Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. Not later than ninety (90) days after the Closing, Buyer shall deliver to Seller a balance sheet of the Companies (in the aggregate) as of the close of business on the Closing Date (the "Closing Balance Sheet") prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") but reflecting the same adjustments, exclusions or other modifications or deviations from GAAP as are reflected in the Balance Sheets of the Companies. Following delivery of the Closing Balance Sheet, Buyer shall provide to Seller, for purposes of reviewing such balance sheet, reasonable access during normal business hours to the books and records of the Companies relating to the Closing Balance Sheet and the workpapers of Buyer's accountants used in the preparation of the Closing Balance Sheet. Seller shall have sixty (60) days following delivery to Seller of the Closing Balance Sheet during which to notify Buyer of any dispute of any item contained in the Closing Balance Sheet, which notice shall be in writing and shall set forth in reasonable detail the basis of such dispute. If Seller either (i) fails to notify Buyer of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurate, then the Closing Balance Sheet shall be deemed final, binding and conclusive on the parties. In the event that Seller shall notify Buyer of any dispute, Buyer and Seller shall cooperate in good faith to resolve such dispute. In the event that the parties are unable to resolve any dispute regarding the Closing Balance Sheet within (30) days after delivery of Seller's notice (or such longer period as the parties may hereafter agree), such dispute shall be resolved by an independent public accounting firm mutually agreed to by Buyer and Seller (the "Independent Accounting Firm"). If Buyer and Seller cannot mutually

Closing Balance Sheet. Not later than ninety The balance sheet of Company prepared as of the Effective Time shall be prepared as follows: (90i) Within 45 days after the ClosingClosing Date, Buyer shall deliver to Seller Company a balance sheet of the Companies (in the aggregate) Company as of the close of business on the Closing Date (the "Closing Balance Sheet") Effective Time, prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") but reflecting the same adjustments, exclusions or other modifications or deviations from GAAP as are reflected in the Balance Sheets of the Companies. Following delivery of the Closing Balance Sheet, Buyer shall provide to Seller, for purposes of reviewing such balance sheet, reasonable access during normal business hours to the books and records of Company, on a basis consistent with the Companies relating to the Closing Balance Sheet and the workpapers of Buyer's accountants used generally accepted accounting principles theretofore followed by Company in the preparation of the Closing Recent Balance SheetSheet and in accordance with this Section 3.3 and fairly presenting the financial position of Company as of the Effective Time. Seller The balance sheet shall have sixty be accompanied by detailed schedules of the net current assets of Company and Assumed Liabilities and by a report (601) setting forth the amount of Net Current Asset Value Difference reflected in the balance sheet, (2) stating that (a) the examination of the balance sheet has been made in accordance with generally accepted auditing standards and (b) the balance sheet has been prepared in accordance with generally accepted accounting principles, on a basis consistent with the accounting principles theretofore followed by Company, except as otherwise provided in this Section 3.3, and (3) setting forth the amount of any adjustment to the Fixed Purchase Price to be paid and by whom pursuant to Section 3.2(c). (ii) Within 20 days following the delivery to Seller of the Closing Balance Sheet during balance sheet referred to in (i) above, Company or its independent accountants ("Company's Accountants") may object to any of the information contained in said balance sheet or accompanying schedules which to notify Buyer could affect the necessity or amount of any dispute of any item contained in the Closing Balance Sheet, which notice payment by Buyer or Company pursuant to Section 3.2(c). Any such objection shall be made in writing and shall set forth in reasonable detail state Company's determination of the basis amount of such dispute. If Seller either the Net Current Asset Value Difference. (iiii) fails to notify Buyer of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurate, then the Closing Balance Sheet shall be deemed final, binding and conclusive on the parties. In the event that Seller shall notify Buyer of any dispute, a dispute or disagreement relating to the balance sheet or schedules which Buyer and Seller shall cooperate in good faith to resolve such dispute. In the event that the parties Company are unable to resolve any dispute regarding the Closing Balance Sheet within (30) days after delivery of Seller's notice (resolve, either party may elect to have all such disputes or such longer period as the parties may hereafter agree), such dispute shall be disagreements resolved by an independent public accounting firm of nationally recognized standing (the "Third Accounting Firm") to be mutually agreed selected by Company and Buyer or, if no agreement is reached, by Company's Accountants and Buyer's Accountants. The Third Accounting Firm shall make a resolution of the balance sheet of Company as of the Effective Time and the calculation of Net Current Asset Value Difference, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. The fees and expenses for the services of the Third Accounting Firm shall be shared by Buyer and Seller (the "Independent Accounting Firm"). If Buyer and Seller cannot mutuallyCompany as follows:

