Common use of Purchase Price; Purchase Price Adjustment Clause in Contracts

Purchase Price; Purchase Price Adjustment. (a) The purchase price for the Purchased Assets (the “Purchase Price”) shall be the aggregate sum of (1) Thirty-Five Million U.S. Dollars ($35,000,000) plus (2) the Singapore Estimated Net Assets Amount plus (3) the Suzhou Estimated Net Assets Amount, in the case of (2) and (3) as reflected on the Purchase Price Adjustment Statement delivered by Seller to Buyer not less than one (1) Business Day prior to the Closing Date, as adjusted herein. The Purchase Price payable by Buyer shall consist of (i) the Cash Escrow Amount and (ii) the amount of the Promissory Note. (b) Within thirty days of the Closing, Buyer shall prepare and deliver to Seller the balance sheets, each prepared in accordance with GAAP, of Singapore Subsidiary (the “Singapore Closing Balance Sheet”) and Suzhou Subsidiary (“Suzhou Closing Balance Sheet” and together with the Singapore Closing Balance Sheet, the “Closing Balance Sheets”), setting forth Buyer’s calculation of the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount and any differences from or adjustments to the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount set forth on the Purchase Price Adjustment Statement. Seller shall have thirty (30) days from the receipt of the Closing Balance Sheets to review and confirm that such Closing Balance Sheet balance sheet has been prepared in accordance with GAAP. During such thirty-day period, Seller shall have on-site access at all reasonable times to the personnel, properties, books, records, schedules and analyses of Buyer, Singapore Subsidiary or Suzhou Subsidiary and to the working papers of the Buyer relating to the preparation of the Closing Balance Sheets to the extent reasonably required to complete its review of the Closing Balance Sheets. Buyer shall cooperate with Seller in completing the review referred to above.

Purchase Price; Purchase Price Adjustment. (a) The purchase price for On the Purchased Assets (second Business Day before the “Closing Date, Nordstrom will deliver to the Purchaser the Estimated Closing Statement reflecting the Company Entities’ calculation of the Estimated Purchase Price”) shall be Price together with documentation in support of the aggregate sum calculation of (1) Thirty-Five Million U.S. Dollars ($35,000,000) plus (2) the Singapore Estimated Net Assets Amount plus (3) the Suzhou Estimated Net Assets Amount, amounts set forth in the case of (2) Estimated Closing Statement and (3) as reflected on the Purchase Price Adjustment Statement delivered shall consider in good faith any reasonable corrections thereto suggested by Seller to Buyer not less than one (1) Business Day Purchaser prior to the Closing Date, as adjusted herein. The Purchase Price payable by Buyer shall consist of (i) the Cash Escrow Amount and (ii) the amount of the Promissory Note. (b) Within thirty days of sixty (60) Business Days after the ClosingClosing Date, Buyer shall prepare and Nordstrom will deliver to Seller the balance sheetsPurchaser the Final Closing Statement and all material working papers used to support the calculations contained in the Final Closing Statement. (c) The Purchaser shall, each prepared in accordance with GAAP, of Singapore Subsidiary (the “Singapore Closing Balance Sheet”) and Suzhou Subsidiary (“Suzhou Closing Balance Sheet” and together with the Singapore Closing Balance Sheet, the “Closing Balance Sheets”), setting forth Buyer’s calculation of the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount and any differences from or adjustments to the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount set forth on the Purchase Price Adjustment Statement. Seller shall have within thirty (30) days from the after receipt of the Final Closing Balance Sheets Statement, advise Nordstrom in writing and in reasonable detail of any inaccuracies it believes were reflected in the Final Closing Statement. In the