Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. (1) As soon as practicable after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer will deliver to the Members Representative an unaudited final Closing Balance Sheet, as well as its calculations of the final Net Working Capital as of the Accounting Effective Time based on the Closing Balance Sheet, the final Indebtedness as of the Accounting Effective Time based upon the Closing Balance Sheet and the final Cash and Cash Equivalents based upon the Closing Balance Sheet, in each case without giving effect to the Merger or any financing transactions in connection therewith. The Closing Balance Sheet shall be prepared in accordance with GAAP as applied by the Company in the preparation of the Balance Sheet. If the Members Representative objects to Buyer’s calculation of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents, the Members Representative shall within thirty (30) days after receipt thereof notify Buyer of the same in writing, which such notice shall include a description in reasonable detail of the basis of such objection and the Members Representative’s proposed modification of any such calculation. If the Members Representative does not object to any such calculation within such thirty (30)-day period, Buyer’s calculations shall be final, conclusive and binding on the parties. (2) If Buyer disagrees with all or any portion of the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above, the parties shall confer in an effort to resolve their differences during the fifteen (15)-day period following delivery of such proposed modification by the Members Representative. If Buyer does not object to the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above within fifteen (15) days following the delivery of such proposed modification by the Members Representative, the Members Representative’s proposed modification shall be final, conclusive and binding on the parties. (3) If, upon completion of such fifteen (15)-day period described in the first sentence of Section 2.1(d)(2) above, Buyer and the Members Representative are unable to resolve their differences, they shall promptly thereafter cause McGladrey & ▇▇▇▇▇▇, LLP (the “Independent Accountant”) to review this Agreement and the disputed items or amounts for the purpose of calculating the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents, as applicable. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet or the calculation of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents as to which Buyer and the Members Representative have disagreed. The Independent Accountant shall deliver to the Members Representative and Buyer, as promptly as practicable, a report setting forth its calculations. Such report shall be final, conclusive and binding upon Buyer, the Surviving Company and the Members. The cost of such review and report shall be paid (i) one-half from the amounts deposited in the Reserve Account by or on behalf of the Members (and thereafter by the Non-Trust Unit Holders, Pro Rata) and (ii) one-half by Buyer. (4) The parties hereto agree that they will cooperate in good faith in the preparation of the Closing Balance Sheet and the calculation of the estimated and final Net Working Capital, Indebtedness and Cash and Cash Equivalents and in the conduct of the reviews referred to in Sections 2.1(c) and (d), including, without limitation, making available, to the extent necessary, books, records, work papers and personnel on a reasonable basis during normal business hours.

Closing Balance Sheet. (1a) As soon as practicable after the Closing Date, but no later than the ninetieth thirtieth (90th30th) day after the Closing Date, Buyer the Stockholders’ Representative will deliver to Parent the Members Representative an unaudited final balance sheet of the Company as of the close of business on the Closing Date (the “Final Closing Balance Sheet, as well as its calculations ”) and a detailed description of the final Net Working Capital amount of Transaction Expenses and Company Liabilities as of the Accounting Effective Time based close of business on the Closing Balance Sheet, the final Indebtedness as of the Accounting Effective Time Date based upon the Final Closing Balance Sheet and (the final Cash and Cash Equivalents based upon the Closing Balance Sheet, in each case without giving effect “Final Liabilities”). If Parent objects to the Merger or any financing transactions in connection therewith. The Closing Balance Sheet shall be prepared in accordance with GAAP as applied by the Company in the preparation of the Balance Sheet. If the Members Representative objects to BuyerStockholders’ Representative’s calculation of the final Net Working CapitalFinal Liabilities, Indebtedness or Cash and Cash Equivalents, the Members Representative Parent shall within thirty twenty (3020) days Business Days after receipt thereof notify Buyer the Stockholders’ Representative of the same in writing, which such notice shall include a description in reasonable detail of the basis of such objection in reasonable detail and the Members RepresentativeParent’s proposed modification of any such calculationcalculation to the Stockholders’ Representative. If the Members Representative Parent does not object to