reasonable explanation therefor and with the reasonable supporting documents thereof. Subject to the proviso in the penultimate sentence of this Section 2.3(b), after Sellers’ receipt of such written report of Buyer, Sellers shall consider in good faith any changes that Buyer may have in respect of the items and calculations contained in the Estimated Settlement Statement and as soon as practicable upon mutual agreement in writing between Sellers and Buyer update any such items or calculations (and, in any event, Sellers shall revise the Estimated Settlement Statement to correct any manifest error identified by Buyer to the extent Sellers, acting in good faith, agree with such error) and redeliver, if applicable, to Buyer the Estimated Settlement Statement not later than the Business Day immediately prior to the Closing Date. The Estimated Settlement Statement, as agreed upon in writing by the Parties, shall control for purposes of all payments to be made at Closing; provided that if the Parties do not agree in writing upon any or all of the adjustments set forth in the Estimated Settlement Statement or Buyer fails to timely deliver a written report containing Bxxxx’s proposed changes in accordance with this Section 2.3(b), then the amount of such adjustment or adjustments used to calculate the Adjusted Purchase Price at Closing shall be that amount set forth in the Estimated Settlement Statement originally delivered by Sellers to Buyer pursuant to this Section 2.3(b). Between the period starting from when the Sellers deliver the Estimated Settlement Statement to Buyer until the Closing, Sellers and the Company shall use reasonable efforts to provide to Buyer during normal business hours, and in such a manner as not to unreasonably interfere with the normal business operations of Sellers or the Company, reasonable access to (A) the records of the Company, all documentation and other data, in each case, in possession of the Company and to the extent relating to the preparation of the Estimated Settlement Statement, and (B) each of Sellers’ and the Company’s Chief Executive Officer and Chief Financial Officer, as is reasonably requested by Bxxxx to answer questions from Buyer arising from or related to their review of the Estimated Settlement Statement and the determinations to be contained therein. (i) Not later than the seventy fifth (75th) day following the Closing Date, Buyer shall prepare and deliver to Sellers a written statement (the “Final Settlement Statement”) setting forth, in reasonable detail and with reasonable supporting documentation, Bxxxx’s good faith estimate of the final calculation of (i) the Net Working Capital, (ii) the NWC Adjustment Amount, (iii) the Debt of the Company (less Debt of the Company which was paid in full on or prior to the Closing IndebtednessDate), (iv) Purchaser’s calculation of the Aggregate Purchase Price Company Transaction Cost Amount, (v) the CapEx Adjustment Amount, (vi) the Cash and Cash Equivalents Amount, (vii) 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 estimates set forth in the Post-foregoing clauses (i)-(vi), the Adjusted Purchase Price and Adjustment Amount and (viii) any adjustment necessary to reconcile the Estimated Adjusted Purchase Price to the Adjusted Purchase Price; provided, that, if Buyer fails to deliver to Sellers the Final Settlement Statement within ninety (90) days following the Closing Payment Statement Date, then, in addition to any other rights Sellers may have under Section 11.19, Sellers will have the right to elect that the Estimated Settlement Statement, including the Adjusted Purchase Price set forth therein, shall be deemed final to constitute the Final Settlement Statement, and conclusive absent manifest error shall become final, conclusive, non-appealable and binding upon on the Parties for all partiespurposes of this Agreement. If Seller disputes During the accuracy seventy five (75)-day period following Sellers’ receipt of the calculation Final Settlement Statement (the “Review Period”), Buyer shall provide to Sellers, during normal business hours and in such a manner as not to unreasonably interfere with the normal business operations of Buyer or the Company, reasonable access to (A) the records of the Aggregate Purchase Price or any component thereof or Company, all documentation and other data, in each case, relating to the calculation preparation of the Loan Receivables Final Settlement Statement, and (B) Buyer’s officers, employees, agents and other personnel, in each case, who is responsible for and knowledgeable about the information useful in the preparation of the Final Settlement Statement, as is reasonably requested by Sellers to assist Sellers in their review of the Final Settlement Statement and the determinations to be contained therein. At any time during the Review Period, if Sellers disagree with Buyer’s calculations of the Adjusted Purchase Price, Sellers may deliver to Buyer one or more written reports or supplements thereto containing any changes that Sellers propose be made to the Final Settlement Statement including with respect to information set forth in or omitted to be set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Estimated Settlement Statement (the such written report, an “Dispute Objection Notice”), setting forth in reasonable detail those items the particulars of such disagreement and calculations thereof. If Sellers deliver an Objection Notice to Buyer during the Review Period, any amount, determination or calculation contained in the Final Settlement Statement and not specifically disputed in such Objection Notice shall be final, conclusive, non-appealable and binding on the Parties for all purposes of this Agreement. Sellers shall be deemed to have waived any rights to object to the Final Settlement Statement unless Sellers deliver an Objection Notice to Buyer within the Review Period and, if the Review Period expires without Sellers so delivering an Objection Notice, then the Final Settlement Statement, including the Adjusted Purchase Price set forth therein, absent manifest error, shall become final, conclusive, non-appealable and binding on the Parties for all purposes of this Agreement. (ii) If Sellers deliver an Objection Notice to Buyer during the Review Period, then Buyer and Sellers shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”) and agree on the final Adjusted Purchase Price no later than thirty (30) days after the date on which Sellers delivered such Objection Notice to Buyer. In the event that Seller disputesthe Parties, notwithstanding such good faith efforts, fail to reach agreement within such thirty (30)-day period, the amounts Parties shall within ten (10) days following the end of such thirty (30)-day period jointly engage and refer the unresolved Objections to a nationally-recognized independent accounting firm as Sellers and Buyer shall mutually agree upon at such time in writing or, if Sellers and Buyer fail to agree in writing within such ten (10)-day period, then such other nationally-recognized independent accounting firm appointed by the Houston, Texas office of the American Arbitration Association as requested by Sellers or Buyer; provided, that, if the Houston, Texas office of the American Arbitration Association refuses to appoint such other nationally-recognized independent accounting firm, then an arbitrator appointed by the Houston, Texas office of the American Arbitration Association shall appoint such other nationally-recognized independent accounting firm (such firm that agrees to serve hereunder, the “Accounting Firm”). (iii) Within ten (10) days following the agreement of the Accounting Firm to serve hereunder, each of Buyer and Sellers shall deliver to the other and the Accounting Firm (A) the Estimated Settlement Statement, the Final Settlement Statement, the Objection Notice and such work papers, invoices and other reports and information relating to the unresolved Objections as the Accounting Firm may request and (B) Buyer’s or Sellers’, as applicable, proposed resolution of each Objection (which proposed resolution shall not seek a greater decrease to the Adjusted Purchase Price than the decrease proposed by Buyer in the Final Settlement Statement nor a greater increase to the Adjusted Purchase Price than the increase proposed by Sellers in the Objection Notice) and any materials it wishes to present to justify the resolution it so presents (the foregoing items (A) and (B) together forming Buyer’s or Sellers’, as applicable, “Submission”). Buyer and Sellers shall be afforded the opportunity to discuss the unresolved Objections and the Submissions with the Accounting Firm, and the Accounting Firm shall (x) base its determination of the Adjusted Purchase Price solely on the Submissions of Buyer and Sellers, (y) shall not conduct a formal evidentiary hearing or any independent review, investigation or additional discovery of any adjustments that are necessary form and (z) use only the definitions and other applicable provisions of this Agreement. Buyer and Sellers shall cooperate with the Accounting Firm in Seller’s judgment all reasonable respects, but none of Buyer or the Sellers shall have any substantive ex parte meetings, teleconferences or other correspondence with the Accounting Firm relating to this Section 2.3(c) or this Agreement without providing the other Party or Parties, as applicable, an opportunity to participate, as it is intended for Buyer and Sellers to be included in all meetings, discussions and correspondence with the computation Accounting Firm. The Accounting Firm shall act as an accounting expert only and not as an arbitrator in determining the specific unresolved Objections submitted by Sellers or Buyer in their respective Submissions to the Accounting Firm, and whether and, subject to Section 2.3(c)(iv), to what extent, if any, the Adjusted Purchase Price requires adjustment as a result of the Aggregate Purchase Price resolution of those unresolved Objections; provided, however, that if any of the unresolved Objections relate to the interpretation of the Parties’ legal rights or obligations under this Agreement or the components thereof other Transaction Documents rather than financial or accounting matters pertinent to the calculation of the Loan Receivables Adjusted Purchase Price, such unresolved Objections shall instead be resolved by the Parties in the manner set forth in Sections 11.2, 11.3 and 11.4 (with any dispute as to conform whether an unresolved Objection is legal, financial or accounting-related in nature, to be resolved solely by the Accounting Firm in its capacity as an accounting expert). The Accounting Firm shall agree that prior to its engagement, Buyer and Sellers may have exchanged certain proposals relating to the requirements Objections that were intended solely for purposes of this Agreementfacilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or dispute resolution process, including with respect to the Accounting Firm’s engagement in such dispute. The Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the Objections, and Federal Rules of Evidence Rule 408 shall apply to any subsequent dispute arising from this Section 2.3(c). The Accounting Firm shall be bound by a mutually agreeable confidentiality agreement, which shall preserve the basis for its suggested adjustments. During confidentiality of any proceeding before the 30-day period following delivery of Accounting Firm. (iv) Buyer and Sellers shall use their respective commercially reasonable efforts to cause the Accounting Firm to make 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 determination of the Post-Closing Payment Statement Adjusted Purchase Price as soon as practicable and shall direct the Accounting Firm to Seller and until the deliver a written report containing its final determination of the Aggregate Purchase Price subject matters of the Objections submitted by Bxxxx and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours Sellers to the relevant portions Accounting Firm in any event within thirty (30) days after receipt 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 papersSubmissions, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables which determination shall be the amount agreed upon final, conclusive and binding on Buyer and Sellers, without right of appeal, and be enforceable by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm court of independent accountants as may be agreed upon by Purchaser and Sellercompetent jurisdiction absent manifest error or Fraud. The Accounting Arbitrator will under Firm may not award interest, damages or penalties. In determining the terms proper amount of its engagement have no the Adjusted Purchase Price, the Accounting Firm shall not increase the Adjusted Purchase Price more than 30 days from the date of referral and no increase proposed by Sellers nor decrease the Adjusted Purchase Price more than 15 days from the final submission of information and testimony decrease proposed by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items Buyer, as set forth in their respective Submissions, as applicable. (v) Buyer shall pay a portion of the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator Firm equal to 100% multiplied by a fraction, the numerator of which is the total amount of Objections submitted to the Accounting Firm that are resolved in favor of Sellers (that being the absolute value of the difference between the Accounting Firm’s determination and Buyer’s determination) and the denominator of which is the total amount of Objections submitted to the Accounting Firm (that being the sum total by which Sellers’ determination and Bxxxx’s determination differ from the determination of the Accounting Firm). Sellers shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which pay the portion of the contested amount fees and expenses of the Accounting Firms for which Buyer is not awarded responsible pursuant to each party bears this Section 2.3(c)(v). (d) Within ten (10) days after the earlier of (i) the expiration of the Review Period without delivery of any Objection Notice and (ii) the date on which Sellers and Buyer agree in writing or the Accounting Firm, as applicable, determines the final Adjusted Purchase Price, Sellers or Buyer, as applicable, shall make a true-up payment to the amount actually contested other (in accordance with the following sentence in this Section 2.3(d), so that, after giving effect to such payment, Sellers and Buyer are in the same position they would have been in had payments at the Closing been based on the finally determined Adjusted Purchase Price (without any interest on such true-up payment)). The payment required by such partythe preceding sentence shall be made by wire transfer to the account(s) designated by Buyer or Sellers, as determined by the Accounting Arbitratorapplicable, in immediately available funds.

