Common use of Calculation of Final Purchase Price Clause in Contracts

Calculation of Final Purchase Price. (i) No later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Acquiror an estimated Closing Date Balance Sheet (the “Estimated Closing Date Balance Sheet”) and Statement of Capital and Surplus (the “Estimated Statement of Capital and Surplus”) and a good faith calculation and estimate of: (A) the amount of Closing Date Cash on Hand (the “Estimated Cash on Hand”), (B) the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (C) the amount of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (D) the amount of Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), (E) the Statutory Capital Adjustment (the “Estimated Statutory Capital Adjustment”), (F) the Illinois Medicaid Adjustment Amount (the “Estimated Illinois Medicaid Adjustment Amount”), and (G) using the amounts referred to in clauses (A) through (F), the Estimated Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Estimated Closing Date Balance Sheet and the Estimated Statement of Capital and Surplus, the “Initial Closing Statements”). The Initial Closing Statements shall be prepared in accordance with the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. During the five (5) Business Days prior to the Closing, Seller and the Company Group shall provide Acquiror and its representatives with access to information that Acquiror reasonably requests relating to the Initial Closing Statements and Seller’s preparation thereof. Seller shall consider in good faith any changes Acquiror proposes to the Initial Closing Statements. (ii) As promptly as practicable, but no later than sixty (60) days following the end of the Run-Out Period, Acquiror shall deliver to Seller the Closing Date Balance Sheet and the Statement of Capital and Surplus and a good faith calculation of: (A) the amount of Closing Date Cash on Hand, (B) the Net Working Capital Adjustment, (C) the amount of Closing Date Indebtedness, (D) the amount of Closing Date Transaction Expenses, (E) the Statutory Capital Adjustment, (F) the Illinois Medicaid Adjustment Amount, and (G) using the amounts referred to in clauses (A) through (F), a proposed calculation of the Final Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Closing Date Balance Sheet and the Statement of Capital and Surplus, the “Preliminary Adjustment Statements”). The Preliminary Adjustment Statements shall be prepared in accordance with the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. For the avoidance of doubt, the Preliminary Adjustment Statements will be adjusted to take into account any items reflected thereon which items have been paid by the Seller from assets outside of the Company Group and its Subsidiaries after the Closing Date pursuant to Section 10.1(b) but prior to the determination of the Final Purchase Price, so as to avoid double-counting of such items. (iii) Acquiror shall not, and shall cause its Affiliates not to, take any action with respect to the accounting books, records, policies and procedures of the Company Group and its Subsidiaries that would obstruct or prevent the preparation or review of the Preliminary Adjustment Statements. Acquiror shall reasonably cooperate, and shall cause the Company Group and its Subsidiaries to reasonably cooperate, with Seller in the review of each of the Preliminary Adjustment Statements, including (A) providing Seller and its representatives with reasonable access during normal business hours and upon reasonable notice to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of the foregoing and (B) cooperating in all reasonable respects with Seller and its representatives, including the provision on a timely basis of all other information necessary in connection with the review of such Preliminary Adjustment Statements; subject to Access Limitations; provided, that the accountants of Acquiror shall not be obliged to make any work papers available to Seller except in accordance with such accountants’ normal disclosure procedures and then only after Seller has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants. (iv) If Seller disagrees with any of the items included in the Preliminary Adjustment Statements, then Seller may, within the sixty (60) day period immediately following Seller’s receipt of the Preliminary Adjustment Statements, deliver a written notice of the specific item in disagreement to Acquiror (a “Notice of Disagreement”). Each disagreement contained in a Notice of Disagreement will specify in reasonable detail the nature and amount of such Disputed Item, as well as a reasonable basis therefor and relevant supporting documentation and calculations (each specific item in disagreement meeting the requirements of this Section 2.4(c)(iv) and included in a timely Notice of Disagreement, a “Disputed Item”), and any other items and amounts that are not Disputed Items, and the calculation thereof, set forth in the Preliminary Adjustment Statements shall be final and binding on the parties. If Seller does not deliver a timely Notice of Disagreement meeting the requirements of this Section 2.4(c)(iv), then the Preliminary Adjustment Statements delivered by Acquiror pursuant to Section 2.4(c)(ii) above shall be final and binding on the parties and deemed to set forth the Final Purchase Price. If Seller delivers a timely Notice of Disagreement meeting the requirements of this Section 2.4(c)(iv), then, during the thirty (30) day period following delivery of such Notice of Disagreement (the “Resolution Period”), Acquiror and Seller shall seek in good faith to resolve the Disputed Item(s). During the Resolution Period, Seller shall reasonably cooperate with Acquiror in its review of Notice of Disagreement, including (A) provide Acquiror and its representatives with reasonable access during normal business hours and upon reasonable notice to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of the foregoing and (B) cooperate in all reasonable respects with Acquiror and its representatives, including the provision on a timely basis of all other information necessary in connection with the review of such Notice of Disagreement, subject to Access Limitations; provided that the accountants of Seller shall not be obliged to make any work papers available to Acquiror except in accordance with such accountants’ normal disclosure procedures and then only after Acquiror has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants. (v) If, at the end of the Resolution Period, Acquiror and Seller have not resolved each Disputed Item, then either Acquiror or Seller may cause each unresolved Disputed Item to be submitted to Ernst & Young LLP (it being agreed a separate group that does not provide services to Acquiror or Seller will be dedicated to resolving any Disputed Item) or, if Ernst & Young LLP is unwilling or unable to serve, a nationally-recognized accounting firm mutually agreed to by Seller and Acquiror (the “Accounting Firm”), for review and resolution. The Accounting Firm shall, and Acquiror and Seller shall cause the Accounting Firm to, (A) act as an expert and not an arbitrator, (B) make a final determination based solely on the applicable provisions of this Agreement (and not by independent review), including application of the Accounting Principles, (C) base its decision on a single presentation submitted in writing by each of Acquiror and Seller and on one (1) written response to each such presentation (unless the Accounting Firm requests an additional response from either Acquiror or Seller), and not on independent investigation, and (D) with respect to each unresolved Disputed Item, render a determination within the ranges of values claimed by each of Acquiror and Seller (which shall not be greater than or less than the values set forth in the Preliminary Adjustment Statements or the Notice of Disagreement, as applicable). Each of Seller and Acquiror shall use commercially reasonable efforts to cause the Accounting Firm to render a final determination as to each Disputed Item within thirty (30) days following the engagement of the Accounting Firm. During such thirty (30) day period, each of Acquiror and Seller shall provide the Accounting Firm with reasonable access to information relating to any Disputed Item, subject to Access Limitations. The fees and expenses of the Accounting Firm shall be borne by Seller, on the one hand, and Acquiror, on the other hand, in the same proportion that the aggregate amount of the Disputed Items unsuccessfully disputed by each (as finally determined by the Accounting Firm) bears to the aggregate amount of the Disputed Items submitted to the Accounting Firm for review and resolution. (vi) The final determination as to each Disputed Item as determined by the Accounting Firm shall be final and binding on the parties hereto, absent a showing of a mathematical error by the Accounting Firm or fraud or willful misconduct. The Purchase Price as finally determined pursuant to this Section 2.4(c) shall be referred to herein as the “Final Purchase Price”.

