Common use of Closing Statement Clause in Contracts

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not Not later than 5 five (5) Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts Company shall deliver to have prepared Purchaser a proforma statement certified by the Chief Executive Officer and the Chief Financial Officer of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Company (the “Draft Estimated Closing Statement”). The Draft ) setting forth (a) an estimated consolidated balance sheet of the Company Group as of the Reference Time, prepared in good faith and in accordance with the GAAP, and (b) a good faith calculation of the Company’s estimate of the Closing Net Debt as of the Reference Time and along with reasonably detailed calculations, which Estimated Closing Statement shall reflect be subject to the parties’ review and approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, the Chief Executive Officer and Chief Financial Officer of the Company will meet with Purchaser to review and discuss the Estimated Closing Statement and the Company will consider in good faith estimate of all of Purchaser’s comments to the prorations, credits and/or other Estimated Closing Statement and make applicable adjustments to be made at the Estimated Closing Statement, subject to review and approval by Purchaser and the Company prior to the Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft The adjusted Closing Statement based on such audits, examinations and inventories, and on (“Final Closing Statement”) shall thereafter be deemed the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms for all purposes of this Agreement.. The Final Closing Statement and the determinations contained therein shall be prepared in accordance with the U.S. GAAP and otherwise in accordance with this Agreement. The Final Closing Statement will also include (i) with respect to any Closing Net Debt, the amount owed to each creditor of any of the members of the Company Group and, the payoff amount to be satisfied at the Closing, payment instructions, together with payoff and lien release letters from each Company Group creditors in form and substance reasonably acceptable to Purchaser, and (ii) expenses related to the Merger and other transaction contemplated by this Agreement, the amount owed to each payee thereof and payment instructions (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above[Reserved].

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days At least five (5) business days prior to the intended Closing Date, the Seller will use commercially reasonable efforts Company shall submit to have prepared Buyer a proforma written statement of estimated Current Assets and Current Liabilities as of the accounting for last day of the transaction that reflects month immediately preceding the Seller’s Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the Net Working Capital Amount (the “Draft "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement”, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. (b) Within 90 days after the Closing Date, Buyer will prepare and deliver to Parent a written statement of the Current Assets, the Current Liabilities and the Net Working Capital Amount (the "Closing Statement"). The Draft date on which the Closing Statement is delivered to Parent is referred to herein as the "Delivery Date". The Closing Statement shall reflect, as of the Effective Date, the Current Assets and the Current Liabilities, and, subject to the exclusions included in such definitions, will be prepared (i) in accordance with GAAP and (ii) utilizing the same Accounting Practices of the Company as were utilized in the preparation of the November 30, 2010 Balance Sheet as they relate to the amounts to be included in the Closing Statement (but only to the extent such Accounting Practices are in accordance with GAAP) (it being understood that GAAP Accounting Practices will be utilized in the preparation of the Closing Statement to the extent the Accounting Practices of the Company utilized in the preparation of the November 30, 2010 Balance Sheet are not in accordance with GAAP or there were no corresponding Accounting Practices of the Company utilized in the preparation of the November 30, 2010 Balance Sheet); provided that, for the purpose of calculating the U.S. dollars equivalent of any asset or liability to be included in the Closing Statement which is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall be used. Anything contained herein to the contrary notwithstanding, the amounts set forth on the Closing Statement will not reflect any purchase accounting adjustments as a result of the parties’ Transaction. The Closing Statement will be prepared based solely on information available three days prior to the Delivery Date with regard to conditions that exist on the Effective Date. If the Closing Date precedes the Effective Date, Buyer agrees to conduct the Business in the ordinary course consistent with past practices during the period between the Closing Date and the Effective Date. (c) Commencing with the Delivery Date and for a period of fifteen (15) days thereafter, Parent shall have reasonable access to the books and records and personnel of the Business and the opportunity to consult with Buyer for purposes of confirming or disputing the Net Working Capital Amount set forth in the Closing Statement. The Closing Statement will be deemed to be the final, binding and conclusive Closing Statement (the "Final Closing Statement") for all purposes on the 15th day after the Delivery Date unless Parent delivers to Buyer a written notice of its disagreement executed by Parent (a "Notice of Disagreement") on or prior to such date specifying in reasonable detail the nature of Parent's objections to the Closing Statement. To be assertable in a Notice of Disagreement, an objection by Parent with respect to any individual matter relating to the Closing Statement must assert that the Closing Statement was not prepared in accordance with the terms of Section 4.6(b) and the definitions of Current Assets or Current Liabilities with respect to such matter and relate to an adjustment equal to or greater than $10,000. Parent hereby irrevocably waives the right to assert any objection with respect to the Closing Statement that is not asserted in a Notice of Disagreement delivered by Parent to Buyer within 15 days after the Delivery Date. If a Notice of Disagreement is delivered by Parent to Buyer within such 15 day period, then the Closing Statement (as adjusted, if necessary) will be deemed to be the Final Closing Statement for all purposes on the earlier of (x) the date Buyer and Parent resolve in writing all differences they have with respect to the Closing Statement or (y) the date the disputed matters are resolved in writing by the Unaffiliated Firm (as set forth below). In the event that disputed matters are resolved by the Unaffiliated Firm (as set forth below), the Final Closing Statement will consist of the applicable amounts from the Closing Statement (or amounts otherwise agreed to in writing by Buyer and Parent) as to items that have not been submitted for resolution to the Unaffiliated Firm, and the amounts determined by the Unaffiliated Firm as to items that were submitted for resolution by the Unaffiliated Firm. (d) During the 30 day period following the delivery of a Notice of Disagreement (the "Resolution Period"), Buyer and Parent will seek in good faith estimate to resolve any differences they may have with respect to matters specified in the Notice of all Disagreement. If, at the end of the prorationsResolution Period, credits and/or other adjustments Buyer and Parent have not reached agreement on such matters, Buyer and Parent will promptly jointly engage a single arbitrator from an independent auditing firm of national reputation reasonably acceptable to be made at ClosingBuyer and Parent (the "Unaffiliated Firm") to resolve the matters specified in the Notice of Disagreement that remain in dispute by arbitration in accordance with the procedures set forth in this Section 4.6(d). On In connection with such engagement, Buyer and Parent will each execute, if requested by the day prior to ClosingUnaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, Buyer and Parent will provide the Unaffiliated Firm with a copy of this Agreement, the Seller Closing Statement and the Buyer will use commercially reasonable efforts Notice of Disagreement. Each of Buyer, on the one hand, and Parent, on the other hand, may also submit in writing to conduct inventoriesthe Unaffiliated Firm one position statement accompanied by any applicable supporting documentation it or they desire (each, examinations and audits a "Position Statement") with respect to each of the Asset matters set forth in the Notice of Disagreement submitted to the Unaffiliated Firm for resolution. Position Statements, if any, shall be delivered to the Unaffiliated Firm, with a copy to the other party (at the same time as it is provided to the Unaffiliated Firm), no later than the fifteenth (15th) day following the date the Unaffiliated Firm accepts its engagement hereunder. The Unaffiliated Firm will have the authority to request in writing such additional written submissions from Buyer or Parent as it deems appropriate; provided that a copy of any such submission will be provided to the other at the same time as it is provided to the Unaffiliated Firm. Neither Buyer nor Parent will make (or permit any of their Affiliates to make) any additional submission to the Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm. Neither Buyer nor Parent will communicate (or permit any of their Affiliates to communicate) with the Unaffiliated Firm without providing the other a reasonable opportunity to participate in such communication with the Unaffiliated Firm (other than with respect to written submissions in response to the written request of the Unaffiliated Firm). The Unaffiliated Firm will have 45 days (or such longer period as may be necessary reasonably required by the Unaffiliated Firm) to verify and/or make revisions review the documents provided to it pursuant to this Section 4.6(d). Within such 45 day period (or such longer period as may be reasonably required by the Draft Unaffiliated Firm), the Unaffiliated Firm will furnish simultaneously to Buyer and Parent its written determination with respect to each of the matters in dispute submitted to it for resolution. The Unaffiliated Firm will resolve the differences regarding the Closing Statement based on such audits, examinations and inventories, and solely on the night preceding information provided to the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated Unaffiliated Firm by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions Parent pursuant to the terms of this AgreementAgreement (and not independent review). The Unaffiliated Firm's authority will be limited to resolving disputes with respect to whether the Closing Statement was prepared in accordance with the terms of Section 4.6(b) and the definitions of Current Assets and Current Liabilities with respect to the individual items on the Closing Statement in dispute specified in the Notice of Disagreement (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other than amounts set forth on the Closing Statement that are in dispute). In resolving any disputed item, the Unaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by Buyer or Parent or less than the smallest value for such item asserted by Buyer or Parent. (be) If The decision of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding. Such decision will be subject to specific performance pursuant to Section 15.16, and judgment may also be entered thereon as an arbitration award pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16, in any court of competent jurisdiction (subject to Section 15.12). The fees of the Unaffiliated Firm will be borne by Buyer, on the one hand, and Parent, on the other hand, in the same proportion that the dollar amount of disputed items lost by Buyer, on the one hand, or Parent, on the other hand, bears to the total dollar amount in dispute resolved by the Unaffiliated Firm. Each party will bear the fees, costs and expenses of its own accountants, attorneys and other experts and all of its other expenses in connection with matters contemplated by this Section 4.6. (f) Within ten (10) business days after the Closing Statement is deemed to be adjusted pursuant the Final Closing Statement in accordance with Section 4.6(c): (i) if the Net Working Capital Amount shown on the Final Closing Statement (the "Final Net Working Capital Amount") is less than the Estimated Net Working Capital Amount, Parent will return to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent Buyer shares of Buyer Stock having a value equal to the Closing or corrected when sum of (A) the charge is finally determined. The Buyer shall deliver to difference between the Seller no later than 60 days following Estimated Net Working Capital Amount and the Final Net Working Capital Amount, plus (B) interest on such difference from the Closing Date to the date of payment (except calculated based on actual days elapsed in a 365-day year) at a rate of 8% per annum, with respect to any item which is not reasonably determinable within such time frameshares valued at $3.001 per share (the "Adjustment Market Price"); provided, however, that for purposes of the Final Net Working Capital Amount, the parties agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the Effective Date and (y) accrued as to which current liabilities on the time frame Final Closing Statement, shall be extended until added as a credit to the Net Working Capital Amount set forth on the Final Closing Statement. (ii) if the Final Net Working Capital Amount is greater than the Estimated Net Working Capital Amount, then Buyer will pay to Parent a value equal to the sum of (A) the difference between the Final Net Working Capital Amount and the Estimated Net Working Capital Amount, plus (B) interest on such item is reasonably determinabledifference from the Closing Date to the date of payment (calculated based on actual days elapsed in a 365-day year) at a schedule rate of prorations setting forth 8% per annum (such sum, the Buyer’s determination "Adjustment Amount"). The Adjustment Amount will be paid by Buyer in accordance with the following payment procedures: (x) by delivery to Parent of prorations not determined that number of whole shares of Buyer Stock equal to the Adjustment Amount divided by the Adjustment Market Price evidenced by stock certificates duly registered in the name of Parent, (y) at the Closing and any adjustments sole option of Buyer, by wire transfer of immediately available funds to Parent for an amount in dollars equal to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors Adjustment Amount, or omissions in computing adjustments or readjustments (z) at the Closing or thereafter shall be promptly corrected or madesole option of Buyer, by delivery to Parent of any combination of shares of Buyer Stock and amounts in dollars, provided that the party seeking aggregate value of shares (such shares to correct such error or omission or be valued at its Adjustment Market Price) and cash paid to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior Parent pursuant to this clause (z) is equal to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveAdjustment Amount.

Closing Statement. (a) In connection with As promptly as practicable after the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, but no later than the Seller will use commercially reasonable efforts to have prepared a proforma later of (x) 30 days after the end of the accounting for last complete fiscal quarter included in Trailing EBITDA of NBCU and (y) 60 days after the transaction that reflects Closing Date, Comcast will cause to be prepared and delivered to GE a statement setting forth in reasonable detail Comcast’s calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU and Trailing EBITDA of the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Contributed Comcast Businesses (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at GE disagrees with Comcast’s calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU or Trailing EBITDA of the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations Contributed Comcast Businesses as set forth in this ARTICLE IXthe Closing Statement, GE may, within 30 days after delivery of the Closing Statement deliver a notice to Comcast disagreeing with such calculation and which specifies GE’s calculation of such amount and in reasonable detail GE’s grounds for such disagreement. Any errors such notice of disagreement shall specify those items or omissions amounts as to which GE disagrees (each, a “Disputed Item”), and GE shall be deemed to have agreed with all other relevant amounts contained in computing adjustments or readjustments at the Closing or thereafter Statement and the calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU and Trailing EBITDA of the Contributed Comcast Businesses set forth therein. (c) If no notice of disagreement is timely delivered pursuant to Section 2.10(b), then the calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU and Trailing EBITDA of the Contributed Comcast Businesses set forth in the Closing Statement shall be promptly corrected or madefinal and binding for all purposes. If a notice of disagreement shall be duly delivered pursuant to Section 2.10(b), provided that Comcast and GE shall, during the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following such delivery, use their good faith efforts to reach agreement on the receipt Disputed Items. If Comcast and GE are unable to reach such agreement during such period, they shall, within five (5) days thereafter, engage an internationally recognized accounting firm mutually agreed by GE and Comcast (the “Neutral Accountant”), pursuant to an engagement agreement executed by GE, Comcast and the Neutral Accountant, to resolve each Disputed Item. (d) The Neutral Accountant shall be instructed only to, acting as an expert and not as an arbitrator, resolve the Disputed Items. GE and Comcast shall instruct the Neutral Accountant that a final written determination (which determination shall contain the underlying reasoning) of each Disputed Item shall be completed and distributed to GE and Comcast as soon as practicable after the engagement of the Neutral Accountant; provided that GE and Comcast shall use commercially reasonable efforts to cause the Neutral Accountant to make a final determination within 30 days from the other party of date the Disputed Item was submitted to the Neutral Accountant. GE and Comcast agree that all known adjustments shall be made without regard to materiality. During the review by the Neutral Accountant, GE and Comcast shall make available or cause to be made available to the Neutral Accountant such other party’s proposed adjustment or readjustmentindividuals and such information, work papers, books and records as may be reasonably required by the Neutral Accountant to make its final determination. The party owing Neutral Accountant shall rely solely on the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum written submission of GE and Comcast with respect to the other matters at issue and shall not undertake an independent investigation. With respect to each Disputed Item, such determination shall not be in excess of the higher, nor less than the lower, of the amounts advocated by either party within 15 days after in such dispute. (e) The resolution by the same has been determined as Neutral Accountant of any Disputed Item shall be conclusive and binding upon the parties, absent manifest error. The parties hereto agree that the procedure set forth abovein this Section 2.10 for resolving any Disputed Item shall be the sole and exclusive method for resolving any such disputes. (f) The fees and expenses of the Neutral Accountant shall be borne 50% by GE and 50% by Comcast. (g) Comcast and GE agree that they will cooperate and assist in the preparation of the Closing Statement, the calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU and Trailing EBITDA of the Contributed Comcast Businesses, and in the conduct of the reviews referred to in this Section 2.10, including the making available to the extent necessary of books, records, work papers and personnel.

Closing Statement. (a) In connection with As promptly as practicable after the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively but in no event more than 60 days after the Closing, Seller shall prepare and deliver to Purchaser a statement (the “Draft Closing Statement”)) setting forth the calculation of the Closing Assets, the Closing Liabilities and the Closing Adjustment. The Draft Closing Statement shall reflect be prepared on the parties’ good faith estimate basis of all a closing of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits Company’s books as of the Asset Effective Time conducted as may be necessary to verify and/or make revisions to soon as practical after the Draft Closing Date in a manner consistent with the Company’s past practice and in the same manner as Exhibit A was prepared. The Closing Statement based on shall include such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the information as is reasonably sufficient to show how Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by made such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreementcalculations. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at Purchaser shall, during the 60-day period following the Closing, or if any such adjustments made at make available to Seller and its authorized representatives during normal business hours the books and records of the Company for use in preparing the Closing prove to be incorrect, Statement. During the adjustment shall be made subsequent to 30-day period following delivery by Seller of the Closing or corrected when Statement, Seller shall make available to Purchaser and its authorized representatives during normal business hours the charge is finally determined. The Buyer shall deliver to the work papers used by Seller no later than 60 days following in preparing the Closing Date (except Statement and shall promptly furnish to Purchaser such other information with respect to the preparation of the Closing Statement as Purchaser or its representatives may from time to time reasonably request. (c) Purchaser shall have 30 days following receipt of the Closing Statement to give Seller a written notice (the “Notice of Dispute”) of any item disputes or objections concerning the Closing Statement, the Closing Assets, the Closing Liabilities and the Closing Adjustment not being in accordance with this Article 2, specifying in reasonable detail the nature and amount of such disputes or objections. Items and amounts in the Closing Statement to which no objection is made in the Notice of Dispute shall be final and binding upon the parties. If Purchaser does not reasonably determinable deliver the Notice of Dispute to Seller within such time frame30-day period, the Closing Statement shall be considered to have been accepted by Purchaser, and the Closing Assets, the Closing Liabilities and the Closing Adjustment shall be final and binding. In the event Purchaser delivers the Notice of Dispute to Seller, Purchaser and Seller shall attempt to resolve the disputed matters as promptly as possible. (d) If Purchaser and Seller are unable to resolve all disputed matters identified in the Notice of Dispute, if any, within 30 days after delivery of the Notice of Dispute to Seller, the remaining disputed matters shall be resolved by an accounting firm mutually designated by Purchaser and Seller (the “Independent Accounting Firm”). The determination by the Independent Accounting Firm shall be final and binding upon the parties, and the Closing Statement (including, if affected thereby, the Closing Assets, the Closing Liabilities and the Closing Adjustment) shall be adjusted accordingly. The Independent Accounting Firm shall be instructed to address only the remaining disputed items or amounts from the Notice of Dispute and to use reasonable efforts to complete its review and make all necessary determinations within 30 days after submission of the Notice of Dispute to it. The Closing Statement (including, if affected thereby, the Closing Assets, the Closing Liabilities and the Closing Adjustment) as modified by resolution of any disputes in accordance with this Section 2.3(d) or, if applicable, as accepted by Purchaser pursuant to which the time frame Section 2.3(c), shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at final and binding, and the Closing Assets, the Closing Liabilities and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations Adjustment shall be as set forth in this ARTICLE IXtherein. Any errors or omissions in computing adjustments or readjustments at The fees and expenses of the Closing or thereafter Independent Accounting Firm shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveshared equally by Seller and Purchaser.

