Common use of Accounting Procedures Clause in Contracts

Accounting Procedures. (a) The “Reference Statement” set forth on Exhibit B describes (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Acquired Companies in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Acquired Companies for each such line item as of August 27, 2017. Each of the Estimated Balance Sheets and the Estimated Closing Statement have been, and the Final Balance Sheets and the Final Closing Statement, and all determinations and calculations by any Person (including the Neutral Auditor) of Current Assets, Current Liabilities and Working Capital, shall be, prepared and calculated solely in accordance with the manner of calculation and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference Statement; provided, however, that such calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, or event occurring on or after the Closing; (iii) shall adhere to the defined terms contained in this Agreement whether or not the definitions thereof are consistent with GAAP; and (iv) shall calculate any reserves, accruals, or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. (b) The Parties agree that: (i) Following the Closing Date through the date on which payment, if any, is made by either Party pursuant to Section 2.4(c), or if the Parties agree that no such payment is required, on the date of such determination, Buyers shall not, and shall cause each Acquired Company not to, take any action with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement (including the determinations and calculations therein), or the calculation of Final Working Capital are to be based that are not consistent with the past practices of the Acquired Companies in all material respects or that would make it impracticable to calculate Final Working Capital in the manner contemplated by this Agreement. (ii) In no event shall any actions taken by Buyers or the Acquired Companies following the Closing with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement, or the calculation of Final Working Capital are to be based that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheets or Final Closing Statement or the calculation of Final Working Capital. For the avoidance of doubt, any actions that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) shall be reversed for purposes of the Final Balance Sheets and Final Closing Statement and the calculation of Final Working Capital. (iii) Each of the Estimated Balance Sheets, the Estimated Closing Statement, the Final Balance Sheets, and the Final Closing Statement shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Reference Statement was prepared. (iv) Without exception, the Base Working Capital shall not be subject to change (including by the Neutral Auditor), regardless of whether the items or amounts included therein were determined or recorded in accordance with GAAP.

Accounting Procedures. (ai) The Exhibit B hereto sets forth a statement (the “Reference Statement” set ”) prepared in good faith by Seller, in cooperation with Buyer, setting forth on Exhibit B describes (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial StatementsDecember 31, 2014, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Net Working Capital, and (D) Cash and Cash Equivalents of the Company, in each case, case prepared and calculated for the Acquired Companies Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration . For all purposes onlyhereunder, the balances reported by the Acquired Companies for each such line item as of August 27, 2017. Each of the Estimated Balance Sheets Net Working Capital and the Estimated Closing Cash Statement have been, and the Final Balance Sheets Closing Net Working Capital and the Final Closing Statement, Cash Statement and all determinations and calculations by any Person (including the Neutral AuditorAccounting Firm) of Cash and Cash Equivalents, Current Assets, Current Liabilities and or any Net Working Capital, Capital Amount shall be, in all circumstances be prepared and calculated solely strictly in accordance with the manner of determination and calculation and determination (as applicable) as shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions, exclusions and valuation and estimation methodologies) used and applied in preparing the Reference StatementStatement without deviation or exception in any manner, or for any reason, whatsoever; provided, however, provided that such calculations and determinations: (i1) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (ii2) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, or event occurring on or after the Closing; (iii) shall adhere to follow the defined terms contained in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; GAAP and (iv3) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. (bii) The Parties agree that: (iA) Following the Closing Date through the date on which payment, if any, is made by either any Party pursuant to Section 2.4(c2.4(d), or if the Parties agree that no such payment is required, on the date of such determination, Buyers Buyer shall not, and shall cause each Acquired the Company not to, take any action actions with respect to the accounting records, books, policies, policies or procedures of the Acquired Companies Company on which the Final Balance Sheets, Final Closing Net Working Capital and Closing Cash Statement (including the determinations and calculations therein), ) or the calculation of Final Net Working Capital or Final Closing Cash are to be based that are not consistent with the Company’s past practices of the Acquired Companies in all material respects or that would make it impracticable to calculate Closing Net Working Capital, Closing Cash, Final Net Working Capital or Final Closing Cash in the manner contemplated by this Agreement. (iiB) In no event shall any actions taken by Buyers Buyer or the Acquired Companies Company following the Closing with respect to the accounting records, books, policies, policies or procedures of the Acquired Companies Company on which the Final Balance Sheets, Final Closing Statement, Net Working Capital and Closing Cash Statement or the calculation of Final Net Working