event no such objection is delivered to review Nordstrom within such time period, the Final Closing Statement, as delivered to the Purchaser, shall be final and confirm that binding upon the parties. In the event the Purchaser delivers such Closing Balance Sheet balance sheet has been prepared an objection, Nordstrom and the Purchaser shall attempt in good faith to resolve their differences. In the event all differences are not resolved within thirty (30) days following delivery by the Purchaser of an objection, then the issues remaining unresolved shall be determined by an independent public accountant mutually acceptable to Nordstrom and the Purchaser (the “Accountant”). The Accountant shall resolve all disputed items in accordance with GAAPthe provisions of this Agreement. During In making its determination, the Accountant may only consider those items and amounts as to which the Purchaser and Nordstrom have disagreed within the time periods specified. The Accountant’s determination shall be final and binding on the parties hereto and such thirty-day period, Seller determination shall have on-site access at all reasonable times be conclusive and not subject to appeal absent manifest error. The fees of the Accountant will be shared by the Purchaser and Nordstrom in proportion to the personnelrelative differences between their respective calculations of the Purchase Price and the amount determined by the Accountant. (d) If the Estimated Purchase Price exceeds the Purchase Price, propertiesthen the Company Entities shall, bookswithin five (5) Business Days after such final determination, recordspay such excess to the Purchaser, together with interest on such excess for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to LIBOR, by wire transfer of immediately available funds (in U.S. dollars) to an account or accounts specified by the Purchaser. If the Estimated Purchase Price is less than the Purchase Price, then the Purchaser shall, within five (5) Business Days after such final determination, pay such deficiency to the Company Entities together with interest on such deficiency for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to LIBOR, by wire transfer of immediately available funds (in U.S. dollars) to an account or accounts specified by Nordstrom. Each party to this Agreement will make available to the other parties, and to the Accountant, its and its accountant’s work papers, schedules and analyses of Buyerother supporting data as may be reasonably requested by such party to enable it to verify the amounts set forth in the Final Closing Statement. (e) The Company Entities agree that they shall be solely responsible for any draft retrievals, Singapore Subsidiary chargebacks, representments or Suzhou Subsidiary and incorrectly posted transactions that occur on or prior to the working papers Cut-Off Time and that relate to an Account. The Purchaser agrees that it shall be solely responsible for any draft retrievals, chargebacks, representments or incorrectly posted transactions that occur after the Cut-Off Time and that relate to an Account. (f) The Company Entities shall be entitled to retain payments on Accounts from Cardholders received and posted to the Accounts by any of the Buyer relating Company Entities on or prior to the preparation Cut-Off Time. All payments received by the Company Entities after the Cut-Off Time related to the Accounts or received prior to the Cut-Off Time but not posted to the Account on or prior to the Cut-Off Time shall belong to Purchaser and shall be settled when such amounts are posted to Accounts in accordance with Section 7.2 of the Credit Card Program Agreement. (g) On the Closing Balance Sheets Date, in addition to the extent reasonably required Estimated Purchase Price, the Purchaser shall make to complete its review of the Closing Balance Sheets. Buyer shall cooperate with Seller Company Entities a non-refundable payment as set forth in completing the review referred to above.Schedule J.