Closing Statement. Promptly, but in any event within thirty (a30) In connection with days after the prorations required under SECTION 9.1Closing, not later than 5 Business Days prior Buyer shall furnish to Seller a written statement (the intended “Closing Statement”) setting forth as of the Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma Assumed Liabilities, the Net Amount of the accounting for Working Capital Assets, the transaction that reflects Service Contracts Adjustment Amount, the Closing Cash Payment and the Purchase Price. The Closing Statement shall include the amount of each of the components of the Net Amount of the Working Capital Assets. Unless, within the fifteen day period following Seller’s good faith estimate receipt of how items subject the Closing Statement, Seller delivers written notice to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Buyer (the “Draft Dispute Notice”) setting forth (in detail sufficient for Buyer to understand the nature of and basis for Seller’s dispute) any and all items of disagreement related to the Closing Statement, including the amount thereof (each, an “Item of Dispute”). The Draft , the Closing Statement shall reflect the parties’ good faith estimate of all be conclusive and binding upon each of the prorationsParties; provided, credits and/or other adjustments to be made at Closing. On the day prior to Closinghowever, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion only basis on which Seller shall be permitted to submit an Item of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall Dispute is that such Item of Dispute was not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to prepared in accordance with the terms of this Agreement. Agreement or the Closing Statement contains a mathematical or clerical error or errors. After the delivery of the Closing Statement, Buyer shall cooperate with Seller in connection with its review of the Closing Statement, including providing Seller and its accountants reasonable access during business hours to materials used in the preparation of the Closing Statement. If, for whatever reason, Buyer does not furnish the Closing Statement within thirty (b30) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at days after the Closing, or if any such adjustments made at the Estimated Closing prove to be incorrect, the adjustment Statement shall be made subsequent to conclusive and binding upon each of the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveParties.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to 90 days after the intended Closing Date, IPH will cause to be prepared and delivered to Seller the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller accompanied by appropriate information and the Buyer will use commercially documentation in reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such detail supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementIPH’s calculations. (b) If No fact or event, including any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closingmarket or business development, or if any such adjustments made at occurring after the Closing prove to be incorrectDate, and no change in GAAP or Law after the adjustment date of this Agreement, shall be made subsequent to taken into consideration in the determination of the Closing or corrected when Statement. (c) If Seller disagrees with IPH’s calculation of the charge is finally determined. The Buyer shall deliver to the Applicable Amount, Seller no later than 60 may, within 30 days following after delivery of the Closing Date (except Statement and supporting information and documentation, deliver a written notice to IPH disagreeing with respect to any item which is not reasonably determinable within IPH’s calculation of the Applicable Amount and setting forth Seller’s calculation of such time frame, disputed items and the Applicable Amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees and the time frame basis for such disagreement and shall be extended until accompanied by appropriate information and documentation in reasonable detail supporting Seller’s calculations. If no written notice of disagreement is delivered to IPH within 30 days after delivery of the Closing Statement, on such item is reasonably determinable30th day such Closing Statement shall be final and binding on the parties hereto. (d) If Seller duly and timely delivers a schedule notice of prorations setting forth disagreement pursuant to Section 2.4(c), IPH and Seller shall, during the Buyer’s determination of prorations not determined 30 days following such delivery (the “Resolution Period”), use their commercially reasonable efforts to reach agreement on the disputed items or amounts. If at the Closing and conclusion of the Resolution Period there are any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth amounts remaining in this ARTICLE IX. Any errors or omissions dispute, then all amounts remaining in computing adjustments or readjustments at the Closing or thereafter dispute shall be promptly corrected submitted to KPMG LLP (the “Neutral Auditors”) for the purpose of calculating such amounts that remain in dispute. If KPMG LLP is unwilling or made, provided that unable to serve as the party seeking Neutral Auditors and Seller and IPH are unable to correct such error or omission or to make such readjustment shall have notified agree on the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party Neutral Auditors within 15 days after the same has been expiration of the Resolution Period, then Seller and IPH shall each have the right to request the American Arbitration Association to appoint the Neutral Auditors who in any event shall not be the current auditors of Seller or IPH. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors (i) shall be borne by IPH in the proportion that the aggregate dollar amount of such items so submitted that are successfully disputed by Seller (as finally determined by the Neutral Auditors) bears to the aggregate dollar amount of all items so submitted and (ii) shall be borne by Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the Neutral Auditors) bears to the aggregate dollar amount of all items so submitted. The Neutral Auditors shall act as an arbitrator to determine, based solely on presentations by Seller and IPH, and not by independent review, only those issues still in dispute. The Neutral Auditors’ determination of any disputed amount shall not be higher than the highest amount proposed by either party or lower than the lowest amount proposed by either party. The Neutral Auditors’ determination shall be made within 45 days of their selection, shall be set forth abovein a written statement delivered to Seller and IPH and shall be final, binding and conclusive. The term “Adjusted Closing Statement,” as used herein, shall mean the definitive Closing Statement agreed or the definitive Closing Statement resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.4(d) (in addition to those items theretofore agreed to by Seller and IPH).

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not later No fewer than 5 five (5) Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts Company shall deliver to have prepared Acquiror a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively statement (the “Draft Closing Date Capitalization Statement”), signed by the Chief Executive Officer of the Company, which sets forth the (i) (1) name of each Company Stockholder of record on the books and records of the Company, (2) number and type of shares of Company Common Shares (after giving effect to the Note Conversion and Preferred Conversion) owned by each such Company Stockholder, and (3) the allocation of the Closing Merger Consideration payable to each Company Stockholder; (ii) on a holder-by-holder and warrant-by-warrant basis, each Assumed Warrant that will be outstanding as of the Closing, and, with respect to such Assumed Warrant, the number of shares of Acquiror Common Stock issuable upon exercise of such Assumed Warrant and the exercise price of such Assumed Warrant; (iii) on a holder-by-holder and award-by-award basis, each Assumed Option that will be outstanding as of the Closing, and, with respect to such Assumed Option, the number of shares of Acquiror Common Stock issuable upon exercise of such Assumed Option and the exercise price of such Assumed Option; and (iv) on a holder-by-holder and award-by-award basis, each Acquiror Restricted Stock Unit Award that will be outstanding as of the Closing, and, with respect to such Acquiror Restricted Stock Unit Award, the number of shares of Acquiror Common Stock issuable upon settlement of such Acquiror Restricted Stock Unit Award. The Draft Closing Statement Company shall reflect the parties’ consider in good faith estimate of all Acquiror’s comments to the Closing Date Capitalization Statement, which comments Acquiror shall deliver to the Company no fewer than two (2) Business Days prior to the Closing Date, and revise the Closing Date Capitalization Statement to incorporate any changes the Company, acting in good faith, determines are appropriate. In connection with preparation and delivery of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to ClosingClosing Date Capitalization Statement, the Seller Company shall provide all reasonable supporting detail to evidence the Company’s calculations, explanations and the Buyer will use commercially reasonable efforts to conduct inventories, examinations assumptions and audits of the Asset any additional documentation or information as may reasonably be necessary to verify and/or make revisions requested by Acquiror. The Company shall deliver to the Draft Closing Statement based on such audits, examinations Paying Agent and inventories, and on the night preceding Acquiror the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation Date Capitalization Statement as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement finalized pursuant to this SECTION 9.2(aSection 4.02(a) shall not be a condition precedent at least one Business Day prior to the obligation of Closing Date. Acquiror and the Buyer Paying Agent shall be entitled to rely absolutely, and shall have no liability to any Company Stockholder or any other Person for relying on or paying the Seller to consummate the transactions pursuant to the terms of this AgreementClosing Merger Consideration in accordance with, such Closing Date Capitalization Statement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent No fewer than five (5) Business Days prior to the Closing or corrected when Date, the charge is finally determined. The Buyer Company shall deliver provide to Acquiror (i) an estimated unaudited balance sheet of the Seller no later than 60 days following Company as of 12:01 a.m. (Eastern time) on the Closing Date and (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinableii) a schedule of prorations written statement setting forth the BuyerCompany’s determination good faith estimates of prorations not determined at (1) the Company Transaction Expenses Amount, and, if any, the Overage, and (2) the Company Indebtedness Amount, if any, in each case as of 12:01 a.m. (Eastern time) on the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or Date. (c) No fewer than five (5) Business Days prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustmentClosing Date, or readjustment or correction under this ARTICLE IX Acquiror shall pay such sum provide to the other party within 15 days after the same has been determined as set Company a written statement setting forth abovea list of all Acquiror Transaction Expenses.

Closing Statement. As soon as possible, but in any event on or before the thirtieth (a30th) In connection with day after Closing, Purchaser shall prepare and deliver to Sellers a statement (and supporting schedules) (collectively the prorations required under SECTION 9.1“Closing Statement”) setting forth, not later than 5 Business Days prior to in detail, calculation of the intended Net Assets as of the Closing Date, which shall be certified by the Seller will use commercially reasonable efforts to have Chief Financial Officer of Purchaser as being prepared a proforma in accordance with GAAP. For purposes of preparation of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement , all calculations shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventorieswith precision, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement lack of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) materiality shall not be a condition precedent defense to the obligation requirement of precise and proper determinations. Sellers and their auditors or other representatives shall be provided an opportunity to review the procedures performed in connection with preparation of the Buyer or the Seller to consummate the transactions pursuant to the terms Closing Statement. Immediately following delivery of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove Statement, Purchaser shall make available, and shall cause its auditors to be incorrectmake available, all records, work papers and employees at Purchaser’s expense reasonably requested by Sellers in connection with their review of the adjustment Closing Statement. The Closing Statement shall be made subsequent deemed final, binding and conclusive upon the Sellers unless Sellers object by providing Purchaser written notice of dispute (a “Dispute Notice”) within thirty (30) days of receipt of the Closing Statement. The Dispute Notice shall specifically state Sellers’ objections and contain all supporting details for Sellers’ position. If a Dispute Notice is given, Purchaser and Sellers shall promptly meet in good faith to attempt to resolve any issues. If Purchaser and Sellers agree on an amendment to the Closing Statement, then the parties shall execute a memorandum memorializing such understanding and the Closing Statement, as adjusted shall be the final Closing Statement. If Purchaser and Sellers are unable to agree to an amendment of the Closing Statement within thirty (30) days of the Dispute Notice, the unresolved issues shall be submitted to a mutually acceptable independent accounting firm which has no material existing relationship to Purchaser or corrected when the charge is finally determinedSellers. The Buyer selection of such independent accounting firm shall deliver not be unreasonably withheld or delayed by either Purchaser or Sellers. Each of Purchaser and Sellers shall submit their position to the Seller no later than 60 days following independent accounting firm with all necessary supporting details and schedules. The independent accounting firm shall select either the Purchaser’s position or the Sellers’ position within thirty (30) after the independent accounting firm receives the first written position of one of the Parties. The Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame Statement shall be extended until such item amended to reflect whichever position is reasonably determinable) a schedule of prorations setting forth selected by the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter independent accounting firm which shall be promptly corrected or madefinal, provided that binding and conclusive on the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustmentParties. The party owing fees and expenses of the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX independent auditor shall pay such sum to be paid by the other party within 15 days after the same has been determined as set forth abovelosing Party.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not No later than 5 Business Days thirty (30) days prior to the intended anticipated Closing Date, the Seller will use commercially reasonable efforts to Sellers shall have prepared a proforma and delivered to Purchaser, in each case certified an authorized representative of each Seller, (i) an estimated unaudited balance sheet of the accounting CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Company as of the close of business as of the anticipated Closing Date (without giving effect to the transactions contemplated hereby, but reflecting any cash that Sellers intend to cause the Company to distribute to Sellers at or immediately prior to closing), which estimated unaudited balance sheet will have been prepared in accordance with GAAP, except for year-end adjustments and the transaction that reflects absence of footnotes, and substantially in the Seller’s good faith estimate form of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post ClosingExhibit 3.02(a)(2) and (ii) a closing statement, respectively substantially in the form of Exhibit 3.02(a)(1) attached hereto (the “Draft Closing Statement”). The Draft Closing Statement shall reflect , setting forth the partiesSellers’ good faith estimate of all the Net Working Capital of the prorationsCompany as of the anticipated Closing Date (the “Estimated Closing Net Working Capital”), credits and/or based on the estimated unaudited balance sheet described in clause (i) above, and the estimated adjustment to the Closing Purchase Price pursuant to Section 3.02(b). If Purchaser, in good faith, disputes any portion of the Estimated Closing Net Working Capital, then Purchaser shall notify the Sellers in writing no later than ten (10) days prior to the Closing Date, and the Sellers and Purchaser shall negotiate in good faith in an effort to resolve such disputed portion of the Estimated Closing Net Working Capital prior to the Closing. (i) If the undisputed portion of the Estimated Closing Net Working Capital is less than zero (0), then the Closing Purchase Price shall be reduced by an amount equal to such deficiency; and if the undisputed portion of the Estimated Closing Net Working Capital is greater than zero (0), the Closing Purchase Price shall be increased by an amount equal to such excess. Such adjustment shall be calculated based on the Sellers’ good faith estimate of Net Working Capital of the Company at the Closing Date, set forth in the Closing Statement delivered to Purchaser pursuant to paragraph (a) above, and any dispute notice timely delivered by the Purchaser to Sellers, and any resolution of such dispute, if any such resolution is reached by the parties pursuant to the negotiations contemplated by Section 3.02(a). The Sellers shall provide to Purchaser such data and information as Purchaser may reasonably request supporting the amounts reflected in the Closing Statement, and Purchaser shall provide to Sellers such data and information as Sellers may reasonably request supporting Purchaser’s dispute. (ii) (A) In the event that the Closing Date occurs prior to the Target Closing Date, an amount equal to the PPA Adjustment Amount shall be added to the Closing Purchase Price, (the “Early Adjustment Amount”, it being understood that such amount may be a positive or negative number) and (B) in the event that the Closing Date occurs after the Target Closing Date, an amount equal to the PPA Adjustment Amount shall be subtracted from the Closing Purchase Price, (the “Later Adjustment Amount”, it being understood that such amount may be a positive or negative number). No later than fifteen (15) days prior to the anticipated Closing Date, the Sellers shall have prepared and delivered to Purchaser, in each case certified by an authorized representative of each Seller, the Sellers’ good faith calculation of the Early Adjustment Amount or the Later Adjustment Amount, as applicable. If Purchaser, in good faith, disputes such calculation of the Early Adjustment Amount or the Later Adjustment Amount, as the case may be, then Purchaser shall notify the Sellers in writing no later than eight (8) days prior to the Closing Date, and the Sellers and Purchaser shall negotiate in good faith in an effort to resolve such disputed Early Adjustment Amount or Later Adjustment Amount, as the case may be, prior to the Closing. The Closing Purchase Price, as so adjusted by the Early CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Adjustment Amount or the Later Adjustment Amount, as the case may be, and the other adjustments to thereto under this Article III, shall be paid in accordance with Section 3.01. (iii) The adjustment made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. paragraph (b) If any items is referred to be adjusted pursuant to this ARTICLE IX are not determinable at herein as the Closing“Closing Adjustment”, or if any such adjustments made at the Closing prove to be incorrect, the adjustment and shall be made subject to additional and/or subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date adjustment as provided in paragraphs (except with respect to any item which is not reasonably determinable within such time framec), as to which the time frame shall be extended until such item is reasonably determinable(d) a schedule and (e) of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveSection 3.02.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not later Not less than 5 15 Business Days prior to the intended Closing, (a) Paradigm shall prepare and submit to PSXP a draft closing statement (the “Estimated Pipeline Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction Statement”) that reflects the Seller’s sets forth its good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the PSXP Closing Cash Contribution (the “Draft Estimated PSXP Closing Cash Contribution”) and (b) PSXP shall prepare and submit to Paradigm a draft closing statement (the “Estimated Terminal Closing Statement”). The Draft Closing Statement shall reflect the parties’ ) that sets forth its good faith estimate of all the Paradigm Closing Cash Contribution (the “Estimated Paradigm Closing Cash Contribution”). Within five Business Days of receipt of the prorations, credits and/or Estimated Pipeline Closing Statement by PSXP and the Estimated Terminal Closing Statement by Paradigm the receiving Party will deliver to the other adjustments Party a written report containing any changes with an explanation therefor that such receiving Party proposes to be made to the Estimated Pipeline Closing Statement or the Estimated Terminal Closing Statement, as applicable. The Estimated Pipeline Closing Statement and the Estimated Terminal Closing Statement, as agreed upon by the Parties, will be used to determine the Estimated PSXP Closing Cash Contribution to be paid by PSXP at Closing and the Estimated Paradigm Closing Cash Contribution to be paid by Paradigm at Closing. On If the day Parties cannot agree on the Estimated Pipeline Closing Statement or the Estimated Terminal Closing Statement prior to the Closing, the Seller Estimated Pipeline Closing Statement, as presented by Paradigm, will be used to determine the Estimated PSXP Closing Cash Contribution and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Estimated Terminal Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frameStatement, as presented by PSXP, will be used to which determine the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Estimated Paradigm Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveCash Contributions.

Closing Statement. Yucatan has delivered to Buyer a statement (athe “Closing Statement”), executed on Yucatan’s behalf by Yucatan’s Chief Financial Officer, setting forth (i) In Yucatan’s good-faith estimate of Closing Indebtedness, Transaction Costs and Closing Net Working Capital and (ii) the Aggregate Acquisition Consideration using the amounts set forth in the preceding clause (i) (the “Estimated Aggregate Acquisition Consideration”). Yucatan shall provide all supporting documentation reasonably requested by Buyer in connection with Buyer’s review of the prorations required under SECTION 9.1Closing Statement, not later than 5 Business Days prior including (i) payoff letters with respect to the intended Specified Closing Indebtedness to be provided by the administrative agent, if applicable, or lenders or creditors in respect thereof, dated within a reasonable time before the Closing Date, which shall, in each case, (x) set forth the aggregate amounts arising under or owing or payable thereunder and in connection therewith on the Closing Date and (y) acknowledge and agree that, upon payment of such aggregate amounts on the Closing Date, the Seller will use commercially reasonable efforts to applicable Company Party shall have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting paid in full all amounts arising under or debiting appropriate accounts either pre owing or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based payable on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date thereunder and in connection therewith, all Liens related to such Specified Closing Indebtedness shall be released, each in form and substance reasonably satisfactory to Buyer, (except ii) invoices with respect to the Transaction Costs in form and substance reasonably satisfactory to Buyer, and (iii) wire transfer details for holders of Closing Indebtedness and Service Providers to any item which is not reasonably determinable within such time frame, as Company Party comprising Transaction Costs to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum paid by Buyer pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveSections 2.04(b) and (c).