Capital or Final Closing Cash are to be based that are not consistent with the Agreed Accounting Policies and Principles (including but not limited to changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheets or Final Closing Net Working Capital and Closing Cash Statement (including the determinations and calculations contained therein) or the calculation of Final Net Working Capital. For the avoidance of doubt, any actions that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance Capital or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) shall be reversed for purposes of the Final Balance Sheets and Final Closing Cash. (C) The Estimated Net Working Capital and Closing Cash Statement, the Closing Net Working Capital and Closing Cash Statement and the calculation of Final Working Capital. (iii) Each of the Estimated Balance Sheets, the Estimated Closing Statement, the Final Balance Sheets, respective determinations and the Final Closing Statement calculations contained therein shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Reference Statement was prepared. (ivD) Without exception, the Base Target Net Working Capital shall not be subject to change (including by the Neutral AuditorAccounting Firm), regardless of whether the items or amounts included therein were determined or recorded in accordance with GAAP. (E) The determinations of Closing Net Working Capital and Final Net Working Capital, and the resulting payment of any adjustment contemplated by Section 2.4(d), are intended solely to reflect changes between Final Net Working Capital and Target Net Working Capital, and any such change can be measured only if the Closing Net Working Capital and Closing Cash Statement and the calculations and determinations therein (including of Closing Current Assets, Closing Current Liabilities and Closing Net Working Capital) are prepared using the same line items, accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections inclusions, exclusions and valuation and estimation methodologies) as were used and applied in connection with the preparation of the Reference Statement.

Accounting Procedures. Exhibit B sets forth a statement (a) The the “Reference Statement” set ”) prepared in good faith by the Company in cooperation with Buyer setting forth on Exhibit B describes (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial StatementsJune 30, 2017, the calculation of Table of Contents (Ai) Current Assets, (Bii) Current Company Liabilities, (iii) Closing Cash, (iv) Closing Indebtedness, (v) Closing Unpaid Company Transaction Expenses and (Cvi) Closing Net Working Capital, in each case, case prepared and calculated for the Acquired Companies in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration . For all purposes onlyhereunder, the balances reported by the Acquired Companies for each such line item as of August 27, 2017. Each of the Estimated Balance Sheets Preliminary Statement and the Estimated Closing Statement have been, and the Final Balance Sheets and the Final Closing Statement, and all determinations and calculations by any Person (including without limitation the Neutral AuditorAccounting Firm) of Current Assets, Current Liabilities and Company Liabilities, Closing Cash, Closing Indebtedness, Closing Unpaid Company Transaction Expenses or Closing Net Working Capital, Capital Amount shall be, in all circumstances be prepared and calculated solely strictly in accordance with the manner of determination and calculation and determination (as applicable) as shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions, exclusions and valuation and estimation methodologies) used and applied in preparing the Reference StatementStatement without deviation or exception in any manner, or for any reason, whatsoever; provided, however, provided that such calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, or event occurring on or after the Closing; (iii) shall adhere to the defined terms contained in this Agreement whether or not the definitions thereof are consistent with GAAP; and (iv) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. (b) The Parties agree that: (i) Following the Closing Date through the date on which payment, if any, is made by either Party pursuant to Section 2.4(c), or if the Parties agree that no such payment is required, on the date of such determination, Buyers shall not, ; and shall cause each Acquired Company not to, take any action with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement (including the determinations and calculations therein), or the calculation of Final Working Capital are to be based that are not consistent with the past practices of the Acquired Companies in all material respects or that would make it impracticable to calculate Final Working Capital in the manner contemplated by this Agreement. (ii) In no event shall any actions taken by Buyers or the Acquired Companies following the Closing with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement, or the calculation of Final Working Capital are to be based that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheets or Final Closing Statement or the calculation of Final Working Capital. For the avoidance of doubt, any actions that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) shall be reversed for purposes of the Final Balance Sheets and Final Closing Statement and the calculation of Final Working Capital. (iii) Each if a current asset or current liability of the Estimated Balance Sheets, the Estimated Closing Statement, the Final Balance Sheets, and the Final Closing Statement shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that Company not contemplated by the Reference Statement was preparedis identified or is appropriately determined that it should be recorded, then such current asset or current liability shall be included in the calculations and determinations as a Current Asset or Company Liability as if it were included on the Reference Statement. (iv) Without exception, the Base Working Capital shall not be subject to change (including by the Neutral Auditor), regardless of whether the items or amounts included therein were determined or recorded in accordance with GAAP.