any such calculation within such thirty twenty (30)-day 20) Business Day period, Buyerthe Stockholders’ Representative’s calculations calculation shall be final, conclusive and binding on the parties. (2b) If Buyer the Stockholders’ Representative disagrees with all or any portion of the Members RepresentativeParent’s proposed modification of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents Final Liabilities delivered by the Members Representative Parent pursuant to Section 2.1(d)(1) above1.13(a), Parent and the parties Stockholders’ Representative shall confer negotiate in good faith to reach an effort to resolve their differences agreement during the fifteen (15)-day 15) Business Day period following delivery of such proposed modification by the Members Representative. If Buyer does not object to the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above within fifteen (15) days following the delivery of such proposed modification by the Members Representative, the Members Representative’s proposed modification shall be final, conclusive and binding on the partiesParent. (3c) If, upon completion of such fifteen (15)-day period described in the first sentence of Section 2.1(d)(215) aboveBusiness Day period, Buyer Parent and the Members Stockholders’ Representative are unable to resolve their differencesreach an agreement, they shall promptly thereafter cause McGladrey & ▇▇▇▇▇▇, LLP an independent nationally recognized accounting firm mutually agreed upon by Parent and the Stockholders’ Representative (the “Independent Accountant”) ), to review this Agreement and the disputed items or amounts for the purpose Final Liabilities. Each of calculating the final Net Working Capital, Indebtedness and/or Cash Parent and Cash Equivalents, as applicable. In making such calculation, Stockholders’ Representative shall submit to the Independent Accountant shall consider only those items or amounts in its calculation of the Closing Balance Sheet or disputed Final Liabilities, and such work papers and other documents and information relating to the calculation of the final Net Working Capital, Indebtedness and/or Cash disputed Final Liabilities as the Independent Accountant may request and Cash Equivalents as are available to which Buyer that party or its agents and each of the Members Stockholders’ Representative have disagreedand Parent will be afforded the opportunity to present to the Independent Accountant any material relating to its proposed calculation of the disputed Final Liabilities and to discuss the same with the Independent Accountant. The Independent Accountant’s determination of the disputed Final Liabilities shall be limited to either Parent’s or the Stockholders’ Representative’s calculation of the disputed Final Liabilities. The Independent Accountant shall deliver to the Members Stockholders’ Representative and BuyerParent, as promptly as practicable, and in any event within thirty (30) Business Days of the submission to the Independent Accountant, a report setting forth its calculationsdetermination of the final disputed Final Liabilities. Such report determination shall be final, conclusive final and binding upon Buyer, the Surviving Company Parent and the MembersCompany Stockholders. The cost of such review and report shall be paid (i) one-half from by the amounts deposited in the Reserve Account by or on behalf party whose calculation of the Members (and thereafter disputed Final Liabilities was not adopted by the Non-Trust Unit HoldersIndependent Accountant. Any fees and expenses incurred by Parent in connection with its preparation or review of the Final Closing Balance Sheet pursuant to this Section 1.13 and the preparation or review of any notice of objection, Pro Rata) as applicable, shall be borne by Parent, and (ii) one-half any fees and expenses incurred by Buyerthe Stockholders’ Representative in connection with its preparation or review of the Final Closing Balance Sheet pursuant to this Section 1.13 and the preparation or review of any notice of objection, as applicable, shall be borne by the Company Stockholders on a pro rata basis. (4d) The parties hereto agree that they will cooperate and assist in good faith in the preparation of the Final Closing Balance Sheet and the calculation of the estimated Transaction Expenses and final Net Working Capital, Indebtedness and Cash and Cash Equivalents Company Liabilities and in the conduct of the reviews referred to in Sections 2.1(c) and (d)Section 1.13, including, without limitation, making available, to the extent necessaryreasonably requested, books, records, work papers and personnel personnel. (e) In the event that the Final Liabilities as determined pursuant to this Section 1.13 is greater than the aggregate amount of Transaction Expenses and Company Liabilities taken into account for purposes of determining the Adjustment Shares, Parent shall be entitled to recover such excess by offsetting such excess against the Escrow Shares by canceling that number of Escrow Shares equal in value to the aggregate amount of such Losses, and such recovery shall be made from the escrow fund on a reasonable basis during normal business hoursproportional to the Escrow Shares contributed under the Escrow Agreement by or on behalf of each Company Stockholder.