Closing Balance Sheet. Not later than ninety (90a) Within sixty (60) days after the ClosingClosing Date, Buyer Parent shall have the right to deliver to Seller the Shareholders' Representative a balance sheet of the Companies (in the aggregate) Company as of the close of business on the Closing Date (the "Closing Balance Sheet") Date, prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") but reflecting the same adjustments, exclusions or other modifications or deviations including footnotes, from GAAP as are reflected in the Balance Sheets of the Companies. Following delivery of the Closing Balance Sheet, Buyer shall provide to Seller, for purposes of reviewing such balance sheet, reasonable access during normal business hours to the books and records of Company, on a basis consistent in every respect with the Companies relating to the Closing Balance Sheet and the workpapers of Buyer's accountants used accounting principles theretofore followed by Company in the preparation of the Latest Financial Statements and the Annual Financial Statements (as such terms are defined in Section 2.7 below), and fairly presenting the financial position of Company as of the Closing Balance SheetDate. Seller The balance sheet shall have sixty be accompanied by detailed schedules and by a written confirmation of Parent stating that, to Parent's knowledge, (60a) the examination of the balance sheet has been made in accordance with GAAP and (b) the balance sheet has been prepared in accordance with GAAP based upon information available to the Company, on a basis consistent with the accounting principles theretofore followed by Company, except as otherwise provided in this Section 1.10, and (c) setting forth the amount of the final Purchase Price Adjustment and by whom to be paid pursuant to Section 1.8 hereof. (b) Within thirty (30) days following the delivery of the balance sheet referred to Seller in Section 1.10(a), the Shareholders' Representative may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Parent or the Shareholders pursuant to Section 1.8. Any such objection shall be made in writing delivered to Parent and shall state the Shareholders' determination of the amount of the Purchase Price Adjustment, accompanied by detailed schedules and work papers providing reasonable support for such determination. (c) In the event of a dispute or disagreement relating to the balance sheet, schedules, or final Purchase Price Adjustment which Parent and the Shareholders' Representative are unable to resolve by good faith discussions, either Parent or Shareholders' Representative may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the "Third Accounting Firm") to be mutually selected by the Shareholders' Representative and Parent. The Third Accounting Firm shall make a resolution of the balance sheet of Company as of the Closing Balance Sheet during which to notify Buyer Date including a calculation of any dispute Net Equity as of any item contained in the Closing Balance Sheet, Date and a determination of the final Purchase Price Adjustment which notice shall be in writing and shall set forth in reasonable detail the basis of such dispute. If Seller either (i) fails to notify Buyer of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurate, then the Closing Balance Sheet shall be deemed final, binding and conclusive on enforceable as an arbitration award for all purposes. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within thirty (30) days of submission of the partiesbalance sheet to it and, in any case, as soon as practicable after such submission. In the event that Seller shall notify Buyer of any dispute, Buyer and Seller shall cooperate in good faith to resolve such dispute. In the event that the parties are unable to resolve any dispute regarding the Closing Balance Sheet within (30) days after delivery of Seller's notice (or such longer period as the parties may hereafter agree), such dispute shall be resolved by an independent public accounting firm mutually agreed to by Buyer and Seller (the "Independent Accounting Firm"). If Buyer and Seller cannot mutuallyaudit reveals any

Closing Balance Sheet. Not later than ninety (901) days after Ten (10) Business Days prior to the ClosingClosing Date, Buyer Seller shall deliver to Seller Buyer (i) a balance sheet of the Companies (in the aggregate) for Seller, as of the close last day of business on the month prior to the Closing Date, reflecting Seller’s good faith estimate of the accounts of Seller to be transferred to Buyer as of the Closing Date (which, for the "avoidance of doubt, shall include net income estimated to be earned by Seller from the Effective Date through and including the Closing Date), prepared in conformity with past practices and policies of Seller and in accordance with the Accounting Standards (the “Closing Balance Sheet"”). The Closing Balance Sheet shall also include (i) prepared in accordance with generally accepted accounting principles consistently applied Seller’s calculation of Dividends, ("GAAP"ii) but reflecting the same adjustments, exclusions or other modifications or deviations from GAAP as are reflected in the Balance Sheets Seller’s calculation of the CompaniesTransaction Expenses; and (iii) the Excluded Loan Calculation. (2) If Buyer does not dispute the Closing Balance Sheet as provided by Seller pursuant to Section 2.03(d)(d)(1) within