Accounting Procedures. (a) The “Reference Statement” set forth on Exhibit B describes (i) the various line items used (or to be used) inFor all purposes hereunder, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Acquired Companies in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Acquired Companies for each such line item as of August 27, 2017. Each of the Estimated Balance Sheets and the Estimated Closing Statement have been, and the Final Balance Sheets and the Final Closing Statement, Statement and all determinations and calculations by any Person (including without limitation the Neutral AuditorAccounting Firm) of Cash and Cash Equivalents, Security Deposits, Company Expenses, Current Assets, Current Liabilities and or any Net Working Capital, Capital Amount shall be, in all circumstances be prepared and calculated solely strictly in accordance with the manner terms of calculation this Agreement and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference StatementAgreed Accounting Principles; provided, however, provided that such calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii1) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, decision or event occurring on or after the Closing; , (iii2) shall adhere to follow the defined terms contained in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; and , (iv3) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month, and (4) shall exclude any impact of the Closing, and any transaction outside of the ordinary course of business occurring on the Closing Date. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (bii) The Parties agree that: (iA) Following the Closing Date through the date on which payment, if any, is made by either any Party pursuant to Section 2.4(c2.4(d), or if the Parties agree that no such payment is required, on the date of such determination, Buyers Buyer shall not, and shall cause each Acquired the Company not to, take any action actions with respect to the accounting records, books, policies, policies or procedures of the Acquired Companies Company on which the Final Balance Sheets, Final Closing Statement (including the determinations and calculations therein), ) or the calculation of Final Net Working Capital are to be based that are not consistent with Capital, Final Closing Cash, the past practices of Final Closing Security Deposits or the Acquired Companies in all material respects or Final Closing Company Expenses that would make it impracticable to calculate Closing Net Working Capital, Closing Cash, Final Net Working Capital Capital, Final Closing Cash, the Final Closing Security Deposits or the Final Closing Company Expenses in the manner contemplated by this Agreement. (iiB) In no event shall any actions taken by Buyers Buyer or the Acquired Companies Company following the Closing with respect to the accounting records, books, policies, policies or procedures of the Acquired Companies Company on which the Closing Statement or calculation of Final Balance SheetsNet Working Capital, Final Closing Statement, Cash or the calculation of Final Working Capital Closing Security Deposits are to be based that are not consistent with the Agreed Accounting Policies and Principles (including but not limited to changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheets or Final Closing Statement (including the determinations and calculations contained therein) or the calculation of Final Net Working Capital. For the avoidance of doubt, any actions that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) shall be reversed for purposes of the Final Balance Sheets and Final Closing Statement and the calculation of Cash or Final Working CapitalClosing Security Deposits. (iiiC) Each of the Estimated Balance Sheets, the The Estimated Closing Statement, the Final Balance Sheets, Closing Statement and the Final Closing Statement respective determinations and calculations contained therein shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Reference Statement was preparedhereof. (ivD) Without exception, the Base Target Net Working Capital shall not be subject to change (including without limitation by the Neutral AuditorAccounting Firm), regardless of whether the items or amounts included therein were determined or recorded in accordance with GAAPthe Agreed Accounting Principles. (E) The determinations of Closing Net Working Capital and Final Net Working Capital, and the resulting payment of any adjustment contemplated by Section 2.4(d), are intended solely to reflect changes between Final Net Working Capital and Target Net Working Capital, and any such change can be measured only if the Closing Statement and the calculations and determinations therein (including of Closing Current Assets, Closing Current Liabilities and Closing Net Working Capital) are prepared using the same line items, accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections inclusions, exclusions and valuation and estimation methodologies) as were used and applied in connection with the preparation of