Closing Balance Sheet. (1a) As soon promptly as practicable after the Closing Datepracticable, but no later than the ninetieth (90th) day 90 days, after the Closing Date, Buyer will deliver cause to the Members Representative an unaudited final Closing Balance Sheet, as well as its calculations be prepared and delivered to Parent a combined balance sheet of the final Net Working Capital Company Group as of the Accounting Effective Time based close of business on the Closing Balance SheetDate (the "CLOSING BALANCE SHEET"), the final Indebtedness as together with a report of the Accounting Effective Time Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based upon the on such Closing Balance Sheet and setting forth Buyer's calculation of stockholders' equity (the final Cash and Cash Equivalents based upon "STOCKHOLDERS' EQUITY AMOUNT"), the Closing Balance Sheetamount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case without before giving effect to the Merger or any financing transactions in connection therewithpayment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with GAAP as applied by the Company procedures set forth in the preparation of the Balance Sheet. Exhibit B hereto. (b) If the Members Representative objects to Parent disagrees with Buyer’s 's calculation of the final Net Working Capital, Indebtedness Stockholders' Equity Amount or Cash and Cash Equivalents, the Members Representative shall within thirty (30) days after receipt thereof notify Buyer Buyer's calculation of the same Receivables Amount, in writing, which such notice shall include a description in reasonable detail of the basis of such objection and the Members Representative’s proposed modification of any such calculation. If the Members Representative does not object to any such calculation within such thirty (30)-day period, Buyer’s calculations shall be final, conclusive and binding on the parties. (2) If Buyer disagrees with all or any portion of the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents each case delivered by the Members Representative pursuant to Section 2.1(d)(1) above2.04(a), the parties shall confer in an effort to resolve their differences during the fifteen (15)-day period following Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such proposed modification by calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Members Representative. If Buyer does not object to Closing Balance Sheet and the Members Representative’s proposed modification Buyer's calculation of the final Net Working CapitalStockholders' Equity Amount and the Receivables Amount, Indebtedness and/or Cash and Cash Equivalents in each case delivered by the Members Representative pursuant to Section 2.1(d)(12.04(a). ------- (c) above within fifteen (15) days following the delivery If a notice of such proposed modification by the Members Representative, the Members Representative’s proposed modification disagreement shall be final, conclusive and binding on the parties. (3) If, upon completion of such fifteen (15)-day period described in the first sentence of duly delivered pursuant to Section 2.1(d)(2) above2.04(b), Buyer and Parent shall, during the Members Representative 30 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 Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to resolve their differencesreach such agreement, they shall promptly thereafter cause McGladrey & ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ LLP (the “Independent Accountant”"▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the final Net Working Capital, Indebtedness and/or Cash Final Stockholders' Equity Amount and Cash Equivalents, as applicablethe Final Receivables Amount. In making such calculation, the Independent Accountant ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts in the Closing Balance Sheet or the Buyer's calculation of the final Net Working Capital, Indebtedness Stockholders' Equity Amount and/or Cash and Cash Equivalents Buyer's calculation of the Receivables Amount as to which Buyer and the Members Representative have Parent has disagreed. The Independent Accountant ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall deliver to the Members Representative Buyer and BuyerParent, as promptly as practicable, a report setting forth its such calculations. Such report shall be final, conclusive final and binding upon Buyer, the Surviving Company Buyer and the MembersParent. The cost of such review and report shall be paid borne (i) one-half from by Buyer if the amounts deposited in difference between the Reserve Account by or on behalf Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation of the Members (Stockholders' Equity Amount plus Buyer's calculation of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and thereafter by Parent's calculation of the Non-Trust Unit HoldersStockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), Pro Rata) and (ii) one-half by Buyer. (4) The parties hereto agree that they will cooperate in good faith in Parent if the preparation of first such difference is less than ------- the Closing Balance Sheet and the calculation of the estimated and final Net Working Capital, Indebtedness and Cash and Cash Equivalents and in the conduct of the reviews referred to in Sections 2.1(c) second such difference and (d), including, without limitation, making available, to the extent necessary, books, records, work papers iii) otherwise equally by Buyer and personnel on a reasonable basis during normal business hoursParent.