five (5) Business Days after receipt thereof, the Closing Balance Sheet as determined by Seller shall be final and binding on the parties. Following delivery of If Buyer disputes the Closing Balance Sheet, then Buyer shall provide written notice to Seller of said dispute within such five (5) Business Day period (a “Notice of Dispute”). (3) If the Buyer delivers a Notice of Dispute in accordance Section 2.03(c)(2), Buyer and Seller shall, during the five (5) Business days after Seller’s receipt of the Notice of Dispute, seek in good faith to resolve in writing any differences that they may have with respect to any matter set forth in the Notice of Dispute. At the end of such five (5) day resolution period, if a dispute remains, either the Buyer or the Seller may submit the matter to an independent accounting firm of national standing mutually agreed to by Seller and Buyer (the “Independent Accounting Firm”), provided, that, if Seller and Buyer cannot mutually agree on the selection of an independent accounting firm, then Seller and Buyer shall each select an independent accounting firm and the accounting firms selected by each of Seller and Buyer shall then mutually select an independent accounting firm of national standing that shall act as the Independent Accounting Firm for purposes of reviewing such balance sheet, reasonable access during normal business hours to the books and records of the Companies relating to the Closing Balance Sheet and the workpapers of Buyer's accountants used in the preparation of the Closing Balance Sheetthis Agreement. Seller The Independent Accounting Firm shall have sixty (60) days following delivery to Seller then determine all disputed portions of the Closing Balance Sheet during which to notify Buyer of any dispute of any item contained that were properly included in the Closing Balance Sheet, which notice shall be in writing and shall Notice of Dispute. The Independent Accounting Firm may consider only those matters set forth in reasonable detail the basis Notice of such disputeDispute. If Seller either (i) fails to notify Buyer Time is of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurate, then essence for the Closing Balance Sheet shall be deemed final, binding and conclusive on selection of the parties. In the event that Seller shall notify Buyer of any dispute, Buyer and Seller shall cooperate in good faith to resolve such dispute. In the event that the parties are unable to resolve any dispute regarding the Closing Balance Sheet within (30) days after delivery of Seller's notice (or such longer period as the parties may hereafter agree), such dispute shall be resolved by an independent public accounting firm mutually agreed to by Buyer and Seller (the "Independent Accounting Firm"). If Buyer Firm and Seller cannot mutuallyits determination of the disputed items.

Closing Balance Sheet. Not later than ninety (90) days On or before the 60th day after the ClosingClosing Date, Buyer shall the Purchaser will, at its own cost, prepare and deliver to Seller the Company a consolidated balance sheet of the Companies (in the aggregate) Company as of the close of business on the Closing Date which shall be audited by PricewaterhouseCoopers LLP (the "Purchaser's Accountant") (together with the related audit report of such firm the "Closing Balance Sheet"), and which shall set forth a calculation of the Closing Net Working Capital. The Closing Balance Sheet shall (x) be prepared in accordance a manner consistent with generally accepted the accounting principles consistently principles, policies and procedures applied in the preparation of the Company's audited financial statements as of December 31, 1998 all of which are in conformity with GAAP, except as set forth on Exhibit A attached hereto (such accounting principles, policies and procedures and Exhibit A are collectively referred to herein as the "GAAPAccounting Principles") but reflecting and (y) fairly present the same adjustments, exclusions or other modifications or deviations from GAAP financial position of the Company as are reflected of the Closing Date. With respect to the calculation of the accounts in the Closing Balance Sheets Sheet, no change in Accounting Principles shall be made from those utilized in preparing the Latest Balance Sheet (without regard to materiality), including, without limitation, with respect to the nature or classification of accounts, closing proceedings, levels of reserves (other than the reserve for doubtful accounts which the Parties agree shall be $50,000) or levels of accruals (other than with respect to accruals for volume rebates and co-op advertising which may be adjusted in an amount not to exceed $125,000). For purposes of the Companiespreceding sentence, a "change in Accounting Principles" shall include any change in accounting principles, policies, practices, procedures or methodologies with respect to financial statements, their classification or their display, as well as any change in practices, methods, conventions or methodologies utilized in making accounting estimates. Following During the 30-day period immediately following the Purchaser's delivery of the Closing Balance Sheet, Buyer shall the Purchaser will provide to Seller, for purposes of reviewing such balance sheet, reasonable the Company and the Company's accountant access during normal business hours to the books Purchaser's records, and records will use reasonable efforts to provide the Company's accountant access to the Purchaser's Accountant and the work papers of the Companies relating Purchaser's Accountant related