Purchase Price Adjustments. (a) No later than 75 days following Water and sewer use charges, rent and additional rent, common area maintenance payments, real estate taxes for the then current year, and other utilities and operating expenses agreed to by Buyer, in each case relating to the Property, shall be apportioned as of the Closing Date and the net amount thereof shall be added to or deducted from, as the case may be, the Purchase Price payable by Buyer at the time of Closing. At the time of the Closing, Purchaser the Seller Parties shall cause credit Buyer for any deposits or any prepaid amounts. If the amount of the real estate taxes assessed against the Property is not known at the time of the Closing, or if the Property is assessed together as part of a larger parcel, taxes shall be apportioned on the basis of the taxes assessed for the preceding year (with all land, in the case of the Property assessed as part of a larger parcel, being valued equally), with a reapportionment as soon as the new tax rate and valuation can be ascertained; and, if the taxes which are to be prepared apportioned shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between Buyer and delivered the Seller Parties, provided that no party shall be obligated under this Section 2.05(a) to Seller institute or prosecute proceedings for an abatement unless otherwise agreed. (b) No less than four (4) Business Days prior to the Closing, Parent shall deliver to Buyer a statement certificate (the “PostPre-Closing Payment StatementCertificate”) setting forth (i) PurchaserParent’s best estimate of each amount specified in Section 2.05(a). Buyer shall review such figures with Parent prior to the Closing and Parent shall in good faith calculation of consider and make any appropriate changes that may be requested by Buyer through and including the aggregate day before the Closing Date. The amount of the Cash EquivalentsPurchase Price paid at the Closing shall be adjusted based on such figures agreed to by Parent and Buyer. Not later than sixty (60) days following the Closing Date, (ii) Purchaser’s good faith calculation Buyer shall provide Parent with written notification if it determines that any 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 foregoing amounts were inaccurate as of the Closing IndebtednessDate. In the event that such notice is provided and Parent does not object thereto, (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 Posta true-Closing Payment Statement in writingup payment shall be made by Parent to Buyer, or if Seller fails from Buyer to notify Purchaser of any dispute with respect thereto Parent, as applicable, 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 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 Purchaser no later than 30 days fifteen (15) Business Days following receipt of such notice. In the Postevent Parent objects to Buyer’s calculations hereunder of any post-Closing Payment Statement adjustment to the Purchase Price, Parent shall provide Buyer with written notice thereof with the fifteen (15) Business Day period referenced above. Parent and Buyer shall attempt to resolve any such dispute over the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation amount of the Aggregate adjustment to the Purchase Price or the components thereof or the 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 hereunder 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 and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitratorfaith.

Purchase Price Adjustments. (a) No later than 75 days following At least three (3) Business Days before the scheduled Closing Date, the Company shall prepare and the Company and the Buyer shall jointly finalize (i) the Estimated Closing Balance Sheet and (ii) the Statement of Estimated Closing Liabilities; provided that if any disagreement between the Company and the Buyer as to the Estimated Closing Balance Sheet or the Statement of Estimated Closing Liabilities is not resolved prior to the Closing, Purchaser the Estimated Closing Balance Sheet and the Statement of Estimated Closing Liabilities (as revised to reflect any changes thereto agreed upon by the Company and the Buyer but not any changes thereto that are not agreed upon by such Parties), shall cause to be prepared the Estimated Closing Balance Sheet and delivered to Seller a statement (the “Post-Statement of Estimated Closing Payment Statement”) setting forth Liabilities for purposes hereunder. (i) Purchaser’s good faith calculation of The Purchase Price shall be reduced by the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which of the Net Estimated Working Capital is less than Deficit, or increased by the amount, if any, of the Estimated Working Capital Surplus, in each case as set forth on the Statement of Estimated Closing Liabilities. (or greater thanii) Target Working CapitalThe Purchase Price shall be reduced by the amount, if any, of any unpaid Estimated Closing Indebtedness as reflected on the Statement of Estimated Closing Liabilities. (iii) Purchaser’s good faith estimate The Purchase Price shall be reduced by the amount, if any, of any unpaid Estimated Closing Non-Ordinary Course Liabilities as reflected on the Statement of Estimated Closing Liabilities. (iv) The Purchase Price shall be increased by the amount, if any, of the Estimated Closing Cash as reflected on the Statement of Estimated Closing Liabilities. (v) The adjustments set forth in clauses (i) to (iv) of this Section 1.5(a) shall be referred to herein collectively as the “Estimated Closing Adjustment”. The Estimated Closing Adjustment shall be determined without regard to the limitations set forth in Section 8.5. (b) At least three (3) Business Days before the scheduled Closing Date, the Parties shall jointly prepare and finalize a flow of funds memorandum executed by the Parties (the “Flow of Funds Memorandum”), which sets forth all payments required to be made by or on behalf of all Parties at the Closing, including for each such payment an identification of the payor, the payee, the amount and the wire transfer information, along with a calculation as of the Closing Indebtednessof the amount of the Closing Payment payable to each Member. (c) Within one hundred twenty (120) days following the Closing Date, the Buyer shall cause the Company to prepare and deliver to the Members’ Representative (ivi) Purchaserthe Closing Balance Sheet and (ii) the Statement of Closing Liabilities. The Members’ Representative shall use reasonable efforts to assist the Buyer, at Buyer’s expense, in the preparation of the Statement of Closing Liabilities if reasonably requested by the Buyer. The Closing Working Capital and Post-Closing Adjustment (and components thereof) shall be determined in accordance with GAAP, and, to the extent consistent with GAAP, using the methodology, clarifications and principles set forth in the reference balance sheet set forth on Appendix C (the “Methodology”), subject to the terms of this Section 1.5, and shall take into account the definitions of Indebtedness for Borrowed Money, Non-Ordinary Course Liabilities, and Cash. For the avoidance of doubt, if there is a conflict between GAAP and the Methodology, GAAP will govern. (d) The Members’ Representative shall have a period of forty-five (45) days after receipt of the Closing Balance Sheet and the Statement of Closing Liabilities to notify the Buyer of the Members’ Representative’s election to accept or reject the Buyer’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation amount of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement Adjustment (or any component thereof) in writinga written notice (the “Response Notice”). To the extent reasonably required to complete such review, or if Seller fails as determined by the Members’ Representative in good faith, the Buyer will make available to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of Members’ Representative and its advisors all records and work papers relating to the Aggregate Purchase Price and the components thereof and PurchaserBuyer’s calculation of the Loan Receivables as calculations set forth in the PostStatement of Closing Liabilities that the Members’ Representative and its advisors reasonably request in reviewing the Closing Balance Sheet and Statement of Closing Liabilities, and the Buyer will make available to the Members’ Representative and its advisors and the personnel of the Buyer and the Company Entities involved in the preparation of the Closing Balance Sheet and the Statement of Closing Liabilities subject, in all cases, to the Investigation Procedures. In the case of a rejection, such Response Notice shall set forth the line item on the Statement of Closing Liabilities that it is rejecting, the reasons for such rejection in reasonable detail and the amount of the requested adjustment. In the event that no Response Notice is received by the Buyer during such forty-five (45)-day period, the Statement of Closing Payment Statement Liabilities and any required adjustments resulting therefrom shall be deemed final and conclusive and binding upon all partieson the Members. If Seller disputes In the accuracy of event that the Members’ Representative shall timely deliver a Response Notice rejecting the Buyer’s 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 Purchaser no later than 30 days following receipt amount of the Post-Closing Payment Statement Adjustment, the Buyer and the Members’ Representative shall promptly (and in any event within thirty (30) days following the “Dispute date upon which the Buyer received the Response Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 attempt in good faith with to make a view to resolving their disagreements over the disputed items. From and after the delivery joint determination of the Post-Closing Payment Statement Adjustment and such determination and any required adjustments resulting therefrom shall be deemed final and binding on the Members and the Buyer. (e) In the event that the Members’ Representative and the Buyer shall be unable to Seller and until the final agree upon a joint determination of the Aggregate Purchase Price Post-Closing Adjustment within thirty (30) days following the date upon which the Buyer received the Response Notice, then within fifteen (15) days after the expiration of such thirty (30)-day period, the Buyer and the Loan Receivables Members’ Representative shall engage the Accounting Firm to resolve such dispute. (f) The Accounting Firm shall consider only those matters set forth in the Response Notice upon which the Buyer and the Members’ Representative have disagreed (the “Disputed Items”) and shall be required to resolve the Disputed Items in accordance with the terms and provisions of this Agreement. In connection with the resolution of the Disputed Items by the Accounting Firm: (i) each of the Buyer and the Members’ Representative shall furnish or cause to be furnished to the Accounting Firm only the data, correspondence and other materials it presented to the other party pursuant to this Section 1.5 (including all settlement offers), and no other materials; (ii) the Accounting Firm shall be permitted to ask questions of either party and ask for additional information from either party relating to the Disputed Items; (iii) no ex parte communications with the Accounting Firm shall be initiated by either party; (iv) the Accounting Firm shall only decide the specific Disputed Items and the determination by the Accounting Firm for each Disputed Item shall be equal to one of the values, or within the range between the values, assigned to such Disputed Item by the Buyer and the Members’ Representative in the materials delivered to the Accounting Firm (or if the materials delivered to the Accounting Firm reflect that either party assigned multiple values at various times, such determination by the Accounting Firm shall be equal to one of, or within the range between, the most recent values assigned by the parties); (v) the Accounting Firm shall make its determination for all remaining Disputed Items as of the Closing based on the materials it receives in accordance with this Section 2.6, Seller Agreement and its agents will not pursuant to any independent review; and (vi) the parties shall request that the determination by the Accounting Firm be provided with such reasonable access during normal business hours delivered in a written report to the relevant portions parties within sixty (60) days of the financial books and records submission to the Accounting Firm of the Company Disputed Items, 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon on the parties and enforceable by any court hereto for purposes of competent jurisdictionthis Agreement, absent manifest clerical or mathematical error or Fraud, in each case on the part of the Accounting Firm. The parties agree to execute, if requested by the Accounting Arbitrator Firm, a reasonable engagement letter with the Accounting Firm that shall review such submissions permit the Accounting Firm to engage a law firm, mutually acceptable to the Buyer and base its determination solely on such submissions. In resolving any disputed itemMembers’ Representative, to assist with the interpretation of terms of this Agreement relevant to the Disputed Items, the amount of the Post-Closing Adjustment and the definition of Closing Working Capital, Closing Indebtedness, Closing Non-Ordinary Course Liabilities and Closing Cash. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that the Accounting Arbitrator may Firm shall act as an expert, not assign a value an arbitrator, and neither this Section 1.5(f) nor the determination of the Accounting Firm shall be subject to any item greater than the greatest value for such item claimed by either party relevant state or less than the smallest value for such item claimed by either party. federal arbitration law. (g) The fees and expenses of the Accounting Arbitrator Firm shall be allocated to be paid by Purchaserthe Buyer and/or the Members’ Representative, on the one hand, and Seller, on the other handrespectively, based upon the percentage which the portion of the amount contested amount and not awarded to each party bears to the total amount actually contested by such party, as determined by the Accounting ArbitratorFirm. (h) For purposes hereof, “Working Capital Deficit” shall mean:

Purchase Price Adjustments. (a1) No later than 75 Within 60 days following after the Closing, Purchaser the Seller shall cause prepare and deliver to be prepared and delivered to Seller a statement the Buyer statements (the “Post-Closing Payment each, an "Adjustment Statement”") setting forth which reflect (i) Purchaser’s good faith calculation the number of barrels of petroleum oil inventory at or in connection with the Purchased Assets as of the aggregate amount of the Cash EquivalentsClosing Date, (ii) Purchaser’s good faith calculation of the Net Working Maintenance and Capital Expenditures Amount applicable to the Purchased Assets 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 the Employee Transition Credit for any employees who were expected to become employees of the Buyer for purposes of the Estimated Purchase Price but who did not (the "ETC Adjustment"). For each barrel of fuel oil inventory at or in connection with the Purchased Assets as of the Closing IndebtednessDate less than 1.5 million barrels, (iv) Purchaser’s calculation the Seller shall pay to the Buyer the amount of $15.00. For each barrel of fuel oil inventory at or in connection with the Purchased Assets as of the Aggregate Closing Date in excess of 1.5 million barrels, the Buyer shall pay to the Seller the lesser of (x) $15.00 per barrel or (y) the Seller's actual delivered cost for each such barrel of fuel oil, as reflected on the books of the Seller and assuming the first-in, first-out method of inventory accounting. The aggregate amount of all such per barrel payments is the "Oil Inventory Adjustment Amount." The Maintenance and Capital Expenditures Amount, the Oil Inventory Adjustment Amount (if positive) and the ETC Adjustment shall be additions to the Purchase Price based on and the foregoing Oil Inventory Adjustment Amount, if negative, shall be a subtraction from the Purchase Price. The Oil Inventory Adjustment Amount, the Maintenance and (v) Purchaser’s calculation of Capital Expenditures Amount and the Loan Receivables. If ETC Adjustment are referred to collectively as the "Adjustment Amount." Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Seller accepts the Post-Closing Payment Statement has historically used in writing, or if Seller fails to notify Purchaser of any dispute connection with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price items reflected on such Adjustment. The Buyer agrees to cooperate with the Seller in connection with the preparation of each Adjustment Statement and the components thereof related information, and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this AgreementSeller such books, records, 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 and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants information as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days reasonably requested from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which time to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitratortime.

Purchase Price Adjustments. (a) No later than 75 days following The Statement of Closing Date Receivables shall be deemed final for the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (purposes of this Section 2.4 upon the “Post-Closing Payment Statement”) setting forth earliest of (i) the failure of Seller to notify Purchaser of a dispute within 15 Business Days of Purchaser’s good faith calculation 's delivery of the aggregate amount Statement of the Cash EquivalentsClosing Date Receivables to Seller, (ii) Purchaser’s good faith calculation the resolution of all disputes, pursuant to Section 2.4(b), by Seller and Purchaser and (iii) the resolution of all disputes, pursuant to Section 2.4(b), by the Independent Accounting Firm. Within three Business Days of the Net Working Capital Statement of Closing Date Receivables being deemed final, Purchase Price adjustments shall be made as follows: (I) In the event that the Target Closing Receivables is at least $25 million greater than the Closing Date Receivables reflected on the Statement of Closing Date Receivables, then the Purchase Price shall be adjusted downward in an amount (the "Receivables Downward Adjustment Amount") equal to the product of (x) 0.30 multiplied by (y) the difference between the Target Closing Receivables minus $25 million and the resulting amount, Closing Date Receivables; provided that no adjustment to the Purchase Price shall be made pursuant to this Section 2.4(c)(I) if any, by which the Net Working Capital difference between the Target Closing Receivables and the Closing Date Receivables is less than $25 million. Seller shall pay the Receivables Downward Adjustment Amount, if applicable, to Purchaser in cash by wire transfer of immediately available federal funds to such bank account(s) as shall be designated in writing by Purchaser to Seller within one (or greater than1) Target Working Capital, (iii) Purchaser’s good faith estimate Business Day of the Statement of Closing Indebtedness, Date Receivables being deemed final. (ivII) Purchaser’s calculation of In the Aggregate Purchase Price based event that the Closing Date Receivables reflected on the foregoing and (v) Purchaser’s calculation Statement of Closing Date Receivables is at least $25 million greater than the Loan Target Closing 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 Purchase Price shall be adjusted upward in an amount (the "Receivables Upward Adjustment Amount") equal to the product of (x) 0.30 multiplied by (y) the difference between the Closing Date Receivables minus $25 million and the Target Closing Receivables; provided that no adjustment to the Purchase Price shall be made pursuant to this Section 2.4(c)(II) if the difference between the Closing Date Receivables and the Target Closing Receivables is less than $25 million. Purchaser shall pay the Receivables Upward Adjustment Amount, if applicable, to Seller in cash by wire transfer of immediately available federal funds to such bank account(s) as shall be designated in writing by Seller to Purchaser within one (1) Business Day of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation Statement of the Loan Closing Date Receivables as set forth in the Post-Closing Payment Statement shall be being 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitratorfinal.