Closing Balance Sheet. (1a) As soon as practicable Within fifteen (15) days after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer Company will deliver to the Members Representative an unaudited final Closing Balance Sheet, as well as its calculations of the final Net Working Capital as of the Accounting Effective Time based on the Closing Balance Sheet, the final Indebtedness as of the Accounting Effective Time based upon Buyer the Closing Balance Sheet and a certificate executed by the final Cash and Cash Equivalents based upon Company’s accounting firm, stating that the Closing Balance Sheet, Sheet was prepared as provided in each case without giving effect Section 1.03(a) and setting forth the computation of the Net Liabilities as of the Closing Date (“Net Closing Liabilities”). (b) If Buyer delivers written notice (the “Disputed Items Notice “) to the Merger or any financing transactions in connection therewith. The Closing Balance Sheet shall be prepared in accordance with GAAP as applied by the Company in the preparation of the Balance Sheet. If the Members Representative objects to Buyer’s calculation of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents, the Members Representative shall within thirty ten (3010) days after receipt thereof notify Buyer of the same in writing, which such notice shall include a description in reasonable detail of the basis of such objection and the Members Representative’s proposed modification of any such calculation. If the Members Representative does not object to any such calculation within such thirty (30)-day period, Buyer’s calculations shall be final, conclusive and binding on the parties. (2) If Buyer disagrees with all or any portion of the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above, the parties shall confer in an effort to resolve their differences during the fifteen (15)-day period following delivery of such proposed modification by the Members Representative. If Buyer does not object to the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above within fifteen (15) days following the delivery of such proposed modification by the Members Representative, the Members Representative’s proposed modification shall be final, conclusive and binding on the parties. (3) If, upon completion of such fifteen (15)-day period described in the first sentence of Section 2.1(d)(2) above, Buyer and the Members Representative are unable to resolve their differences, they shall promptly thereafter cause McGladrey & ▇▇▇▇▇▇, LLP (the “Independent Accountant”) to review this Agreement and the disputed items or amounts for the purpose of calculating the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents, as applicable. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet or the calculation of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents as to which Buyer and the Members Representative have disagreed. The Independent Accountant shall deliver to the Members Representative and Buyer, as promptly as practicable, a report setting forth its calculations. Such report shall be final, conclusive and binding upon Buyer, the Surviving Company and the Members. The cost of such review and report shall be paid (i) one-half from the amounts deposited in the Reserve Account by or on behalf of the Members (and thereafter by the Non-Trust Unit Holders, Pro Rata) and (ii) one-half by Buyer. (4) The parties hereto agree that they will cooperate in good faith in the preparation of the Closing Balance Sheet and certificate referred to above, stating that Buyer objects to any items in the calculation Closing Balance Sheet, specifying the basis for such objection and setting forth Buyer’s computation of the estimated Net Closing Liabilities, the Company and final the Buyer will attempt to resolve and finally determine the Net Working Capital, Indebtedness and Cash and Cash Equivalents and in Closing Liabilities as promptly as practicable. If the conduct parties are unable to do so within ten (10) days after delivery of the reviews referred Disputed Items Notice, the matter will be resolved by a mutually acceptable nationally recognized independent accounting firm which the parties hereby agree to be _______________________. The fees, costs and expenses of such accounting firm will be borne by the party whose positions generally do not prevail in Sections 2.1(csuch determination, or if the accounting firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be shared fifty-fifty between the Company and the Buyer. (c) and Within five (d)5) days after the Net Closing Liabilities is determined, includingthe Company shall, without limitation, making available, pay to the extent necessaryBuyer, booksthe amount, recordsif any, work papers and personnel in cash equal to two-thirds (2/3) of the excess of the Net Closing Liabilities as stated on a reasonable basis during normal business hoursthe Closing Balance Sheet over the Net Liabilities as determined prior to Closing.

Closing Balance Sheet. (1a) As soon as practicable after the Closing Date, but no later than the ninetieth sixtieth (90th60th) day after the Closing Date, Buyer the Stockholders Representative will deliver to Buyer the Members Representative an unaudited final Closing Balance Sheet, as well as its calculations Sheet and the calculation of the final Net Working Capital as of the Accounting Effective Time based close of business on the day immediately prior to the Closing Date based upon the final Closing Balance Sheet, the final Indebtedness Sheet as of the Accounting Effective Time based upon close of business on the day immediately prior to the Closing Balance Sheet and the final Cash and Cash Equivalents based upon the Closing Balance Sheet, in each case without giving effect Date. If Buyer objects to the Merger or any financing transactions in connection therewith. The Closing Balance Sheet shall be prepared in accordance with GAAP as applied by the Company in the preparation of the Balance Sheet. If the Members Representative objects to BuyerStockholders Representative’s calculation of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents, the Members Representative Buyer shall within thirty twenty (3020) days Business Days after receipt thereof notify Buyer the Stockholders Representative of the same in writing, which such notice shall include a description in reasonable detail of the basis of such objection in reasonable detail and the Members RepresentativeBuyer’s proposed modification of any such calculationcalculation to the Stockholders Representative. If the Members Representative Buyer does not object to any such calculation within such thirty twenty (30)-day 20) Business Day period, Buyerthe Stockholders Representative’s calculations calculation shall be final, conclusive and binding on the parties. (2b) If Buyer the Stockholders Representative disagrees with all or any portion of the Members RepresentativeBuyer’s proposed modification of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents Capital delivered by the Members Representative Buyer pursuant to Section 2.1(d)(1) above2.4(a), Buyer and the parties Stockholders Representative shall confer negotiate in good faith to reach an effort to resolve their differences agreement during the fifteen (15)-day 15) Business Day period following delivery of such proposed modification by the Members Representative. If Buyer does not object to