Purchase Price; Purchase Price Adjustment. (a) The Subject to the terms and conditions of this Agreement, in reliance upon the representations, warranties and covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets, at Closing, Buyer shall assume the Assumed Liabilities and shall tender to Sellers as the purchase price for the Purchased Assets (the “"Purchase Price”") shall be the aggregate sum of (1) Thirty-Two Hundred Nine Million, Nine Hundred Ninety Nine Thousand, Five Million U.S. Hundred Thirty Six and Four/100 Dollars ($35,000,000) plus (2) 209,999,536.04), provided that if the Singapore Estimated Net Assets Amount plus (3) Adjusted EBITDA for the Suzhou Estimated Net Assets Amountfiscal year ending September 30, in the case of (2) and (3) as reflected on the Purchase Price Adjustment Statement delivered by Seller to Buyer not 1999 is less than one $23,000,000, then Sellers and the Foundation shall pay Buyer the amount determined as follows: (1i) Business Day $23,000,000 minus the Adjusted EBITDA for the fiscal year ending September 30, 1999, times (ii) seven. (b) [Intentionally Omitted] (c) No more than five business days prior to the Closing Date, as adjusted herein. The Buyer and Sellers shall agree on the value of prepaid expenses and "other current assets" in Net Working Capital in respect of which Buyer will receive an economic benefit. (d) Buyer shall pay to Sellers and the Foundation at Closing an amount (the "Cash Portion of the Purchase Price") equal to the Purchase Price payable by Buyer shall consist of minus (i) the net book value as of the Closing Date of any long-term indebtedness or capitalized lease obligations of Sellers (including the current portions thereof) that Buyer may agree to assume at Closing, and (ii) all vacation, holiday and sick leave accumulations of the Hired Employees, and related Taxes thereon to the extent not included in Net Working Capital which liabilities will be assumed by Buyer at Closing and (iii) $9,999,536.04, payable in shares of Common Stock of Vanguard (valued by Buyer at the same price per share as is paid by Vanguard's shareholders in connection with the Closing) (the "Common Shares"). (e) The Purchase Price shall be calculated by Buyer and Sellers at Closing from the relevant entries in the Interim Closing Balance Sheets (as adjusted to reflect the matters discussed in Section 2.05(c)) and estimates of fees, expenses and other items as of the Closing Date. If the Net Working Capital on the Interim Closing Balance Sheets is less than $26,527,000, Sellers shall deliver to Buyer cash in an amount equal to the difference between $26,527,000 and the Net Working Capital on the Interim Closing Balance Sheets. If the Net Working Capital on the Interim Closing Balance Sheets is greater than $26,527,000, Buyer shall deliver to Sellers cash in an amount equal to the difference between the Net Working Capital on the Interim Closing Balance Sheets and $26,527,000. Within 60 days after the Closing Date, Sellers will deliver to Buyer the Closing Balance Sheets, prepared in accordance with generally accepted accounting principles consistently applied and including the balance sheets of the Hospital Businesses owned by Sellers, and the Net Working Capital shall be recalculated to reflect the difference between the Net Working Capital on the Interim Closing Balance Sheets and on the Closing Balance Sheets (the "Purchase Price Adjustment"), provided that such recalculation shall be dollar-for-dollar in the differences between such balance sheets and no consideration in the recalculations shall be given to the fact that under generally accepted accounting principles consistently applied a materiality standard applies to such Financial Statements. If Buyer disputes any entry in the Closing Balance Sheets relevant to the calculation of the Purchase Price Adjustment, and/or disputes the value of the inventory and supplies, and such dispute is not resolved to the mutual satisfaction of Sellers and Buyer within 90 days after the Closing Date, Sellers and Buyer each shall have the right to require that such dispute be submitted to Ernst & Young, or to such other certified public accounting firm as Sellers and Buyer may then mutually agree upon in writing, in either case acting as experts and not as arbitrators to resolve the computation or verification of the disputed Closing Balance Sheets entries in accordance with the provisions of this Agreement and otherwise where applicable in accordance with generally accepted accounting principles applied on a consistent basis. The fees and expenses of any such submission to an accounting firm shall be split 50/50 between Sellers and Buyer. (f) The Common Shares issuable as part of the Purchase Price shall be issued at Closing to the Foundation and Buyer shall issue and deliver a stock certificate at Closing to the Foundation evidencing its ownership of the Common Shares, subject to the legends required by the Shareholders Agreement and Surviving Shareholders Agreement. The Cash Escrow Amount Portion of the Purchase Price payment required by this Section shall be paid as follows: (i) $100,000,000 shall be paid to the Foundation by wire transfer of immediately available funds; and (ii) the amount balance of the Promissory Note. (b) Within thirty days of the Closing, Buyer shall prepare and deliver to Seller the balance sheets, each prepared in accordance with GAAP, of Singapore Subsidiary (the “Singapore Closing Balance Sheet”) and Suzhou Subsidiary (“Suzhou Closing Balance Sheet” and together with the Singapore Closing Balance Sheet, the “Closing Balance Sheets”), setting forth Buyer’s calculation of the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount and any differences from or adjustments to the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount set forth on the Purchase Price Adjustment Statement. Seller shall have thirty (30) days from be paid by wire transfer of immediately available funds to an account or accounts designated by Sellers, and the receipt Parties shall execute such receipts or other acknowledgments as are reasonably necessary to evidence payment of the Closing Balance Sheets to review and confirm that such Closing Balance Sheet balance sheet has been prepared in accordance with GAAPPurchase Price. During such thirty-day period, Seller Sellers shall have on-site access at all reasonable times to the personnel, properties, books, records, schedules and analyses of pay Buyer, Singapore Subsidiary or Suzhou Subsidiary and to the working papers of the Buyer relating to the preparation of the Closing Balance Sheets to the extent reasonably required to complete its review of the Closing Balance Sheets. Buyer shall cooperate with Seller in completing pay Sellers, as the review referred to abovecase may be, the Purchase Price Adjustment, if any, within five business days after its determination.