Calculation of Final Purchase Price. (ia) No later than five (5) Business Days prior to On or before the 90th day following the Closing Date, Seller Buyer shall prepare (i) prepare, or cause to be prepared, a consolidated balance sheet of each of Southern Counties and deliver to Acquiror an estimated Aquarius Financial as of the close of business on the Closing Date Balance Sheet Date, and a calculation of the Closing Working Capital and the Final Purchase Price based thereon (collectively, the “Estimated Closing Date Balance Sheet”) and Statement of Capital and Surplus (the “Estimated Statement of Capital and Surplus”) and a good faith calculation and estimate of: (A) the amount of Closing Date Cash on Hand (the “Estimated Cash on Hand”), (B) the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (C) the amount of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (D) the amount of Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), (E) the Statutory Capital Adjustment (the “Estimated Statutory Capital Adjustment”), (F) the Illinois Medicaid Adjustment Amount (the “Estimated Illinois Medicaid Adjustment AmountFinancial Information”), and (Gii) using deliver the amounts referred Closing Financial Information to Sellers’ Representative. The Closing Financial Information shall be determined in clauses (A) through (F), the Estimated Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Estimated Closing Date Balance Sheet and the Estimated Statement of Capital and Surplus, the “Initial Closing Statements”accordance with Section 2.2(a). The Initial Closing Statements shall be prepared Purchase Price, once finally resolved and/or agreed to in accordance with this Section 2.4 shall become the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. During the five (5) Business Days prior to the Closing, Seller and the Company Group shall provide Acquiror and its representatives with access to information that Acquiror reasonably requests relating to the Initial Closing Statements and Seller’s preparation thereof. Seller shall consider in good faith any changes Acquiror proposes to the Initial Closing Statements“Final Purchase Price”. (iib) As promptly as practicable, but no later than sixty (60) days During the thirty day period following the end delivery of the Run-Out PeriodClosing Financial Information to Sellers’ Representative, Acquiror Sellers’ Representative shall deliver be permitted to Seller review the books, records, accounting records and accounting work papers used by Buyer in the preparation of the Closing Date Balance Sheet Financial Information. The Final Purchase Price as calculated by Buyer shall be final and the Statement of Capital and Surplus and a good faith calculation of: (A) the amount of Closing Date Cash on Hand, (B) the Net Working Capital Adjustment, (C) the amount of Closing Date Indebtedness, (D) the amount of Closing Date Transaction Expenses, (E) the Statutory Capital Adjustment, (F) the Illinois Medicaid Adjustment Amountbinding on, and non-appealable by, the Parties on the thirtieth day following delivery of the Closing Financial Information, unless Sellers’ Representative gives written notice of his disagreement (Gthe “Notice of Disagreement”) using with the amounts referred to in clauses (A) through (F), a proposed calculation of the Final Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Closing Date Balance Sheet and the Statement of Capital and Surplus, the “Preliminary Adjustment Statements”)to Buyer on or prior to such date. The Preliminary Adjustment Statements shall be prepared in accordance with the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. For the avoidance of doubt, the Preliminary Adjustment Statements will be adjusted to take into account any items reflected thereon which items have been paid by the Seller from assets outside of the Company Group and its Subsidiaries after the Closing Date pursuant to Section 10.1(b) but prior to the determination of the Final Purchase Price, so as to avoid double-counting of such items. (iii) Acquiror shall not, and shall cause its Affiliates not to, take any action with respect to the accounting books, records, policies and procedures of the Company Group and its Subsidiaries that would obstruct or prevent the preparation or review of the Preliminary Adjustment Statements. Acquiror shall reasonably cooperate, and shall cause the Company Group and its Subsidiaries to reasonably cooperate, with Seller in the review of each of the Preliminary Adjustment Statements, including (A) providing Seller and its representatives with reasonable access during normal business hours and upon reasonable notice to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of the foregoing and (B) cooperating in all reasonable respects with Seller and its representatives, including the provision on a timely basis of all other information necessary in connection with the review of such Preliminary Adjustment Statements; subject to Access Limitations; provided, that the accountants of Acquiror shall not be obliged to make any work papers available to Seller except in accordance with such accountants’ normal disclosure procedures and then only after Seller has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants. (iv) If Seller disagrees with any of the items included in the Preliminary Adjustment Statements, then Seller may, within the sixty (60) day period immediately following Seller’s receipt of the Preliminary Adjustment Statements, deliver a written notice of the specific item in disagreement to Acquiror (a “Notice of Disagreement”). Each disagreement contained in a Notice of Disagreement will shall (i) specify in reasonable detail detail, and on a line item by line item basis, the disputed items and the nature and amount of any disagreement so asserted (the “Disputed Items”), (ii) an alternative amount for each such Disputed Item, (iii) a proposed calculation by Sellers’ Representative of the Closing Working Capital and the Final Purchase Price based thereon, and (iv) only include disagreements based on one of the foregoing not being calculated in accordance with Section 2.2 or mathematical or factual errors. All items in the Closing Financial Information which are not specified in the Notice of Disagreement as well as a reasonable basis therefor being Disputed Items shall be deemed accepted by the Sellers’ Representative on behalf of the Sellers and relevant supporting documentation shall not be subject to any further dispute or adjustment. (c) If Sellers’ Representative duly and calculations (each specific item in disagreement meeting timely delivers to Buyer the requirements of this Section 2.4(c)(iv) and included in a timely Notice of Disagreement, a “Disputed Item”), and any other items and amounts that are not Disputed Items, and then the calculation thereof, set forth in of the Preliminary Adjustment Statements Final Purchase Price shall be become final and binding on, and non-appealable by, the Parties on the parties. If Seller does not deliver a timely Notice earlier of Disagreement meeting (i) the requirements of this Section 2.4(c)(iv), then date Sellers’ Representative and Buyer resolve in writing all differences they have with respect to the Preliminary Adjustment Statements delivered by Acquiror pursuant to Section 2.4(c)(ii) above shall be final and binding on matters specified in the parties and deemed to set forth the Final Purchase Price. If Seller delivers a timely Notice of Disagreement meeting the requirements of this Section 2.4(c)(iv), then, during the thirty (30) day period following delivery of such Notice of Disagreement (the “Resolution Period”), Acquiror and Seller shall seek in good faith to resolve the Disputed Item(s). During the Resolution Period, Seller shall reasonably cooperate with Acquiror in its review of Notice of Disagreement, including or (Aii) provide Acquiror the date all disputed matters are finally resolved in writing by the Reviewing Accountant (as defined below). If Sellers’ Representative and its representatives Buyer fail to resolve the issues outstanding with reasonable access during normal business hours and upon reasonable notice respect to the books, records (including work papers, schedules, memoranda Notice of Disagreement and other documents), facilities and employees the calculation of the foregoing and (B) cooperate in all reasonable respects with Acquiror and its representatives, including Final Purchase Price within thirty days after Buyer’s receipt of the provision on a timely basis of all other information necessary in connection with the review of such Notice of Disagreement, subject then Sellers’ Representative and Buyer shall submit the issues remaining in dispute to Access Limitations; provided that the accountants of Seller shall not be obliged to make any work papers available to Acquiror except in accordance with such accountants’ normal disclosure procedures a partner having relevant expertise and then only after Acquiror has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants. (v) Ifpracticing at CBIZ, at the end of the Resolution Period, Acquiror and Seller have not resolved each Disputed Item, then either Acquiror or Seller may cause each unresolved Disputed Item to be submitted to Ernst & Young LLP (it being agreed a separate group that does not provide services to Acquiror or Seller will be dedicated to resolving any Disputed Item) or, if Ernst & Young LLP such firm is unable or unwilling or unable to serveact, a nationally-partner having relevant expertise at such other regionally recognized independent public accounting firm mutually as shall be agreed to upon by Seller and Acquiror the Parties in writing (the “Accounting FirmReviewing Accountant”), for review . Sellers’ Representative and resolution. The Accounting Firm shall, and Acquiror and Seller Buyer shall cause jointly instruct the Accounting Firm to, Reviewing Accountant that it (A) shall act as an expert and not as an arbitrator, (B) make a final determination based solely on shall review only the applicable provisions matters that were properly included in the Notice of this Agreement (and not by independent review), including application of the Accounting PrinciplesDisagreement, (C) base shall make its decision on a single presentation submitted determination based upon the terms and conditions set forth in writing by each Section 2.2 and this Section 2.4(c) and within the range of Acquiror and Seller and on one (1) written response to each such presentation (unless the Accounting Firm requests an additional response from either Acquiror or Seller)amount of Final Purchase Price set forth in the Closing Financial Information, and not on independent investigation(2) the amount of Final Purchase Price set forth in the Notice of Disagreement, and (D) with respect to each unresolved Disputed Item, shall render a determination its decision within sixty days after the ranges of values claimed by each of Acquiror and Seller (which shall not be greater than or less than the values set forth in the Preliminary Adjustment Statements or the Notice of Disagreement, as applicable). Each of Seller and Acquiror shall use commercially reasonable efforts to cause the Accounting Firm to render a final determination as to each Disputed Item within thirty (30) days following the engagement referral of the Accounting Firmdispute to the Reviewing Accountant for a decision pursuant hereto. During such thirty (30) day periodThe determination by the Reviewing Accountant shall be final and binding on, each of Acquiror and Seller shall provide non-appealable by, the Accounting Firm with reasonable access to information relating to any Disputed Item, subject to Access LimitationsParties. The fees and expenses of the Accounting Firm shall be borne by Seller, on the one hand, and Acquiror, on the other hand, Reviewing Accountant incurred in the same proportion that the aggregate amount of the Disputed Items unsuccessfully disputed by each (as finally determined by the Accounting Firm) bears to the aggregate amount of the Disputed Items submitted to the Accounting Firm for review and resolution. (vi) The final determination as to each Disputed Item as determined by the Accounting Firm shall be final and binding on the parties hereto, absent a showing of a mathematical error by the Accounting Firm or fraud or willful misconduct. The Purchase Price as finally determined rendering any judgment pursuant to this Section 2.4(c) 2.4 shall be referred paid one-half by Sellers’ Representative and one-half by Buyer. The fees and expenses of Sellers’ Representative’s advisors incurred in connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be paid by Sellers’ Representative, and the fees and expenses of Buyer’s advisors incurred in connection with its preparation of the Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be paid by Buyer. Judgment may be entered upon the determination of the Reviewing Accountant in any court having jurisdiction over the Party against which such determination is to herein as the “Final Purchase Price”be enforced.