Closing Statement. Not less than four (a4) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended anticipated Closing Date, the Seller will use commercially reasonable efforts to have prepared shall provide Purchaser with a proforma of the accounting for the transaction statement that reflects the contains Seller’s good faith estimate estimate, with reasonable detailed support, of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closingeach of (a) the Working Capital Adjustment Amount, respectively (b) the Closing Cash Amount, (c) the Closing Indebtedness Amount, (d) the Closing Transaction Expense Amount, and (e) the Closing LNG and Fuel Inventory Value (such statement, the “Draft Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (i) Seller’s determination of the Purchase Price based on such estimated amounts (the “Closing Purchase Price”) and (ii) the account or accounts to which Purchaser shall transfer the Closing Purchase Price pursuant to Section 2.2 (and the amount to be transferred to each such account). The Draft Estimated Closing Statement shall reflect be prepared in accordance with the parties’ Accounting Principles and the definitions contained in this Agreement. The parties shall discuss in good faith estimate any changes proposed by Purchaser to the Estimated Closing Statement prior to the Closing Date and Seller shall update the Estimated Closing Statement to reflect any such proposed changes that it agrees with. The Estimated Closing Statement, as modified and updated to reflect any changes proposed by Purchaser to which Seller agrees, shall control for purposes of all of the prorations, credits and/or other adjustments payments to be made at Closing. On For the day prior to Closingavoidance of doubt, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits Purchaser’s acceptance of the Asset as may be necessary to verify and/or make revisions to the Draft Estimated Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts or failure to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect object to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in the Estimated Closing Statement shall not constitute an acknowledgement by Purchaser of the accuracy of the amounts reflected thereof and shall be without prejudice to and shall not limit or otherwise affect Purchaser’s rights and remedies under this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at Agreement, including Purchaser’s right to dispute the calculation of the Closing Purchase Price (or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days any component thereof) following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveClosing.

Closing Statement. Seller shall prepare and submit to Buyer for Buyer’s review, at least seven (a7) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, a draft proration statement setting forth the prorations and adjustments contemplated by this Agreement. Once Seller will use commercially reasonable efforts and Buyer have agreed on such proration statement, and in any event (even if there is any Proration Disputed Amount (as hereinafter defined) that has not been resolved between the parties) at least five (5) Business Days prior to have prepared a proforma the Closing Date, Seller and Buyer shall submit the same to the Escrow Agent. Escrow Agent shall prepare (with the assistance of Seller and Buyer) and, no later than three (3) Business Days prior to the Closing Date, deliver to each of the accounting parties for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively their review and approval a preliminary closing statement (the “Draft Preliminary Closing Statement”) setting forth: (a) the proration amounts allocable to each of the parties pursuant to Section 4.5; and (b) the Closing Costs allocable to each of the parties pursuant to Section 4.7. Based on each of the party’s comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and deliver a final version of a closing statement, signed by Buyer and Seller, to each of the parties at the Closing (the “Closing Statement”). The Draft In the event that any amount set forth in the Closing Statement shall reflect the parties’ is disputed in good faith estimate of all by either of the prorationsparties (the “Proration Disputed Amount”), credits and/or other adjustments to be made at Closing. On and such Proration Disputed Amount is not resolved before the day prior to Closing, such dispute shall not delay or prevent the Seller Closing, and an amount equal to such Proration Disputed Amount shall be held back from the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits payment of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable Purchase Price at the Closing, or if any such and the parties shall reasonably cooperate to make the appropriate adjustments made at after the Closing prove to be incorrect, the as soon as reasonably practicable with respect thereto. Any corrected adjustment or proration shall be made subsequent paid in cash to the Closing or corrected when the charge is finally determinedparty entitled thereto. The Buyer provisions of this Section 4.6 shall deliver to survive the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveClosing.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not No later than 5 Business Days ninety (90) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to Seller (i) a statement (the “Closing Statement”) in a form substantially similar to the Pre-Closing Statement, setting forth in reasonable detail, with reasonable supporting documentation (to the extent Purchaser is reasonably able to provide such supporting documentation), Purchaser’s calculation of (A) the Closing Date Indebtedness, (B) the Closing Date Working Capital, (C) the Closing Date Cash, (D) the Closing Date Transaction Expenses and (E) the resulting calculation of the Closing Purchase Price derived therefrom, and (ii) a balance sheet of the Target as of immediately prior to the intended Closing DateClosing, in each ​ ​ case, prepared in accordance with the Seller will use commercially reasonable efforts Accounting Rules (to have prepared a proforma the extent applicable) and the definitions and other terms included in this Agreement. Notwithstanding anything to the contrary, no actions taken by Purchaser on its own behalf or on behalf of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting Target, at or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing shall be given effect for purposes of determining the Closing Date Indebtedness, the Closing Date Working Capital, the Closing Date Cash, the Closing Date Transaction Expenses or the Closing Purchase Price derived from the foregoing. For the avoidance of doubt, unless Seller otherwise agrees in writing, Purchaser may not amend, adjust, supplement or modify the Closing Statement or the amount of the Closing Date Indebtedness, the Closing Date Working Capital, the Closing Date Cash, the Closing Date Transaction Expenses or the calculation of the Closing Purchase Price set forth therein following its delivery to Seller (in each case, except with respect pursuant to Section 1.4(c) or Section 1.4(d)). If Purchaser fails to deliver the Closing Statement within such ninety (90) day period, then in addition to any item which is not reasonably determinable within such time frameother rights Seller may have under this Agreement, Seller shall have the right to elect that either (i) the Estimated Indebtedness, Estimated Cash, the Estimated Transaction Expenses and the Estimated Working Capital be deemed to be the amount of the Closing Date Indebtedness, Closing Date Cash, the Closing Date Transaction Expenses and the Closing Date Working Capital, as applicable, and be final and binding and used for purposes of calculating the adjustment pursuant to which Section 1.4(d) or (ii) it shall, within forty-five (45) Business Days of the time frame Purchaser’s failure to timely deliver the Closing Statement, prepare the Closing Statement and the provisions of Section 1.4(c) (excluding Section 1.4(c)(ii)) shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveapplied mutatis mutandis.

Closing Statement. Seller shall cause its accounting staff (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the “Seller’s good faith estimate of how items subject Accountants”) to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct make such inventories, examinations and audits of the Asset Hotel Business, and of the books and records of the Hotel Business, as Seller’s Accountants may deem necessary to make the adjustments and prorations and allocations of Purchase Price among the assets being transferred required under this Section 9 or under any other provisions of this Agreement. Buyer or its designated representatives may be necessary to verify and/or make revisions to the Draft Closing Statement based on present at such auditsinventories, examinations and audits of the Hotel Business. Based upon such audits and inventories, Seller’s Accountants will prepare and on the night preceding deliver to Buyer and Escrow Agent no later than one (1) business day prior to the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare Date a final closing statement (the “Closing Statement”). The Closing Statement shall contain Seller’s best estimate of the amounts of the items requiring the prorations and adjustments required under SECTION 9.1 with such supporting documentation as in this Agreement and shall be subject to the parties hereto may reasonably require being attached theretoconcurrence therewith of Buyer. The Buyer and amounts set forth on the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of basis upon which the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to prorations and adjustments provided for herein shall be adjusted pursuant to this ARTICLE IX are not determinable made at the Closing, or if any such adjustments made at . The Closing Statement shall be binding and conclusive on all parties hereto to the extent of the items covered by the Closing prove Statement, unless within ninety (90) days after receipt by Buyer of the Closing Statement, any party notifies the other that it disputes such Closing Statement and specifies in reasonable detail the items and reasons that it so disputes such Closing Statement. The parties shall attempt to resolve such dispute. If such dispute is not resolved within forty-five (45) days after delivery of the original notice of dispute by Buyer, then the parties shall submit such dispute to an outside accounting firm appointed not later than fifteen (15) days after the expiration of said 45 day period, with the mutual consent of Buyer and Seller or, if the parties cannot agree, two outside accounting firms, one of which shall be incorrectappointed by Buyer and one of which shall be appointed by Seller (“Outside Accountants”), and the adjustment determination of the Outside Accountants, which shall be made subsequent to within a period of fifteen (15) days after such submittal by the parties, shall be conclusive. The fees and expenses of the Outside Accountants shall be paid equally by Buyer and Seller. In the event that, at any time within ninety (90) days after the Closing or corrected when Date, either party discovers any items which should have been included in the charge is finally determinedClosing Statement but were omitted therefrom, such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statement. The Buyer foregoing limitation shall deliver to the Seller no later than 60 days following the Closing Date (except with respect not apply to any item which is which, by its nature, cannot reasonably determinable be finally determined within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveperiod specified.

Closing Statement. 8.2.1 Based on the Effective Date Accounts, the Purchaser shall prepare a draft statement (athe Closing Statement) In connection showing the Financial Debt, the Cash and the Working Capital of the Company as of the Closing Date as well as the resulting calculation of the Purchase Price. The Closing Statement shall be in the form set out in Schedule 5.2.1. The Purchaser shall deliver the draft Closing Statement together with the prorations required under SECTION 9.1, not later than 5 Business Days prior Effective Date Accounts to the intended Seller within forty-five (45) days after Closing. 8.2.2 At the written request of the Seller and after receipt of the Closing DateStatement in accordance with Clause 8.2.1, the Purchaser shall procure that the Company provides the Seller’s representative access at all reasonable times to the Company’s books and records relating to the Effective Date Accounts and the Closing Statement, provided that such access shall be in a manner that does not interfere with the normal business operations of the Company. The Seller shall notify the Purchaser in writing (a Closing Statement Notice) within thirty (30) days after receipt of the Closing Statement whether or not it accepts the draft Closing Statement for the purposes of this Agreement. If the Seller does not accept the Closing Statement, the Closing Statement Notice shall set out in detail the Purchaser’s reasons for such non-acceptance and specify the adjustments which, in the Seller’s opinion, should be made to the draft Closing Statement in order for it to comply with the requirements of this Agreement. Except for the matters specifically set out in the Closing Statement Notice, the Seller will use commercially reasonable efforts shall be deemed to have prepared agreed to the draft Closing Statement in full. 8.2.3 If the Seller serves a proforma of Closing Statement Notice in accordance with Clause 8.2.2, stating in the accounting for Closing Statement Notice that the transaction that reflects Seller does not accept the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will Purchaser shall use commercially all reasonable efforts to conduct inventories, examinations meet and audits discuss the objections of the Asset as may Seller and to agree the adjustments (if any) required to be necessary to verify and/or make revisions made to the Draft draft Closing Statement, in each case within fifteen (15) days after receipt by the Seller of the Closing Statement based on such audits, examinations and inventories, and on Notice. 8.2.4 If the night preceding Seller is satisfied with the draft Closing immediately Statement (either as originally submitted or after the Cut-Off Time, adjustments agreed between the Seller and the Buyer will use commercially reasonable efforts Purchaser pursuant to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and Clause 8.2.3) or if the Seller acknowledge and agree that the completion of the Draft fails to give a valid Closing Statement pursuant Notice within the thirty (30) days period referred to this SECTION 9.2(ain Clause 8.2.2, then the draft Closing Statement (incorporating any agreed adjustments) shall not be a condition precedent to constitute the obligation of Closing Statement for the Buyer or the Seller to consummate the transactions pursuant to the terms purposes of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at Agreement and hence determine the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determinedfinal Purchase Price. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.DB1/ 93370130.5 18

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not Not later than 5 two (2) Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Seller or its agents or designees shall prepare, and promptly thereafter, Seller and Purchaser shall jointly agree upon, a closing statement (the “Draft Closing Statement”). The Draft Closing Statement shall reflect ) that will show the parties’ good faith estimate of all net amount due either to Seller or to Purchaser as the result of the prorationsadjustments and prorations provided for in this Agreement, credits and/or other adjustments and such net due amount shall be added to or subtracted from the cash balance of the Purchase Price to be made at Closing. On the day prior paid to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determinedas applicable. The Buyer shall deliver to the Seller no Not later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 sixty (60) days after the same Closing Date, Seller and Purchaser shall reprorate the adjustments and prorations provided for herein respecting any items that were not capable of being determined as of the Closing Date or that previously were wrongfully determined and need to be corrected and the manner in which such items shall be determined and paid. The net amount due Seller or Purchaser, if any, by reason of adjustments to the Closing Statement shall be paid in cash by the party obligated therefor within five (5) Business Days following the reproration by Seller and Purchaser. The reproration agreed to by Seller and Purchaser not later than one hundred eighty (180) days after the Closing Date shall be conclusive and binding on the parties hereto except for any items that are not capable of being determined at the time such reproration has been made by Seller and Purchaser and shall be conclusive and binding on the parties hereto except for any items that are not capable of being determined at that time of reproration, which items shall be determined and paid promptly as set forth abovesoon as they are capable of being determined. Prior to and following the Closing Date, each party shall provide the other with such information as the other shall reasonably request (including, without limitation, access to the books, records, files, ledgers, information and data with respect to the Property during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for herein.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not later than 5 At least three Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts shall cause to have be prepared and delivered to Buyer a proforma of the accounting for the transaction that reflects the certificate setting forth Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing(x) Closing Net Working Capital calculated in accordance with the Accounting Policies and the terms of this Agreement (“Estimated Closing Net Working Capital”) and (y) the Purchase Price based thereon, respectively calculated in accordance with Section 2.06 (the “Draft Estimated Purchase Price”). During the period prior to the Closing Date, Seller shall consult with Buyer and provide such information as Buyer may reasonably request with respect to the calculation of Estimated Closing Net Working Capital and the Estimated Purchase Price and Seller shall in good faith consider the objections, if any, of Buyer to the calculation of the Estimated Closing Net Working Capital. For the avoidance of doubt, if any disagreement between Seller and Buyer with any aspect of Estimated Closing Net Working Capital or Estimated Purchase Price cannot be resolved in good faith prior to the Closing, Seller’s calculation shall be used for the purposes of the Closing without prejudice to any of Buyer’s rights pursuant to Section 2.08(b). (a) As promptly as practicable, but no later than 75 days, after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a certificate including a statement setting forth Buyer’s calculation of the Purchase Price and each component thereof including Closing Net Working Capital (the “Closing Statement”). The Draft Closing Statement and all calculations and determinations contained therein shall reflect be prepared in accordance with the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller Accounting Policies and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. The calculations set forth in the Closing Statement shall not include any purchase accounting or other adjustments arising out of the consummation of the transactions contemplated by this Agreement, shall be based on the facts and circumstances as they existed immediately prior to the Closing and shall exclude any change in circumstance, development or event arising occurring on or after the Closing. (b) If any items Buyer will (x) provide Seller and its representatives with reasonable access during normal business hours to be adjusted the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Business for purposes of their review of the Closing Statement delivered by Buyer pursuant to this ARTICLE IX are Section 2.08(b) and (y) cooperate with Seller and its representatives in connection with such review, including by providing on a timely basis all other information necessary in connection with such review as is reasonably requested by Seller or its representatives. In the event of a dispute as to whether Buyer has complied with its obligations to provide the access referred to in the preceding sentence, the Accounting Firm shall promptly determine whether Buyer has so complied, and, to the extent that the Accounting Firm determines that Buyer has not determinable at so complied, the ClosingAccounting Firm is authorized to order Buyer to so comply (and Buyer agrees to comply with any such order promptly). In order to maintain consistency, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing errors or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except omissions are discovered with respect to any item which is not reasonably determinable that affects the amount of consolidated working capital (as adjusted) as of the Balance Sheet Date in connection with the preparation of the Closing Statement or the calculation of Closing Net Working Capital, then all calculations hereunder shall be appropriately adjusted to correct for the effect of such errors or omissions so that the Closing Statement and Closing Net Working Capital reflect only the passage of time with respect to any such item. All of the adjustments to be made in the preceding sentence shall be made in accordance with the Accounting Policies. (c) Seller and its accountants shall have 60 days after delivery of the documents referred to in the first sentence of Section 2.08(b) to review such documents. If Seller disagrees with any of Buyer’s calculations contained in the Closing Statement delivered pursuant to Section 2.08(b), Seller may, within 60 days after delivery of the Closing Statement, deliver a notice to Buyer setting forth in reasonable detail the particulars of such time frame, disagreement (an “Objection Notice”). Any Objection Notice shall specify those items or amounts as to which Seller disagrees and Seller’s calculation of the time frame Purchase Price, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement delivered pursuant to Section 2.08(b). (d) If an Objection Notice is duly delivered pursuant to Section 2.08(d), Buyer and Seller shall, during the 15 days following such delivery (as such period may be extended until pursuant to a written agreement between Buyer and Seller), use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Purchase Price. If Buyer and Seller are unable to reach such item is reasonably determinableagreement during such period, they shall promptly thereafter cause a mutually agreed independent accountant or consultant of nationally recognized standing (who shall not have any material relationship to either Buyer or Seller or any of their respective Affiliates) (the “Accounting Firm”) promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Purchase Price. In making such calculations, the Accounting Firm shall (i) act as an arbitrator, not as an expert, (ii) consider only those items or amounts in the Closing Statement as to which Seller has disagreed and (iii) not consider or review any settlement (or similar) offers made by Buyer or Seller in connection herewith. The Accounting Firm shall deliver to Buyer and Seller, as promptly as practicable, a schedule of prorations report setting forth the Buyer’s such calculations, including an explanation for its determination of prorations not the amount of each disputed item or amount determined at therein. Such report shall be final and binding upon Buyer and Seller. The cost of such review and report shall be borne (i) by Buyer if the Purchase Price is increased from the Purchase Price shown on the Closing Statement, (i) by Seller if the Purchase Price is decreased from the Purchase Price shown on the Closing Statement and (i) otherwise equally by Buyer, on the one hand, and Seller, on the other hand. Neither Buyer nor Seller will have, directly or indirectly, any ex parte communications or meetings with the Accounting Firm concerning matters within the scope of its engagement. Buyer and Seller agree that they will, and agree to cause their respective independent accountants to, cooperate and assist in the preparation of the Closing Statement and in the conduct of any reviews referred to in this Section 2.08, including making available to the extent necessary books, records, work papers and personnel. (e) For the avoidance of doubt, the calculations to be made pursuant to this Section 2.08 and the adjustments to be made pursuant to Section 2.09 are only meant to reflect changes in the prorations made at excess of consolidated current assets over consolidated current liabilities of the Business, with those adjustments specified in the Accounting Policies, from the Balance Sheet Date to the date of the Closing that it believes are necessary Statement. Neither Section 2.08 nor Section 2.09 is intended to complete the prorations as set forth in this ARTICLE IX. Any be used to adjust for errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall that may be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior found with respect to the date that is 30 days following Balance Sheet or any inconsistencies between the receipt from Balance Sheet or the other party of such other party’s proposed adjustment or readjustment. The party owing Accounting Policies, on the other party any sum pursuant to any adjustmentone hand, or readjustment or correction under this ARTICLE IX shall pay such sum to and GAAP, on the other party within 15 days after the same has been determined as set forth aboveother.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not Not later than 5 five (5) Business Days prior to the intended anticipated Closing Date, Seller shall prepare and deliver to Buyer a statement (the Seller will use commercially reasonable efforts to have prepared a proforma “Closing Statement”) showing Seller’s good faith computation of the accounting for the transaction that reflects the Adjusted Purchase Price described in Sections 3.2 and 3.3. Seller shall provide to Buyer reasonable supporting data and information (including actual figures and Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (where actual figures are not available) supporting the “Draft amounts reflected on the Closing Statement”, together with the designation of Seller’s or any Seller’s Designees’, as applicable, account(s) for the wire transfers of funds as required by Section 10.4(b) and the distribution of shares of LPI Common Stock as required by Section 10.4(c). The Draft Closing Statement shall reflect the parties’ good faith estimate Within three (3) Business Days of all receipt of the prorationsClosing Statement, credits and/or other adjustments Buyer will deliver to Seller a written report containing all changes, with the explanation therefor, that Buyer proposes to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determinedStatement. The Buyer shall deliver Parties will use their good faith efforts to the Seller no later than 60 days following agree upon the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing Statement and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment Adjusted Purchase Price on or prior to Closing. The Cash Purchase Price portion of the date Adjusted Purchase Price set forth in the Closing Statement, as agreed upon by the Parties, less the Performance Deposit shall constitute the Dollar amount of consideration to be paid at Closing by Buyer to Seller in cash (the “Closing Payment”) and the Stock Purchase Price portion of the Adjusted Purchase Price, as applicable, shall be paid to Seller at the Closing; provided, however, that is 30 days following if the receipt from Parties do not agree upon one or more particular adjustments set forth in the other party Closing Statement, then the amount of such other party’s proposed adjustment or readjustment. The party owing individual, disputed adjustment(s) to be used to calculate the other party any sum Purchase Price at Closing shall be that amount set forth in the draft Closing Statement delivered by Seller to Buyer pursuant to this Section 3.6 with respect to such adjustment (with any adjustmentdisputed amounts thereafter being resolved by the Revised Closing Statement in accordance with Section 3.8 or, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after extent of disputes related to Title Defects or Environmental Defects, as provided in Article 8 or Article 9, as applicable). For the same has been determined as set forth aboveavoidance of doubt, the entire Performance Deposit shall be netted against the Cash Purchase Price in the Closing Statement to determine the Closing Payment in accordance with this Section 3.6.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not No later than 5 three (3) Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts Company shall deliver to have prepared Parent a proforma statement (the “Closing Statement”) duly certified by the chief executive officer and chief financial officer of the accounting for Company, setting forth the transaction that reflects the SellerCompany’s good faith estimate as of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the anticipated Closing Date of (i) (A) the Closing Cash (the “Draft Estimated Closing StatementCash”). The Draft ; (B) the Closing Statement shall reflect Indebtedness (the parties’ good faith estimate of all “Estimated Closing Indebtedness”), (C) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and (D) the Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”) and (ii) a calculation of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement Estimated Initial Merger Consideration based on such audits, examinations and inventories, and on the night preceding amounts set forth in the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreementforegoing clause (i). (b) If The Closing Statement shall be prepared by the Company in accordance with the Accounting Principles, subject to any appropriate modifications to take into account the definitions of the various items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at included on the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determinedStatement as set forth herein. The Buyer Company shall deliver to Parent supporting calculations and documentation of such calculations, in reasonable detail, concurrently with the Seller no later than 60 days following delivery of the Closing Date (except Statement. The Company shall consult with Parent and its advisors with respect to the preparation of the Closing Statement and the Closing Statement shall be in form and substance satisfactory to Parent, acting reasonably. Parent shall be entitled to rely on the information contained in the Closing Statement for all purposes hereunder and otherwise in connection with the Merger, it being acknowledged and agreed that neither its use therefor, nor any item which comments or changes proposed by Parent thereto shall be deemed an agreement by Parent that the Closing Statement is accurate or complete or affect, in any manner whatsoever, any Indemnified Party’s right to indemnification, compensation and reimbursement pursuant to Section 8.2 if any of the information on the Closing Statement is not reasonably determinable within such time framecomplete or accurate or for any omissions therefrom. Absent fraud or manifest error, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth Estimated Closing Cash, Estimated Closing Indebtedness, the Buyer’s determination of prorations not determined at Estimated Closing Net Working Capital and the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations Estimated Unpaid Transaction Expenses as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at on the Closing or thereafter Statement shall be promptly corrected or made, provided that used for purposes of calculating the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveEstimated Initial Merger Consideration.