Purchase Price; Purchase Price Adjustment. (a) The purchase price In consideration for the sale by Seller of the Purchased Assets to Buyer and Buyer’s assumption of the Assumed Liabilities, at the Closing, Buyer shall pay to Seller cash in an amount equal to $800,000 plus the Estimated Closing Book Value (the “Purchase Price”) ), by wire transfer of immediately available funds to the account designated in writing by Seller. Seller shall be apply, and xXXxX*s shall cause Seller to apply, the aggregate sum Purchase Price (less certain transaction costs and expenses of (1) Thirty-Five Million U.S. Seller and xXXxX*s not to exceed Four Hundred Fifty Thousand Dollars ($35,000,000450,000)) plus to repay outstanding Revolving Loans (2) the Singapore Estimated Net Assets Amount plus (3) the Suzhou Estimated Net Assets Amount, as defined in the case Credit Agreement, which term is defined in the GE Consent and Lien Release Letter) in such amount. The Purchase Price shall be subject to adjustment as set forth in this Section 1.5. (b) Within 45 days after the Closing Date, Seller will prepare, or cause to be prepared, and deliver to Buyer an unaudited statement (the “Seller’s Closing Book Value Statement”), together with appropriate supporting documentation, which shall set forth Seller’s calculation of Book Value as of the Closing (2“Closing Book Value”). Seller’s Closing Book Value Statement shall be prepared in accordance with Seller’s accounting principles, methods and policies applied on a consistent basis for prior years (provided, that, Seller’s Closing Book Value Statement and Final Book Value shall contain the Negative Reserve). At Seller’s request, Buyer (i) shall reasonably cooperate and assist, and shall cause its representatives to assist, Seller and its representatives in the preparation of Seller’s Closing Book Value Statement and (ii) shall provide Seller and its representatives with any information reasonably requested by them (to the extent in Buyer’s possession). An example calculation of Book Value as if the Closing Date were May 4, 2013 is set forth as Schedule I attached hereto. (c) Upon receipt from Seller, Buyer shall have 30 days to review Seller’s Closing Book Value Statement (the “Review Period”). At Buyer’s request, Seller (i) shall reasonably cooperate and assist, and shall cause its representatives to assist, Buyer and its representatives in the review of Seller’s Closing Book Value Statement and (ii) shall provide Buyer and its representatives with any information reasonably requested by them (to the extent in Seller’s possession). If Buyer disagrees with Seller’s computation of Closing Book Value, Buyer shall, on or prior to the last day of the Review Period, deliver a notice to Seller (a “Notice of Objection”), which sets forth its objections to Seller’s calculation of Closing Book Value. A Notice of Objection shall specify those items or amounts with which Buyer disagrees, together with a written explanation of the reasons for disagreement with each such item or amount. To the extent not set forth in a Notice of Objection delivered during the Review Period, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in Seller’s Closing Book Value Statement and neither Party may thereafter dispute any item or amount not set forth in the Notice of Objection. Unless Buyer delivers a Notice of Objection to Seller within the Review Period, Buyer shall be deemed to have accepted Seller’s calculation of Closing Book Value and Seller’s Closing Book Value Statement shall be final, conclusive and binding. (d) If Buyer delivers a Notice of Objection to Seller within the Review Period, Buyer and Seller shall, during the 20 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of the Closing Book Value. If at the end of such period or any mutually agreed extension thereof, Buyer and Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to a nationally or regionally recognized registered public independent accounting firm mutually acceptable to Buyer and Seller (the “Independent Expert”). The Parties shall instruct the Independent Expert promptly to review this Section 1.5 (including Seller’s accounting principles, methods and policies applied on a consistent basis for prior years) and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Closing Book Value set forth in Seller’s Closing Book