the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above within fifteen (15) days following the delivery of such proposed modification by the Members Representative, the Members Representative’s proposed modification shall be final, conclusive and binding on the partiesBuyer. (3c) If, upon completion of such fifteen (15)-day period described in the first sentence of Section 2.1(d)(215) aboveBusiness Day period, Buyer and the Members Stockholders Representative are unable to resolve their differencesreach an agreement, they shall promptly thereafter cause McGladrey Deloitte & ▇▇▇▇▇▇Touche USA LLP, or if Deloitte & Touche USA LLP refuses to accept such retention, another independent nationally recognized accounting firm agreed upon by Buyer and the Stockholders Representative (the “Independent Accountant”) ), to review this Agreement and the disputed items or amounts for the purpose of calculating the final Net Working Capital, Indebtedness and/or Cash . Each of Buyer and Cash Equivalents, as applicable. In making such calculation, Stockholders Representative shall submit to the Independent Accountant shall consider only those items or amounts in its calculation of the Closing Balance Sheet or final Net Working Capital and such work papers and other documents and information relating to the calculation of the final Net Working Capital as the Independent Accountant may request and are available to that party or its agents and each of the Stockholders Representative and Buyer will be afforded the opportunity to present to the Independent Accountant any material relating to its proposed calculation of the final Net Working Capital and to discuss the same with the Independent Accountant. The Independent Accountant’s determination of the final Net Working Capital shall be limited to either Buyer’s or the Stockholders Representative’s calculation of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents as to which Buyer and the Members Representative have disagreed. The Independent Accountant shall deliver to the Members Stockholders Representative and Buyer, as promptly as practicable, and in any event within thirty (30) Business Days of the submission to the Independent Accountant, a report setting forth its calculationsdetermination of the final Net Working Capital. Such report determination shall be final, conclusive final and binding upon Buyer, the Surviving Company Buyer and the MembersSellers. The cost of such review and report shall be paid (i) one-half from by the amounts deposited party whose calculation of final Net Working Capital was not adopted by the Independent Accountant. Any fees and expenses incurred by Buyer in the Reserve Account by connection with its preparation or on behalf review of the Members (final Net Working Capital pursuant to this Section 2.4 and thereafter the preparation or review of any notice of objection, as applicable, shall be borne by Buyer, and any fees and expenses incurred by the Non-Trust Unit HoldersStockholders Representative in connection with its preparation or review of the final Net Working Capital pursuant to this Section 2.4 and the preparation or review of any notice of objection, as applicable, shall be borne by the Sellers on a Pro Rata) and (ii) one-half by BuyerRata basis. The calculation of Net Working Capital as of the close of business on the day immediately prior to the Closing Date as finally determined pursuant to this Section 2.4 shall be referred to herein as the “Final Net Working Capital”. (4d) The parties hereto agree that they will cooperate and assist in good faith in the preparation of the Closing Balance Sheet and the calculation of the estimated and final Estimated Net Working Capital, Indebtedness Capital and Cash and Cash Equivalents Final Net Working Capital and in the conduct of the reviews referred to in Sections 2.1(c) 2.3 and (d)2.4, including, without limitation, making available, to the extent necessaryreasonably requested, books, records, work papers and personnel on a reasonable basis during normal business hourspersonnel.

Closing Balance Sheet. (1a) As soon as practicable No later than ninety (90) days after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer will Purchaser shall deliver to the Members Shareholders Representative an unaudited the final Closing Balance Sheet (the “Final Closing Balance Sheet”) and the calculation of the Final Net Working Capital based upon the Final Closing Balance Sheet, as well as its calculations of the final Net Working Capital as of the Accounting Effective Time based on the Closing Balance Sheet, the final Indebtedness as of the Accounting Effective Time based upon the Closing Balance Sheet and the final Final Cash and Cash Equivalents based upon Equivalents, the Final Closing Balance Sheet, in each case without giving effect to Date Indebtedness and the Merger or any financing transactions in connection therewithFinal Transaction Expenses. The Final Closing Balance Sheet shall be prepared in accordance with GAAP as consistently applied by using the Company same accounting methods, practices, principles, policies and procedures (with consistent classifications, judgments and valuations and estimation methodologies) that were used in the preparation of the Company Audited Balance SheetSheet and the Company Audited Financial Statements; provided, however, that in the event of a conflict between consistency and compliance with GAAP, compliance with GAAP shall control. If the Members Shareholders Representative objects to Buyerthe Purchaser’s calculation of the final Final Net Working Capital, Indebtedness or the Final Cash and Cash Equivalents, the Members Final Closing Date Indebtedness and/or the Final Transaction Expenses, the Shareholders Representative shall within thirty (30) days after receipt thereof notify Buyer the Purchaser of the same in writing, which such notice shall include a description in reasonable detail of the basis of such objection and the Members Shareholders Representative’s proposed modification of any such calculationcalculations. During this thirty (30) day period, the Purchaser and the Surviving Corporation shall provide the Shareholders Representative, upon reasonable prior notice, with reasonable access to books, records, work papers, auditors and personnel to the extent relevant to the determination of the Final Net Working Capital, the Final Cash and Cash Equivalents, the Final Closing Date Indebtedness and/or the Final Transaction