to the preparation of the Closing Balance Sheet and the workpapers calculation of Buyerthe Closing Net Working Capital. On or prior to the 30th day following Purchaser's accountants used in the preparation delivery of the Closing Balance Sheet, the Company may give the Purchaser a written notice stating in reasonable detail the Company's objections (an "Objection Notice") to the Closing Balance Sheet. Seller Any Objection Notice shall have sixty (60) days following delivery to Seller specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination expressly set forth on the Closing Balance Sheet during which is not specifically objected to notify Buyer of any dispute of any item contained in the Closing Balance Sheet, which notice Objection Notice shall be in writing deemed final and shall set forth in reasonable detail binding upon the basis Parties upon delivery of such disputethe Objection Notice. If Seller either (i) fails to notify Buyer of any such dispute the Company does not give the Purchaser an Objection Notice within such 60-30- day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurateperiod, then the Closing Balance Sheet shall will be deemed final, conclusive and binding upon the Parties and conclusive on the parties. In the event that Seller shall notify Buyer of any dispute, Buyer and Seller shall cooperate Closing Net Working Capital set forth in good faith to resolve such dispute. In the event that the parties are unable to resolve any dispute regarding the Closing Balance Sheet within (30will constitute the Closing Net Working Capital for purposes of Section 1.6(a) days after delivery of Seller's notice (or such longer period as the parties may hereafter agree), such dispute shall be resolved by an independent public accounting firm mutually agreed to by Buyer and Seller (the "Independent Accounting Firm"). If Buyer and Seller cannot mutuallyabove.

Closing Balance Sheet. Not later than ninety (90a) Within 60 days after the ClosingClosing Date, the Buyer shall deliver to the Seller (i) a balance sheet of the Companies (in the aggregate) as of the close Effective Time presenting the Purchased Assets and the Assumed Liabilities as if the Purchased Assets and the Assumed Liabilities were the only assets and liabilities of a single, stand-alone business on the Closing Date entity (the "“Closing Balance Sheet") ”), which shall be prepared in accordance with generally accepted accounting principles consistently applied GAAP and, with respect to Purchased Inventory, in accordance with Section 6.7 of this Agreement, and ("GAAP"ii) but reflecting the same adjustments, exclusions or other modifications or deviations from GAAP as are reflected in the Balance Sheets of the Companies. Following delivery of based on the Closing Balance Sheet, a calculation of the Cash Consideration, showing the amount of the Net Working Capital, which shall be calculated in a manner consistent with the computation of the Net Working Capital as of July 15, 2016, based on the Interim Balance Sheet, which is attached hereto as Section 2.13 of the Disclosure Schedule. (b) If the Seller does not accept the Closing Balance Sheet prepared by the Buyer or the calculation of the Cash Consideration, the Seller shall provide to Seller, for purposes of reviewing such balance sheet, reasonable access during normal business hours give written notice to the books Buyer prior to 5:00 p.m. Charlotte, North Carolina time on the 45th day after delivery thereof, and records of the Companies relating Seller shall be deemed to have accepted the Closing Balance Sheet and the workpapers of Buyer's accountants used in the preparation computation of the Closing Balance SheetCash Consideration proposed by the Buyer, if the Seller has not by then given the Buyer written notice of objection. Seller shall have sixty (60) days following delivery to Seller Any notice of the Closing Balance Sheet during which to notify Buyer of any dispute of any item contained in the Closing Balance Sheet, which notice shall be in writing and objection shall set forth in reasonable detail the basis of such dispute. for each objection. (c) If Seller either (i) fails to notify Buyer of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurate, then the Closing Balance Sheet shall be deemed final, binding and conclusive on the parties. In the event that Seller shall notify Buyer of any dispute, Buyer and the Seller shall cooperate in good faith to resolve such dispute. In the event that the parties are unable to resolve any dispute regarding the Closing Balance Sheet disagreement within (30) 30 days after delivery of the Seller's notice (or such longer period as ’s written notice, the parties may hereafter agree)shall engage the Accounting Firm to resolve the issues in dispute. The accounting firm shall apply accounting principles, such dispute in accordance with the provisions of this Section 2.13, to the issues at hand and shall not have the power to alter, modify, amend, add to or subtract from any term or provision of this Agreement, and the accounting firm’s engagement shall be resolved by an independent public limited in scope to the disputed issues or amounts identified in the notice of objection. The parties shall instruct the Accounting Firm to render its decision within 60 days of the engagement, and such decision shall be binding on the parties. The Buyer, on the one hand, and the Seller, on the other, shall each pay one-half of the cost of the accounting firm mutually agreed to by Buyer and Seller (the "Independent Accounting Firm"). If Buyer and Seller cannot mutuallyfirm.