Value Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Buyer and Seller and not on an independent review. Buyer and Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable, but in no event later than 30 days after its retention, the Independent Expert shall deliver to Buyer and Seller a report which sets forth its resolution of the disputed items and amounts and its calculation of Closing Book Value; provided that the Independent Expert 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 decision of the Independent Expert shall be final, conclusive and binding on the Parties. The costs and expenses of the Independent Expert shall be borne fifty percent (350%) by Buyer and fifty percent (50%) by Seller. (e) For purposes of this Agreement, “Final Book Value” means the Closing Book Value (x) as reflected on the Purchase Price Adjustment shown in Seller’s Closing Book Value Statement delivered by Seller to Buyer if Buyer accepts Seller’s Closing Book Value Statement or has not less than one (1) Business Day prior to timely delivered a Notice of Objection within the Closing Date, as adjusted herein. The Purchase Price payable by Buyer shall consist of (i) the Cash Escrow Amount and (ii) the amount of the Promissory Note. (b) Within thirty days of the Closing, Buyer shall prepare and deliver to Seller the balance sheets, each prepared Review Period in accordance with GAAPSection 1.5(c) or (y) if a Notice of Objection is so timely delivered, (A) as agreed by Buyer and Seller pursuant to Section 1.5(d) or (B) in the absence of Singapore Subsidiary such agreement, as shown in the Independent Expert’s report delivered pursuant to Section 1.5(d). Within three (3) Business Days after the “Singapore Closing Balance Sheet”) and Suzhou Subsidiary (“Suzhou Closing Balance Sheet” and together with the Singapore Closing Balance Sheet, the “Closing Balance Sheets”), setting forth Buyer’s calculation of the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount and any differences from or adjustments to the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount set forth on the Purchase Price Adjustment Statement. Seller shall have thirty (30) days from the receipt of the Closing Balance Sheets to review and confirm that such Closing Balance Sheet balance sheet Final Book Value has been prepared in accordance with GAAP. During such thirty-day period, Seller shall have on-site access at all reasonable times finally determined pursuant to the personnel, properties, books, records, schedules and analyses of Buyer, Singapore Subsidiary or Suzhou Subsidiary and to the working papers of the Buyer relating to the preparation of the Closing Balance Sheets to the extent reasonably required to complete its review of the Closing Balance Sheets. Buyer shall cooperate with Seller in completing the review referred to above.this Section 1.5:

Purchase Price; Purchase Price Adjustment. (a) The purchase price for No later than two Business Days before the Purchased Assets Closing, Seller will deliver or cause to be delivered to Purchaser the Estimated Closing Statement. (b) Seller shall deliver or cause to be delivered to Purchaser the “Purchase Price”) shall be Closing Master File within ten Business Days after the aggregate sum Closing. Within 45 days after the Closing, Purchaser will deliver to Seller a Final Closing Statement and reasonably detailed documentation to support the calculations contained therein. Seller will, within 60 days after delivery of the Final Closing Statement and the related information, determine and notify Purchaser if Seller believes that there were any (1) Thirty-Five Million U.S. Dollars ($35,000,000) plus inaccuracies in the preparation of the Final Closing Statement or (2) differences between the Singapore Estimated Net Assets Closing Statement and the Final Closing Statement that require an adjustment of the Purchase Price, together with Seller’s calculation of the Purchase Price and reasonably detailed documentation to support the calculation thereof (any such notice, an “Objection Notice”). If Seller does not deliver an Objection Notice prior to the end of such 60-day period, the Final Closing Statement (and the Purchase Price set forth therein), as delivered by Purchaser, shall be final and binding upon the parties. To the extent that Seller delivers an Objection Notice prior to the end of such 60-day