Expenses. If the Members Shareholders Representative does not object to any such calculation calculations within such thirty (30)-day 30) day period, Buyerthe Purchaser’s calculations shall be final, conclusive and binding on the parties. In addition, the Shareholders Representative will be deemed to have agreed with all items and amounts contained in Purchaser’s calculations of the Final Net Working Capital, the Final Cash and Cash Equivalents, the Final Closing Date Indebtedness and the Final Transaction Expenses that it has not disputed in accordance with the foregoing. (2b) If Buyer the Purchaser disagrees with all or any portion of the Members Shareholders Representative’s proposed modification of the final Purchaser’s calculations of the Final Net Working Capital, Indebtedness or the Final Cash and Cash Equivalents Equivalents, the Final Closing Date Indebtedness and/or the Final Transaction Expenses delivered by the Members Representative pursuant to Section 2.1(d)(1) above3.9(a), the parties Purchaser and the Shareholders Representative shall confer negotiate in good faith to reach an effort to resolve their differences agreement during the fifteen (15)-day 15) day period following delivery of such proposed modification by the Members Shareholders Representative. If Buyer the Purchaser does not object to the Members Shareholders Representative’s proposed modification of the final Purchaser’s calculations of the Final Net Working Capital, Indebtedness and/or the Final Cash and Cash Equivalents Equivalents, the Final Closing Date Indebtedness and/or the Final Transaction Expenses delivered by the Members Representative pursuant to Section 2.1(d)(13.9(a) above within fifteen (15) days following the delivery of such proposed modification by the Members Shareholders Representative, the Members Shareholders Representative’s proposed modification shall be final, conclusive and binding on the parties. (3c) If, upon completion of such the fifteen (15)-day 15) day period described in the first sentence of Section 2.1(d)(23.9(b) above, Buyer the Purchaser and the Members Shareholders Representative are unable to resolve their differencesreach an agreement, they shall promptly thereafter either may cause McGladrey & ▇▇▇▇▇▇, the Los Angeles office of KPMG LLP (the “Independent Accountant”) to review this Agreement and the disputed items or amounts for the purpose of calculating the final Final Net Working Capital, Indebtedness and/or the Final Cash and Cash Equivalents, as applicablethe Final Closing Date Indebtedness and/or the Final Transaction Expenses. In making such calculationcalculations, the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet or the calculation calculations of the final Final Net Working Capital, Indebtedness and/or the Final Cash and Cash Equivalents Equivalents, the Final Closing Date Indebtedness and/or the Final Transaction Expenses as to which Buyer the Purchaser and the Members Shareholders Representative have disagreeddisagreed and shall be instructed that it may not resolve any amounts in dispute such that the resolution is greater than the greatest amount proposed by the parties or less than the least amount proposed by the parties. The Independent Accountant shall deliver to the Members Shareholders Representative and Buyerthe Purchaser, as promptly as practicable, a report setting forth its calculations, which shall be prepared in accordance with the standards set forth in Section 3.9(a). Such report shall be final, conclusive and binding upon Buyerthe Purchaser, the Surviving Company Holders and the MembersCarve-Out Participants. The cost of such review and report shall be paid (i) oneby the Purchaser, on the one hand, and by the Holders and the Carve-half Out Participants from the amounts deposited Escrow Account (and, if the cash and other property remaining in the Reserve Escrow Account by or are insufficient, thereafter from the Holders and the Carve-Out Participants directly, in proportion to their respective Initial Pro Rata Shares), on behalf the other hand, based on the percentage which the portion of the Members contested amount not awarded to such party bears to the amount actually contested by such party. By way of illustration, if the Purchaser claims before the Independent Accountant that the Final Net Working Capital is $1,000,000, and the Shareholders Representative claims before the Independent Accountant that the Final Net Working Capital is $1,500,000, and if the Independent Accountant ultimately resolves the dispute by awarding the Purchaser $300,000 of the $500,000 difference, then the fees, costs and expenses of the Independent Accountant shall be allocated 60% (i.e., 300,000 ÷ 500,000) to the Holders and thereafter by the NonCarve-Trust Unit HoldersOut Participants and 40% (i.e., Pro Rata200,000 ÷ 500,000) and (ii) one-half by Buyerto the Purchaser. (4d) In the event the Independent Accountant refuses the engagement under Section 3.9(c), the Purchaser and the Shareholders Representative shall mutually agree on another comparable public accounting firm having no material relationship with the Company, the Purchaser or the Shareholder Representative (the “Alternative Independent Accountant”) to resolve any disputes according to Section 3.9(c). If within thirty (30) days, the Purchaser and the Shareholders Representative fail to mutually agree on an Alternative Independent Accountant, the Purchaser and Shareholders Representative shall thereafter promptly cause American Arbitration Association to appoint the Alternative Independent Accountant, and in making its determination with respect to such appointment, American Arbitration Association shall take into account, and attempt to avoid appointing an accounting firm with, any significant preexisting relationship with either the Purchaser and its Affiliates or the Shareholders Representative and its Affiliates. The parties hereto agree that they will cooperate in good faith fees and expenses of the Alternative Independent Account shall be apportioned in the preparation of the Closing Balance Sheet and the calculation of the estimated and final Net Working Capital, Indebtedness and Cash and Cash Equivalents and same manner as described in the conduct of the reviews referred to in Sections 2.1(c) and (dSection 3.9(c), including, without limitation, making available, to the extent necessary, books, records, work papers and personnel on a reasonable basis during normal business hours.