Purchase Price Adjustments. (a) No later than 75 days Within five Business Days after the Final Closing Statement becomes final and binding in accordance with the last sentence of Section 2.06(g): (i) Purchaser shall cause the U.S. Branch to pay to USIC the Final USIC Coinsurance True-Up Amount, if positive; or Seller shall cause USIC to pay into the USIC Trust Account the absolute value of the Final USIC Coinsurance True-Up Amount, if negative, in each case by wire transfer of immediately available funds; and (ii) Purchaser shall cause SLHIC to pay to USLICONY the Final USLICONY Coinsurance True-Up Amount, if positive; or Seller shall cause USLICONY to pay into the USLICONY Trust Account the absolute value of the Final USLICONY Coinsurance True-Up Amount, if negative, in each case by wire transfer of immediately available funds. (b) The following adjustments will be made with respect to the portions of the Purchase Price that are subject to adjustment based on the amounts set forth on or calculated from the Final Closing Statement: (i) if the Final USIC Adjustment Amount is a positive number, Purchaser shall pay (or cause one or more of its Affiliates to pay) such Final USIC Adjustment Amount to USIC; (ii) if the Final USIC Adjustment Amount is a negative number, USIC shall pay the absolute value of such Final USIC Adjustment Amount to Purchaser; (iii) if the Final Seller Adjustment Amount is a positive number, Purchaser shall pay (or cause one or more of its Affiliates to pay) such Final Seller Adjustment Amount to Seller; and (iv) if the Final Seller Adjustment Amount is a negative number, Seller shall pay the absolute value of such Final Seller Adjustment Amount to Purchaser. Payment of any amounts required to be paid under this Section 2.07(b) shall be made within five Business Days after the date on which the Final Closing Statement becomes final and binding in accordance with the last sentence of Section 2.06(g) by wire transfer of immediately available funds. (c) Between the date hereof and the Closing Date, Seller and Purchaser shall cooperate, work together in good faith and use their respective reasonable best efforts to cause at least one of the Initial Conditions to be satisfied as of the Closing. Notwithstanding the foregoing: (i) if, as of the Closing, none of the Initial Conditions has been satisfied, then the USIC Ceding Commission payable at the Closing pursuant to Section 2.04(a)(i) shall be reduced by the USIC Ceding Commission Adjustment Amount and the USLICONY Ceding Commission payable at the Closing pursuant to Section 2.04(a)(ii) shall be reduced by the USLICONY Ceding Commission Adjustment Amount (for the avoidance of doubt, neither the USIC Ceding Commission nor the USLICONY Ceding Commission will be adjusted pursuant to this Section 2.07(c)(i) if any of the Initial Conditions has been satisfied as of the Closing); and (ii) if (A) the USIC Ceding Commission and the USLICONY Ceding Commissions were adjusted pursuant to clause (i) of this Section 2.07(c) and (B) either of the Secondary Conditions is satisfied on or prior to the Specified Date, then concurrently with the execution of the Specified Extension (with respect to the Secondary Condition relating to a Specified Extension) or within five Business Days following the ClosingSpecified Date (with respect to the Secondary Condition that by its nature is required to be satisfied on the Specified Date), Purchaser shall cause U.S. Branch to pay the USIC Ceding Commission Adjustment Amount to USIC, and shall cause SLHIC to pay the USLICONY Ceding Commission Adjustment Amount to USLICONY, in each case in cash by wire transfer of immediately available funds to the accounts designated by Seller; provided that: (x) in no event will the USIC Adjustment Amount or the USLICONY Adjustment Amount be prepared paid more than once pursuant to Section 2.07(c)(ii); and delivered (y) in the event that an Initial Condition or a Secondary Condition is satisfied with respect to Seller a statement business assumed by one Ceding Company but not the other, the adjustment or payment contemplated by this Section 2.07 shall apply with respect to the applicable Ceding Company with respect to which such Initial Condition or Secondary Condition has been satisfied notwithstanding the fact that it has not been satisfied with respect to the other; and (iii) if (A) the “Post-Closing Payment Statement”) setting forth USIC Ceding Commission or the USLICONY Ceding Commission was adjusted pursuant to clause (i) Purchaser’s good faith calculation of this Section 2.07(c); and (B) the Specified Person has delivered a notice of the type described in clause (b) of the definition of “Secondary Conditions” that has not, as of the applicable payment dates specified below, been withdrawn or rescinded with respect to the business reinsured by such Ceding Company from the Specified Person, then on each of the first, second and third anniversaries of the Closing Date, the U.S. Branch shall pay the USIC Partial Adjustment Amount to USIC, and SLHIC shall pay the USLICONY Partial Adjustment Amount to USLICONY, as applicable, in each case in cash by wire transfer of immediately available funds to the accounts designated by such applicable Ceding Company; provided that, if either of the Secondary Conditions is satisfied after any such payment has been made, then, within five Business Days after the satisfaction of such condition, (x) Purchaser shall cause the U.S. Branch to pay to USIC an amount equal to (I) the product of the USIC Ceding Commission Adjustment Amount and the applicable Reinsurance Factor as of such applicable anniversary date less (II) the aggregate amount of such previous payments made to USIC pursuant to this Section 2.07(c)(iii), and Purchaser will thereafter have no further obligation to cause the Cash EquivalentsU.S. Branch to make any payments to USIC pursuant to this Section 2.07(c)(iii), and (iiy) Purchaser’s good faith calculation Purchaser shall cause SLHIC to pay to USLICONY an amount equal to (I) the product of the Net Working Capital USLICONY Ceding Commission Adjustment Amount and the resulting amount, if any, by which applicable Reinsurance Factor as of such applicable anniversary date less (II) the Net Working Capital is less than (or greater thanaggregate amount of such previous payments made to USLICONY pursuant to this Section 2.07(c)(iii) Target Working Capital, (iii) Purchaser’s good faith estimate and Purchaser will thereafter have no further obligation to cause SLHIC to make any payments to USLICONY pursuant to this Section 2.07(c)(iii). In the event that the Initial Conditions are not satisfied as of the Closing Indebtednesswith respect to either Ceding Company and the USIC Ceding Commission or USLICONY Ceding Commission is reduced as contemplated above, then following the Closing and until the Specified Date, (ivA) Purchaser’s calculation Purchaser shall continue to use reasonable best efforts to, and Seller shall cooperate with Purchaser to, cause at least one of the Aggregate Purchase Price based on the foregoing Secondary Conditions to be satisfied and (vB) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writingPurchaser shall, or if Seller fails and shall cause its Affiliates (including each Transferred Company that is a party 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 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Specified Administration Agreement, and the basis for its suggested adjustments. During Purchaser Insurers, acting in their respective capacities under the 30-day period following delivery Administrative Services Agreements) to use reasonable best efforts to perform and comply with the obligations 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 AEB Companies (including the Transferred Companies after the delivery Closing) under the Specified Agreements. Notwithstanding anything to the contrary in this letter agreement, in no event will any Person be obligated to make any payment, whether to the Specified Person, any of its Affiliates, or otherwise, in connection with the obligations set forth herein, other than obligations arising under the express terms of the Post-Closing Payment Statement to Seller and until Specified Agreements, the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will responsibility for which shall be provided with such reasonable access during normal business hours to the 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. If the parties resolve their differences over the disputed items determined in accordance with the foregoing procedureTransaction Agreements. Subject to the foregoing, in the event of any payment to the Specified Person or any of its Affiliates, or any change in monetary terms in any replacement or extension of any of the Specified Agreements that is adverse to the reinsurer thereunder or the applicable Transferred Company that is a party thereto (as the case may be), in connection with obtaining the satisfaction of any Initial Condition or any Specified Extension, the Aggregate Purchase Price amount of such payment, or the fair value of the economic cost of such change in terms, shall be borne 50% by the Purchaser Insurers and 50% by USIC and USLICONY; provided, that (x) the maximum aggregate liability of Seller and its Affiliates under this paragraph will not exceed the sum of the USIC Ceding Commission Adjustment Amount and the Loan Receivables USLICONY Ceding Commission Adjustment Amount and (y) the fair value of the economic cost of such change in terms shall be determined by mutual agreement of Purchaser and Seller, each of which shall act reasonably and in good faith in the amount agreed upon by them. If determination and negotiation of such fair value; provided further that, if the parties fail are unable to resolve their differences over agree on such fair value, the disputed items within parties shall submit the dispute to a nationally recognized independent third party valuation firm that is reasonably acceptable to both parties to determine such 30-day periodfair value. In the event that any such dispute is submitted to an independent third party valuation firm pursuant to the previous sentence, then each of Purchaser and Seller shall forthwith jointly engage promptly submit to such firm a written report setting forth its proposed determination of such fair value, such firm shall adopt one of such proposals as the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean fair value of such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items economic cost (and only with respect to may not select or require any unresolved disputed items set forth in the Dispute Noticealternative proposal or valuation), which and such decision shall be final and binding upon on the parties and enforceable by any court of competent jurisdictionfor all purposes hereunder. The Accounting Arbitrator adjustments to the USIC Ceding Commission and the USLICONY Ceding Commission described in this Section 2.07 shall review such submissions and base its determination solely on such submissions. In resolving any disputed itembe reflected in the Purchase Price for all Tax purposes, the Accounting Arbitrator may not assign a value to any item greater than the greatest value including for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses purposes of the Accounting Arbitrator shall be allocated to be paid allocation contemplated by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting ArbitratorSection 7.01.

Purchase Price Adjustments. (a) No later than 75 days following Seller and Buyer have agreed to a preliminary settlement statement in substantially the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement form attached hereto as Exhibit A (the “Post-Closing Payment Estimated Settlement Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (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 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the estimated calculation of the Loan Receivables to conform to Adjustment Amount (such estimated amount, 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 and the Loan 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 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“Estimated Adjustment Amount”) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items determined in accordance with the foregoing procedureAccounting Principles, together with applicable wiring instructions. The Estimated Adjustment Amount was used for purposes of calculating the Purchase Price delivered at Closing, including the Closing Amount, and shall be subject to further adjustment pursuant to the provisions of Section 2.3(b). The Purchase Price as paid to Seller at the Closing pursuant to this Section 2.3(a) shall be referred to as the “Closing Purchase Price”. (b) Not later than the sixtieth (60th) day following the Closing Date, Buyer shall prepare and deliver to Seller a statement in substantially the form attached hereto as Exhibit A and (c) Within ten (10) days after the Final Settlement Date, (i) if the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then Buyer will pay to Seller the difference in Dollars between the Final Adjustment Amount and the Estimated Adjustment Amount and (ii) if the Final Adjustment Amount is less than the Estimated Adjustment Amount, then Seller will pay to Buyer the deficit by which the Final Adjustment Amount is less than the Estimated Adjustment Amount. The payment required by the preceding sentence shall be made by wire transfer in immediately available funds to the account or accounts designated in writing by the applicable Party within five (5) Business Days of the Final Settlement Date. (d) If Buyer does not deliver the Final Settlement Statement within sixty (60) days after the Closing Date, the Aggregate Purchase Price Estimated Settlement Statement shall be deemed to be the Final Settlement Statement for all purposes under this Agreement and the Loan Receivables Parties shall be deemed to have waived any and all objection rights in connection therewith unless Seller, in its sole discretion, on the amount agreed upon by them. If sixty-first (61tst) day after Closing notifies the parties fail Buyer that it elects to resolve their differences over the disputed items within such 30-day periodprepare and deliver a draft Final Settlement Statement, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with the guidelines agreed by the Parties in this Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser Section 2.3, and Seller. The Accounting Arbitrator will under delivers the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which same to render its written decision (including a statement of the reasons therefor) with respect Buyer on or prior to the disputed items ninetieth (and only with respect 90th) day after the Closing Date, and, in such case, Seller’s objection rights under this Section 2.3 shall apply to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting ArbitratorBuyer mutatis mutandis.