Exhibit F, which are, for the avoidance of doubt, the same items as were used in preparation of the balance sheet of the Company for the fiscal year ended December 31, 2014, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby; provided, that the parties agree that the purpose of preparing the Closing Net Working Capital and determining the Net Working Capital and the related purchase price adjustment contemplated by this Section 2.4 is to measure changes in Net Working Capital, and such processes are not intended to permit the introduction of different accounting principles, practices, procedures, policies and methods (or classifications, judgments, elections inclusions, exclusions and valuation and estimation methodologies) for the purpose of preparing the Closing Net Working Capital or determining the Net Working Capital. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Accounting Procedures. The Estimated Purchase Price, the Proposed Purchase Price Calculations, the Final Purchase Price and the determinations and calculations contained therein (aincluding Estimated Closing Date Cash, Closing Date Cash, Closing Date Indebtedness, Estimated Working Capital, Closing Date Working Capital, the Working Capital Deficit, if any, and the Working Capital Surplus, if any) The “shall be prepared and calculated based on the reference financial information of the Transferred Companies and the Business prepared in accordance with GAAP, applied in a manner consistent with the Transaction Accounting Principles and Reference Statement” Working Capital Statement set forth on Exhibit B describes (i) the various line items used (or to be used) inB, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Acquired Companies in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Acquired Companies for each such line item as of August 27, 2017. Each of the Estimated Balance Sheets and the Estimated Closing Statement have been, and the Final Balance Sheets and the Final Closing Statement, and all determinations and calculations by any Person (including the Neutral Auditor) of Current Assets, Current Liabilities and Working Capital, shall be, prepared and calculated solely in accordance with the manner of calculation and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference Statement; provided, however, except that such statements, calculations and determinations: determinations (ia) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (iib) shall be based on facts and circumstances as they exist prior to the Closing and shall will exclude the effect of any act, decision, act or event decision of Buyer occurring on or after the Closing; , (iiic) shall adhere to follow the defined terms contained in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; GAAP and (ivd) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. (b) The Parties agree that: (i) Following the Closing Date through the date on which payment, if any, is made by either Party pursuant to Section 2.4(c), or if the Parties agree that no such payment is required, on the date of such determination, Buyers shall not, and shall cause each Acquired Company not to, take any action with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement (including the determinations and calculations therein), or the calculation of Final Working Capital are to be based that are not consistent with the past practices of the Acquired Companies in all material respects or that would make it impracticable to calculate Final Working Capital in the manner contemplated by this Agreement. (ii) In no event shall any actions taken by Buyers or the Acquired Companies following the Closing with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement, or the calculation of Final Working Capital are to be based that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheets or Final Closing Statement or the calculation of Final Working Capitalfiscal period. For the avoidance of doubt, in the event that there is any actions that are not consistent with inconsistency between GAAP, on the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) shall be reversed for purposes of the Final Balance Sheets and Final Closing Statement and the calculation of Final Working Capital. (iii) Each of the Estimated Balance Sheets, the Estimated Closing Statement, the Final Balance Sheetsone hand, and the Final Closing Transaction Accounting Principles and sample calculation of Reference Working Capital Statement set forth on Exhibit B, on the other hand, GAAP shall apply. For the avoidance of doubt, no amount shall be prepared and calculated without regard to any changes double-counted in GAAP made calculating the amounts comprising either the Estimated Purchase Price or taking effect after the date that the Reference Statement was preparedFinal Purchase Price. (iv) Without exception, the Base Working Capital shall not be subject to change (including by the Neutral Auditor), regardless of whether the items or amounts included therein were determined or recorded in accordance with GAAP.