Closing Balance Sheet. Not later than ninety (90a) Within sixty (60) days after the ClosingClosing Date, Buyer Parent shall deliver to Seller the Stockholders' Representative a balance sheet of the Companies (in the aggregate) Company as of the close of business on the Closing Date (the "Closing Balance Sheet") Date, prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") but reflecting the same adjustments, exclusions or other modifications or deviations including footnotes, from GAAP as are reflected in the Balance Sheets of the Companies. Following delivery of the Closing Balance Sheet, Buyer shall provide to Seller, for purposes of reviewing such balance sheet, reasonable access during normal business hours to the books and records of Company, on a basis consistent with the Companies relating to the Closing Balance Sheet accounting methods, practices and the workpapers of Buyer's accountants used procedures followed by Company in the preparation of the Latest Financial Statements and the Annual Financial Statements (as such terms are defined in Section 2.6 below), except as described in Section 2.6 of the Disclosure Schedule, and fairly presenting the financial position of Company as of the Closing Balance SheetDate. Seller The balance sheet shall have sixty be accompanied by schedules and work papers providing reasonable support for the information contained therein and a written confirmation of the Chief Financial Officer of Parent stating that, to Parent's knowledge, (60a) the examination of the balance sheet has been made in accordance with GAAP and (b) the balance sheet has been prepared in accordance with GAAP based upon information available to the Company, on a basis consistent with the accounting methods, practices and procedures followed by Company in the preparation of the Latest Financial Statements and the Annual Financial Statements, except as described in Section 2.6 of the Disclosure Schedule or as otherwise provided in this Section 1.10, and (c) setting forth the amount of the final Purchase Price Adjustment and by whom to be paid pursuant to Section 1.8 hereof. (b) Within forty-five (45) days following the delivery to Seller of the Closing Balance Sheet during balance sheet referred to in Section 1.10(a), the Stockholders' Representative may object to any of the information contained in said balance sheet, accompanying schedules or work papers which to notify Buyer could affect the necessity or amount of any dispute of any item contained in payment by Parent or the Closing Balance Sheet, which notice Stockholders pursuant to Section 1.8. Any such objection shall be made in writing delivered to Parent and shall set forth in state the Stockholders' Representative's determination of the amount of the Purchase Price Adjustment, accompanied by detailed schedules and work papers providing reasonable detail the basis of support for such dispute. If Seller either determination. (ic) fails to notify Buyer of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurate, then the Closing Balance Sheet shall be deemed final, binding and conclusive on the parties. In the event that Seller shall notify Buyer of any disputea dispute or disagreement relating to the balance sheet, Buyer schedules, work papers or final Purchase Price Adjustment which Parent and Seller shall cooperate in good faith to resolve such dispute. In the event that the parties Stockholders' Representative are unable to resolve any dispute regarding the Closing Balance Sheet within (30) days after delivery of Seller's notice (by good faith discussions, either Parent or Stockholders' Representative may elect to have all such longer period as the parties may hereafter agree), such dispute shall be disputes or disagreements resolved by an independent public accounting firm mutually agreed to by Buyer and Seller Deloitte & Touche LLP (the "Independent Third Accounting Firm"). If Buyer The Third Accounting Firm shall make a resolution of the balance sheet of Company as of the Closing Date including a calculation of Net Equity as of the Closing Date and Seller cannot mutuallya determination of the final Purchase Price Adjustment which shall be final, binding and enforceable as an arbitration award for all purposes. The Third Accounting Firm shall be instructed to use