Purchase Price Adjustments. (a) The Purchase Price will be adjusted as follows to reflect the allocation of expenses and revenues attributable to the Property as of the Effective Time such that Seller shall bear all expenses and receive all the proceeds related to the Property before the Effective Time and Buyer shall bear all expenses and receive all the proceeds related to the Property after the Effective Time. No later less than 75 days following the one day before Closing, Purchaser shall cause to Seller will submit for Buyer’s review and approval a preliminary settlement statement identifying estimates of all such adjustments. A. The Purchase Price will be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth adjusted upward by: (i) Purchaser’s good faith calculation all proceeds attributable to the operation of the aggregate amount of Property not yet received by Seller to the Cash Equivalents, extent they are attributable to times before the Effective Time; (ii) Purchaser’s good faith calculation all operating and capital expenses actually paid by Seller with respect to the operation of the Net Working Capital and Property after the resulting amount, if any, by which Effective Time (but specifically excluding all portions of capital expenses incurred prior to the Net Working Capital is less than (or greater thanEffective Time) Target Working Capitaland, (iii) Purchaser’s good faith estimate any property taxes and excise, severance and other taxes attributable to the Property or on or measured by the production therefrom (collectively “Production Taxes”) paid by Seller, to the extent relating to times on and after the Effective Time, based upon the assessment rates for the most recent calendar year or other time period then available. B. The Purchase Price will be adjusted downward by: (i) all proceeds attributable to the operation of the Closing IndebtednessProperty received by Seller to the extent they are attributable to times after the Effective Time; and (ii) any Production Taxes paid by Buyer, (iv) Purchaserto the extent relating to times prior to the Effective Time, based upon the assessment rates for the most recent calendar year or other time period then available; and, any other decreases in the Purchase Price pursuant to Section 9 below. Within 90 days after Closing, Seller will provide a final settlement statement for Buyer’s review and approval containing a final calculation of the Aggregate adjustments to the Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan ReceivablesPrice. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser Buyer does not submit a notice of any dispute disagreement with respect thereto to such adjustments within 30 15 days following after 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 such adjustments shall be deemed become final and conclusive and binding upon all partiesbinding. If Seller disputes the accuracy Buyer submits a notice 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 disagreement with respect to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputessuch adjustments within such 15 day period, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 parties shall 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 and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with resolve such reasonable access during normal business hours to the 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) disagreement as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statementsoon as possible. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Adjusted Purchase Price and is greater than the Loan Receivables Purchase Price, then Buyer shall be pay the amount agreed upon by themwhich the Adjusted Purchase Price exceeds the Purchase Price to Seller. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item Purchase Price is greater than the greatest value for such item claimed Adjusted Purchase Price, then Seller shall pay the amount by which the Purchase Price exceeds the Adjusted Purchase Price to Seller. Such payment shall be made within 10 days after the parties agree upon the Adjusted Purchase Price by wire transfer of immediately available funds. Notwithstanding the foregoing, if either party or less than receives revenues that belong to the smallest value for such item claimed by other party based on an Effective Time allocation, the receiving party will promptly remit those revenues to the other party, and if either party pays an expense that is the responsibility of the other party based on the Effective Time allocation described above, the party on whose behalf the expenses were paid agrees to promptly reimburse the other party. The fees Without limiting the foregoing, Seller shall file all returns and expenses of the Accounting Arbitrator shall be allocated pay all Production Taxes relating to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears times prior to the amount actually contested by such party, as determined by the Accounting ArbitratorEffective Time.

Purchase Price Adjustments. (a) No later than 75 days following On November 1st of each Contract Year, Seller may, at its option, adjust the Closing, Purchaser shall cause Purchase Price for each Product to be prepared and delivered effective for the following Contract Year to Seller a statement (reflect Seller's actual increases or decreases over the “Post-Closing Payment Statement”) setting forth previous year as follows: (i) Purchaser’s good faith calculation of Value Added may be adjusted to reflect Seller's actual increases or decreases in operational costs at Standard Factory Cost, versus the aggregate amount of previous year, subject to a cap based on the Cash Equivalents, most recent available PPI. (ii) Purchaser’s good faith calculation Materials may be adjusted to reflect Seller's projected increases or decreases in Standard Factory Cost for the materials for the coming year. Because this is a projection of the Net Working Capital and the resulting amountanticipated market prices, if any, by which Seller elects to adjust 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 upon changes in the foregoing cost of materials, Seller will calculate the variance between projected and (v) Purchaser’s calculation actual purchase price for purchased materials used in the production of Product at the completion of the Loan Receivablesapplicable Contract Year and will issue a debit to Buyer (for the amount by which actual costs of materials exceeded projected cost of materials) or credit to Buyer (for the amount by which projected cost of materials exceeded actual costs of materials) within three (3) months after the end of such Contract Year. If Seller accepts Adjustments to 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 based upon changes in the Post-Closing Payment Statement costs of materials shall not be deemed final and conclusive and binding upon all partiessubject to a cap based on PPI. 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 Buyer with written notice to Purchaser no later than 30 days following of any change in the Purchase Price within ten (10) Business Days after November 1st of each Contract Year. Within ten (10) Business Days after receipt of any such written notice, Buyer shall have the Post-Closing Payment Statement (right, during normal business hours and at Buyer's expense, to have an independent certified public accountant, selected by Buyer and reasonably acceptable to Seller, audit the “Dispute Notice”)change in the Purchase Price; provided, setting forth however, that such independent certified public accountant executes a customary confidentiality agreement with Seller with respect to the information received in reasonable detail those items connection with such audit. Seller shall, at its expense, reasonably cooperate with Buyer and the independent auditor with respect to any such audit. Such independent auditor shall provide its findings to both Parties, at which point, in the event that Seller disputes, the amounts of and Buyer disagree as to any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate such Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreementchange based upon such independent auditor's report, Seller and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will Buyer shall negotiate in good faith with to attempt to reach a view to resolving their disagreements over the disputed items. From and after the delivery resolution of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitratordisagreement.

Purchase Price Adjustments. On the COD Payment Date (or on the date set forth in Section 2.2(b), if applicable) for each Designated Company Interest, the Base Purchase Price shall be adjusted as follows: (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Seller and Purchaser shall agree on the final installed Project Nameplate Capacity for each applicable Project, as confirmed in writing by an independent engineer satisfactory to Seller and Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) PurchaserAnnex 1A and Annex 1B shall be updated to reflect such final installed Project Nameplate Capacity, and (iii) the Base Purchase Price shall be re-calculated using such final installed Project Nameplate Capacity prior to calculating the COD Payment Amount; provided that (x) any such adjustment shall be made in a manner that preserves an AC/DC ratio of 1.0:1.2, and (y) the Base Purchase Price shall not under any circumstances be adjusted upward for any change in the Project Nameplate Capacity if there is no corresponding change per watt in such Project’s good faith calculation of alternating-current nameplate capacity. (b) If, and only if: (i) the Net Working Capital Utility issues a “community solar” or similar program and the resulting amountsubject Company’s Project has received an award into such program, if any, by which the Net Working Capital (ii) such Project is less than (or greater than) Target Working Capital100% subscribed with subscribers who are at least investment grade, (iii) Purchasersuch Project’s good faith estimate subscription agreements provide for a contract price of the Closing Indebtednessat least $0.11/kWh and a contract term of at least twenty years, and (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchasersubscriber acquisition costs for such Project’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 thereofsubscribers did not exceed $0.02/kWh, then the calculation of the Aggregate Base Purchase Price and used to calculate the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing COD Payment Statement shall 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment Amount for the computation of the Aggregate Purchase Price or the components thereof or the 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 and the Loan Receivables in accordance with this such Company Interests on such date calculated under Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the 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 papers2.3(a) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. Community Solar Purchase Price. (c) If the parties fail to resolve their differences over Final Interconnection Cost Rate for the disputed items within subject Company’s Project is higher or lower than the Assumed Interconnection Cost Rate for such 30Project, the NTP Payment Amount and, if necessary, the COD Payment Amount for such Company Interests shall be adjusted upward or downward, as applicable, on a dollar-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as for-dollar basis to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by extent necessary to either compensate Seller or reimburse Purchaser for the discrepancy between the Final Interconnection Cost Rate and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting ArbitratorAssumed Interconnection Cost Rate.