Closing Balance Sheet. (1) As soon as practicable after Following the Closing, Buyer shall prepare the Closing DateBalance Sheet and its calculations of the Net Working Capital, but Cash, and Debt immediately prior to the Effective Time (the “Calculations”), and Buyer shall deliver the same to Members’ Representative no later than the ninetieth (90th) calendar day after following the Closing Date. At least seven (7) business days prior to Buyer’s delivery of its Closing Balance Sheet and Calculations, Buyer will deliver shall provide drafts thereof to the Members Members’ Representative an unaudited final Closing Balance Sheetand shall discuss with Members’ Representative any questions or concerns that Members’ Representative has with regard to such drafts during such seven (7) day period. Thereafter, as well as its calculations of the final Net Working Capital as of the Accounting Effective Time based on the Closing Balance Sheet, the final Indebtedness as of the Accounting Effective Time based upon the Closing Balance Sheet and the final Cash and Cash Equivalents based upon the Closing Balance Sheet, in each case without giving effect Calculations delivered to the Merger or any financing transactions in connection therewith. The Closing Balance Sheet Members’ Representative shall be prepared in accordance with GAAP as applied by final and binding on the Company in the preparation of the Balance Sheet. If the Members Parties unless Members’ Representative objects to Buyer’s calculation of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents, the Members Representative shall within thirty twenty (3020) days after receipt thereof notify by: (i) notifying Buyer in writing of the same in writing, which such notice shall include each objection; and (ii) delivering to Buyer a description in reasonable detail of statement describing the basis of for each objection along with Members’ Representative’s Closing Balance Sheet and Calculations; provided that any such objection and may only be based on a claim that the Members Representative’s proposed modification Closing Balance Sheet or Calculations were not prepared in accordance with the terms of any such calculationthis Agreement or on a claim of mathematical error. If the Members Representative does not object to any such calculation within such thirty (30)-day period, Any component of Buyer’s calculations Closing Balance Sheet and Calculations that is not the subject of an objection by Members’ Representative shall be final, conclusive final and binding on the parties. (2) Parties and will be the basis for the adjustments described in Section 4.4(f). If Buyer disagrees agrees with all or any portion the objection(s) of the Members Members’ Representative and Members’ Representative’s proposed modification of Closing Balance Sheet and Calculations, then Members’ Representative’s Closing Balance Sheet and Calculations shall be final and binding on the final Net Working Capital, Indebtedness or Cash Parties and Cash Equivalents delivered by the Members Representative pursuant to Purchase Price shall be adjusted as set forth in Section 2.1(d)(1) above, the parties shall confer in an effort to resolve their differences during the fifteen (15)-day period following delivery of such proposed modification by the Members Representative4.4(f). If Buyer does not object to agree with the Members objection(s) of Members’ Representative or Members’ Representative’s proposed modification of the final Net Working CapitalClosing Balance Sheet and Calculations, Indebtedness and/or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above then Buyer must, within fifteen (15) days after receipt of Members’ Representative’s objection(s) and Calculations, notify Members’ Representative of its disagreement. Throughout the period following the delivery of such proposed modification by the Members Representative, the Members Representative’s proposed modification shall be final, conclusive and binding on the parties. (3) If, upon completion of such fifteen (15)-day period described in the first sentence of Section 2.1(d)(2) aboveClosing Date, Buyer shall permit Members’ Representative and its counsel, accountants and other advisors complete access to the Members Representative are unable to resolve their differences, they shall promptly thereafter cause McGladrey & ▇▇▇▇▇▇, LLP (the “Independent Accountant”) to review this Agreement and the disputed items or amounts for the purpose of calculating the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents, as applicable. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet or the calculation financial records of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents as Company that are relevant to which Buyer and the Members Representative have disagreed. The Independent Accountant shall deliver to the Members Representative and Buyer, as promptly as practicable, a report setting forth its calculations. Such report shall be final, conclusive and binding upon Buyer, the Surviving Company and the Members. The cost of such review and report shall be paid (i) one-half from the amounts deposited in the Reserve Account by or on behalf of the Members (and thereafter by the Non-Trust Unit Holders, Pro Rata) and (ii) one-half by Buyer. (4) The parties hereto agree that they will cooperate in good faith in the preparation of the Closing Balance Sheet and the calculation of the estimated and final Net Working Capital, Indebtedness and Cash and Cash Equivalents and in the conduct of the reviews referred to in Sections 2.1(c) and (d), including, without limitation, making available, to the extent necessary, books, records, work papers and personnel on a reasonable basis during normal business hoursCalculations.