Closing Statement. (a) In connection with Within 120 days after the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts Summit shall prepare and deliver to have Cementos, or cause to be prepared and delivered to Cementos, a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively written certificate (the “Draft Post-Closing StatementCertificate”), setting forth in reasonable detail Summit’s calculation of (x) (i) Closing Net Working Capital, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) Company Transaction Expenses, and (y) based on the amounts set forth in the preceding clauses ‎(i)-(iv), Summit’s calculation of the Aggregate Cash Consideration, together with reasonably detailed supporting documentation therefor. The Draft Post-Closing Statement Certificate shall reflect be prepared, and the parties’ good faith estimate of Closing Consideration (and all components thereof) shall be determined, in each case as of the prorations, credits and/or other adjustments to be made at Closing. On Measurement Time in a manner consistent with the day prior to Closing, the Seller Accounting Policies and the Buyer will use commercially reasonable efforts to conduct inventories, examinations definitions set forth herein and audits based on the ANAC Companies’ books and records and other information available at the time. After the delivery of the Asset Post-Closing Certificate and until the determination of the Final Aggregate Cash Consideration, Summit shall promptly provide, and shall cause the ANAC Companies to promptly provide, reasonable supporting documentation reasonably requested by Cementos (including, subject to the execution and delivery by Cementos of customary accountant access letter(s), accountants’ work papers, schedules, memoranda and other documents as may be necessary reasonably requested) and make the relevant personnel involved in the preparation of the Post-Closing Certificate and relevant financial records of the ANAC Companies, in each case, used to verify and/or make revisions to prepare the Draft Post-Closing Statement based on such audits, examinations and inventories, and on the night preceding Certificate after the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 reasonably available in connection with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion Cementos review of the Draft Post-Closing Statement pursuant to this SECTION 9.2(a) Certificate; provided that any such access shall occur during normal business hours, with reasonable notice and in a manner that does not be a condition precedent to unreasonably interfere with the obligation normal business operations of the Buyer ANAC Companies or the Seller to consummate the transactions pursuant to the terms of this Agreementtheir Affiliates. (b) If Cementos disagrees with any items to be adjusted pursuant to this ARTICLE IX are not determinable at calculations set forth in the ClosingPost-Closing Certificate, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall Cementos may deliver to the Seller no later than 60 Summit, within 45 days following the date on which the Post-Closing Date Certificate was delivered (except with respect to any the “Objection Period”), a written notice (the “Dispute Notice”) setting forth Cementos’s calculation of the disputed amount, a description in reasonable detail of the grounds for each such disagreement and Cementos’s alternative calculation of the Closing Consideration (each such item which is not reasonably determinable within such time frame, or amount as to which Cementos disagrees and set forth in the time frame Dispute Notice, an “Item of Disagreement”). Except for those Items of Disagreement set forth in the Dispute Notice delivered during the Objection Period, Cementos shall be extended until deemed to have agreed with all other items and amounts set forth in the Post-Closing Certificate, which items and amounts shall be final, binding and conclusive for all purposes hereunder, and no Party may thereafter dispute any item or amount not set forth in such Dispute Notice. Cementos may only deliver one Dispute Notice and, if Cementos does not timely deliver a Dispute Notice, the Post-Closing Certificate, and the items and amounts therein, shall be deemed final, binding and conclusive for all purposes hereunder, and no Party may thereafter dispute any item or amount not set forth in such Dispute Notice. (c) In the event that Cementos delivers the Dispute Notice to Summit within the Objection Period, Summit and Cementos will negotiate in good faith to resolve all Items of Disagreement. If, after a period of 30 days (or any mutually agreed extension thereof) following the date on which such Dispute Notice is reasonably determinable) a schedule delivered, Summit and Cementos have not resolved each such Item of prorations setting forth the Buyer’s determination of prorations not determined Disagreement, then at the Closing and any adjustments request of either Summit or Cementos all such Items of Disagreement that remain unresolved shall be submitted to the prorations made at Resolution Accountants in writing. Summit and Cementos shall, and shall cause their respective Representatives to, reasonably cooperate with the Resolution Accountants so as to enable them to make their determination as quickly and as accurately as practicable. The Parties agree that (i) the Resolution Accountant shall consider only those items or amounts in the Post-Closing that it believes are necessary Certificate as to complete which Cementos has disagreed in a Dispute Notice and which have not been resolved prior to submission to the prorations as Resolution Accountant, (ii) no Party shall have any ex parte meetings or communications with the Resolution Accountants, (iii) the Resolution Accountants shall not be entitled to hold any hearings or take or order the taking of depositions or other testimony, (iv) the Resolution Accountants shall decide all remaining Items of Disagreement solely based on the terms and standards set forth in this ARTICLE IXAgreement and in the Accounting Policies and (v) with respect to each matter submitted to it, the Resolution Accountant shall not resolve such matter in a manner that is more favorable to Summit’s position than the Post-Closing Certificate or more favorable to Cementos’s position than the Dispute Notice. Summit and Cementos shall use reasonable best efforts to obtain from the Resolution Accountants a resolution of all Items of Disagreement that remain unresolved as promptly as reasonably practicable after the date on which the Resolution Accountants are engaged. The Resolution Accountants shall render such resolution in writing, and the calculation of the remaining Items of Disagreement referred to the Resolution Accountants and the Final Aggregate Cash Consideration as determined by the Resolution Accountants shall be binding upon the Parties absent manifest error or actual intentional common law fraud (and not constructive fraud or other similar claims based on constructive knowledge, negligent misrepresentation, recklessness or similar theories). The costs, fees and expenses of the Resolution Accountants shall be borne by Summit and Cementos (on behalf of the Argos Parties and included as a Company Transaction Expense) in the same proportion as the aggregate amount of the Items of Disagreement submitted to the Resolution Accountants that are unsuccessfully disputed by each such Party (as finally determined by the Resolution Accountants) bears to the total amount of such Items of Disagreement so submitted. For example, if Cementos timely submits a Dispute Notice for $1,000, and if Summit contests only $500 of such amount, and the Resolution Accountants ultimately resolve the dispute by awarding Cementos $300 of the $500 contested, then the costs and expenses of the Resolution Accountants will be allocated 60% (i.e., 300/500) to Summit and 40% (i.e., 200/500) to Cementos. All other costs, fees and expenses incurred by the Parties in connection with resolving such dispute shall be borne by the party incurring such cost and expense. The dispute resolution by the Resolution Accountants under this ‎Section 2.06 shall constitute an expert determination and shall not constitute an arbitration. The Resolution Accountant shall have exclusive jurisdiction over, and resort to the Resolution Accountant as provided in this Section 2.06 shall be the only recourse and sole and exclusive remedy of the parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this Section 2.06. Any errors or omissions in computing adjustments or readjustments at disputes not within the Closing or thereafter scope of the disputes to be resolved by the Resolution Accountant pursuant to this Section 2.06 (as well as any disputes about the scope of disputes to be resolved by the Resolution Accountants pursuant to this Section 2.06) shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum resolved pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveSection 12.07.

Closing Statement. (a) In connection with 1. The Purchaser shall, or shall procure that the prorations required under SECTION 9.1Purchaser’s accountants shall, not later than 5 Business Days prior to the intended after Closing Date, the Seller will use commercially reasonable efforts to have prepared prepare a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively draft statement (the “Draft Closing Statement”)) showing the Working Capital of each of Geneva Industries Limited and ▇▇▇▇▇▇ Trading Limited. The Draft Closing Statement shall reflect be in the parties’ good faith estimate of all form set out in Exhibit 2 and incorporate separate statements in the form set out in that Exhibit showing the calculation of the prorationsWorking Capital of each of Geneva Industries Limited and ▇▇▇▇▇▇ Trading Limited. The Purchaser shall deliver the draft Closing Statement to the Sellers within 45 days after Closing. 2. No individual adjustment for an amount of less than £5,000 shall be made to the draft Closing Statement as a result of the process described in this Part C unless the Parties agree otherwise. Where more than one adjustment arises from the same or similar subject matter, credits and/or other facts, events or circumstances, those adjustments may be aggregated and shall together be treated as an individual adjustment for this purpose. 3. The Sellers’ Representative shall notify the Purchaser in writing (an “Objection Notice”) within 30 days after receipt whether or not it accepts the draft Closing Statement for the purposes of this Agreement. An Objection Notice shall set out in detail the reasons for such non-acceptance and specify the adjustments which, in the opinion of the Sellers (or any one of them), should be made to the draft Closing Statement in order for it to comply with the requirements of this Agreement. Except for the matters specifically set out in the Objection Notice, the Sellers shall be deemed to have agreed the draft Closing Statement in full. 4. If the Sellers’ Representative serves an Objection Notice in accordance with paragraph 3, the Purchaser and the relevant Seller(s) shall meet and discuss the objections set out in the Objection Notice and to agree the adjustments (if any) required to be made at Closingto the draft Closing Statement, in each case within 30 days after receipt by the Purchaser of the Objection Notice. 5. On If the day prior to Closing, Sellers are satisfied with the draft Closing Statement (either as originally submitted or after adjustments agreed between the Seller and the Buyer will use commercially reasonable efforts Purchaser pursuant to conduct inventoriesparagraph 4) or if the Seller fails to give a valid Objection Notice within the 30 day period referred to in paragraph 3, examinations and audits of then the Asset as may be necessary to verify and/or make revisions to the Draft draft Closing Statement based on such audits, examinations and inventories, and on the night preceding (incorporating any agreed adjustments) shall constitute the Closing immediately after Statement for the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms purposes of this Agreement. 6. If the Sellers and the Purchaser do not reach agreement within 30 days of receipt by the Purchaser of the Objection Notice, then the matters in dispute shall be referred (on the application of either the Sellers’ Representative or the Purchaser) for determination by an independent firm of chartered accountants of international standing as the Sellers and the Purchaser shall agree or, failing agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the “Firm”). The Firm shall be requested to make its decision within seven (7) days (or such later date as the Seller, the Purchaser and the Firm agree in writing) of confirmation and acknowledgement by the Firm of its appointment. The following provisions shall apply once the Firm has been appointed: (a) the Sellers and the Purchaser shall each prepare a written statement within 15 days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other; (b) If following delivery of their respective submissions, the Purchaser and the Sellers shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than 10 days after receipt of the other’s submission and, thereafter, none of the Sellers or the Purchaser shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other Party (unless otherwise directed) 10 days to respond to any items statements or submission so made); (c) in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to be adjusted pursuant the draft Closing Statement in respect of the matters in dispute in order to comply with the requirements of this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at Agreement and to determine finally the Closing prove Statement; (d) the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the Parties and, without prejudice to be incorrectany other rights which they may respectively have under this Agreement, the adjustment Parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it. 7. Each Seller and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Closing Statement. The fees and expenses of the Firm shall be made subsequent borne equally between the Sellers and the Purchaser or in such other proportions as the Firm shall determine. 8. To enable the Purchaser to meet its obligations under this Schedule 2, the Sellers shall provide to the Closing or corrected when Purchaser and the charge is finally determined. The Buyer shall deliver Purchaser’s accountants full access to the Seller no later than 60 days following books and records, employees and premises of the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing Geneva Industries Limited and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior ▇▇▇▇▇▇ Trading Limited to the date that the draft Closing Statement is 30 days following agreed or determined. If the receipt from Sellers’ Representative serves an Objection Notice, it shall ensure that the Purchaser and the Purchaser’s accountants shall be given reasonable access to the Sellers’ accountants’ working papers relating to the adjustments proposed in the Objection Notice and any other party submissions by or on behalf of such other party’s proposed adjustment or readjustmentthe Sellers in relation to the Closing Statement. The party owing Sellers shall co-operate fully with the other party any sum pursuant Purchaser and shall permit the Purchaser and/or the Purchaser’s accountants to any adjustment, or readjustment or correction under this ARTICLE IX take copies (including electronic copies) of the relevant books and records and shall pay such sum provide all assistance reasonably requested by the Purchaser to facilitate the other party within 15 days after preparation of the same Closing Statement. 9. When the Closing Statement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Closing Statement as set forth abovethe Working Capital for each Business shall be final and binding for the purposes of this Agreement.

Closing Statement. Seller shall prepare in good faith, using the best information available to Seller (aand to the extent actual figures are not available, using good faith estimates), and deliver to Buyer a draft settlement statement (the “Closing Statement”) In connection with the prorations required under SECTION 9.1, not no later than 5 three Business Days prior to Closing that shall set forth (i) the intended Closing DatePurchase Price, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the (ii) Seller’s good faith estimate of how items subject each adjustment to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the Purchase Price under this Section 2.3 and (iii) the “Draft resulting Closing Payment. Within two Business Days after receipt from Seller of the initial draft of the Closing Statement”). The Draft Closing Statement shall reflect , Buyer will have the parties’ good faith estimate of right, but not the obligation, to deliver to Seller a written report containing all of the prorations, credits and/or other adjustments changes that Buyer proposes to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determinedStatement. The Buyer shall deliver Closing Statement, as agreed upon by the Parties, will be used to adjust the Seller no later than 60 days following Purchase Price at Closing; provided, however, that, if the Parties do not agree upon an adjustment set forth in the Closing Date (except with respect Statement, then the amount of such adjustment used to adjust the Purchase Price at Closing shall be the amount set forth in Seller’s draft Closing Statement. As used herein, the term “Business Day” means any item which is not reasonably determinable within such time frameday other than Saturday, as to Sunday, or any day on which the time frame shall be extended until principal commercial banks located in the State of Louisiana or the State of New York are authorized or obligated to close under the Laws of such item is reasonably determinablestates. As used herein, “Closing Payment” means an amount equal to (x) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations Adjusted Purchase Price as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments the Closing Statement, less (y) the Deposit, less (z) the Defect Escrow Amount (if any) paid by Buyer into the Escrow Account at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveClosing.