Calculation of Final Purchase Price. (ia) No later than five On or before the forty-fifth (545th) Business Days prior to calendar day following the Closing Date, Seller Buyer shall prepare and deliver (i) prepare, or cause to Acquiror an estimated be prepared, a calculation of the Closing Date Balance Sheet (the “Estimated Working Capital, Closing Date Balance Sheet”) and Statement of Capital and Surplus (the “Estimated Statement of Capital and Surplus”) and a good faith calculation and estimate of: (A) the amount of Cash, Closing Date Cash on Hand (the “Estimated Cash on Hand”), (B) the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (C) the amount of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (D) the amount of Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), (E) the Statutory Capital Adjustment (the “Estimated Statutory Capital Adjustment”), (F) the Illinois Medicaid Adjustment Amount (the “Estimated Illinois Medicaid Adjustment Amount”), and (G) using the amounts referred to in clauses (A) through (F), the Estimated Closing Indebtedness and the adjusted Purchase Price based thereon (collectively, the calculations “Closing Financial Information”) and estimates set forth in clauses (Aii) through (G), deliver the Estimated Closing Date Balance Sheet and the Estimated Statement of Capital and Surplus, the “Initial Closing Statements”). The Initial Closing Statements shall be prepared in accordance with the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. During the five (5) Business Days prior Financial Information to the Closing, Seller and the Company Group shall provide Acquiror and its representatives with access to information that Acquiror reasonably requests relating to the Initial Closing Statements and Seller’s preparation thereof. Seller shall consider in good faith any changes Acquiror proposes have the right, at Seller’s sole expense, to observe the Initial Closing Statements. (ii) As promptly as practicable, but no later than sixty (60) days following the end of the Run-Out Period, Acquiror shall deliver to Seller the Closing Date Balance Sheet and the Statement of Capital and Surplus and a good faith calculation of: (A) the amount of Closing Date Cash on Hand, (B) the Net Working Capital Adjustment, (C) the amount of Closing Date Indebtedness, (D) the amount of Closing Date Transaction Expenses, (E) the Statutory Capital Adjustment, (F) the Illinois Medicaid Adjustment Amount, and (G) using the amounts referred to in clauses (A) through (F), a proposed calculation of the Final Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Closing Date Balance Sheet and the Statement of Capital and Surplus, the “Preliminary Adjustment Statements”). The Preliminary Adjustment Statements shall be prepared in accordance with the Accounting Principles and this Agreement and be accompanied physical inventory performed by reasonable supporting detail. For the avoidance of doubt, the Preliminary Adjustment Statements will be adjusted to take into account any items reflected thereon which items have been paid by the Seller from assets outside of the Company Group Buyer and its Subsidiaries after the Closing Date pursuant to Section 10.1(b) but prior to the determination of the Final Purchase Price, so as to avoid double-counting of such items. (iii) Acquiror shall not, and shall cause its Affiliates not to, take any action with respect to the accounting books, records, policies and procedures of the Company Group and its Subsidiaries that would obstruct or prevent the preparation or review of the Preliminary Adjustment Statements. Acquiror shall reasonably cooperate, and shall cause the Company Group and its Subsidiaries to reasonably cooperate, with Seller in the review of each of the Preliminary Adjustment Statements, including (A) providing Seller and its representatives with reasonable access during normal business hours and upon reasonable notice to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of the foregoing and (B) cooperating in all reasonable respects with Seller and its representatives, including the provision on a timely basis of all other information necessary Representatives in connection with the review preparation of such Preliminary Adjustment Statements; subject to Access Limitations; provided, that the accountants of Acquiror shall not be obliged to make any work papers available to Seller except in accordance with such accountants’ normal disclosure procedures and then only after Seller has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountantsClosing Financial Information. (ivb) If Seller disagrees with any of During the items included in the Preliminary Adjustment Statements, then Seller may, within the sixty forty-five (6045) day period immediately following Seller’s receipt of the Preliminary Adjustment StatementsClosing Financial Information, deliver a Seller shall be permitted, upon reasonable advance written notice to the Company, reasonable access to review the books, records, accounting records and accounting work papers (including work papers of Buyer’s outside accountants, but only if Seller executes an access agreement provided by such outside accountant) used in the preparation of the Closing Financial Information. The Purchase Price as calculated by Buyer shall become final and binding upon the parties on the 45th calendar day following Seller’s receipt of the Closing Financial Information, unless Seller gives written notice of its disagreement (the specific item in disagreement to Acquiror (a “Notice of Disagreement”)) with Buyer’s calculation of the Purchase Price to Buyer prior to such date. Each disagreement contained in a The Notice of Disagreement will shall specify in reasonable detail the nature and amount Seller’s good faith calculation of such Disputed Item, as well as a reasonable basis therefor and relevant supporting documentation and calculations each item of the Closing Financial Information that is in dispute. (each specific item in disagreement meeting c) If Seller timely delivers to Buyer the requirements of this Section 2.4(c)(iv) and included in a timely Notice of Disagreement, a “Disputed Item”), then the calculation of the Purchase Price shall become final and any other items and amounts that binding upon the parties on the earlier of (i) the date the parties resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date all disputed matters are not Disputed Items, finally resolved in writing by the Reviewing Accountant. If the parties fail to resolve the issues outstanding with respect to the Notice of Disagreement and the calculation thereof, set forth in of the Preliminary Adjustment Statements shall be final and binding on the parties. If Seller does not deliver a timely Notice of Disagreement meeting the requirements of this Section 2.4(c)(iv), then the Preliminary Adjustment Statements delivered by Acquiror pursuant to Section 2.4(c)(ii) above shall be final and binding on the parties and deemed to set forth the Final Purchase Price. If Seller delivers a timely Notice of Disagreement meeting the requirements of this Section 2.4(c)(iv), then, during the Price within thirty (30) day period following delivery days after Buyer’s receipt of such Notice of Disagreement (the “Resolution Period”), Acquiror and Seller shall seek in good faith to resolve the Disputed Item(s). During the Resolution Period, Seller shall reasonably cooperate with Acquiror in its review of Notice of Disagreement, including the parties shall submit the issues remaining in dispute to a partner having relevant expertise and practicing at the Detroit, Michigan office of PricewaterhouseCoopers LLP, or, if such firm is unable or unwilling to act, a partner having relevant expertise at such other nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing (the “Reviewing Accountant”). Seller and Buyer shall jointly instruct the Reviewing Accountant that it (A) provide Acquiror and its representatives with reasonable access during normal business hours and upon