Closing Balance Sheet. Not (a) As promptly as practicable, but no later than ninety (90) 45 days after the ClosingClosing Date, the Sellers will cause to be prepared and delivered to Buyer the Closing Balance Sheet, and a statement based on such Closing Balance Sheet setting forth the Sellers’ calculation of Closing Working Capital. The Closing Balance Sheet (the “Closing Balance Sheet”) shall deliver to Seller a balance sheet (x) fairly present the combined financial position of the Companies (in and the aggregate) Subsidiaries as of at the close of business on the date immediately preceding the Closing Date in a manner that is consistent with the Accounting Policies and (the "Closing Balance Sheet"y) prepared in accordance include line items substantially consistent with generally accepted accounting principles consistently applied ("GAAP") but reflecting the same adjustments, exclusions or other modifications or deviations from GAAP as are reflected those in the Balance Sheets Sheet. (b) If Buyer disagrees with the Sellers’ calculation of Closing Working Capital delivered pursuant to Section 2.04(a), Buyer may, within 30 days after delivery of the Companiesdocuments referred to in Section 2.04(a), deliver a notice to the Sellers disagreeing with such calculation and which specifies Buyer’s calculation of such amount and, in reasonable detail, Buyer’s grounds for such disagreement. Following delivery Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees, and Buyer shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet. (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and the Sellers shall, during the 20 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Working Capital, which amount shall provide not be more than the amount thereof shown in the Sellers’ calculations delivered pursuant to SellerSection 2.04(a) nor less than the amount thereof shown in Buyer’s calculation delivered pursuant to Section 2.04(b). If Buyer and the Sellers are unable to reach such agreement during such period, they shall promptly thereafter cause independent accountants (the “Accountants”) of nationally recognized standing reasonably satisfactory to Buyer and the Sellers (who shall not have any material relationship with Buyer, the Sellers or any of their respective Affiliates), promptly to review this Agreement and the disputed items or amounts for purposes the purpose of reviewing calculating Closing Working Capital. In making such balance sheetcalculation, reasonable access during normal business hours to the books and records of the Companies relating to such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or the Sellers’ calculation of Closing Working Capital as to which Buyer has disagreed. Such independent accountants shall deliver to Buyer and the workpapers Sellers, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Buyer and the Sellers. The cost of such review and report shall be borne equally by Buyer's , on the one hand, and the Sellers, on the other hand. (d) Buyer and the Sellers agree that they will, and agree to cause their respective independent accountants used and the Companies and each Subsidiary to, cooperate and assist in the preparation of the Closing Balance Sheet. Seller shall have sixty Sheet and the calculation of Closing Working Capital and in the conduct of the audits and reviews referred to in this Section 2.04, including the making available to the extent necessary of books, records, work papers and personnel. (60e) days following delivery For the avoidance of doubt, the calculations to Seller be made pursuant to this Section 2.04, and the net purchase price adjustment to be made pursuant to Sections 2.03 and 2.05, are meant only to reflect changes in working capital (as adjusted) of the Companies and the Subsidiaries from the Balance Sheet Date to the date of the Closing Balance Sheet during which and are not intended to notify Buyer provide an alternate remedy for any breach or alleged breach of any dispute the Sellers’ representations and warranties made pursuant to Article 3. (f) For the avoidance of any item contained in doubt, the Closing Balance Sheetparties agree that Base Working Capital was computed excluding the cash balances on September 30, which notice shall be in writing 2006 and shall set forth in reasonable detail the basis of such dispute. If Seller either (i) fails to notify Buyer of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurate, then Initial Adjustment Amount and the Closing Balance Sheet shall be deemed final, binding Final Adjustment Amount will include such cash balances in accordance with the definition of Working Capital and conclusive on the parties. In the event that Seller shall notify Buyer of any dispute, Buyer and Seller shall cooperate in good faith to resolve such dispute. In the event that the parties are unable to resolve any dispute regarding the Closing Balance Sheet within (30) days after delivery of Seller's notice (or such longer period as the parties may hereafter agree), such dispute shall be resolved by an independent public accounting firm mutually agreed to by Buyer and Seller (the "Independent Accounting Firm"). If Buyer and Seller cannot mutuallyFinal Working Capital.