Purchase Price Adjustments. The purchase price is based upon the Corporation having Net Working Capital of zero and a liability for unearned or deferred revenue, as such amounts are determined in accordance with generally accepted accounting principles (a"Unearned Revenue") No of zero at Closing. To the extent Corporation's Net Working Capital at Closing is less than or greater than zero and to the extent Corporation's aggregate liability for Unearned Revenue at Closing is greater than zero, the Purchase Price will be adjusted as follows: (i) the Purchase Price shall be increased dollar for dollar to the extent Net Working Capital is greater than zero and decreased dollar for dollar to the extent Net Working Capital is less than zero; and (ii) the Purchase Price shall be decreased by an amount equal to fifty percent (50%) of the aggregate Unearned Revenue. The adjustment to the Purchase Price required by this subsection (b)(i), if any (the "Purchase Price Adjustment"), shall be estimated by Corporation, in consultation with the Purchaser, as of Closing and adjusted following the Closing in accordance with subsections (ii) and (iii) below. The Purchase Price Adjustment shall be estimated as of the Closing ("Interim Purchase Price Adjustment") based upon a balance sheet of the Corporation as of November 30, 2005 to be prepared by the Purchaser and Corporation jointly as set forth herein (the "Interim Balance Sheet") and delivered to Purchaser not later than 75 December 15, 2005. The Corporation shall prepare the Interim Balance Sheet in accordance with accounting principles consistently applied with prior periods of the Corporation based upon the Business Books and Records and shall prepare an Interim Purchase Price Adjustment based on such Interim Balance Sheet. Purchaser (and its certified public accountant) shall have the right to participate in the preparation of the Interim Balance Sheet and Interim Purchase Price Adjustment and to review fully all work papers and audit procedures relating thereto in order to confirm that the Interim Balance Sheet and Interim Purchase Price Adjustment have been prepared in accordance with this subsection (b)(ii). Within ninety (90) days following the Closing, Purchaser (and its certified public accountant) shall cause prepare and provide to Seller an audited balance sheet of Corporation as of the Closing Date (the "Closing Balance Sheet") which balance sheet shall be prepared in accordance with generally accepted accounting principles and delivered consistent with prior periods of Corporation (to the extent such consistency and periods do not conflict with generally accepted accounting principles) and shall prepare and provide to Seller a statement final Purchase Price Adjustment (the “Post-"Final Purchase Price Adjustment") based on such Closing Payment Statement”Balance Sheet. In connection therewith Purchaser shall also prepare and provide to Seller a schedule showing the difference between the Interim Purchase Price Adjustment and the Final Purchase Price Adjustment and any amounts due to or due from Purchaser as a result of such difference. If the Seller disputes such proposed adjustment, the Seller shall, within ten (10) setting forth (i) days following the effective date of Purchaser’s 's notice, give Purchaser written notice that such adjustment is disputed and its basis therefor. Thereafter, the Seller and Purchaser shall negotiate in good faith calculation to resolve such dispute. If, after a period of thirty (30) days following the aggregate amount date on which the Purchaser gives the Seller written notice of the Cash Equivalentsany proposed adjustment, (ii) Purchaser’s good faith calculation of the Net Working Capital such adjustment still remains disputed, Purchaser and the resulting amountSeller will jointly engage a nationally-recognized accounting firm mutually satisfactory to the Purchaser and the Seller or, if anythey cannot agree, an independent accounting firm of 200 or more accountants chosen by which the Net Working Capital is less than lot (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate with each 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 Seller having the right to select two of such firms (which cannot be the auditor for either Purchaser or Corporation) and Purchaser’s calculation of to strike one such firm chosen by the Loan Receivables as set forth in the Post-Closing Payment Statement shall 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement other party) (the “Dispute Notice”), setting forth "Independent Accountant") to resolve such dispute regarding such adjustment in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of accordance with this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery decision 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 and the Loan 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 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon on the parties and enforceable hereto. Payment required by any court post-closing adjustment to the Interim Purchase Price Adjustment pursuant to this subsection (b)(iii) shall be tendered in cash in immediately available funds within three (3) business days after the earlier of competent jurisdictionthe agreement of the parties on the amount thereof or a written notice of any resolution of such amount has been given by the Independent Accountant to the parties hereunder. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The All fees and expenses of the Accounting Arbitrator Independent Accountant incurred in connection with such resolution shall be allocated shared equally between the parties. Purchase Price Refund. The parties hereto acknowledge that the continued efforts of Shareholder are essential to be paid the success of the Business and, in the absence of Shareholder's continuing to work for the Business following Closing, the Business would have less value and the Purchase Price would have been smaller. In accordance with such acknowledgement and to assure Purchaser receives the benefit of the bargain, the parties agree that if the Shareholder's employment with the Purchaser is terminated prior to October 31, 2006 either (i) by PurchaserPurchaser With Cause (as defined in the Employment Agreement), and the act or omission giving rise to the termination has a substantial adverse affect on the one handBusiness or Purchaser or (ii) by Shareholder without Good Reason (as defined in the Employment Agreement), and Seller, on the other hand, based upon the percentage which the Seller will refund to Purchaser a portion of the contested Purchase Price as in Section 1.03(c)(ii) below. Any payment due pursuant to this provision shall be due and payable in immediately available funds on the third business day following the date Purchaser designates as the separation date terminating Shareholder's employment. If the separation date occurs on or prior to January 31, 2006, then Seller shall refund one million dollars ($1,000,000). Thereafter the refund amount not awarded to shall reduce by one hundred eleven thousand dollars ($111,000) on February 1, 2006 and an additional one hundred eleven thousand ($111,000) on the first day of each party bears to the amount actually contested by such partycalendar month thereafter. Each monthly amount, as determined by the Accounting Arbitratorso calculated, shall be effective for a termination having a separation date occurring within that month.

Purchase Price Adjustments. (a) No later than 75 days following With respect to all Agreed Title Defects, a Purchase Price adjustment shall be made under Section 3.3 by reducing the Closing, Purchaser shall cause Purchase Price by the aggregate of all Title Defect Amounts attributable to be prepared such Agreed Title Defects (as finally determined pursuant to this Article 8) but only if and delivered to Seller a statement the extent that (x) the “Post-Closing Payment Statement”) setting forth sum of (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, all Title Defect Amounts attributable to such Agreed Title Defects and (ii) Purchaser’s good faith calculation all Environmental Defect Amounts for which Buyer is entitled to an adjustment to the Purchase Price pursuant to Article 9 exceeds (y) the Defect Deductible, and then only to the extent of such excess, it being understood and agreed that the Title Defect Amounts of all Agreed Title Defects shall be applied first to the Defect Deductible until (A) the Title Defect Amounts of all Agreed Title Defects and all Environmental Defect Amounts for which Buyer is entitled to an adjustment to the Purchase Price pursuant to Article 9, in each case, that have been applied to the Defect Deductible, equals (B) the Defect Deductible. With respect to all Agreed Title Benefits, a Purchase Price adjustment shall be made under Section 3.2 only by offsetting any decreases to the Purchase Price resulting from Agreed Title Defects by the aggregate of the Net Working Capital and Title Benefit Amounts attributable to such Agreed Title Benefits (as finally determined pursuant to this Article 8). Notwithstanding anything to the resulting amountcontrary in this Article 8, the aggregate adjustment to the Purchase Price made in respect of Agreed Title Benefits, if any, by which shall not exceed the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate aggregate of any adjustment to 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 writingmade pursuant to this Article 8, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days to Agreed Title Defects. (b) Notwithstanding Section 8.5(a), if, following receipt thereof, then the calculation of the Aggregate time at which all Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 and the Loan 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 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. If the parties resolve their differences over the disputed items have been finally effected in accordance with the foregoing procedureterms of Article 3, (i) the Aggregate Defect Referee determines (or the Parties otherwise agree) that any Agreed Title Defect or Agreed Title Benefit exists and/or that a particular Title Defect Amount or Title Benefit Amount is attributable to a particular Agreed Title Defect or Agreed Title Benefit, and (ii) based on such determination or agreement, a Purchase Price adjustment would have been effected in connection therewith as and to the Loan Receivables extent provided pursuant to Section 8.5(a), then (x) if the Purchase Price would have been increased as a result thereof, Buyer shall pay to Seller the amount of such increase, (y) if the Purchase Price would have been decreased as a result thereof, Seller shall pay to Buyer the amount of such reduction, and (z) any such payment shall be made within ten (10) days after the amount agreed upon by them. If Defect Referee provides notice of such determination or the parties fail Parties come 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitratoran agreement.