reasonable notice to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of the foregoing and (B) cooperate in all reasonable respects with Acquiror and its representatives, including the provision on a timely basis of all other information necessary in connection with the review of such Notice of Disagreement, subject to Access Limitations; provided that the accountants of Seller shall not be obliged to make any work papers available to Acquiror except in accordance with such accountants’ normal disclosure procedures and then only after Acquiror has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants. (v) If, at the end of the Resolution Period, Acquiror and Seller have not resolved each Disputed Item, then either Acquiror or Seller may cause each unresolved Disputed Item to be submitted to Ernst & Young LLP (it being agreed a separate group that does not provide services to Acquiror or Seller will be dedicated to resolving any Disputed Item) or, if Ernst & Young LLP is unwilling or unable to serve, a nationally-recognized accounting firm mutually agreed to by Seller and Acquiror (the “Accounting Firm”), for review and resolution. The Accounting Firm shall, and Acquiror and Seller shall cause the Accounting Firm to, (A) act as an expert and not as an arbitrator, (B) make a final determination based solely on shall review only the applicable provisions matters that were included in the Notice of this Agreement (Disagreement and not by independent review), including application of that remain in dispute between the Accounting Principlesparties, (C) base shall make its decision on a single presentation submitted determination based upon the terms and conditions set forth in writing by each this Section 1.4(c) and within the range of Acquiror and Seller and on one (1) written response to each such presentation the amount of the disputed items set forth in the Closing Financial Information and (unless 2) the Accounting Firm requests an additional response from either Acquiror or Seller), and not on independent investigation, amount of the disputed items set forth in the Notice of Disagreement and (D) with respect to each unresolved Disputed Item, shall render a determination its decision within the ranges of values claimed by each of Acquiror and Seller sixty (which shall not be greater than or less than the values set forth in the Preliminary Adjustment Statements or the Notice of Disagreement, as applicable). Each of Seller and Acquiror shall use commercially reasonable efforts to cause the Accounting Firm to render a final determination as to each Disputed Item within thirty (3060) days following after the engagement referral of the Accounting Firmdispute to the Reviewing Accountant for a decision pursuant hereto. During such thirty (30) day periodThe determination by the Reviewing Accountant shall be final, each of Acquiror binding and Seller shall provide conclusive on the Accounting Firm with reasonable access to information relating to any Disputed Item, subject to Access Limitationsparties. The fees and expenses of the Accounting Firm Reviewing Accountant incurred in rendering any judgment pursuant to this Section 1.4 shall be borne solely by the non-prevailing party. The fees and expenses of Seller’s advisors incurred in connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be borne by Seller, on and the one hand, fees and Acquiror, on the other hand, expenses of Buyer’s advisors incurred in the same proportion that the aggregate amount connection with its preparation of the Disputed Items unsuccessfully disputed Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be borne by each (as finally determined by Buyer. Judgment may be entered upon the Accounting Firm) bears to the aggregate amount determination of the Disputed Items submitted Reviewing Accountant in any court having jurisdiction over the party against which such determination is to the Accounting Firm for review and resolution. (vi) The final determination as to each Disputed Item as determined by the Accounting Firm shall be final and binding on the parties hereto, absent a showing of a mathematical error by the Accounting Firm or fraud or willful misconductenforced. The Purchase Price as finally determined pursuant Price, once modified and/or agreed to in accordance with this Section 2.4(c) 1.4 shall be referred to herein as become the “Final Purchase Price”.

Calculation of Final Purchase Price. (ia) No later than five (5) Business Days prior to On or before the 60th calendar day following the Closing Date, Seller shall prepare and deliver (i) prepare, or cause to Acquiror an estimated be prepared, a balance sheet of the Company as of the close of business on the Closing Date Balance Sheet (the “Estimated Closing Date Balance Sheet”) and Statement of Capital and Surplus (the “Estimated Statement of Capital and Surplus”) Date, and a good faith calculation and estimate of: (A) of the amount of Closing Date Cash on Hand (the “Estimated Cash on Hand”), (B) the Net Working Capital Adjustment (and the “Estimated Net Working Capital Adjustment”), (C) the amount of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (D) the amount of Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), (E) the Statutory Capital Adjustment (the “Estimated Statutory Capital Adjustment”), (F) the Illinois Medicaid Adjustment Amount (the “Estimated Illinois Medicaid Adjustment Amount”), and (G) using the amounts referred to in clauses (A) through (F), the Estimated Purchase Price based thereon (collectively, the calculations “Closing Financial Information”) and estimates set forth in clauses (Aii) through (G), deliver the Estimated Closing Date Balance Sheet and the Estimated Statement of Capital and Surplus, the “Initial Closing Statements”)Financial Information to Buyer. The Initial Closing Statements Financial Information shall be prepared determined in accordance with the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. During the five (5) Business Days prior to the Closing, Seller and the Company Group shall provide Acquiror and its representatives with access to information that Acquiror reasonably requests relating to the Initial Closing Statements and Seller’s preparation thereof. Seller shall consider in good faith any changes Acquiror proposes to the Initial Closing StatementsGAAP. (iib) As promptly as practicable, but no later than sixty (60) days During the 30-day period following the end delivery of the Run-Out PeriodClosing Financial Information to Buyer, Acquiror shall deliver to Seller the Closing Date Balance Sheet and the Statement of Capital and Surplus and a good faith calculation of: (A) the amount of Closing Date Cash on Hand, (B) the Net Working Capital Adjustment, (C) the amount of Closing Date Indebtedness, (D) the amount of Closing Date Transaction Expenses, (E) the Statutory Capital Adjustment, (F) the Illinois Medicaid Adjustment Amount, and (G) using the amounts referred to in clauses (A) through (F), a proposed calculation of the Final Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Closing Date Balance Sheet and the Statement of Capital and Surplus, the “Preliminary Adjustment Statements”). The Preliminary Adjustment Statements Buyer shall be prepared in accordance with permitted to review the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. For the avoidance of doubt, the Preliminary Adjustment Statements will be adjusted to take into account any items reflected thereon which items have been paid by the Seller from assets outside of the Company Group and its Subsidiaries after the Closing Date pursuant to Section 10.1(b) but prior to the determination of the Final Purchase Price, so as to avoid double-counting of such items. (iii) Acquiror shall not, and shall cause its Affiliates not to, take any action with respect to the accounting books, records, policies accounting records and procedures accounting work papers used in the preparation of the Company Group Closing Financial Information. The Purchase Price as calculated by