Accounting Procedures. (a) The “Reference Statement” set forth on Exhibit B describes (i) the various line items used (or to be used) inFor all purposes hereunder, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Acquired Companies in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Acquired Companies for each such line item as of August 27, 2017. Each of the Estimated Balance Sheets and the Estimated Closing Statement have beenStatement, Estimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Net Working Capital Amount, Closing Date Cash, Closing Date Schedule, Closing Indebtedness and the Final Balance Sheets and the Final Closing StatementTransaction Expenses, and all determinations and calculations by any Person (including the Neutral AuditorDesignated Accounting Firm) of Cash and Cash Equivalents, Current Assets, Current Liabilities and or Net Working Capital, Capital shall be, in all circumstances be prepared and calculated solely strictly in accordance with the manner terms of calculation this Agreement and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference StatementAgreed Accounting Principles; provided, however, provided that such calculations and determinations: (iA) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (iiB) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, decision or event occurring on or after the Closing; , (iiiC) shall adhere to follow the defined terms contained in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; GAAP and (ivD) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata basis (as opposed to monthly accrual) basis being calculated as of the close of business on the day before the Closing Date), to account for a Closing that occurs on any date other than the last day of a calendar month. For illustrative purposes only, Exhibit C hereto sets forth a statement (the “Reference Statement”) prepared in good faith by the Company, in cooperation with Buyer, setting forth and illustrating as of April 30, 2018 the calculation of (x) the various line items used (or to be used) in (1) Current Assets, (2) Current Liabilities and (3) Net Working Capital, (y) Cash and Cash Equivalents and (z) Indebtedness, in each case prepared and calculated on a consolidated basis for the Group Companies in accordance with this Agreement and the Agreed Accounting Principles. (bii) The Parties agree that: (iA) Following the Closing Date through the date on which payment, if any, is made by either Party pursuant to Section 2.4(c2.8(e) or Section 2.8(f), or if the Parties Stockholder Representative and Buyer agree that no such payment is required, on the date of such determination, Buyers Buyer shall not, and shall cause each Acquired Group Company not to, take any action actions with respect to the accounting records, books, policies, records or procedures books of the Acquired Companies any Group Company on which the Final Balance SheetsEstimated Closing Statement, Final Estimated Net Working Capital Amount, Estimated Closing Statement Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Date Schedule, Closing Indebtedness and Transaction Expenses (including the determinations and calculations therein), or the calculation of Final Working Capital ) are to be based that are not consistent with the such Group Company’s past practices of the Acquired Companies in all material respects or that would make it impracticable to calculate Final Estimated Closing Statement, Estimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Date Schedule, Closing Indebtedness or Transaction Expenses in the manner contemplated by this Agreement. (iiB) In no event shall any actions taken by Buyers Buyer or the Acquired Companies any Group Company following the Closing with respect to the accounting records, books, policies, policies or procedures of the Acquired Companies any Group Company on which the Final Balance Sheets, Final Estimated Closing Statement, or the calculation of Final Estimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Net Working Capital Amount, Closing Date Cash, Closing Date Schedule, Closing Indebtedness or Transaction Expenses are to be based that are not consistent with the Agreed Accounting Policies and Principles (including but not limited to changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheets Estimated Closing Statement, Estimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness or Final Closing Statement Estimated Transaction Expenses (including the determinations and calculations contained therein) or the calculation of Final Working Capital. For the avoidance of doubtClosing Date Schedule, any actions that are not consistent with the Agreed Accounting Policies Closing Indebtedness and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) shall be reversed for purposes of the Final Balance Sheets and Final Closing Statement and the calculation of Final Working CapitalTransaction Expenses. (iiiC) Each of the Estimated Balance Sheets, the The Estimated Closing Statement, the Final Balance SheetsEstimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Net Working Capital Amount, Closing Date Cash, Closing Date Schedule, Closing Indebtedness or Transaction Expenses and the Final Closing Statement respective determinations and calculations contained therein shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that of the Reference Statement was preparedStatement. (ivD) Without exception, the Base Target Net Working Capital Amount shall not be subject to change (including by the Neutral AuditorDesignated Accounting Firm), regardless of whether the items or amounts included therein were determined or recorded in accordance with GAAP. (E) The determinations of the Estimated Net Working Capital Amount and the Closing Net Working Capital Amount and the resulting payment of any adjustment relating thereto contemplated by Section 2.8(e) and Section 2.8(f) are intended solely to reflect changes between the Closing Net Working Capital Amount and the Target Net Working Capital Amount and any such change can be measured only if the Estimated Net Working Capital Amount and the Closing Net Working Capital Amount and the calculations and determinations thereof (including of Current Assets, Current Liabilities and Net Working Capital) are prepared using the same line items, accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections inclusions, exclusions and valuation and estimation methodologies) as were used and applied in connection with the preparation of the Reference Statement.