Closing Balance Sheet. (1a) As soon as practicable after the Closing Date, but no later than the ninetieth sixtieth (90th60th) day after the Closing Date, Buyer the Shareholders Representative will deliver to the Members Representative an unaudited final Closing Balance Sheet, as well as its calculations of Buyer the final Net Working Capital as of the Accounting Effective Time based on the Closing Balance Sheet, the final Indebtedness as of the Accounting Effective Time based upon the Closing Balance Sheet and the final Cash calculation of (i) the Final Current Assets, (ii) the Final A/P and Cash Equivalents (iii) the Final Backlog, based upon the final Closing Balance Sheet, in each case without giving effect to the Merger or any financing transactions in connection therewith. The Closing Balance Sheet shall be prepared in accordance with GAAP as U.S. generally accepted accounting principles (“GAAP”) consistently applied by except that it shall exclude estimated taxes payable or refundable for the Company in pre-Closing Tax periods, and deferred tax liabilities or assets. If Buyer objects to the preparation Shareholders Representative’s calculations of the Balance Sheet. If the Members Representative objects to Buyer’s calculation of the final Net Working Capital, Indebtedness or Cash and Cash EquivalentsFinal Current Assets, the Members Representative Final A/P and/or the Final Backlog, Buyer shall within thirty fifteen (3015) days after receipt thereof notify Buyer the Shareholders Representative of the same in writing, which such notice shall include a description in reasonable detail of the basis of such objection in reasonable detail and the Members RepresentativeBuyer’s proposed modification of any such calculationcalculations to the Shareholders Representative. If the Members Representative Buyer does not object to any such calculation within such thirty fifteen (30)-day 15) day period, Buyerthe Shareholders Representative’s calculations calculation shall be final, conclusive and binding on the parties. (2b) If Buyer the Shareholders Representative disagrees with all or any portion of the Members RepresentativeBuyer’s proposed modification modifications of the final Net Working CapitalFinal Current Assets, Indebtedness or Cash and Cash Equivalents Final A/P and/or Final Backlog delivered by the Members Representative Buyer pursuant to Section 2.1(d)(1) above1.4(a), the parties shall confer negotiate in good faith to reach an effort to resolve their differences agreement during the fifteen (15)-day 15) day period following delivery of such proposed modification by the Members Representative. If Buyer does not object to the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above within fifteen (15) days following the delivery of such proposed modification by the Members Representative, the Members Representative’s proposed modification shall be final, conclusive and binding on the partiesBuyer. (3c) If, upon completion of such fifteen (15)-day period described in the first sentence of Section 2.1(d)(215) aboveday period, Buyer and the Members Shareholders Representative are unable to resolve their differencesreach an agreement, they shall promptly thereafter cause McGladrey & BDO ▇▇▇▇▇▇▇, LLP ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (or other accounting firm mutually agreed to by the Shareholders Representative and Buyer) (the “Independent Accountant”) to review this Agreement and the disputed items or amounts for the purpose of calculating the final Net Working CapitalFinal Current Assets, Indebtedness and/or Cash the Final A/P and Cash Equivalents, as applicablethe Final Backlog. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet or the calculation calculations of the final Net Working CapitalFinal Current Assets, Indebtedness and/or Cash the Final A/P and Cash Equivalents the Final Backlog as to which Buyer and the Members Shareholders Representative have disagreed. The Independent Accountant shall deliver to the Members Shareholders Representative and Buyer, as promptly as practicable, a report setting forth its calculations. Such report shall be final, conclusive final and binding upon Buyer, the Surviving Company Buyer and the MembersSellers. The cost of such review and report shall be paid (i) one-half from by Sellers, pro rata in accordance with the amounts deposited Shares owned by each Seller as set forth on the Shareholder List (defined in the Reserve Account by or on behalf of the Members Section 2.6) (and thereafter by the Non-Trust Unit Holders, “Pro Rata) ”), and (ii) one-half by Buyer. (4d) The parties hereto agree that they will cooperate in good faith and assist in the preparation of the Closing Balance Sheet and the calculation of the estimated and final Net Working Capital, Indebtedness and Cash and Cash Equivalents and in the conduct of the reviews and calculations referred to in Sections 2.1(c) 1.3 and (d)1.4, including, without limitation, making available, to the extent necessary, books, records, work papers and personnel on a reasonable basis during normal business hourspersonnel.