Seller shall become final and its Subsidiaries that would obstruct or prevent binding upon the preparation or review parties on the 30th calendar day following delivery of the Preliminary Adjustment Statements. Acquiror shall reasonably cooperateClosing Financial Information, and shall cause the Company Group and its Subsidiaries to reasonably cooperate, with Seller in the review of each of the Preliminary Adjustment Statements, including (A) providing Seller and its representatives with reasonable access during normal business hours and upon reasonable notice to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of the foregoing and (B) cooperating in all reasonable respects with Seller and its representatives, including the provision on a timely basis of all other information necessary in connection with the review of such Preliminary Adjustment Statements; subject to Access Limitations; provided, that the accountants of Acquiror shall not be obliged to make any work papers available to Seller except in accordance with such accountants’ normal disclosure procedures and then only after Seller has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants. (iv) If Seller disagrees with any of the items included in the Preliminary Adjustment Statements, then Seller may, within the sixty (60) day period immediately following Seller’s receipt of the Preliminary Adjustment Statements, deliver a unless Buyer gives written notice of its disagreement (the specific item in disagreement to Acquiror (a “Notice of Disagreement”)) with the calculation of the Purchase Price to Seller prior to such date. Each disagreement contained in a The Notice of Disagreement will shall specify in reasonable detail the nature and amount basis of such Disputed Item, as well as a reasonable basis therefor and relevant supporting documentation and calculations any disagreement so asserted. (each specific item in disagreement meeting c) If Buyer timely delivers to Seller the requirements of this Section 2.4(c)(iv) and included in a timely Notice of Disagreement, a “Disputed Item”then the calculation of the Purchase Price shall become final and binding upon the parties on the earlier of (x) the date the parties resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all disputed matters are finally resolved in writing by the Reviewing Accountant (as defined below), and any other items and amounts that are not Disputed Items, . If the parties fail to resolve the issues outstanding with respect to the Notice of Disagreement and the calculation thereof, set forth in of the Preliminary Adjustment Statements shall be final and binding on Purchase Price within 30 days after Seller’s receipt of the parties. If Seller does not deliver a timely Notice of Disagreement meeting the requirements of this Section 2.4(c)(iv), then the Preliminary Adjustment Statements delivered by Acquiror pursuant to Section 2.4(c)(ii) above shall be final and binding on the parties and deemed to set forth the Final Purchase Price. If Seller delivers a timely Notice of Disagreement meeting the requirements of this Section 2.4(c)(iv), then, during the thirty (30) day period following delivery of such Notice of Disagreement (the “Resolution Period”), Acquiror and Seller shall seek in good faith to resolve the Disputed Item(s). During the Resolution Period, Seller shall reasonably cooperate with Acquiror in its review of Notice of Disagreement, including the parties shall submit the issues remaining in dispute to a partner having relevant expertise and practicing at a nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing (the “Reviewing Accountant”). Seller and Buyer shall jointly instruct the Reviewing Accountant that it (A) provide Acquiror and its representatives with reasonable access during normal business hours and upon reasonable notice to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of the foregoing and (B) cooperate in all reasonable respects with Acquiror and its representatives, including the provision on a timely basis of all other information necessary in connection with the review of such Notice of Disagreement, subject to Access Limitations; provided that the accountants of Seller shall not be obliged to make any work papers available to Acquiror except in accordance with such accountants’ normal disclosure procedures and then only after Acquiror has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants. (v) If, at the end of the Resolution Period, Acquiror and Seller have not resolved each Disputed Item, then either Acquiror or Seller may cause each unresolved Disputed Item to be submitted to Ernst & Young LLP (it being agreed a separate group that does not provide services to Acquiror or Seller will be dedicated to resolving any Disputed Item) or, if Ernst & Young LLP is unwilling or unable to serve, a nationally-recognized accounting firm mutually agreed to by Seller and Acquiror (the “Accounting Firm”), for review and resolution. The Accounting Firm shall, and Acquiror and Seller shall cause the Accounting Firm to, (A) act as an expert and not as an arbitrator, (B) make a final determination based solely on shall review only the applicable provisions matters that were properly included in the Notice of this Agreement (and not by independent review), including application of the Accounting PrinciplesDisagreement, (C) base shall make its decision on a single presentation submitted determination based upon the terms and conditions set forth in writing by each of Acquiror and Seller and on one (1) written response to each such presentation (unless the Accounting Firm requests an additional response from either Acquiror or Sellerthis Section 1.4(c), and not on independent investigation, and (D) with respect to each unresolved Disputed Item, shall render a determination its decision within 60 days after the ranges of values claimed by each of Acquiror and Seller (which shall not be greater than or less than the values set forth in the Preliminary Adjustment Statements or the Notice of Disagreement, as applicable). Each of Seller and Acquiror shall use commercially reasonable efforts to cause the Accounting Firm to render a final determination as to each Disputed Item within thirty (30) days following the engagement referral of the Accounting Firmdispute to the Reviewing Accountant for a decision pursuant hereto. During such thirty (30) day periodThe determination by the Reviewing Accountant shall be final, each of Acquiror binding and Seller shall provide conclusive on the Accounting Firm with reasonable access to information relating to any Disputed Item, subject to Access Limitationsparties. The fees and expenses of the Accounting Firm Reviewing Accountant incurred in rendering any judgment pursuant to this Section 1.4 shall be borne one-half by Seller and one-half by Buyer. The fees and expenses of Buyer’s advisors incurred in connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be borne by Buyer, and the fees and expenses of Seller’s advisors incurred in connection with its preparation of the Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be borne by Seller, on . Judgment may be entered upon the one hand, and Acquiror, on the other hand, in the same proportion that the aggregate amount determination of the Disputed Items unsuccessfully disputed by each (as finally determined by Reviewing Accountant in any court having jurisdiction over the Accounting Firm) bears party against which such determination is to the aggregate amount of the Disputed Items submitted to the Accounting Firm for review and resolution. (vi) The final determination as to each Disputed Item as determined by the Accounting Firm shall be final and binding on the parties hereto, absent a showing of a mathematical error by the Accounting Firm or fraud or willful misconductenforced. The Purchase Price as finally determined pursuant Price, once modified and/or agreed to in accordance with this Section 2.4(c) 1.4 shall be referred to herein as become the “Final Purchase Price”.