Purchase Price Adjustments. 2.1 If any EMEA Seller is designated as a Restricted Seller pursuant to Clause 7 (aInsolvency Proceedings) No later than 75 days following or paragraph 6 of Schedule 6 (Employees), the ClosingPurchase Price including the Cash Purchase Price shall be decreased (each a “Downwards Adjustment”) by an amount equal to the Net Market Value of the Removed Assets and/or Removed Liabilities of such Restricted Seller, PROVIDED HOWEVER that if the Net Market Value is negative, the Downward Adjustment shall be zero. 2.2 The EMEA Downwards Adjustment shall be the sum of the Downward Adjustments for each Restricted Seller as calculated in accordance with paragraph 2.1 of this Schedule 8. 2.3 If the Downwards Adjustment for every Restricted Seller has been finally agreed or determined prior to the Estimate Delivery Date, the Cash Purchase Price shall be reduced by the EMEA Downwards Adjustment. 2.4 If the Downwards Adjustment for one or more Restricted Sellers has not been agreed or determined prior to the Estimate Delivery Date: 2.4.1 on the Estimate Delivery Date, the EMEA Sellers shall deliver to the Purchaser shall cause to be prepared and delivered to Seller a statement setting forth an amount (the “Post-Closing Payment Statement”Estimated EMEA Downwards Adjustment") setting forth calculated as the sum of: (iA) Purchaser’s each Downwards Adjustment of each Restricted Seller that has been agreed or determined in accordance with this Schedule 8 prior to the Estimate Delivery Date (if any); and (B) the EMEA Sellers’ good faith calculation of the aggregate amount of the Cash Equivalents, (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 best estimate of the Closing Indebtedness, (iv) Purchaser’s calculation each other Downwards Adjustment of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If each Restricted 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 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the EMEA Sellers calculation of the Loan Receivables to conform to the requirements of this Agreementthereof, and the basis for its suggested adjustments. During Cash Purchase Price payable by the 30-day period following delivery Purchaser at Closing pursuant to Clause 3.1 (Payment of a Dispute Notice, Purchaser Purchase Price) and Seller will negotiate in good faith with a view to resolving their disagreements over Section 2.2.1 of the disputed items. From and North American Agreement shall be reduced by the Estimated EMEA Downwards Adjustment; and 2.4.2 no later than 5 Business Days after the delivery of the Post-Closing Payment Statement to Seller and until the final agreement or determination of the Aggregate Purchase Price and last of the Loan Receivables Downwards Adjustments for all Restricted Sellers, in accordance with this Section 2.6Schedule 8, Seller the difference between the Estimated EMEA Downwards Adjustment and its agents will the EMEA Downwards Adjustment shall be provided with paid as follows: (A) if the EMEA Downwards Adjustment minus the Estimated EMEA Downwards Adjustment is a negative amount, the absolute value of such reasonable access during normal business hours amount shall be paid by the Purchaser to the relevant portions of Distribution Agent together with interest thereon from the financial books and records of the Company and its Subsidiary and access Closing Date 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. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral payment at the Prime Rate by wire transfer of immediately available funds to the bank account(s) designated in writing by the Distribution Agent by way of repayment of the Purchase Price; or (B) if the EMEA Downwards Adjustment minus the Estimated EMEA Downwards Adjustment is a positive amount, the EMEA Sellers shall cause the Distribution Agent to pay such amount to the Purchaser on its own behalf and no more than 15 days in its capacity as agent for the Designated Purchasers, EMEA Purchaser and EMEA Designated Purchaser together with interest thereon from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect Closing Date to the disputed items date of payment at the Prime Rate by wire transfer of immediately available funds to the bank account(s) designated in writing by the Purchaser. SIGNED for and on behalf of Nortel Networks ) /s/ Xxxxxxxxxxx Xxxx UK Limited (in administration) by Xxxxxxxxxxx ) Xxxxxxxxxxx Xxxx Xxxx ) as Joint Administrator (acting as agent and only with respect to any unresolved disputed items set forth ) without personal liability) in the Dispute Notice)presence of: Witness signature /s/ Xxxxxx Xxxxxxxxx ) Name: Xxxxxx Xxxxxxxxx ) Address: Xxxxxxx Xxxxx LLP, which decision shall be final Exchange Square, ) Xxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx. SIGNED for and binding upon on behalf of Nortel GmbH ) /s/ Xxxxxxxxxxx Xxxx (in administration) by Xxxxxxxxxxx Xxxx ) Xxxxxxxxxxx Xxxx as Joint Administrator (acting as agent and ) without personal liability) in the parties presence of: Witness signature /s/ Xxxxxx Xxxxxxxxx ) Name: Xxxxxx Xxxxxxxxx ) Address: Xxxxxxx Xxxxx LLP, Exchange Square, ) Xxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx. SIGNED for and enforceable on behalf of Nortel Networks ) /s/ Xxxxxxxxxxx Xxxx SpA (in administration) by any court Xxxxxxxxxxx Xxxx ) Xxxxxxxxxxx Xxxx as Joint Administrator (acting as agent and ) without personal liability) in the presence of: Witness signature /s/ Xxxxxx Xxxxxxxxx ) Name: Xxxxxx Xxxxxxxxx ) Address: Xxxxxxx Xxxxx LLP, Exchange Square, ) Xxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx. SIGNED for and on behalf of competent jurisdictionNortel Networks ) /s/ Xxxxxxxxxxx Xxxx Hispania S.A. (in administration) by ) Xxxxxxxxxxx Xxxx Xxxxxx xxxxx Xxxx ) as Joint Administrator (acting as agent and ) without personal liability) in the presence of: Witness signature /s/ Xxxxxx Xxxxxxxxx ) Name: Xxxxxx Xxxxxxxxx ) Address: Xxxxxxx Xxxxx LLP, Exchange Square, ) Xxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx. The Accounting Arbitrator shall review such submissions SIGNED for and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses behalf of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitrator.Nortel Networks ) /s/ Xxxxxxxxxxx Xxxx

Purchase Price Adjustments. (a1) No later The Base Purchase Price shall be increased or reduced, respectively, by the dollar amount by which the Working Capital as of the time that is immediately before the Time of Closing exceeds or is less than 75 the Target Working Capital (the “Working Capital Adjustment”). The Working Capital at the Time of Closing shall be calculated based upon the same accounting principles as those that are applicable as of the date hereof. (2) At least three Business Days prior to the Closing Date, Vendor shall deliver to Purchaser a purchase price certificate of an officer of Vendor addressed to Purchaser, dated no more than five Business Days prior to the Closing Date and prepared by Vendor in good faith and on a reasonable basis (the “Purchase Price Certificate”). The Purchase Price Certificate shall set forth the preliminary Working Capital Adjustment (the “Preliminary Working Capital Adjustment”) and the Base Purchase Price adjusted in accordance with the Preliminary Working Capital Adjustment (the “Closing Date Purchase Price”). The Purchase Price Certificate shall set out in reasonable detail, to the satisfaction of Purchaser acting reasonably, the basis of such determination and the Purchase Price Certificate shall be prepared in a manner consistent with the form in Schedule 2.3(2). The Purchaser shall have two Business Days to review the Purchase Price Certificate and the Vendor agrees to discuss any comments with the Purchaser in good faith prior to the Closing Date. (3) Within 90 days following the ClosingClosing Date, Purchaser shall cause to be prepared and delivered to Seller prepare a statement (in the “Post-Closing Payment Statement”form set out in Schedule 1.1(wwww) setting forth (i) Purchaser’s good faith calculation of detailing the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation Working Capital Adjustment as of the Net Working Capital time that is immediately before the Time of Closing and the resulting amountamount of the final adjustment, if any, by which required to be made to the Net Closing Date Purchase Price in respect of the Working Capital is less than (or greater than) Target Working Capital, (iii) Adjustment. Vendor shall co-operate with Purchaser in connection with Purchaser’s good faith estimate preparation of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing such statement 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 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 grant to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 and the Loan 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 all relevant portions of the financial books and records of the Company Vendor for the purposes of preparing such statement and its Subsidiary and Vendor shall ensure reasonable access to the agents and employees cooperation during normal business hours from senior management and accounting personnel of the Company Vendor to assist Purchaser in preparing such statement. (4) Following delivery of the statement referred to in Section 2.3(3), Vendor shall have a period of 15 Business Days to review 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 comment on such statement. On or prior to the Post-expiry of such 15 Business Day review period, Vendor shall notify Purchaser if there is any disagreement with the amounts set forth in such statement, which notice shall specify the nature of such disagreement in reasonable detail and shall state the opinion of Vendor as to the correct amount. If Vendor does not notify Purchaser of any disagreement on or prior to the expiry of such 15 Business Day review period, the amount of the Working Capital Adjustment as of the Closing Payment StatementDate and the amount of the final adjustment, if any, required to be made to the Closing Date Purchase Price in respect of the Working Capital Adjustment set out in the statement referred to in Section 2.3(3) shall be deemed to be final. (5) Any dispute concerning any disagreement raised in accordance with Section 2.3(4) will be first referred in written form to appropriate representatives of senior management of Purchaser and Vendor. Such reference to representatives of senior management may be initiated at any time by either Vendor or Purchaser on notice of not less than five Business Days to the other Party. Each of Vendor and Purchaser will be afforded an opportunity to present all relevant information regarding its position to each other Party’s senior management representatives. If the parties resolve their differences over senior management representatives of Purchaser and Vendor have not resolved the disputed items in accordance with dispute to the foregoing proceduresatisfaction of Purchaser and Vendor within 10 Business Days of initiation of the review by Purchaser or Vendor, the Aggregate dispute may be submitted in writing by either Purchaser or Vendor to a senior audit partner of Ernst & Young LLP, or if such firm is determined not to be independent of Vendor and Purchaser, such other independent nationally-recognized accounting firm as is agreeable to both Purchaser and Vendor (the “Independent Accountant”). Upon written notice to the other Party and the Independent Accountant, each of Vendor and Purchaser shall be entitled to make written submissions to the Independent Accountant, with copies thereof to the other Party, within 10 Business Days following submission of the dispute to the Independent Accountant, but not thereafter. Any clarification requested by the Independent Accountant shall be submitted in writing to Vendor and Purchaser and any responses thereto shall be made in writing with copies thereof to the other Party. In determining a resolution to the dispute, the Independent Accountant shall be limited to selecting between the submissions of the Parties in respect of any item in dispute. The Independent Accountant shall determine a resolution to the dispute and the resultant amount of any final adjustment to the Closing Date Purchase Price payable under Section 2.3(6) and shall summarize such determination in a written report. The written report of the Loan Receivables Independent Accountant shall be the amount agreed upon by them. If the parties 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 delivered to the disputed items Parties promptly, but in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have any event no more later than 30 days from Business Days after the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect dispute is submitted to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice)Independent Accountant, which decision shall be final final, conclusive and binding upon the parties Parties, and enforceable shall not be subject to appeal by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either partyParty. The fees and expenses of the Accounting Arbitrator Independent Accountant shall be allocated borne by the Party losing the majority of the items at issue in terms of value in dispute. (6) The amount of any final adjustment to the Closing Date Purchase Price as determined under Section 2.3(3) or (5) shall be paid by Purchaserto Purchaser or Vendor, as the case may be, within five Business Days of the date on which the one handperiod referred to in Section 2.3(4) expires, assuming there is no dispute with the amount set forth in the statement of Purchaser delivered under Section 2.3(3), and Sellerif there is any dispute with the amounts set forth in such statement, on the other hand, based upon the percentage which the portion within five Business Days of the contested amount not awarded date upon which any determination is made pursuant to each party bears to the amount actually contested by such party, as determined by the Accounting ArbitratorSection 2.3(5).