Closing Statement. (a) In connection with As soon as reasonably practicable following the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts but in no event later than ninety (90) days thereafter, Buyer shall cause to have be prepared a proforma of the accounting for the transaction that reflects the Seller’s in good faith estimate of how items subject and delivered to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Seller a statement (the “Draft Closing Statement”) setting forth Buyer’s calculation of (A) the Closing Cash, (B) the Closing Working Capital, (C) the Closing Date Indebtedness, (D) the Closing Transaction Expenses, and (E) based on the foregoing, the calculation of the Adjustment Amount. The Closing Statement shall be prepared in a manner consistent with this Agreement, including the definitions of the terms Closing Working Capital, Closing Cash, Closing Date Indebtedness, Closing Transaction Expenses, and the Accounting Rules. The Parties agree that the purpose of preparing the Closing Statement and determining the Closing Working Capital, Closing Cash, Closing Date Indebtedness, and Closing Transaction Expenses is to properly measure the amount of the Closing Working Capital, Closing Cash, Closing Date Indebtedness, and Closing Transaction Expenses as of the Adjustment Time in accordance with the applicable definitions and the applicable terms and conditions of this Agreement and such processes are not intended to permit the introduction of different or new accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Working Capital, Closing Cash, Closing Date Indebtedness, or Closing Transaction Expenses from those set out in the Accounting Rules. The Closing Statement shall entirely disregard any and all effects on the assets or liabilities of the Company as a result of the Transactions or of any financing or refinancing arrangements entered into at any time by Buyer or its Affiliates. For the avoidance of doubt, unless Seller otherwise agrees in writing, B▇▇▇▇ may not amend, adjust, supplement or modify the Closing Statement or the amount of Closing Cash, Closing Working Capital, Closing Date Indebtedness, Closing Transaction Expenses or Adjustment Amount set forth therein following its delivery to Seller without the consent of Seller. If Buyer fails to deliver the Closing Statement within such ninety (90)-day period, then in addition to any other rights Seller may have under this Agreement, Seller shall have the right to elect that the Estimated Cash, Estimated Closing Working Capital, Estimated Closing Date Indebtedness, Estimated Closing Transaction Expenses and/or Estimated Adjustment Amount be deemed to be final and binding and used for purposes of calculating the adjustment pursuant to Section 1.4(e). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other Parties acknowledge that no adjustments to may be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementWorking Capital Target. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not Not later than 5 three (3) Business Days prior to the intended Closing Date, the Seller Company shall deliver to Parent (with a copy to the Securityholders’ Representative) a statement (the “Closing Statement”) setting forth the Company’s reasonable, good faith estimate of Excess Cash (the “Estimated Excess Cash”). The Estimated Excess Cash will be prepared in accordance with GAAP and in a manner consistent with the calculation of Required Cash as set forth on Exhibit B. Parent and its accountants may review the work papers used in the preparation of the Company’s calculation of the Closing Statement and the Company shall make available to Parent and its accountants all such work papers or other documents and information related thereto as may be reasonably requested by Parent or its accountants. As promptly as practicable but not later than one (1) Business Day prior to the Closing, Parent will identify any adjustments that it reasonably believes are required to such statements delivered by the Company. If the Company disputes any such adjustments, Parent and the Company will use all commercially reasonable efforts to have prepared a proforma of resolve such dispute, after which the accounting for Company will re-deliver to Parent the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 statements with such supporting documentation adjustments as the parties hereto may reasonably require being attached thereto. The Buyer have agreed are appropriate; provided, however, to the extent the parties are not able to agree on a revised statement of Estimated Excess Cash, such disagreement shall not delay Closing, and the Seller acknowledge and agree Company’s Estimated Excess Cash will be used for the purposes of Closing. Parent’s belief that the completion Company’s calculations of the Draft Closing Statement pursuant to this SECTION 9.2(a) Estimated Excess Cash are reasonable at that time, or Parent’s dispute thereof or the resolution of any disputes thereof, shall not be a condition precedent to the obligation foreclose, prevent, limit or preclude any rights or remedy of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementParent set forth herein. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrectEstimated Excess Cash is a positive amount, the adjustment shall Initial Merger Consideration will be made subsequent to increased dollar-for-dollar by such amount, and if the Closing Estimated Excess Cash is zero or corrected when a negative amount, the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is Initial Merger Consideration will not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveadjusted.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not As promptly as practicable but in no event later than 5 Business Days prior to 30 days after the intended Closing Date, the Seller will use commercially reasonable efforts close its books and records relating to have prepared a proforma of the accounting for Purchased Assets and Assumed Liabilities in order to permit Buyer to prepare the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset As promptly as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller practicable thereafter but no later than 60 days following after the closing of such books and records, Buyer will cause to be prepared and delivered to Seller a closing statement of Purchased Assets and Assumed Liabilities (the "CLOSING STATEMENT") together with a report of Buyer's independent accountant thereon, and a certificate based on such Closing Statement setting forth Buyer's calculation of Closing Net Worth. The Closing Statement shall (x) fairly present the Purchased Assets and Assumed Liabilities as at the close of business on the Closing Date in accordance with U.S. generally accepted accounting principles applied on a basis consistent with those used in the preparation of the audited balance sheet of Seller included in Seller's Supplemental Consolidated Financial Statements included in Seller's report on Form 8-K/A dated March 3, 1999 (except the "SELLER 8-K"), (y) be prepared in accordance with respect accounting policies and practices consistent with those used in the preparation of such financial statements and (z) include line items substantially consistent with those in the statement of Purchased Assets and Assumed Liabilities as of November 27, 1999 referred to any item which is not reasonably determinable within such time frame, in Section 3.06 (the "BALANCE SHEET"). "CLOSING NET WORTH" means the excess of the book value of the Purchased Assets over the book value of the Assumed Liabilities as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at reflected on the Closing Statement. The Closing Statement shall exclude: (i) all assets that in accordance with generally accepted accounting principles would be classified as intangible assets, including, without limitation, goodwill, patents, trademarks, deferred expenses and unamortized debt discount; (ii) all liabilities for which Buyer is indemnified pursuant to this Agreement and the receivable arising from such indemnification obligation; and (iii) the effect (including the Tax effect) of any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors act, event or omissions in computing adjustments or readjustments at transaction occurring after the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or (but prior to the date that is 30 days following close of business on the receipt from Closing Date) and not in the other party ordinary course of business of the Business. For purposes of the Closing Statement, the amount of any accounts payable due to, or any accounts receivable due from, Buyer or its affiliates will be determined by agreement between Buyer and Seller, or absent such agreement, through arbitration. In auditing the Closing Statement, Buyer's independent accountant will follow generally accepted auditing standards and such other party’s proposed adjustment or readjustment. The procedures as are customary including, as appropriate, conducting a physical inventory and verifying third party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovereceivables and payables.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to 90 days after the intended Closing Date, Buyer will cause to be prepared and delivered to Seller a statement (the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller“Closing Statement”) setting forth Buyer’s good faith estimate calculation of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post ClosingClosing Working Capital, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller Indebtedness and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementTransaction Expenses. (b) If any items to be adjusted Seller disagrees with Buyer’s calculation of Closing Working Capital, Closing Indebtedness or Transaction Expenses delivered pursuant to this ARTICLE IX are not determinable at the Closing‎Section 2.10‎(a), or if any such adjustments made at Seller may, within 60 days after delivery of the Closing prove Statement, deliver a written notice to Buyer (a “Dispute Notice”) disagreeing with such calculation and which specifies Seller’s good faith calculation of Closing Working Capital, Closing Indebtedness and Transaction Expenses, and, in reasonable detail, specifying Seller’s grounds for each point of disagreement. The Dispute Notice shall specify those items or amounts as to which Seller disagrees (each, a “Disputed Item”), and Seller shall be incorrectdeemed to have agreed with all other items and amounts contained in the Closing Statement (i) absent fraud or (ii) unless Seller disputes such items or amounts in a Dispute Notice within the 60-day period after delivery of the Closing Statement. (c) If Seller duly delivers a Dispute Notice, Buyer and Seller shall, during the 30 days following such delivery, use their reasonable best efforts to reach agreement on each Disputed Item in order to determine the amount of Closing Working Capital, Closing Indebtedness and Transaction Expenses. If Buyer and Seller are unable to reach such agreement during such period, they shall promptly (and, in any event, within 45 days following delivery of the Dispute Notice) thereafter jointly retain a nationally recognized accounting firm, who shall not have any material relationship with Buyer or Seller (the “Accounting Referee”) and cause such Accounting Referee promptly to review this Agreement and the Disputed Items for the purpose of calculating Closing Working Capital, Closing Indebtedness and Transaction Expenses (it being understood that in making such determination, the adjustment Accounting Referee shall be made subsequent to functioning as an expert and not as an arbitrator). In making such calculation, the Closing or corrected when Accounting Referee shall consider only the charge is finally determinedDisputed Items, and shall be bound by the terms of this Agreement (including the definitions) and the Accounting Policies. The Buyer Accounting Referee shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frameBuyer and Seller, as to which the time frame shall be extended until such item is reasonably determinablepromptly as practicable (but in any event within thirty (30) days of its retention), a schedule of prorations written report setting forth the Buyer’s determination calculation of prorations not determined at each Disputed Item and the resulting Closing Working Capital, Closing Indebtedness and Transaction Expenses in reasonable detail. Such report shall be final and binding upon Buyer and Seller (absent fraud). The cost of such review and report shall be borne (i) by Seller if Seller is awarded less than 50% of the aggregate value of all Disputed Items submitted to the Accounting Referee, (i) by Buyer if Buyer is awarded less than 50% of the aggregate value of all Disputed Items submitted to the Accounting Referee and (i) otherwise equally by Buyer and Seller. (d) Buyer and Seller agree that they will, and agree to cause their Subsidiaries to, reasonably cooperate and assist in the preparation of the Closing Statement and any adjustments the calculation of Closing Working Capital, Closing Indebtedness and Transaction Expenses and in the conduct of the reviews referred to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.‎Section

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to 60 days after the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Buyer shall prepare and deliver to Sellers' Representative a statement (including reasonably detailed supporting calculations) setting forth Buyer's calculation of Closing Working Capital and Closing Cash (the “Draft "Closing Statement”"). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any Sellers' Representative disagrees with Buyer's calculation of Closing Working Capital or Closing Cash set forth in the Closing Statement, Sellers' Representative may, within 30 days after receipt of the Closing Statement (including reasonably detailed supporting calculations), deliver a written notice to Buyer disagreeing with such calculation(s) and setting forth Sellers' Representative's calculation(s) of such amount(s) (the "Closing Statement Objection"). The Closing Statement Objection shall specify those items or amounts as to which Sellers' Representative disagrees, and Sellers' Representative shall be adjusted deemed to have agreed with all other items and amounts contained in the Closing Statement. If Sellers' Representative fails to deliver such a written notice within such 30 day period, Buyer's calculation of Closing Working Capital and/or Closing Cash, as applicable, set forth in the Closing Statement shall be binding upon the parties. (c) If the Closing Statement Objection shall be duly delivered pursuant to Section 2.06(b), Sellers' Representative and Buyer shall, during the 30 days following such delivery, use reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Closing Working Capital and/or Closing Cash, as applicable. If, during such period or any mutually agreed extension thereof, Sellers' Representative and Buyer are unable to reach such agreement, they shall promptly thereafter cause independent accountants of nationally recognized standing mutually agreed upon by Buyer and the Stockholders' Representative (the "Accounting Referee") to review this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrectSection 2.06, the adjustment definition of Closing Working Capital and/or Closing Cash, as applicable, the disputed items or amounts and any supporting materials related thereto for the purpose of calculating Closing Working Capital and/or Closing Cash, as applicable. In making such calculation, the Accounting Referee shall be made subsequent to the consider only those items or amounts in Buyer's calculation of Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Working Capital and/or Closing Date (except with respect to any item which is not reasonably determinable within such time frameCash, as applicable, as to which Sellers' Representative has disagreed. In no event shall the time frame Accounting Referee assign a value to any disputed item or amount that is less than the minimum value for any item claimed by either party or greater than the maximum value for any item or amount claimed by either party. The Accounting Referee shall deliver to Sellers' Representative and Buyer, as promptly as practicable, a report setting forth such calculation. Such report shall be extended until such item is reasonably determinablefinal and binding upon Sellers' Representative and Buyer. (d) Buyer shall pay the proportion (expressed as a schedule percentage) of prorations setting the fees and expenses of the Accounting Referee determined by dividing (i) the difference between (A) Buyer's calculation of the contested portion of Working Capital and/or Closing Cash, as applicable, set forth the Buyer’s determination of prorations not determined at on the Closing Statement and any adjustments (B) the calculation of the contested portion of Working Capital and/or Closing Cash, as applicable determined by the Accounting Referee by (ii) the difference between (A) Buyer's calculation of the contested portion of Working Capital and/or Closing Cash, as applicable, set forth on the Closing Statement and (B) Sellers' Representative's calculation of the contested portion of Working Capital and/or Closing Cash, as applicable, set forth on the Closing Statement Objection. Sellers' Representative shall pay the remaining proportion of the fees and expenses of the Accounting Referee from the Sellers' Representative Expense Fund. For example, if Buyer claims in the Closing Statement that the total contested portion of Closing Working Capital is $1,000, Sellers' Representative claims in a Closing Working Capital Objection that the total contested portion is $2,000 and the Accounting Referee ultimately determines that such total contested portion is $1,300, then Buyer shall pay 30% of the fees and expenses of the Accounting Referee (($1,000 - $1,300) ÷ ($1,000 - $2,000) = 0.3 = 30%) and Sellers' Representative shall pay the remaining 70% from the Sellers' Representative Expense Fund. (e) Buyer shall cooperate with Sellers' Representative's preparation of a Closing Statement Objection, including by providing Sellers' Representative and its representatives with reasonable access during normal business hours to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or madebooks, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the records (including work papers, schedules, memoranda and other party documents ), facilities and employees of such error or omission or readjustment on or prior Buyer pertaining to the date that is 30 days following the receipt from the other party calculation of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustmentClosing Working Capital and/or Closing Cash, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveapplicable.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1Interest Seller has prepared and delivered to Interest Purchaser for its review and comment, not later than 5 Business Days prior a statement of estimated Proration Items, Adjustment Items and other credits and adjustments to the intended Closing DateUnadjusted Purchase Price, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively together with all relevant supporting documentation (the “Draft Closing Statement”)) and the Parties have agreed on the contents of the Closing Statement. The Draft Proration Items, Adjustment Items and other credits and adjustments reflected in the Closing Statement shall reflect will be paid at the parties’ good faith estimate of all of Closing by Interest Purchaser to Interest Seller (if the prorationsProration Items, Adjustment Items, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as result in a net credit to Interest Seller) or by Interest Seller to Interest Purchaser (if the parties hereto may reasonably require being attached thereto. The Buyer Proration Items, Adjustment Items, credits and the Seller acknowledge and agree that the completion of the Draft Closing Statement adjustments pursuant to this SECTION 9.2(aSection 1.4 result in a net credit to Interest Purchaser) by increasing or reducing the cash to be delivered by Interest Purchaser in payment of the Estimated Purchase Price at the Closing. As soon as practicable following the Closing and, in any event, on the later of sixty (60) days after the Closing or fifteen (15) Business Days following the date Interest Purchaser receives written notice of real estate taxes for 2016, Interest Purchaser shall prepare in good faith and deliver to Interest Seller for its approval, which approval shall not be a condition precedent to the obligation of the Buyer unreasonably withheld, delayed or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closingconditioned, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent an update to the Closing or corrected when Statement (the charge is finally determined. The Buyer shall deliver to “Adjusted Closing Statement”) which update will reflect Interest Purchaser’s calculation of the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frameProration Items, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing Adjustment Items and any other credits and adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustmentSection 1.2(b), or readjustment or correction under this ARTICLE IX shall pay such sum to Section 1.4(b), Section 1.4(c), Section 1.4(d) and Section 1.4(e) as of the other party within 15 days after Adjustment Time based on the same has been determined information available as set forth aboveof the preparation date.

Closing Statement. Prudential shall cause its accounting staff ----------------- (a"PRUDENTIAL'S ACCOUNTANTS") In connection with to make such inventories, examinations and audits -------------------------- of the Property, and of the books and records of the pertaining to the Property, as Prudential's Accountants may deem necessary to make the adjustments and prorations required under SECTION 9.1this Article 5, not or under any other provisions of this Agreement. All such adjustments and prorations shall be made in accordance with the provisions of this Agreement and otherwise in accordance with generally accepted accounting practices. REIT OP or its designated representatives may be present at such inventories, examinations and audits. Based upon the results thereof, Prudential's Accountants will prepare and deliver to the parties, no later than 5 four (4) Business Days prior to the intended Closing DateClosing, a closing statement (the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s "CLOSING STATEMENT"), which shall (a) contain ----------------- Prudential's good faith estimate of how the amounts of the items subject to proration will requiring the prorations and adjustments in accordance with this Agreement and (b) be accounted the basis upon which the prorations and adjustments provided for by crediting or debiting appropriate accounts either pre or post herein shall be made at the Closing, respectively (except as Prudential and REIT OP shall otherwise agree prior to Closing and except as otherwise provided immediately below. The Closing Statement shall be based on the “Draft Contribution Price amounts hereunder and the allocations described in Section 2.4. REIT OP may review and comment on the ----------- Closing Statement”). The Draft , and Prudential agrees to give good faith consideration to REIT OP's comments; however, if at the time of Closing there shall be any item or items on any Closing Statement that remain in dispute, (i) the Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions Prudential's figures but shall reflect REIT OP's figures in an addendum or footnote(s) to the Draft Closing Statement based on such auditsStatement, examinations (ii) an amount equal to the aggregate difference between the net amounts payable to Prudential using Prudential's figures and inventories, using REIT OP's figures shall be retained by REIT OP's Lead Title Insurer after Closing and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be paid over to Prudential pending resolution of such dispute (the parties agreeing to enter into appropriate instructions to REIT OP's Lead Title Insurer to hold such funds until directed to release the same by joint order of the parties or upon receipt of a condition precedent copy of the determination of the Outside Accountants (as defined below) certified by a party hereto), and (iii) if such dispute is not resolved by agreement between the parties within forty-five (45) days after Closing, such dispute shall be resolved in the manner provided in Section 5.8 . Upon ------------ resolution of any such dispute (whether by agreement or pursuant to Section ------- 5.8), each party shall direct REIT OP's Title Insurer to pay out to the obligation --- appropriate party or parties the amounts so retained. The Closing Statement shall be binding and conclusive on all parties hereto to the extent of the Buyer or items covered by the Seller to consummate the transactions pursuant to the terms Closing Statement, except (i) as provided immediately above, (ii) where this Agreement expressly provides for further adjustment of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the such amounts after Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determinedand (iii) as otherwise provided in Section 5.8 below. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.------------

Closing Statement. TPG, on behalf of the Company, and CalSTRS shall jointly prepare and approve a preliminary closing statement (athe “Preliminary Closing Statement”) In connection showing the adjustments and prorations provided for herein, and any amount to be added to or subtracted from the TPG CNP Value. If the parties fail to fully agree on the Preliminary Closing Statement, the Closing shall proceed on the basis of the line items in such statement that are agreed upon by the parties, with the prorations required under SECTION 9.1, not later than 5 Business Days prior any open items (to the intended extent of any dispute) on such statement to be resolved as part of the resolution of the Final Closing Statement. On or before the date which is ninety (90) days following the Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma TPG, on behalf of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration Company, will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement reasonably satisfactory to CalSTRS in form and substance (collectively, the “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount of any adjustment to the TPG CNP Value by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be added to or subtracted from the TPG CNP Value used in the adjustment of the Percentage Interests of the members in the Company following the Closing. The adjustments, prorations and adjustments required under SECTION 9.1 with such supporting documentation as determinations agreed to by TPG or CalSTRS in the Final Closing Statement shall be conclusive and binding on the parties hereto may reasonably require except for any items which are not 18 capable of being attached thereto. The Buyer and determined at the Seller acknowledge and agree that time the completion of the Draft Final Closing Statement is agreed to by TPG and CalSTRS, which items shall be determined in the manner set forth in the Final Closing Statement and except for other amounts payable hereunder pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at provisions which survive the Closing, or if any such adjustments made at the Closing prove . Prior to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days and following the Closing Date (except Date, each party shall provide the other with respect such information as the other shall reasonably request subject to any item which is not reasonably determinable within such time frameapplicable confidentiality restrictions in order to make the preliminary and final adjustments and prorations provided for herein. If TPG and CalSTRS fail to agree upon a Final Closing Statement, as to which the time frame disputed items shall be extended until such item is reasonably determinable) resolved by a schedule of prorations setting forth mutually acceptable nationally recognized independent accounting firm (the Buyer’s “Accounting Firm”), whose determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that final and binding upon the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustmentparties. The party owing Accounting Firm shall resolve the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party dispute within 15 thirty (30) days after the same has disputed items have been determined as set forth abovesubmitted to it. The costs, fees and expenses of the Accounting Firm shall be borne equally by TPG and CalSTRS.