Closing Balance Sheet. Not later than ninety (90i) Attached hereto as Schedule C is a Pro Forma Balance Sheet of ---------- the Business as of December 31, 2000 (the "Pro Forma Balance Sheet"). As soon as reasonably practicable following the Closing Date, and in any event within fifteen calendar days after the Closingthereof, Buyer Transferor shall prepare and deliver to Seller Transferee a balance sheet of the Companies (in the aggregate) Business as of at the close of business on the Closing Date (the "Closing Balance Sheet") prepared in accordance ). Transferor and its accountants may consult with generally accepted accounting principles consistently applied ("GAAP") but reflecting the same adjustmentsTransferee, exclusions or other modifications or deviations from GAAP as are reflected in the Balance Sheets of the Companies. Following delivery of the Closing Balance Sheet, Buyer and shall provide to Seller, for purposes of reviewing such balance sheet, have reasonable access during normal business hours to the books and records of the Companies relating to the Closing Balance Sheet and the workpapers of Buyer's accountants used in Business during the preparation of the Closing Balance Sheet. Seller The Closing Balance Sheet shall have sixty (60i) days following delivery to Seller be prepared in accordance with United States generally accepted accounting principles ("GAAP"), and (ii) fairly present in all material respects the financial position of the Business as at the close of business on the date immediately preceding the Closing Date calculated on a basis consistent with the Pro Forma Balance Sheet. (ii) Transferee may dispute any element of the Closing Balance Sheet during which to notify Buyer by notifying Transferor of any dispute such disagreement in writing, setting forth in detail the particulars of any item contained in such disagreement, within fifteen days after its receipt of the Closing Balance Sheet. In the event that Transferee does not provide such a notice of disagreement within such fifteen-day period, which notice Transferee shall be in writing and shall set forth in reasonable detail the basis of such dispute. If Seller either (i) fails deemed to notify Buyer of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that have accepted the Closing Balance Sheet is accurate, then the Closing Balance Sheet which shall be deemed final, binding and conclusive on the partiesfor all purposes hereunder. In the event that Seller any such notice of disagreement is timely provided, Transferor and Transferee shall notify Buyer use their reasonable best efforts for a period of any dispute, Buyer and Seller shall cooperate in good faith to resolve such dispute. In the event that the parties are unable to resolve any dispute regarding the Closing Balance Sheet within (30) fifteen days after delivery of Seller's notice (or such longer period as they mutually agree) to resolve any disagreements with respect to the parties may hereafter agree)Closing Balance Sheet, and the transfer or non-transfer of any assets and the assumption or non-assumption of any liabilities. If, at the end of such dispute shall be resolved by period, they are unable to resolve such disagreements, then an independent public accounting firm of recognized national standing as may be mutually agreed to selected by Buyer Transferor and Seller Transferee (the "Independent Accounting FirmAuditor")) shall resolve any remaining disagreements as promptly as practicable, but in any event within sixty days of the date on which such dispute is referred to the Auditor. If Buyer The fees and Seller cannot mutuallyexpenses of the Auditor shall be paid one-half by Transferor and one-half by Transferee. The determination of the Auditor shall be final, conclusive and binding on the parties.

Closing Balance Sheet. Not later than ninety Within sixty (9060) days after the ClosingClosing Date, Buyer the Company (on behalf of Buyer) shall deliver to Seller Sellers a statement setting forth (i) the Adjusted Closing Net Working Capital and (ii) the Closing Net Cash (the “Closing Balance Sheet”). For reference and illustration purposes only, a balance sheet of the Companies (in the aggregate) Company dated December 31, 2007 is attached hereto as of the close of business Exhibit 2.5. The Closing Balance Sheet shall become final and binding upon Buyer and Sellers on the Closing Date (the "Closing Balance Sheet") prepared in accordance 45th day following delivery thereof, unless Sellers give notice of disagreement with generally accepted accounting principles consistently applied ("GAAP") but reflecting the same adjustments, exclusions or other modifications or deviations from GAAP as are reflected in the Balance Sheets of the Companies. Following delivery of the Closing Balance Sheet, Buyer shall provide to Seller, for purposes of reviewing such balance sheet, reasonable access during normal business hours to the books and records of the Companies relating to the Closing Balance Sheet (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and the workpapers of Buyer's accountants used in the preparation of the Closing Balance Sheet. Seller shall have sixty (60ii) days following delivery to Seller of only include disagreements based on mathematical errors or based on the Closing Balance Sheet during which not being calculated pursuant to notify Buyer of any dispute of any item contained in the Closing Balance Sheet, which notice shall be in writing and shall set forth in reasonable detail the basis of such disputethis Section 2.5. If Seller either (i) fails to notify Buyer a Notice of any such dispute within such 60-day period or (ii) Seller acknowledges to Disagreement is received by Buyer in writing that the Closing Balance Sheet is accuratea timely manner, then the Closing Balance Sheet (as revised in accordance with this sentence) shall be deemed final, become final and binding upon Buyer and conclusive Sellers on the partiesearlier of (A) the date Buyer and Sellers resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. In During the event that Seller shall notify Buyer 30-day period following the delivery of any disputea Notice of Disagreement, Buyer and Seller Sellers shall cooperate use their commercially reasonable efforts and seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such dispute30-day period, Buyer and Sellers shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 2.5, only matters that remain in dispute and were properly included in the Notice of Disagreement in accordance with this Section 2.5 and any claim of calculation-related errors. In the event that The Accounting Firm shall be BDO ▇▇▇▇▇▇▇, LLP (which the parties are represent has not provided services to any of them or their respective subsidiaries during the past three years) or, if such firm is unable or unwilling to resolve any dispute regarding act, such other nationally or regionally recognized independent public accounting firm as shall be mutually agreed upon by Buyer and Sellers in writing. Buyer and Sellers shall use their commercially reasonable efforts to cause the Closing Balance Sheet Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) days after delivery of Seller's notice (or the receipt of such longer period as submission. The Accounting Firm shall determine the parties may hereafter agree)Adjusted Closing Net Working Capital and Closing Net Cash pursuant to this Section 2.5 in accordance with GAAP; provided, such dispute however, that no adjustment shall be resolved made by an independent public accounting firm mutually agreed the Accounting Firm in favor of Sellers with respect to any item that was not included in Majority Owners’ Notice of Disagreement. The Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller (Sellers and their respective representatives and by reference to the "Independent terms of this Agreement. Sellers and Buyer shall furnish or cause to be furnished to the Accounting Firm")Firm such work papers and other documents and information related to the disputed matters as the Accounting Firm may request and are reasonably available to Sellers, Buyer or their respective agents. If The Accounting Firm shall address only those items in dispute and calculation-related errors. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.5 shall be borne by Buyer and Seller cannot mutuallySellers equally.