Purchase Price Adjustments. At Closing, Seller shall sell the Property and Purchaser shall buy the same, in accordance with the terms of this Option Contract. The total purchase price to be paid by Purchaser to Seller is ____________________________________ Dollars (a$__________________) No later than 75 (the “Purchase Price”) payable by certified check or by such means as shall be satisfactory to Seller. All rents, real estate taxes, insurance premiums, interest, subdivision assessments and utility charges (if any) relating to the Property, except as hereinafter provided, shall be prorated and adjusted as of Closing, in accordance with generally accepted principles of real estate closing, with Seller having the last day and such adjustments shall be added to or subtracted from the price as determined. Notwithstanding the foregoing, Purchaser is responsible for all costs of recording and Closing. TRANSFER AND CONDITION OF TITLE Purchaser shall have 30 days following from the ClosingOption Date to obtain a title commitment for the Property from the Title Company (the “Title Commitment”) and advise Seller in writing that the condition of title is defective, in which event such written notice shall detail the manner in which title is defective. If Purchaser notifies Seller that title is defective, Seller shall have 30 days from receipt of such notice within which it may attempt to cure such defects. Nothing herein obligates Seller to cure such defects. If Seller does not cure such defects within the allotted time, Purchaser may elect within 10 days after the expiration of the earlier of (i) Seller’s written notice to Purchaser refusing to cure any such defects or (ii) said 30 day period, either to terminate this Option Contract without further liability of the parties hereunder, except as expressly provided herein, or Purchaser may accept such title as Seller is able to convey, without a reduction in the Purchase Price. If Purchaser fails to notify Seller under this paragraph within the applicable time periods provided above either that the condition of title is unacceptable or that Purchaser elects to terminate this Contract, Purchaser shall cause be deemed to have accepted the condition of title as shown in the Title Commitment and the parties shall proceed to Closing. Purchaser shall pay for all title charges, including all Title Commitment and title policy charges and all other fees for services rendered by the Title Company. If Purchaser terminates this Option Contract as a result of Seller’s failure to cure any stated defects, then the Option Fee shall be prepared returned to Purchaser. The Closing Date shall be extended if necessary to account for the time periods set forth herein. On the Closing Date, Seller shall convey the Property to Purchaser by means of a Special Warranty Deed in the form attached hereto as Exhibit B and made a part hereof, including the restrictions upon use of the Property listed therein. Possession of the Property shall be delivered to Seller Purchaser at time of transfer of title. Sewer service charge (if any) and taxes due and payable on the Closing Date shall be prorated and adjusted on the Closing Date. Attached hereto as Exhibit C is a statement mutually satisfactory narrative detailing the size, scope and nature of Purchaser’s proposed development of the Property (the “Post-Closing Payment StatementProperty Use Description”) setting forth (i) ). Regarding Purchaser’s good faith calculation of improvements to the aggregate amount of the Cash Equivalents, (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 Property as set forth in the Post-Property Use Description, Purchaser represents, warrants and covenants to Seller the following: Purchaser shall construct the improvements on the Property as per the Property Use Description (the “Project”). Construction on the Project shall commence within 12 months of the Closing Payment Statement Date (the “Commencement Date”) and be completed within 30 months after such commencement (the “Completion Date”). On the Completion Date, Purchaser shall send Seller a written notice of completion. Purchaser acknowledges and agrees that the loss and damages to Seller arising from Purchaser’s failure to abide by the Commencement Date and Completion Date would be an uncertain amount that is difficult to ascertain or prove, and as such, the parties agree that the Seller shall have its election of the following remedies: (a) liquidated damages for failure to complete construction by the Completion Date shall be an amount equal to 25% of the Purchaser Price (“Liquidated Damaged”) or (b) if Purchaser fails to complete construction by the Completion Date, Seller may buy back the Property for an amount equal to 70% of the Purchase Price (“Buy Back”). At Closing, Purchaser shall execute a deed in the form attached hereto as Exhibit D (the “Buy Back Deed”) to be held in escrow by the Title Company pursuant to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”), which shall also be executed by all parties at Closing. In the event that the Project commenced on or before the Commencement Date and was completed on or before the Completion Date, the Buy Back Deed and Escrow Agreement shall be released and deemed final and conclusive and binding upon all partiesterminated, respectively. If Seller disputes Purchaser fails to commence work on the accuracy of Project by the calculation of Commencement Date or complete the Aggregate Purchase Price or any component thereof or Project by the calculation of the Loan Receivables set forth in the Post-Closing Payment StatementCompletion Date, Seller shall provide give the Purchaser written notice of the same, and if Purchaser fails to cure within fifteen (15) days after the notice is sent, Seller shall elect in writing to Purchaser Liquidated Damages or Buy Back. In the event Seller elects Buy Back, the parties shall proceed to convey the Property to Seller subject only to title exceptions approved by Seller. The final recording of the Buy Back Deed to Seller shall occur only upon Seller’s final approval of the condition of the Property and shall be subject to Seller’s receipt of a title commitment satisfactory to Seller, in Seller’s sole and absolute discretion. Purchaser shall execute all affidavits, waivers, and other documents required by the Title Company to convey the Property to Seller in accordance with this Section. Purchaser shall be responsible to pay all title and closing costs and shall pay any taxes, assessments, or other fees incurred during Purchaser’s ownership of the Property or otherwise necessary to convey the Property to Seller in satisfactory condition. The parties agree that no broker’s commission shall be due in connection with the conveyance of the Property to Seller under this Section. If the Property is not in a condition that is acceptable to Seller, it Seller’s sole and absolute discretion, Seller may by written notice to Purchaser no later than 30 days following receipt change its election to Liquidated Damages. In the event Seller elects Liquidated Damages, the parties further agree that Purchaser shall pay any liquidated damages owed to Seller pursuant to this Section immediately upon demand. Notwithstanding the foregoing, Purchaser shall not be liable or responsible for any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the reasonable control of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for responsible party and these delays shall be excluded from the computation of any periods of time when calculating the Aggregate Commencement Date and the Completion Date, so long as Purchaser provides Seller with written notice of such force majeure events within 10 business days after their occurrence. The foregoing covenants shall survive the Closing. If Purchaser’s use of the Property requires the subdivision or resubdivision or the Property, Purchaser shall at its sole cost and expense, comply with all laws and regulations pertaining to subdividing the Property. If any material part of the improvements on the Property is destroyed or materially damaged (excluding ordinary wear and tear) prior to Closing Date, Seller shall give notice to Purchaser of such damage or destruction and of Seller’s insurance coverage. Purchaser shall elect within 15 business days thereafter by written notice to Seller either: (a) to terminate this Option Contract, in which event the Option Fee shall be refunded to Purchaser; or (b) to close the transaction contemplated hereby, in which event the Purchase Price shall not be reduced but Seller shall assign to Purchaser Seller’s rights in any insurance proceeds paid or the components thereof or the 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 payable to Seller and until in connection with such damage or destruction. If Purchaser does not give written notice of termination to Seller timely, then Purchaser shall be deemed to have elected to close the final determination of the Aggregate Purchase Price and the Loan Receivables transaction contemplated hereby in accordance with clause (b) of this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the 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 Statementsection. If this Option Contract is terminated as provided in clause (a) of this section then the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties 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 Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from further rights or obligations under this Option Contract except those that expressly survive the date termination of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, 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, as determined by the Accounting Arbitratorthis Option Contract.

Purchase Price Adjustments. (a1) No later than 75 At least three business days following prior to the ClosingClosing Date, Purchaser the Seller shall cause deliver to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth Buyer (i) Purchaser’s good faith calculation a balance sheet of the aggregate amount of the Cash Equivalents, (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 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 Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement Business (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, "Estimated Closing Date Balance Sheet") based upon the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the 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 and the Loan 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 relevant portions of the financial books and records of the Company Seller and its Subsidiary prepared in accordance with generally accepted accounting principles as of the date of this Agreement ("GAAP") and access reflecting the Seller's best estimate of each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet and (ii) a certificate of the Seller, duly executed by an executive officer of the Seller, stating that the Estimated Closing Date Balance Sheet has been prepared in good faith, has been prepared in accordance with GAAP and reflects the Seller's best estimate of, and fairly presents, each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet. (2) If the Net Asset Amount (as defined below) of the Business as shown on the Estimated Closing Date Balance Sheet is greater than the Net Asset Amount of the Business shown on the June 30 Balance Sheet, the payment of the Fixed Amount to the agents and employees of Seller on the Company and its Subsidiary (including independent accountants and their work papersClosing Date shall be increased, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond a preliminary adjustment to the Post-Closing Payment StatementFixed Amount as provided in section 3.2(a)(ii), by the amount of such excess (the "Estimated Price Increase"). If the parties resolve their differences over Net Asset Amount of the disputed items in accordance with Business as shown on the foregoing procedureEstimated Closing Date Balance Sheet is less than the Net Asset Amount of the Business as shown on the June 30 Balance Sheet, the Aggregate Purchase Price payment of the sum of the Fixed Amount and the Loan Receivables Additional Amount, if any, to the Seller on the Closing Date shall be decreased, as a preliminary adjustment to the Fixed Amount as provided in section 3.2(a)(iii), by the amount agreed upon by themof such deficiency (the "Estimated Price Decrease"). If the parties 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 For purposes of this Agreement. The “Accounting Arbitrator” , "Net Asset Amount" of the Business as of any date shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement total assets of the reasons therefor) Business less the sum of all cash and cash equivalents of the Seller, all "accounts payable" and all "accrued liabilities" of the Business, all as set forth on a balance sheet of the Business as of such date; provided, however, that "Net Asset Amount" as of any date shall exclude the -------- ------- "Xxxxxxx Xxxxx receivable" and any of the reserves established with respect thereto; provided, further, however, that the collection of any amount that -------- ------- ------- exceeds $10,000 in any month with respect to the disputed items ("Xxxxxxx Xxxxx receivable" between the date hereof and only with respect to any unresolved disputed items set forth in the Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and expenses date of the Accounting Arbitrator Closing Date Balance Sheet shall be allocated to be paid reduce the Net Asset Amount by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion sum of the contested amount not awarded to amounts of such excess in each party bears to the amount actually contested by such party, as determined by the Accounting Arbitratormonth.