Accounting Procedures. (a) The Exhibit F to this Agreement (the “Working Capital Reference Statement” set ”) sets forth on Exhibit B describes (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of of: (Ai) Current Assets, ; (Bii) Current Liabilities, ; and (Ciii) Working Capital, in each case, case prepared and calculated for the Acquired Companies Company Group in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Acquired Companies for each such line item as of August 27, 2017. Each of the Estimated Balance Sheets and Sheet, the Estimated Closing Statement have beenStatement, and the Final Balance Sheets Sheet and the Final Closing Statement, and all determinations and calculations by any Person (including the Neutral AuditorAccounting Firm) of Current Assets, Current Liabilities and Working Capital, Capital shall be, be prepared and calculated solely in accordance with the manner of calculation and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Working Capital Reference Statement; provided, however, provided that such calculations and determinations: (iA) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (iiB) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, decision or event occurring on or after the Closing; (iiiC) shall adhere to the defined terms contained used in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; and (ivD) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. (b) The Parties agree that: (i) Following following the Closing Date through the date on which payment, if any, is made by either any Party pursuant to Section 2.4(c)2.5, or if the Parties agree that no such payment is required, on the date of such determination, Buyers Buyer shall not, and shall cause each Acquired the Company Group not to, take any action with respect to the accounting records, books, policies, policies or procedures of the Acquired Companies Company Group on which the Final Balance SheetsSheet, Final Closing Statement (including the determinations and calculations therein), ) or the calculation of Final Working Capital are to be based that are not consistent with the past practices of the Acquired Companies Company Group in all material respects or that would make it impracticable to calculate Final Working Capital in the manner contemplated by this Agreement.; (ii) In no event neither Buyer nor the Company Group shall take any actions taken by Buyers or the Acquired Companies following the Closing with respect to the accounting records, books, policies, policies or procedures of the Acquired Companies Company Group on which the Final Balance SheetsSheet, Final Closing Statement, Statement or the calculation of Final Working Capital are to be based that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheets or Sheet and Final Closing Statement or the calculation of Final Working Capital. For the avoidance of doubt, any actions that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) shall be reversed for purposes of the Final Balance Sheets and Final Closing Statement and the calculation of Final Working Capital.; (iii) Each each of the Estimated Balance SheetsSheet, the Estimated Closing Statement, the Final Balance SheetsSheet, the Final Income Statement and the Final Closing Statement shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Working Capital Reference Statement was prepared.; (iv) Without without exception, the Base Target Working Capital shall not be subject to change (including by the Neutral AuditorAccounting Firm), regardless of whether the items or amounts included therein were determined or recorded in accordance with GAAP.;

Accounting Procedures. Exhibit B (a) The the “Reference Statement” set ”) sets forth on Exhibit B describes (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Acquired Companies Company and the Operating Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Acquired Companies Operating Company for each such line item as of August 27October 30, 20172016. Each of the Estimated Balance Sheets and Sheet, the Estimated Closing Statement have beenStatement, and the Final Balance Sheets Sheet, and the Final Closing Statement, and all determinations and calculations by any Person (including the Neutral Auditor) of Current Assets, Current Liabilities Liabilities, and Working Capital, shall be, be prepared and calculated solely in accordance with the manner of calculation and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference Statement; provided, however, that such calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, or event occurring on or after the Closing; (iii) shall adhere to the defined terms contained in this Agreement whether or not the definitions thereof are consistent with GAAP; and (iv) shall calculate any reserves, accruals, or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. (b) The Parties agree that: (i) Following the Closing Date through the date on which payment, if any, is made by either Party pursuant to Section 2.4(c), or if the Parties agree that no such payment is required, on the date of such determination, Buyers shall not, and shall cause each Acquired Company not to, take any action with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement (including the determinations and calculations therein), or the calculation of Final Working Capital are to be based that are not consistent with the past practices of the Acquired Companies in all material respects or that would make it impracticable to calculate Final Working Capital in the manner contemplated by this Agreement. (ii) In no event shall any actions taken by Buyers or the Acquired Companies following the Closing with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement, or the calculation of Final Working Capital are to be based that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheets or Final Closing Statement or the calculation of Final Working Capital. For the avoidance of doubt, any actions that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) shall be reversed for purposes of the Final Balance Sheets and Final Closing Statement and the calculation of Final Working Capital. (iii) Each of the Estimated Balance SheetsSheet, the Estimated Closing Statement, the Final Balance SheetsSheet, and the Final Closing Statement shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Reference Statement was prepared. (iv) Without exception; provided that any such changes in GAAP shall be provided to Buyer in writing after the date of the Reference Statement and before delivery of the Estimated Balance Sheet, the Base Working Capital shall not be subject to change (including by Estimated Closing Statement, the Neutral Auditor)Final Balance Sheet, regardless of whether and the items or amounts included therein were determined or recorded in accordance with GAAPFinal Closing Statement.