Closing Balance Sheet. Not (a) As promptly as practical (but no later than ninety (90) 20 business days after the ClosingClosing Date), Buyer the Members shall deliver to Seller a Buyer an unaudited balance sheet of the Companies (in the aggregate) Company as of the close opening of business on the Closing Date (the "Closing Balance Sheet") prepared on an accrual basis in accordance with generally accepted accounting principles GAAP consistently applied applied. ("GAAP"i) but reflecting the same adjustments, exclusions or other modifications or deviations from GAAP as are reflected in the Balance Sheets of the Companies. Following delivery of the Closing Balance Sheet, Buyer shall provide to Seller, for purposes of reviewing such balance sheet, reasonable access during normal business hours to the books and records of the Companies relating to may dispute the Closing Balance Sheet by notifying the Members in writing setting forth, in reasonable detail to the extent possible, the amount(s) in dispute and the workpapers basis for such dispute, within 20 business days of Buyer's accountants used in the preparation receipt of the Closing Balance Sheet. Seller shall have sixty (60) days following delivery to Seller of the Closing Balance Sheet during which to notify Buyer of any dispute of any item contained in the Closing Balance Sheet, which notice shall be in writing and shall set forth in reasonable detail the basis of such dispute. If Seller either (i) fails to notify Buyer of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurate, then the Closing Balance Sheet shall be deemed final, binding and conclusive on the parties. In the event that Seller shall notify Buyer of any such a dispute, Buyer and Seller the Members shall cooperate attempt in good faith to resolve such dispute. In , and any resolution by them as to any disputed amount(s) shall be final, binding and conclusive on Buyer and the event that Members. (ii) If the parties are unable to Members and Buyer do not resolve any dispute regarding the Closing Balance Sheet within (30) days after delivery of Seller's notice (or such longer period as the parties may hereafter agree), such dispute shall be resolved within 10 business days of the date of receipt by the Members of Buyer's written notice of dispute, Buyer and the Members shall, within 3 additional business days, submit any such unresolved dispute to an independent public accounting firm mutually agreed to of national reputation appointed jointly by Buyer and Seller the Members (neither of which may unreasonably withhold or delay such appointment) (the "Independent Accounting Firm"). If , which firm shall, within 30 business days of each such submission, resolve such remaining dispute, and such resolution shall be binding and conclusive on Buyer and Seller cannot mutuallythe Members. The fees and disbursements of the Independent Accounting Firm shall be borne by the Members and Buyer in the proportion that the aggregate amount of disputed item submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed item so submitted. (iii) The Working Capital, adjusted for the resolution of any and all disputes pursuant to subparagraph (i) or (ii) above, will be deemed to be the Working Capital for purposes of Paragraph (a) above upon the later of (A) the lapse of the 20 day period referred to in subsection (b)(i) above, (B) to the extent any amount is still in dispute, the lapse of the 10 day period referred to in subsection (b)(ii) above or (C) such later date upon which all disputes submitted to the Independent Accounting Firm pursuant to subsection (b)(ii) above have been resolved. (iv) The Working Capital Adjustment shall be paid by Buyer to the Members or by the Members to Buyer, as the case may be, in immediately available funds within three business days after the final determination of the Working Capital in accordance with this Section 1.3.