Closing Statement. (a) In connection with On the prorations required under SECTION 9.1, not later than 5 date that is three Business Days prior to the intended Closing Date, Seller shall deliver to Buyer a certificate (the “Closing Statement”) of Seller will use commercially signed by the President of Seller, prepared in reasonable efforts detail, certifying as to have prepared a proforma the accuracy and completeness, in each case as of the accounting for the transaction that reflects the Closing Date, of Seller’s good faith estimate of how items subject (i) the Total Assets (as estimated by Seller the “Closing Total Assets”), (ii) Closing Cash, (ii) Homebuyer Deposits, (iii) any unpaid Seller Acquisition Expenses (which estimate shall specify the payees for each Seller Acquisition Expense and include valid wire transfer information for such payees), (iv) the Change of Control Payments, (v) the Warranty Liability Amount, (vi) all amounts necessary to proration will be accounted discharge fully the then- outstanding balance of all Indebtedness outstanding at the closing (including for by crediting the avoidance of doubt any prepayment or debiting appropriate accounts either pre or post similar penalties and expenses payable if such liability were paid in full as of the Closing Date and/or any success fee payable thereunder in connection with the Closing, respectively ) (the “Draft Closing StatementRepaid Indebtedness”) (which estimate shall specify the payees for each Indebtedness and include valid wire transfer information for such payees). The Draft Closing Statement shall reflect , (vii) the parties’ good faith estimate Apportioned Tax Obligations and Transfer Taxes expressly allocated to Seller under Section 9.01 (as estimated by Seller, the “Estimated Apportioned Tax Obligations and Transfer Taxes”) and (viii) all amounts necessary to discharge fully the outstanding Excluded Liabilities of all Seller described on Section 2.07 of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits Disclosure Schedule (for which Seller shall request as of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which a final invoice from the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party obligee of such error or omission or readjustment on or prior to liability) (the date that is 30 days following “Other Closing Date Obligations”) (which estimate shall specify the receipt from the other party of payees for each such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay liability and include valid wire transfer information for such sum to the other party within 15 days after the same has been determined as set forth abovepayees).

Closing Statement. 1. The Purchaser shall, after Closing prepare a draft statement (athe Closing Statement) In connection showing the Debt, Cash and Working Capital of the Company. The Closing Statement shall be in the form set out in Part D of this Schedule 9 (Post-Closing Financial Adjustments). The Purchaser shall within sixty (60) days after Closing deliver the draft Closing Statement to the Sellers accompanied by the trial balances and balance sheets from which the relevant numbers have been derived. Prior to such delivery, the Purchaser shall so far as is practicable consult with the prorations required under SECTION 9.1Sellers with a view to reducing any potential areas of disagreement. 2. In order to enable the Sellers to review the draft Closing Statement (including after serving an Objection Notice if applicable), not later than 5 Business Days prior the Purchaser shall (and shall procure that Company shall), subject to reasonable notice, make available to the intended Sellers’ Representatives and accountants during normal business hours such books, records and any other information of the Company as are reasonably required for the Sellers to review the draft Closing DateStatement and co-operate with them with regard to the review of the draft Closing Statement. 3. Where more than one adjustment arises from the same or similar subject matter, facts, events or circumstances, those adjustments may be aggregated and shall together be treated as an individual adjustment for this purpose. 4. The Sellers shall notify the Purchaser in writing (an Objection Notice) within thirty (30) days after receipt whether or not they accept the draft Closing Statement for the purposes of this Agreement. An Objection Notice shall set out in reasonable detail the Sellers’ reasons for such non-acceptance and specify the adjustments which, in the Sellers’ opinion, should be made to the draft Closing Statement in order for it to comply with the requirements of this Agreement. Except for the matters specifically set out in the Objection Notice, the Seller will Sellers shall be deemed to have agreed the draft Closing Statement in full. 5. If the Sellers serves an Objection Notice in accordance with paragraph 4 of Part C of this Schedule 9, the Purchaser and the Sellers shall use commercially all reasonable efforts to have prepared a proforma meet and discuss in good faith the objections of the accounting for Sellers and to agree the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively adjustments (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments if any) required to be made at Closingto the draft Closing Statement, in each case within fifteen (15) Business Days after receipt by the Purchaser of the Objection Notice. 6. On If the day prior to Closing, Sellers are satisfied with the Seller draft Closing Statement (either as originally submitted or after adjustments agreed between the Sellers and the Buyer will use commercially reasonable efforts Purchaser pursuant to conduct inventoriesparagraph 4 of Part C of this Schedule 9) or if the Sellers fail to give a valid Objection Notice within the thirty (30) day period referred to in paragraph 4 of Part C of this Schedule 9, examinations and audits of then the Asset as may be necessary to verify and/or make revisions to the Draft draft Closing Statement based on such audits, examinations (incorporating any agreed adjustments) shall be final and inventories, and binding on the night preceding Sellers and the Purchaser for all purposes and constitute the Closing immediately after Statement for the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms purposes of this Agreement. 7. If the Sellers and the Purchaser do not reach agreement within fifteen (15) days of receipt by the Purchaser of the Objection Notice, then the matters in dispute may be referred (on the application of either the Sellers or the Purchaser) for determination by a Big4 firm agreed between the Sellers and the Purchaser or, failing agreement within 5 Business Days, such firm as shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the Firm). The Firm shall be requested to make its decision within thirty (30) days (or such later date as the Sellers, the Purchaser and the Firm agree in writing) of confirmation and acknowledgement by the Firm of its appointment. The Firm shall be engaged jointly by the Sellers and the Purchaser on the terms set out in paragraphs 8 to 9 and such other terms as shall be agreed; provided that neither the Sellers nor the Purchaser shall unreasonably refuse its agreement to terms proposed by the Firm or by the other Party. If the terms of engagement of the Firm have not been settled within 10 Business Days of its identity having been determined (or such longer period as the Sellers and the Purchaser may agree) then, the Firm shall be engaged on their standard terms for such an engagement. The following provisions shall apply once the Firm has been appointed: (a) the Sellers (acting jointly) and the Purchaser shall each prepare a written statement within fifteen (15) days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination which the Firm shall then share with the other Parties; (b) If following the Firm sharing their respective submissions, the Purchaser (on the one hand) and the Sellers (on the other hand) shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than ten (10) days after receipt of the other’s submission and, thereafter, neither the Sellers nor the Purchaser shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed) ten (10) days to respond to any items statements or submission so made); (c) in giving its determination, (save as otherwise may be agreed by the Sellers and the Purchaser) the Firm shall determine its own procedure but, apart from procedural matters and as otherwise set out in this Agreement shall determine only: (i) whether any of the arguments for an alteration to the draft Closing Statement put forward in an Objection Notice is correct in whole or in part; (ii) state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the draft Closing Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Closing Statement; (iii) shall apply the accounting principles, policies, procedures, practices and techniques set out in this Schedule 9; and (iv) shall make their determination as soon as is reasonably practicable. For the avoidance of doubt, the Firm shall not be adjusted entitled to determine the scope of its own jurisdiction. (d) the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to any other rights which they may respectively have under this Agreement, the Parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it; and (e) the determination of the Firm shall be made available to the Sellers and the Purchaser in writing and unless otherwise agreed by the Sellers and the Purchaser shall include reasons for each relevant determination. 8. The Sellers and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Closing Statement. The fees and expenses of the Firm shall be borne equally between the Sellers and the Purchaser. 9. The Sellers and the Purchaser shall co-operate with the Firm and comply with its reasonable requests made in connection with the carrying out of its duties under this Agreement. In particular, the Purchaser shall, and shall procure that the Company shall subject to reasonable notice, make available to the Firm during normal office hours all books, records and other information relating to the Company as the Firm may reasonably request during the period from the appointment of the Firm down to the making of the relevant determination. The Purchaser agrees to make available the services of the employees of the Company to assist the Firm in making the relevant determination. 10. Each of the Parties and the Firm shall and shall procure that its accountants and other advisers shall, keep all information and documents provided to them pursuant to this ARTICLE IX are Part C confidential and shall not determinable at use the Closingsame for any purpose, except for disclosure or if any such adjustments made at use in connection with the preparation of the draft Closing Statement, the proceedings of the Firm or another matter arising out of this Agreement. 11. When the Closing prove to be incorrectStatement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Closing Statement as the Working Capital, the adjustment Cash and the Debt for the Company shall be made subsequent to final and binding for the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule purposes of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveAgreement.

Closing Statement. At least six (a6) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts Company shall deliver to have prepared Parent a proforma of statement setting forth the accounting for the transaction that reflects the SellerCompany’s good faith estimate calculation (including the components thereof) of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closingthe (i) the Cash Adjustment Amount, respectively (ii) the Stock Adjustment Amount, (iii) the Adjusted Cash Consideration, (iv) the Adjusted Stock Consideration, (v) the Closing Stock Amount, (vi) the Closing Cash Amount, (vii) Initial Per Unit Cash Consideration, (viii) the Initial Per Unit Stock Consideration, (ix) the Permitted Indebtedness Amount, and (x) the Defect Escrow Amount (the “Draft Preliminary Closing Statement”). The Draft Concurrently with the delivery of the Preliminary Closing Statement, the Company shall deliver to Parent reasonable documentation in the possession of the Company or any of its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Closing Statement shall reflect delivered by the parties’ Company and a brief explanation of any such adjustments and the reasons therefor. Within two (2) Business Days after its receipt of the Preliminary Closing Statement, Parent may submit to the Company in writing any good faith estimate objections or proposed changes thereto (the “Notice of Disagreement”) and the Company shall consider all such objections and proposed changes in good faith. The Preliminary Closing Statement, with such changes agreed to by the Company and Parent, or, absent such agreement, delivered by the Company prior to the day that is the Business Day prior to the Closing (the “Closing Statement”), will be the calculation of such amounts at the prorationsClosing; provided, credits and/or other adjustments to be made however, in the event that, at Closing. On , there are any unresolved disputes between Parent and the day prior to Company regarding the Closing Statement, (x) at Closing, the Seller aggregate amount in dispute (the “Section 2.9 Holdback Amount”) shall be paid into the Closing Statement Escrow Account pursuant to Section 2.7 and (y) Parent and the Buyer will use commercially reasonable efforts Unitholder Representative shall attempt in good faith to conduct inventoriesresolve such disputes after Closing. If Parent and the Unitholder Representative are unable to resolve in good faith the disputes within five (5) Business Days after the Closing Date, examinations such disputes shall be referred to an independent public accounting firm (the “Independent Accounting Firm”) mutually selected by Parent and audits the Unitholder Representative for a resolution of such dispute, in accordance with the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on requirements of this Section 2.9. If such audits, examinations and inventories, and Parties do not promptly agree on the night preceding selection of an independent public accounting firm, each of them shall appoint an independent public accounting firm (the Closing immediately after fees, costs and expenses of such independent public accounting firm shall be borne by the Cut-Off Time, Party appointing such firm) and such two independent public accounting firms shall jointly select the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached theretoIndependent Accounting Firm. The Buyer and determinations made by the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except Independent Accounting Firm with respect to any such dispute shall be final and binding upon the Parties for all purposes under this Agreement. Each of such Parties shall use its best efforts to cause the Independent Accounting Firm to render its determination as soon as practicable after referral of such disputes to such firm, and each shall cooperate with such firm and shall provide such firm with reasonable access to its books, records, personnel and representatives and such other information as such firm may require in order to render its determination. In making such determination, the Independent Accounting Firm shall consider only those items and amounts in the Closing Statement with which Parent has disagreed and are set forth in the Notice of Disagreement and were not otherwise resolved between Parent and the Unitholder Representative. In no event shall the resolution of any disputed item as determined by the Independent Accounting Firm be more favorable to the Company or the Holders than as reflected on the Closing Statement prepared by the Company with respect to such item, nor more favorable to Parent than shown in the proposed changes delivered by Parent pursuant to its Notice of Disagreement with respect to such item. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Unitholder Representative. In the event that, at Closing, any shares of Parent Common Stock are deposited in the Closing Statement Escrow Account, then within five (5) Business Days following finalization of the Closing Statement (the “Final Closing Statement”), whether through the post-closing agreement of Parent and the Unitholder Representative or by the Independent Accounting Firm, Parent and the Unitholder Representative, shall execute and deliver a joint written instruction to the Escrow Agent to release from the Closing Statement Escrow Account (i) to the Holders (in accordance with the Payment Schedule) an aggregate number of shares of Parent Common Stock equal to the number of shares, if any, by which is not reasonably determinable within such time frame, as (x) the aggregate number of shares of Parent Common Stock to which the time frame shall be extended until such item is reasonably determinableHolders would have been entitled at Closing pursuant to Section 3.1(a)(ii) a schedule of prorations setting forth if the Buyer’s determination of prorations not determined Final Closing Statement calculations had been used at the Closing and any adjustments instead of the Closing Statement exceeds (y) the aggregate number of shares of Parent Common Stock actually paid to the prorations made Holders at Closing that it believes are necessary pursuant to complete Section 3.1(a)(ii), and (ii) to Parent the prorations as set forth aggregate amount of all remaining shares of Parent Common Stock in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveStatement Escrow Account.

Closing Statement. On or before ten (a10) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days days prior to the intended Closing Date, Sellers shall prepare and deliver to Buyer, in good faith, using and based upon the Seller will use commercially reasonable efforts best information reasonably available to have prepared Sellers, a proforma closing statement estimating the initial Adjusted Purchase Price to be paid at Closing, after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 10.02 and any other agreed upon amounts for Title Defects, setting forth each adjustment to the Unadjusted Purchase Price it anticipates to be appropriate as of the accounting for Closing Date necessary to determine the transaction that reflects Adjusted Purchase Price (as of the Seller’s good faith estimate Closing Date) and providing supporting documentation showing the calculation of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively such adjustments in accordance with Section 10.02 (the “Draft Closing Preliminary Settlement Statement”). Buyer will have five (5) days after receipt of the Preliminary Settlement Statement to review such statement and to provide written notice to Sellers of Buyer's objection to any item on the statement. Buyer's notice will clearly identify the item(s) objected to and the reasons and support for the objection(s). The Draft Parties shall attempt to agree on the amount of the Adjusted Purchase Price to be paid at the Closing Statement shall reflect no later than three (3) days prior to Closing. If the parties’ Parties do not agree by that date, Sellers' good faith estimate of all of shall be used to determine the prorations, credits and/or other adjustments to be made the Unadjusted Purchase Price. If Buyer does not provide written objection(s) within the five (5) day period, the Parties will treat the Preliminary Settlement Statement as correct for purposes of determining the adjustments to the Unadjusted Purchase Price at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items amount to be adjusted pursuant paid by Buyer to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made Sellers at the Closing prove to be incorrect, the adjustment in accordance with this Section 10.03 shall be made subsequent to the “Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovePayment”.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, but in any event not later than 5 Business Days prior to 90 days after the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to Sellers a statement (the Seller no later than 60 days following "Closing Statement") which sets forth (i) the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at Current Assets and the Closing Date Current Liabilities and any adjustments (ii) Buyer's calculation of the adjustment to the prorations made at Purchase Price resulting therefrom. Concurrently with the delivery of the Closing that it believes are necessary Statement, Buyer shall deliver to complete the prorations as Sellers copies of work papers which set forth in this ARTICLE IXreasonable detail Buyer's calculations of the various amounts included in such Closing Statement. Any errors Buyer shall, and shall cause its independent certified public accountants to, give Sellers access, during regular business hours upon reasonable notice, to the books and records of the Partnerships which relate to or omissions in computing adjustments or readjustments at are necessary for the preparation of the Closing or thereafter Statement for the purpose of reviewing work performed in preparation of, and the amounts set forth in, the Closing Statement. The Closing Statement and the computations of Closing Date Current Assets and the Closing Date Current Liabilities set forth therein shall be promptly corrected or madeconclusive and binding upon the parties unless, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is within 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as delivery of such Closing Statement, Sellers notify Buyer in writing that Sellers dispute any of the amounts set forth abovetherein. The parties shall in good faith attempt to resolve any dispute, in which event the Closing Statement and the computations of Closing Date Current Assets and Closing Date Current Liabilities, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding upon the parties. If the parties do not reach agreement resolving the dispute within 10 days after notice pursuant to the second preceding sentence, the parties shall submit the dispute for resolution to the Washington D.C. office of Deloitte & Touche LLP (the "Arbiter"). Promptly, but in no event later than 20 days after the appointment of the Arbiter, the Arbiter shall determine, based on presentations by the parties and such additional procedures as the Arbiter deems appropriate, only those issues in dispute and shall render a report as to the dispute and the resulting computations of the Closing Date Current Assets and the Closing Date Current Liabilities, as the case may be, together with amendments to the Closing Statement to the extent necessary to reflect the Arbiter's determinations, which shall be conclusive and binding upon the parties. All references hereinafter to amounts set forth in the Closing Statement shall be references to the amounts which shall have become conclusive and binding on the parties in accordance with this Section 3.3(a). The fees, costs and expenses of the Arbiter shall be allocated between the parties in such manner as the Arbiter in its sole discretion deems appropriate.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not As promptly as practicable but no later than 5 Business Days prior to ninety (90) days after the intended Closing Date, Purchaser will cause to be prepared and delivered to Seller the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect Without limiting any other rights or remedies that may be available, in the parties’ good faith estimate event of all a breach of any covenant set forth in Section 5.1(a) that would increase the prorations, credits and/or other adjustments to be made at Closing. On the day prior to ClosingApplicable Amount, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset Applicable Amount shall be calculated as may be necessary to verify and/or make revisions to the Draft Closing Statement based on though such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall breach had not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreementoccurred. (b) If any Seller disagrees with Purchaser’s calculation of the Applicable Amount contained in the Closing Statement, Seller may, within thirty (30) Business Days after receipt of the Closing Statement, deliver a notice to Purchaser disagreeing with Purchaser’s calculation of the Applicable Amount contained in the Closing Statement and setting forth Seller’s calculation of such disputed items. Any such notice of disagreement shall specify those items or amounts as to be adjusted which Seller disagrees and the basis for such disagreement. Unless Seller delivers a notice disagreeing with Purchaser’s calculation of the Applicable Amount contained in the Closing Statement within such thirty (30) Business Day period, the Closing Statement as delivered by Purchaser shall bind the parties hereto. (c) If Seller delivers a notice of disagreement pursuant to this ARTICLE IX are not determinable Section 2.5(b), Purchaser and Seller shall, during the twenty (20) Business Day period following the delivery of such notice of disagreement (the “Resolution Period”), use their reasonable best efforts to reach agreement on the disputed items or amounts. If at the Closingconclusion of the Resolution Period there are any amounts remaining in dispute, or if any such adjustments made at then all amounts remaining in dispute shall, unless otherwise agreed by Purchaser and Seller, be submitted to PricewaterhouseCoopers (the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller “Neutral Auditor”) no later than 60 days following the tenth (10th) Business Day after the expiration of the Resolution Period. The Neutral Auditor shall be instructed to determine, in accordance with this Agreement, the amount of each disputed item or amount and requested to complete such determination within thirty (30) Business Days after the submission of such disputed items or amounts to the Neutral Auditor. The Neutral Auditor shall not serve as an arbitrator. With respect to each disputed item or amount, the Neutral Auditor shall adopt a position that is either equal to Purchaser’s proposed position, equal to Seller’s proposed position, or between the positions proposed by Purchaser and Seller. The determination of the Neutral Auditor shall be final and binding upon Purchaser and Seller. Purchaser and Seller shall enter into a customary engagement letter with the Neutral Auditor, which shall provide, inter alia, that all fees, costs and expenses of the Neutral Auditor shall be shared equally by Purchaser and Seller and for customary indemnification of the Neutral Auditor by Purchaser and Seller. The term “Adjusted Closing Statement,” as used herein, shall mean (i) the definitive Closing Statement delivered to Seller by Purchaser if Seller does not object within thirty (30) Business Days after the receipt of the Closing Date Statement in accordance with Section 2.5(b), (except with respect to any item which is not reasonably determinable within such time frame, as to which ii) the time frame shall be extended until such item is reasonably determinabledefinitive Closing Statement agreed by Purchaser and Seller or (iii) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the definitive Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt Statement resulting from the other party of such other party’s proposed adjustment or readjustment. The party owing determinations made by the other party any sum pursuant Neutral Auditor in accordance with this Section 2.5(c) (in addition to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum those items theretofore agreed to the other party within 15 days after the same has been determined as set forth aboveby Seller and Purchaser).