period, Seller and Purchaser shall use commercially reasonable efforts to resolve any differences with respect to the adjustments to the Purchase Price required by this Section 2.4(b). If any disputes with respect to such adjustments to the Purchase Price remain unresolved for more than ten Business Days after the expiration of the above-referenced 60-day period, Purchaser and Seller will promptly select a mutually agreed-upon, nationally recognized accounting firm in the United States to determine the correct Purchase Price, which determination will be conclusive and binding on Purchaser and Seller and unappealable absent manifest error. The fees of such accounting firm will be shared by Purchaser and Seller in proportion to the relative differences between their respective calculations of the Purchase Price and the amount determined by the accounting firm. After the Purchase Price has been finally determined in accordance with this Section 2.4(b), the party that had a net benefit from such inaccuracies and/or differences, if applicable, will promptly pay to the other party in immediately available funds (in U.S. dollars) to an account designated by such other party an amount equal to the absolute value of the difference between the Purchase Price as originally calculated in the Estimated Closing Statement and the Purchase Price as finally determined pursuant to this Section 2.4(b) (any such payment being referred to herein as the “Correction Amount”). Payment of the Correction Amount plus will be accompanied by a payment of interest on such Correction Amount for the period from and including the Closing Date but excluding the date of payment of such Correction Amount at a rate per annum equal to the Federal Funds Rate on the Closing Date. Any such Correction Amount shall be treated as an adjustment to the Purchase Price. (3c) Seller shall be entitled to retain payments on Borrower Accounts from Borrowers received and posted to the Suzhou Estimated Net Assets AmountBorrower Accounts by Seller on or prior to the Cut-off Time. All payments received by Seller after the Cut-off Time related to the Borrower Accounts or received prior to the Cut-off Time but not posted to the relevant Borrower Account on or prior to the Cut-off Time shall belong to Purchaser and shall be an Acquired Asset (any such payments, “Post-Cut-off Time Payments”). Upon receipt of any Post-Cut-off Time Payment, Seller shall remit the full amount of such Post-Cut-off Time Payment to Purchaser in accordance with the terms of the New Program Agreement. (d) If during the 120-day period following the Closing Date, it is determined that any Gross Receivable purchased at Closing was (or, in the case of an Excluded Receivable identified in clause (2iii) of the definition of Excluded Receivables, becomes) an Excluded Receivable, then Seller shall repurchase such Gross Receivable from Purchaser, on demand, for an amount equal to (A) the LuxCo Percentage multiplied by the product of the Agreed Percentage and (3) the amount of such Net Receivable as of the Cut-off Time as reflected on in the Purchase Price Adjustment Final Closing Statement delivered as finally determined in accordance with Section 2.4(b), less (B) any payments received by Seller Purchaser in respect of such Excluded Receivable between the Cut-off Time and the date of such payment, and upon receipt of such payment Purchaser will reconvey such Excluded Receivable to Buyer not less than one Seller. Any payments under this Section 2.4(d) shall be deemed to be an adjustment to the Total Consideration hereunder. (1e) Business Day prior to If during the 120-day period following the Closing Date, as adjusted herein. The Purchase Price payable by Buyer shall consist of it is determined that (i) any Gross Receivable designated as an Excluded Receivable as of the Cash Escrow Amount and Cut-off Time should have not been so classified or (ii) any Designated Receivable as of the Cut-off Time is not charged off and is not required to be charged-off during such 120-day period in accordance with the Program Policies and Procedures, then Purchaser shall purchase (in the case of any such Excluded Receivable) such Gross Receivable from Seller or pay for (in the case of any such Designated Receivable) such Gross Receivable to Seller, on demand, for an amount equal to (A) the LuxCo Percentage multiplied by