Calculation of Final Purchase Price. (ia) No later than five (5) Business Days prior to On or before the 90th day following the Closing Date, Seller Buyer shall prepare (i) prepare, or cause to be prepared, a combined balance sheet of Deco Logistics and deliver to Acquiror an estimated Oaktree Logistics as of the close of business on the Closing Date Balance Sheet Date, and a calculation of the Closing Working Capital, Closing Cash Amount, and the Final Purchase Price based thereon (collectively, the “Estimated Closing Date Balance Sheet”) and Statement of Capital and Surplus (the “Estimated Statement of Capital and Surplus”) and a good faith calculation and estimate of: (A) the amount of Closing Date Cash on Hand (the “Estimated Cash on Hand”), (B) the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (C) the amount of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (D) the amount of Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), (E) the Statutory Capital Adjustment (the “Estimated Statutory Capital Adjustment”), (F) the Illinois Medicaid Adjustment Amount (the “Estimated Illinois Medicaid Adjustment AmountFinancial Information”), and (Gii) using deliver the amounts referred Closing Financial Information to in clauses (A) through (F), the Estimated Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Estimated Closing Date Balance Sheet and the Estimated Statement of Capital and Surplus, the “Initial Closing Statements”)Sellers’ Representative. The Initial Closing Statements Financial Information shall be prepared determined in accordance with the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. During the five (5) Business Days prior to the Closing, Seller and the Company Group shall provide Acquiror and its representatives with access to information that Acquiror reasonably requests relating to the Initial Closing Statements and Seller’s preparation thereof. Seller shall consider in good faith any changes Acquiror proposes to the Initial Closing StatementsSection 2.2. (iib) As promptly as practicable, but no later than sixty (60) days During the thirty day period following the end delivery of the Run-Out PeriodClosing Financial Information to Sellers’ Representative, Acquiror Sellers’ Representative and/or its Representatives shall deliver be permitted to Seller review the books, records, accounting records and accounting work papers used by Buyer in the preparation of the Closing Date Balance Sheet Financial Information. The Final Purchase Price as calculated by Buyer shall be final and the Statement of Capital and Surplus and a good faith calculation of: (A) the amount of Closing Date Cash on Hand, (B) the Net Working Capital Adjustment, (C) the amount of Closing Date Indebtedness, (D) the amount of Closing Date Transaction Expenses, (E) the Statutory Capital Adjustment, (F) the Illinois Medicaid Adjustment Amountbinding on, and non-appealable by, the Parties on the thirtieth day following delivery of the Closing Financial Information, unless Sellers’ Representative gives written notice of his disagreement (Gthe “Notice of Disagreement”) using with the amounts referred to in clauses (A) through (F), a proposed calculation of the Final Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Closing Date Balance Sheet and the Statement of Capital and Surplus, the “Preliminary Adjustment Statements”)to Buyer on or prior to such date. The Preliminary Adjustment Statements shall be prepared in accordance with the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. For the avoidance of doubt, the Preliminary Adjustment Statements will be adjusted to take into account any items reflected thereon which items have been paid by the Seller from assets outside of the Company Group and its Subsidiaries after the Closing Date pursuant to Section 10.1(b) but prior to the determination of the Final Purchase Price, so as to avoid double-counting of such items. (iii) Acquiror shall not, and shall cause its Affiliates not to, take any action with respect to the accounting books, records, policies and procedures of the Company Group and its Subsidiaries that would obstruct or prevent the preparation or review of the Preliminary Adjustment Statements. Acquiror shall reasonably cooperate, and shall cause the Company Group and its Subsidiaries to reasonably cooperate, with Seller in the review of each of the Preliminary Adjustment Statements, including (A) providing Seller and its representatives with reasonable access during normal business hours and upon reasonable notice to the books, records (including work papers, schedules, memoranda and other documents), facilities and employees of the foregoing and (B) cooperating in all reasonable respects with Seller and its representatives, including the provision on a timely basis of all other information necessary in connection with the review of such Preliminary Adjustment Statements; subject to Access Limitations; provided, that the accountants of Acquiror shall not be obliged to make any work papers available to Seller except in accordance with such accountants’ normal disclosure procedures and then only after Seller has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants. (iv) If Seller disagrees with any of the items included in the Preliminary Adjustment Statements, then Seller may, within the sixty (60) day period immediately following Seller’s receipt of the Preliminary Adjustment Statements, deliver a written notice of the specific item in disagreement to Acquiror (a “Notice of Disagreement”). Each disagreement contained in a Notice of Disagreement will shall (i) specify in reasonable detail detail, and on a line item by line item basis, the disputed items and the nature and amount of any disagreement so asserted (the “Disputed Items”), (ii) an alternative amount for each such Disputed Item, (iii) a proposed calculation by Sellers’ Representative of the Closing Working Capital, Closing Cash Amount, and the Final Purchase Price based thereon, and (iv) only include disagreements based on one of the foregoing not being calculated in accordance with Section 2.2 or mathematical or factual errors. All items in the Closing Financial Information which are not specified in the Notice of Disagreement as well as a reasonable basis therefor being Disputed Items shall be deemed accepted by the Sellers’ Representative on behalf of the Sellers and relevant supporting documentation shall not be subject to any further dispute or adjustment. (c) If Sellers’ Representative duly and calculations (each specific item in disagreement meeting timely delivers to Buyer the requirements of this Section 2.4(c)(iv) and included in a timely Notice of Disagreement, a “Disputed Item”), and any other items and amounts that are not Disputed Items, and then the calculation thereof, set forth in of the Preliminary Adjustment Statements Final Purchase Price shall be become final and binding on, and non-appealable by, the Parties on the parties. If Seller does not deliver a timely Notice earlier of Disagreement meeting (i) the requirements of this Section 2.4(c)(iv), then date Sellers’ Representative and Buyer resolve in writing all differences they have with respect to the Preliminary Adjustment Statements delivered by Acquiror pursuant to Section 2.4(c)(ii) above shall be final and binding on matters specified in the parties and deemed to set forth the Final Purchase Price. If Seller delivers a timely Notice of Disagreement meeting the requirements of this Section 2.4(c)(iv), then, during the thirty (30) day period following delivery of such Notice of Disagreement (the “Resolution Period”), Acquiror and Seller shall seek in good faith to resolve the Disputed Item(s). During the Resolution Period, Seller shall reasonably cooperate with Acquiror in its review of Notice of Disagreement, including or (Aii) provide Acquiror the date all disputed matters are finally resolved in writing by the Reviewing Accountant (as defined below). If Sellers’ Representative and its representatives Buyer fail to resolve the issues outstanding with reasonable access during normal business hours and upon reasonable notice respect to the books, records (including work papers, schedules, memoranda Notice of Disagreement and other documents), facilities and employees the calculation of the foregoing and (B) cooperate in all reasonable respects with Acquiror and its representatives, including Final Purchase Price within thirty days after Buyer’s receipt of the provision on a timely basis of all other information necessary in connection with the review of such Notice of Disagreement, subject then Sellers’ Representative and Buyer shall submit the issues remaining in dispute to Access Limitations; provided that the accountants of Seller shall not be obliged to make any work papers available to Acquiror except in accordance with such accountants’ normal disclosure procedures a partner having relevant expertise and then only after Acquiror has signed a customary agreement relating to such access to work papers and confidentiality in form and substance reasonably acceptable to such accountants. (v) Ifpracticing at CBIZ, at the end of the Resolution Period, Acquiror and Seller have not resolved each Disputed Item, then either Acquiror or Seller may cause each unresolved Disputed Item to be submitted to Ernst & Young LLP (it being agreed a separate group that does not provide services to Acquiror or Seller will be dedicated to resolving any Disputed Item) or, if Ernst & Young LLP such firm is unable or unwilling or unable to serveact, a nationally-partner having relevant expertise and practicing at such other regionally recognized independent public accounting firm mutually which none of the Parties have previously engaged, as shall be agreed to upon by Seller and Acquiror the Parties in writing (the “Accounting FirmReviewing Accountant”), for review . Sellers’ Representative and resolution. The Accounting Firm shall, and Acquiror and Seller Buyer shall cause jointly instruct the Accounting Firm to, Reviewing Accountant that it (Ai) shall act as an expert and not as an arbitrator, (Bii) make a final determination based solely on shall review only the applicable provisions of this Agreement (and not by independent review), including application of the Accounting Principles, (C) base its decision on a single presentation submitted matters that were properly included in writing by each of Acquiror and Seller and on one (1) written response to each such presentation (unless the Accounting Firm requests an additional response from either Acquiror or Seller), and not on independent investigation, and (D) with respect to each unresolved Disputed Item, render a determination within the ranges of values claimed by each of Acquiror and Seller (which shall not be greater than or less than the values set forth in the Preliminary Adjustment Statements or the Notice of Disagreement, as applicable). Each (iii) shall make its determination based upon the terms and conditions set forth in Section 2.2 and this Section 2.4(c) and within the range of Seller (1) the amount of Final Purchase Price set forth in the Closing Financial Information, and Acquiror (2) the amount of Final Purchase Price set forth in the Notice of Disagreement, and (iv) shall use commercially reasonable efforts to cause render its decision within sixty days after the Accounting Firm to render a final determination as to each Disputed Item within thirty (30) days following the engagement referral of the Accounting Firmdispute to the Reviewing Accountant for a decision pursuant hereto. During such thirty (30) day periodThe determination by the Reviewing Accountant shall be final and binding on, each of Acquiror and Seller shall provide non-appealable by, the Accounting Firm with reasonable access to information relating to any Disputed Item, subject to Access LimitationsParties. The fees and expenses of the Accounting Firm shall be borne by Seller, on the one hand, and Acquiror, on the other hand, Reviewing Accountant incurred in the same proportion that the aggregate amount of the Disputed Items unsuccessfully disputed by each (as finally determined by the Accounting Firm) bears to the aggregate amount of the Disputed Items submitted to the Accounting Firm for review and resolution. (vi) The final determination as to each Disputed Item as determined by the Accounting Firm shall be final and binding on the parties hereto, absent a showing of a mathematical error by the Accounting Firm or fraud or willful misconduct. The Purchase Price as finally determined rendering any judgment pursuant to this Section 2.4(c) 2.4 shall be referred paid one-half by Sellers’ Representative and one-half by Buyer. The fees and expenses of Sellers’ Representative’s advisors incurred in connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be paid by Sellers’ Representative, and the fees and expenses of Buyer’s advisors incurred in connection with its preparation of the Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be paid by Buyer. Judgment may be entered upon the determination of the Reviewing Accountant in any court having jurisdiction over the Party against which such determination is to herein as be enforced. The Purchase Price, once finally resolved and/or agreed to in accordance with this Section 2.4 shall become the “Final Purchase Price”.