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not No later than 5 Business Days prior to sixty (60) days after the intended Closing Date, Serologicals will prepare and deliver to the Seller will use commercially reasonable efforts to have prepared Shareholder a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively statement (the “Draft "Closing Statement”") setting forth Serologicals' calculation of Working Capital (the "Estimated Closing Working Capital"). The Draft Closing Statement shall reflect be prepared in accordance with the parties’ good faith estimate accounting principles set forth on Schedule 2.4(a) and otherwise in accordance with GAAP, shall set forth by line item the components of all of Working Capital with such line items corresponding to the prorations, credits and/or other adjustments to line items in the Audited Balance Sheets and shall be made at Closing. On the day prior to Closing, the Seller accompanied by such detail and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset supporting schedules as may be necessary necessary, or may be reasonably requested by the Shareholder, to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement Serologicals' calculation of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementWorking Capital. (b) If any items to be adjusted the Shareholder disagrees with Serologicals' calculation of Working Capital delivered pursuant to this ARTICLE IX are not determinable at Section 2.4(a), the ClosingShareholder may, within sixty (60) days after delivery of the documents referred to in Section 2.4(a), deliver a notice (an "Objection Notice") to Serologicals disagreeing with such calculation and setting forth the Shareholder's calculation of Working Capital. Any such Objection Notice shall specify those line items in the Closing Statement and the items, amounts, calculations, or if any valuations used to determine such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frameline items, as to which the time frame Shareholder disagrees. The Shareholder shall be extended until deemed to have agreed with all line items or amounts contained in the Closing Statement and all calculations or valuations used in determining any line item of the Estimated Closing Working Capital set forth in the Closing Statement delivered pursuant to Section 2.4(a), unless, and only to the extent that, such item items, amounts, calculations, valuations are specifically objected to in the Objection Notice. (c) If an Objection Notice is reasonably determinableduly delivered pursuant to Section 2.4(b), Serologicals and the Shareholder shall, during the fifteen (15) days following such delivery, use their best efforts to reach agreement on the disputed items or amounts. (d) If during such period set forth in Section 2.4(c), Serologicals and the Shareholder are unable to reach a schedule final resolution, Serologicals and the Shareholder will jointly retain the Accounting Referee to resolve any remaining disagreements. If the Accounting Referee is unable or unwilling to accept such engagement, Serologicals and the Shareholder shall appoint another nationally recognized accounting firm to serve as the Accounting Referee. If Serologicals and the Shareholder are unable to agree on the choice of prorations setting the Accounting Referee, then the Accounting Referee will be chosen by lot from among KPMG LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BDO ▇▇▇▇▇▇▇. Serologicals and the Shareholder will direct the Accounting Referee to render a determination and send notice of such determination to Serologicals and Shareholder pursuant to the provisions of Section 9.1 within sixty (60) days of its retention and Serologicals, the Shareholder, and their respective agents will cooperate with the Accounting Referee during its engagement. The Accounting Referee will consider only those line items and amounts in the Closing Statement set forth in the Buyer’s Objection Notice which Serologicals and the Shareholder are unable to resolve. Serologicals and the Shareholder shall each submit a binder to the Accounting Referee promptly (and in any event within twenty (20) days after the Accounting Referee's engagement), which binder shall contain such party's computation of those line items or amounts contained in the Closing Statement about which the parties could not resolve any differences and such party's calculation of Working Capital. The Accounting Referee shall review such binders and base its determination solely on them. In resolving all disputed line items and amounts, the Accounting Referee's determination of prorations Working Capital may not determined at exceed the amount of Working Capital set forth on the Objection Notice and may not be less than the amount of Estimated Closing Working Capital set forth on the Closing and any adjustments to Statement. The Accounting Referee's determination will be based on the prorations made at Closing that it believes are necessary to complete the prorations as definition of Working Capital set forth in this ARTICLE IXAgreement. Any errors or omissions in computing adjustments or readjustments at The determination of the Closing or thereafter Accounting Referee will be conclusive and binding upon the parties. The Shareholder shall be promptly corrected or made, provided that bear a percentage of the party seeking to correct such error or omission or to make such readjustment shall have notified costs and expenses of the other party of such error or omission or readjustment on or prior Accounting Referee equal to the date that is 30 days following difference between the receipt from aggregate amount contested by the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined Shareholder as set forth aboveon the Objection Notice and amounts actually paid to (or by) the Shareholder with respect to contested items, as a percentage of the aggregate amount so contested. Serologicals shall bear the remainder of such costs and expenses. (e) Serologicals and the Shareholder agree that they will, and agree to cause their respective independent accountants to, cooperate and assist in the preparation of the Closing Statement and the calculation of Working Capital and in the conduct of the reviews and procedures referred to in this Section 2.4, including without limitation, the making available, to the extent necessary, of books, records, work papers and personnel.

Closing Statement. On the date hereof, Seller shall deliver to Buyer (ai) In connection a closing balance sheet for the Company, prepared in accordance with generally accepted accounting principles ("GAAP") and (ii) a detailed schedule of all Assets and Assumed Liabilities (the prorations required under SECTION 9.1, not later than 5 Business Days "Draft Closing Statement"). Three days prior to the intended Closing Date, the Seller will use commercially reasonable efforts shall deliver to have prepared Buyer (i) a proforma of the accounting closing balance sheet for the transaction that reflects the Seller’s good faith estimate Company, prepared in accordance with generally accepted accounting principles ("GAAP") and (ii) a detailed schedule of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively all Assets and Assumed Liabilities (the “"Updated Draft Closing Statement”"). The Draft Within thirty (30) days after the Closing Date, Seller shall deliver to Buyer a Final Closing Statement. Upon receipt of the Final Closing Statement, Buyer and Buyer's independent accountants shall be permitted during the ten (10) business day period to examine, at Buyer's expense, the books and records of Seller associated with the Company and any work papers prepared by Seller or Seller's accountants in the preparation of the Final Closing Statement. As promptly as possible and in no event later than the last day of such ten (10) business day period, Buyer shall either inform Seller in writing that the Final Closing Statement is acceptable or object to the Final Closing Statement by delivering to Seller a written statement setting forth a specific description of Buyer's objections to the Final Closing Statement (the "Statement of Objections"). If the Objection is based on an amount less than $5,000, then the Final Closing Statement shall reflect be deemed accepted without adjustment. In the parties’ good faith estimate event that a Statement of all Objections is made, Buyer may, at its option, elect not to proceed with the Closing; provided, that Seller may follow the procedure set forth in the next subsequent paragraph to determine whether such Statement of Objections was appropriate. In the event Buyer objects to the Final Closing Statement as provided above, Seller and Buyer shall attempt to resolve any such objections within ten (10) business days of Seller's receipt of Buyer's Statement of Objections. If Seller and Buyer are unable to resolve the matter within such ten (10) business-day period, they shall jointly select and engage a firm of U.S. independent certified public accountants to determine whether the bases of the prorations, credits and/or other adjustments to be made at Closing. On objections set forth in the day prior to Closing, the Seller Statement of Objections were appropriate and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Final Closing that Statement necessitated thereby. The fees of such third firm shall be divided equally between Seller and Buyer. Seller and Buyer and their respective accountants shall each make readily available to such firm all relevant books and records and work papers prepared by them relating to the Final Closing Statement requested by such firm to resolve the disputes. Such firm's resolution of the dispute and its adjustments to the Final Closing Statement shall be conclusive and binding upon the parties and shall be delivered within thirty (30) business days after it believes are necessary to complete is selected. If the prorations resolution of the dispute results in a decrease of the Assets or an increase in the Assumed Liabilities as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments the Final Closing Statement, then Buyer may, at its option, offset all such amounts against the Closing or thereafter shall be promptly corrected or made, provided that amount payable to Seller (i) under the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction Note payable under this ARTICLE IX shall pay such sum to Agreement, and (ii) under the other party within 15 days after Note payable under the same has been determined as set forth aboveLicense Agreement.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to sixty (60) days after the intended Closing Date, the Seller will use commercially reasonable efforts cause to have be prepared and delivered to Buyer the Closing Balance Sheet and a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively statement (the “Draft Closing Statement”) setting forth, based on the Closing Balance Sheet, Seller’s calculation of Closing Inventory Value and Closing Adjusted Working Capital, and the resulting calculation of the Purchase Price. The Closing Statement shall (i) be prepared and determined in accordance with the Accounting Principles and (ii) include only those categories of assets and liabilities and line items included in the illustrative statement of Closing Inventory Value and Closing Adjusted Working Capital set forth on Schedule 2.04(a) (the “Illustrative Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all unaudited consolidated balance sheet of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits Company as of the Asset Closing Date (the “Closing Balance Sheet”) shall (A) fairly present the consolidated financial position of the Company as may be necessary to verify and/or make revisions to at the Draft Closing Statement based on such audits, examinations and inventories, and close of business on the night preceding Closing Date in accordance with the Closing immediately after Accounting Principles applied on a basis consistent with those used in the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion preparation of the Draft Closing Statement pursuant to this SECTION 9.2(aBalance Sheet and (B) shall not be a condition precedent to include line items substantially consistent with those in the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementBalance Sheet. (b) If any Buyer disagrees with Seller’s calculation of the Purchase Price set forth in the Closing Statement, Buyer may, within sixty (60) days after delivery of the documents referred to in Section 2.04(a), deliver a notice to Seller disagreeing with such calculation and which specifies (i) Buyer’s calculation of disputed items, (ii) in reasonable detail, Buyer’s grounds for such disagreement and (iii) Buyer’s resulting calculation of the adjustment to the Purchase Price (the “Purchase Price Adjustment”). Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees, and Buyer and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement. (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Seller shall, during the fifteen (15) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Purchase Price Adjustment. If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter cause BDO USA, LLP (or such other independent accountants of nationally recognized standing reasonably satisfactory to Buyer and Seller) to the extent the issue in dispute relates to an accounting issue and, if requested by a Party, ▇▇▇▇▇▇▇ & Marsal (or such other independent valuation expert of nationally recognized standing reasonably satisfactory to Buyer and Seller) to the extent the issue in dispute relates to a valuation issue, promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Purchase Price Adjustment. In making such calculation, such independent accountants and independent valuation experts shall consider only those items or amounts in the Closing Statement or Seller’s calculation of the Purchase Price as to which Buyer has disagreed. Such independent accountants and independent valuation experts shall deliver to Buyer and Seller, as promptly as practicable, a report setting forth such calculation of the Purchase Price Adjustment to arrive at the Final Purchase Price. Such report shall be final and binding upon Buyer and Seller. The cost of such review and report shall be borne (i) by Seller if the difference between the Final Purchase Price and Seller’s calculation of the Purchase Price contained in the Closing Statement is greater than the difference between the Final Purchase Price and Buyer’s calculation of the Purchase Price net of the Purchase Price Adjustment delivered pursuant to Section 2.04(b), (ii) by Buyer if the first such difference is less than the second such difference and (iii) otherwise equally by Buyer and Seller. (d) Buyer and Seller agree that they will, and agree to cause their respective independent accountants, valuation experts and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of the Purchase Price and in the conduct of the reviews referred to in this Section 2.04, including the making available to the extent reasonably requested of books, records, work papers and personnel. (e) For the avoidance of doubt, the calculations to be adjusted made pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except Section 2.04 with respect to any item which is not reasonably determinable within such time frame, as Closing Inventory Value and Closing Adjusted Working Capital and the related Purchase Price adjustment to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments made pursuant to Section 2.05 are only meant to reflect changes in those items relative to the prorations made at Closing that it believes are necessary Estimated Purchase Price. Neither Section 2.04 nor Section 2.05 is intended to complete the prorations as set forth in this ARTICLE IX. Any be used to adjust for errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall that may be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior found with respect to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveBalance Sheet.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As soon as practicable, not but in any event no later than 5 Business Days prior to sixty (60) days, after the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer B▇▇▇▇ shall deliver to the Seller no later than 60 days following Representative a statement, together with reasonable supporting detail (the “Closing Statement”), setting forth Buyer’s good faith calculation of: (i) the Purchase Price, (ii) Base Purchase Price (the “Preliminary Base Purchase Price”), (iii) Closing Cash (the “Preliminary Closing Cash”), (iv) Closing Indebtedness (the “Preliminary Closing Indebtedness”), (v) Closing Net Working Capital (the “Preliminary Closing Net Working Capital”) and (vi) Transaction Expenses (the “Preliminary Transaction Expenses”). The Closing Statement shall be prepared in accordance with GAAP. After the delivery of the Closing Date (except with respect Statement, the Seller Representative and its Representatives shall be permitted to any item which is not reasonably determinable within such time framereview the books and records of the Company and its Subsidiaries and the working papers of Buyer, the Company, and the independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Purchase Price, Preliminary Base Purchase Price, Preliminary Closing Cash, Preliminary Closing Indebtedness, Preliminary Closing Net Working Capital and Preliminary Transaction Expenses therein, as to which well as the time frame relevant books and records of the Company and Buyer, and shall be extended until such item is reasonably determinable) a schedule provided with access to the current and former personnel and advisers of prorations setting forth Buyer and the Buyer’s determination Company who were involved in the preparation of prorations not determined at the Closing Statement in order to ask questions and receive answers. Buyer shall not, and shall cause the Company and its Subsidiaries not to, take any adjustments action to limit the Seller Representative and/or its Representatives access to the prorations made at Closing that it believes are necessary to complete books and records of, and the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at current and former personnel and advisors of, the Closing or thereafter Company and its Subsidiaries; provided, that, such access shall be promptly corrected in a manner that does not interfere with the normal business operations of Buyer or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveCompany.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days At least ten (10) days prior to the intended expected Equity Closing Date, the Seller will use commercially reasonable efforts Company shall prepare and deliver to have prepared Parent a proforma written statement, dated as of the accounting for date of delivery, setting forth the transaction that reflects the SellerCompany’s good faith estimate of how items subject to proration will be accounted for the Company Debt, the Closing Costs, and the Purchase Price Adjustment as of the Equity Closing Date, prepared in reasonable detail as requested by crediting or debiting appropriate accounts either pre or post Closing, respectively Parent (the “Draft Closing Statement”) in the form of Exhibit B. The Closing Statement shall be subject to review by Parent and Parent shall give notice of any exceptions regarding the Closing Statement no later than two (2) days prior to the Equity Closing Date and in the absence of any such notice the Closing Statement as delivered by the Company shall be conclusive and binding upon the Parties for purposes of the Equity Closing. Parent and the Company shall negotiate in good faith to resolve any exceptions Parent may have to the Closing Statement, but in the absence of such agreement the Closing Statement, as modified by Parent, shall be conclusive and binding upon the Parties for purposes of the Equity Closing unless the difference between the Closing Statement submitted by the Company and the Closing Statement as modified by Parent is greater than $25,000, in which case the mid-point between the two positions shall be used for purposes of the Equity Closing. In reviewing the Closing Statement, Parent shall have the right to discuss such matters with the Company and its Representatives and to review the work papers, schedules, memoranda, and other documents, including third party payoff schedules the Company and its Representatives prepared or reviewed in determining each of the items set forth on the Closing Statement. (b) At least five (5) days prior to the expected Equity Closing Date, the Company shall prepare and deliver to Parent a written statement, dated as of the date of delivery, setting forth the Company’s good faith estimate, based on the Closing Statement used for purposes of the Equity Closing, of the amount to be paid to each Seller on the Equity Closing Date pursuant to Section 2.4(b)(i), prepared in reasonable detail as requested by Parent (the “Payment Statement”). The Draft Closing Payment Statement shall reflect be subject to review by Parent and Parent shall give notice of any exceptions regarding the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Payment Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 two (2) days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following Equity Closing Date and in the receipt from absence of any such notice the other party Payment Statement as delivered by the Company shall be conclusive and binding upon the Parties for purposes of the Equity Closing. Parent and the Company shall negotiate in good faith to resolve any exceptions Parent may have to the Payment Statement but, in the absence of such other party’s proposed adjustment or readjustment. The party owing agreement, the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX Payment Statement as modified by Parent shall pay such sum to be conclusive and binding upon the other party within 15 days after Parties for purposes of the same has been determined as set forth aboveEquity Closing.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not No later than 5 three (3) Business Days prior to the intended Closing DateClosing, the Seller will use commercially reasonable efforts to have prepared shall prepare a proforma first draft proration worksheet setting forth its determination of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting Prorations, and promptly thereafter, Seller and Purchaser through their respective employees, agents or debiting appropriate accounts either pre or post Closingrepresentatives, respectively (the “Draft Closing Statement”). The Draft Closing Statement jointly shall reflect the parties’ good faith estimate of all refine and revise such Proration worksheet and shall make such examinations, audits and inventories of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset Hotel as may be necessary to verify and/or make revisions to finalize the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations Prorations as set forth in Sections 11.2 and 11.3 or any other provisions of this ARTICLE IXAgreement. Any errors or omissions in computing adjustments or readjustments at Based upon such examinations, audits and inventories, the Parties jointly shall prepare prior to Closing a closing statement (the “Closing Statement”), which shall set forth their best estimate of the amounts of the Prorations. Once the Closing or thereafter Statement shall be promptly corrected or madeapproved and executed by Seller and Purchaser, it shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Closing Statement, provided that, if, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Closing Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the party seeking to correct same manner as if their existence or such error or omission or to make accurate amount had been known at the time of the preparation of the Closing Statement, and the Party in whose favor such readjustment shall have notified the other party of such original error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of was made shall refund such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum difference to the other party within 15 days Party promptly after the same has been determined as set forth aboveoriginal error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closing.