the product of the Agreed Percentage and the amount of such Net Receivable, in each case as of the Promissory NoteCut-off Time, less (B) any payments received by Seller in respect of such Gross Receivables between the Cut-off Time and the date of such payment, and upon receipt of such payment such Seller will convey such Gross Receivable designated as an Excluded Receivable as of the Cut-off Time to Purchaser. Any payments under this Section 2.4(e) shall be deemed to be an adjustment to the Total Consideration hereunder, and any Designated Receivable in respect of which payment is required to be made by Purchaser under this Section 2.4(e) shall no longer be deemed to be a Designated Receivable. (bf) Within thirty No later than 270 days of following the Closing, Buyer Seller will deliver or cause to be delivered to Purchaser a statement setting forth the Deferred Interest Payment (which amount shall prepare and deliver be calculated after giving effect to Seller the balance sheets, each prepared determinations made in accordance with GAAP, of Singapore Subsidiary clauses (the “Singapore Closing Balance Sheet”d) and Suzhou Subsidiary (“Suzhou Closing Balance Sheet” e) above), and reasonably detailed documentation to support the calculation thereof. Purchaser will, within 30 days after delivery of the such statement and the related information, determine and notify Seller if Purchaser believes that there were any (1) inaccuracies in the calculation of the Deferred Interest Payment or (2) differences between the Estimated Deferred Interest Payment and the Deferred Interest Payment that require an adjustment, together with the Singapore Closing Balance Sheet, the “Closing Balance Sheets”), setting forth BuyerPurchaser’s calculation of the Singapore Estimated Net Assets Amount Deferred Interest Payment and reasonably detailed documentation to support the Suzhou Estimated Net Assets Amount and any differences from or adjustments calculation thereof. If Purchaser does not deliver such notice prior to the Singapore Estimated Net Assets Amount end of such 30-day period, the Deferred Interest Payment as determined by Seller, shall be final and binding upon the Suzhou Estimated Net Assets Amount set forth on parties. To the Purchase Price Adjustment Statement. Seller shall have thirty (extent that Purchaser does deliver such notice prior to the end of such 30) days from the receipt of the Closing Balance Sheets to review and confirm that such Closing Balance Sheet balance sheet has been prepared in accordance with GAAP. During such thirty-day period, Seller and Purchaser shall have on-site access at all use commercially reasonable times efforts to resolve any differences with respect to the personnel, properties, books, records, schedules and analyses of Buyer, Singapore Subsidiary or Suzhou Subsidiary and adjustments to the working papers Deferred Interest Payment. If any disputes with respect to such adjustments to the Deferred Interest Payment remain unresolved for more than ten Business Days after the expiration of the Buyer relating above-referenced 30-day period, Purchaser and Seller will promptly select a mutually agreed-upon, nationally recognized accounting firm in the United States to determine the correct Deferred Interest Payment, which determination will be conclusive and binding on Purchaser and Seller and unappealable absent manifest error. The fees of such accounting firm will be shared by Purchaser and Seller in proportion to the preparation relative differences between their respective calculations of the Closing Balance Sheets Deferred Interest Payment and the amount determined by the accounting firm. After the Deferred Interest Payment has been finally determined in accordance with this Section 2.4(f), the party that had a net benefit from such inaccuracies and/or differences, if applicable, will promptly pay to the extent reasonably required other party in immediately available funds (in U.S. dollars) to complete its review an account designated by such other party an amount equal to the absolute value of the difference between the Estimated Deferred Interest Payment as originally calculated in the Estimated Closing Balance Sheets. Buyer shall cooperate with Seller in completing Statement and the review referred Deferred Interest Payment as finally determined pursuant to abovethis Section 2.4(f).