Closing Statement. (a) After the Closing, the Buyer will prepare a statement (the “Closing Statement”) of: (i) Working Capital as of the Closing Date and (ii) Capital Lease Obligations as of the Closing Date, calculated in a manner consistent with Schedule 1.1. In preparing the Closing Statement, the Seller will, and cause its Affiliates to, make available to the Buyer and its representatives in a timely manner all books, records and related materials reasonably requested by the Buyer and its representatives in connection with its preparation of the prorations required under SECTION 9.1, not later than 5 Business Days prior to Closing Statement. Within 60 days after the intended Closing Date, the Buyer will deliver to the Seller will use commercially reasonable efforts to have prepared a proforma the Closing Statement and the calculation of the accounting for Working Capital and the transaction that reflects Capital Lease Obligations, all as of the Seller’s good faith estimate of how items subject to proration Closing Date, and the Cash Purchase Price determined in accordance with Section 2.8. (b) The Seller and its representatives will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (entitled to examine the “Draft Closing Statement”). The Draft work papers related to the preparation of the Closing Statement shall reflect and the parties’ good faith estimate of all relevant books and records of the prorations, credits and/or other adjustments Buyer and to be made at Closing. On discuss the day prior to Closingpreparation of the Closing Statement with the Buyer. (c) If the Seller disagrees with the calculation of the Cash Purchase Price, the Seller and must deliver to the Buyer, within 45 days after the date the Buyer will use commercially reasonable efforts to conduct inventories, examinations delivered the Closing Statement and audits of the Asset as may be necessary to verify and/or make revisions its Cash Purchase Price calculation to the Draft Closing Statement based on Seller, a written description of each such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached theretodisagreement. The Buyer and the Seller acknowledge will negotiate in good faith to resolve any such disagreements. If, after a period of 45 days following the date on which such written description is delivered regarding Working Capital, Capital Lease Obligations or Cash Purchase Price, the Buyer and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall Seller have not be a condition precedent to the obligation of resolved each such disagreement, then either the Buyer or the Seller will be entitled to consummate submit such disagreements to PricewaterhouseCoopers (the transactions pursuant “Resolution Accountants”) so long as such submitting party provides written notice of such submission to the terms of this Agreementnonsubmitting party. (bd) If any items Each of the Buyer and the Seller will grant to be adjusted pursuant the Resolution Accountants reasonable access to this ARTICLE IX are not determinable at its books, records and work papers to discuss the Closing, or if any such adjustments made at preparation of the Closing prove to be incorrectStatement, the adjustment shall be made subsequent to calculation of the Working Capital, Capital Lease Obligations and the Cash Purchase Price as of the Closing or corrected when the charge is finally determinedDate. The Buyer shall deliver to Resolution Accountants will resolve the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable disagreements within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovedate on which the Resolution Accountants are engaged, and the calculation of the Cash Purchase Price by the Resolution Accountants will be binding upon the Parties. The cost of the services of the Resolution Accountants will be borne half by the Buyer and half by the Seller.

Closing Statement. (a) In connection After the Closing, the Buyer will cause the Companies to prepare a consolidated balance sheet of the Companies as of the Closing Effective Time (without taking into account any of the payments made by the Buyer pursuant to Section 2.3(f)) (the “Closing Statement”), in accordance with GAAP in a manner consistent with the prorations required under SECTION 9.1historical accounting policies and procedures used in preparing the Financial Statements, not later than 5 Business Days prior which shall also include Buyer’s good faith calculation of Working Capital, Funded Debt and Cash (including any information available as to differences from the intended estimates thereof used in Section 2.2 above, if any). Within ninety (90) days after the Closing Date, the Seller Buyer will use commercially reasonable efforts deliver to have prepared a proforma the Stockholders’ Representatives the Closing Statement, its calculation of the accounting for Working Capital, Funded Debt and Cash, together with copies of relevant supporting work papers and any other related documentation reasonably requested prior to such time by the transaction that reflects the Seller’s good faith estimate of how items subject Stockholders’ Representatives (collectively, such deliveries are referred to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (herein as the “Draft Closing StatementBuyer’s Calculation Documents”). The Draft Buyer will not propose any accrual or reserve for Taxes in the calculation of Working Capital in the Closing Statement shall reflect not reflected in the partiesEstimated Working Capital unless the Companies’ good faith estimate have taken a position with respect to the Tax matter or Tax position giving rise to such proposed accrual or reserve reflected in the Estimated Working Capital that is not permitted by applicable Law (except that, in the case of a proposed accrual or reserve resulting from a mere calculation error under an agreed position, it may do so if a manifest error was made by the Companies’ in the calculation of such proposed accrual or reserve reflected in the Estimated Working Capital). In establishing accruals or reserves for current Taxes, the Companies may make full use of all available net operating loss carryforwards. (b) The Stockholders’ Representatives and their Representatives will be entitled to either reasonable access during business hours to examine or be provided copies of (with the decision of whether to provide access or copies to be determined by Buyer): (i) the work papers related to the preparation of, or support for, the Closing Statement or the Buyer’s calculation of Working Capital, Funded Debt and Cash, to the extent not already included in the Buyer’s calculation documents, and (ii) the relevant books and records of the prorations, credits and/or other adjustments Buyer and the Companies relating thereto and to be made at Closing. On discuss the day prior to Closingpreparation of the Buyer’s Calculation Documents with the Buyer, the Seller Companies and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits each of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 their respective Representatives involved with such supporting documentation as the parties hereto may reasonably require being attached respect thereto. The Buyer and its Representatives shall cooperate with the Seller acknowledge Stockholders’ Representatives and agree that their Representatives in connection with the completion Stockholders’ Representatives’ examination of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to Buyer’s Calculation Documents and other reasonable requests by the obligation of the Buyer Stockholders’ Representatives or the Seller to consummate the transactions pursuant to the terms of this Agreementtheir Representatives in connection therewith. (bc) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except Stockholders’ Representatives disagree with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments Statement or the Buyer’s calculation of Working Capital, Funded Debt or Cash, the Stockholders’ Representatives shall deliver to the prorations made at Buyer, within twenty (20) days after the Buyer delivered the Closing Statement (such twenty (20) day period, the “Objection Period”), a written notice (the “Dispute Notice”) setting forth a description (in reasonable detail (to the extent such detail is available to the Stockholders’ Representatives)) of each such disagreement, and its calculation of, if applicable, Working Capital, Funded Debt or Cash and the relevant supporting work papers related to such calculations (each such item set forth in the Dispute Notice, an “Item of Disagreement”). Unless the Stockholders’ Representatives deliver the Dispute Notice to the Buyer within the Objection Period, the Buyer’s determination of the Closing Statement, Working Capital, Funded Debt and Cash shall be conclusive and binding upon all of the Parties and the Participants. (d) In the event that the Stockholders’ Representatives deliver the Dispute Notice to the Buyer within the Objection Period, the Buyer and the Stockholders’ Representatives will negotiate in good faith to resolve all Items of Disagreement. If, after a period of twenty (20) days following the date on which such Dispute Notice is delivered, the Buyer and the Stockholders’ Representatives have not resolved each such Item of Disagreement, then either the Buyer or the Stockholders’ Representatives will be entitled to submit all such Items of Disagreement that remain unresolved to Deloitte or another firm agreed by the Buyer and the Stockholders’ Representatives (the “Resolution Accountants”). Each of the Buyer and the Stockholders’ Representatives shall, and shall cause their respective Representatives to, cooperate with the Resolution Accountants so as to enable it believes are necessary to complete make its determination as quickly and as accurately as practicable. The Buyer and the prorations as Stockholders’ Representatives shall direct the Resolution Accountants to decide all remaining Items of Disagreement solely based on the terms and standards set forth in this ARTICLE IXAgreement without adding or subtracting from such terms and standards. Any errors or omissions in computing adjustments or readjustments at The Buyer and the Closing or thereafter Stockholders’ Representatives shall be promptly corrected or made, provided use all commercially reasonable efforts to obtain from the Resolution Accountants a resolution of all Items of Disagreements that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to remain unresolved within twenty (20) days after the date that is 30 days following on which the receipt from the other party of such other party’s proposed adjustment Resolution Accountants are engaged or readjustmentas soon thereafter as possible. The party owing Resolution Accountants will render such resolution in writing, and the other party calculation of, if applicable, the Working Capital, Funded Debt or Cash by the Resolution Accountants will be binding upon the Parties (and for the avoidance of doubt the Resolution Accountants shall only address Items of Disagreement and shall not adjust any sum pursuant to any adjustment, amounts that are not in dispute). The cost of the services of the Resolution Accountants will be borne by the Party (the Buyer or readjustment or correction under this ARTICLE IX shall pay such sum the Participants) whose last written settlement offer submitted to the other party within 15 days after Party before the same has been engagement of the Resolution Accountants differs the most, in the aggregate, from the amount of, if applicable, Working Capital, Funded Debt or Cash as finally determined by the Resolution Accountants. If both last written settlement offers differ equally, such cost will be borne half by the Buyer and half by the Participants. Notwithstanding anything to the contrary herein, in the case of an Item of Disagreement questioning any position that a Company took with respect to a Tax matter or Tax treatment (as set forth aboveopposed to whether a mere calculation error was made under an agreed Tax treatment), the Resolution Accountants shall only overrule or alter the Companies’ position with respect to such Tax matter or Tax treatment if the Resolution Accountants determine that the Company’s position is not permitted by applicable Law (as opposed to any lesser standard, such as whether the Buyer’s proposed treatment is more conservative or more likely to be agreed by the Taxing authority).

Closing Statement. (ai) In connection with As promptly as possible, but in any event within ninety (90) days after the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, Purchaser will deliver to the Seller will use commercially reasonable efforts to have prepared Representative (A) a proforma consolidated balance sheet of the accounting for Target Companies as of the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Measurement Time (the “Draft Closing Balance Sheet”), and (B) the Purchaser’s reasonably detailed calculation of the proposed final Purchase Price (excluding any portion of the Earnout Payment that becomes payable in accordance with Section 1.8) based on the Base Purchase Price and the amount of the Target Companies’ Closing Indebtedness, Closing Cash on Hand, Closing Net Working Capital, and Transaction Expenses based on the Closing Balance Sheet and the terms and requirements of this Agreement ((A) and (B) together, the “Closing Statement”). The Draft Closing Statement shall reflect will be prepared in a manner consistent with the parties’ good faith estimate of all definitions of the prorationsterms Cash on Hand, credits and/or Indebtedness, Transaction Expenses, and Net Working Capital, the Accounting Principles Schedule and the accounting principles and practices referred to therein. (ii) Purchaser will, and will cause the Target Companies to, (A) assist the Seller Representative in the review of the Closing Statement and provide the Seller Representative and its representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other adjustments documents), supporting data, facilities, and employees of the Target Companies for purposes of the review of the Closing Statement and the final determination of the Purchase Price in accordance with this Section 1.6, and (B) cooperate with the Seller Representative and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the Closing Statement and the final determination of the Purchase Price in accordance with this Section 1.6 as may be reasonably requested by the Seller Representative or its representatives during such process. (iii) If the Seller Representative has any objections to be made at Closing. On the day prior to ClosingClosing Statement, the Seller Representative will, within 30 days of Seller Representative’s receipt of the Closing Statement, deliver to Purchaser a statement setting forth its objections thereto (an “Objections Statement”), which such statement will identify in reasonable detail those items and amounts to which Seller Representative objects (the “Disputed Items”). If an Objections Statement is not delivered to Purchaser within 30 days of Seller Representative’s receipt of the Closing Statement, the Closing Statement as prepared by Purchaser will be final, binding, and non-appealable by the parties. Seller Representative and Purchaser will negotiate in good faith to resolve the Disputed Items, but if the parties do not reach a final resolution within 30 days after the delivery of the Objections Statement to Purchaser, either Seller Representative or Purchaser may submit any unresolved Disputed Items to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Accounting Firm”). In the event Seller Representative and Purchaser submit unresolved Disputed Items to the Accounting Firm, each of Seller Representative and Purchaser will submit to the Accounting Firm the Closing Statement and the Buyer will use commercially reasonable efforts Objections Statement delivered to conduct inventoriesPurchaser or Seller Representative, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such auditsapplicable, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 together with such supporting documentation as it deems appropriate, in order for the parties hereto may reasonably require being attached theretoAccounting Firm to resolve the Disputed Items. Seller Representative and Purchaser will each be entitled to meet with the Accounting Firm and will use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any event within 30 days after the date on which the Accounting Firm receives the Closing Statement and Objection Statement prepared by Seller Representative and Purchaser. The Buyer Accounting Firm will resolve such dispute by rendering its decision on each unresolved Disputed Item in writing to Seller Representative and Purchaser, together with a revised Closing Statement reflecting its decision. In resolving the Seller acknowledge dispute, the Accounting Firm will be bound by the provisions of this Agreement and agree that the completion may not revise any element of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall that is not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions disputed pursuant to the terms Objections Statement or assign a value to any disputed element of this Agreement. (b) If the Closing Statement greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Seller Representative and Purchaser will use their respective commercially reasonable efforts to cause the Accounting Firm to notify them in writing of its resolution of such dispute as soon as practicable. Each of the Accounting Firm’s decision and the revised Closing Statement delivered by the Accounting Firm to Seller Representative and Purchaser will be final, binding, and non-appealable by the parties. Each party will bear its own costs and expenses in connection with the resolution of such dispute by the Accounting Firm. The costs of any items to fees and expenses of the Accounting Firm shall be adjusted pursuant to this ARTICLE IX are not determinable borne by the parties in inverse proportion as they may prevail on the matters resolved by the Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Accounting Firm at the Closing, or if any such adjustments made at time the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at such firm is rendered on the Closing and any adjustments to merits of the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovematters submitted.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not Not later than 5 five (5) Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts Company shall deliver to have prepared Purchaser a proforma of statement certified by the accounting for the transaction that reflects the SellerCompany’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively chief executive officer and chief financial officer (the “Draft Estimated Closing Statement”). The Draft ) setting forth (a) an estimated consolidated balance sheet of the Company Group as of the Reference Time, prepared in good faith and in accordance with the GAAP, and (b) a good faith calculation of the Company’s estimate of the Closing Net Debt as of the Reference Time and along with reasonably detailed calculations, which Estimated Closing Statement shall reflect be subject to the parties’ review and approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, the Chief Executive Officer and Chief Financial Officer of the Company will meet with Purchaser to review and discuss the Estimated Closing Statement and the Company will consider in good faith estimate of all of Purchaser’s comments to the prorations, credits and/or other Estimated Closing Statement and make applicable adjustments to be made at the Estimated Closing Statement, subject to review and approval by Purchaser and the Company prior to the Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft The adjusted Closing Statement based on such audits, examinations and inventories, and on (“Final Closing Statement”) shall thereafter be deemed the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms for all purposes of this Agreement. . The Final Closing Statement and the determinations contained therein shall be prepared in accordance with the U.S. GAAP and otherwise in accordance with this Agreement. The Final Closing Statement will also include (bi) If with respect to any items Closing Net Debt, the amount owed to each creditor of any of the members of the Company Group and, the payoff amount to be adjusted pursuant to this ARTICLE IX are not determinable satisfied at the Closing, or if any such adjustments made at the Closing prove payment instructions, together with payoff and lien release letters from each Company Group creditors in form and substance reasonably acceptable to be incorrectPurchaser, and (ii) Transaction Expenses, the adjustment shall be made subsequent amount owed to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing each payee thereof and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovepayment instructions therefor.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to 90 days after the intended Closing Date, Buyer will cause to be prepared and delivered to the Seller will use commercially reasonable efforts to have prepared a proforma of written statement (the accounting for the transaction that reflects the Seller“Closing Statement”) setting forth Buyer’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closingcalculations, respectively (in accordance with the Accounting Principles and the applicable defined terms in this Agreement as well as calculated consistently with the methodology referenced in the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all Notes” section of the prorationsexample calculation set forth on Exhibit C, credits and/or other adjustments to be made at Closing. On of (A) (1) the day Net Working Capital as of 11:59 p.m. (Eastern time) on the Business Day immediately prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time framethe “Closing Working Capital”), (2) the Cash of the Companies as to which of 11:59 p.m. (Eastern time) on the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or Business Day immediately prior to the date Closing Date (provided that is 30 days following any Cash used after 11:59 p.m. (Eastern time) on the receipt Business Day immediately prior to the Closing Date and prior to the Closing to pay down any liability or obligation that would otherwise be included in the calculation of Closing Transaction Expenses or the calculation of Closing Indebtedness, in each case, if such payment had not been made, will be excluded from the other party calculation of such other partyClosing Cash) (the “Closing Cash”), (3) the Indebtedness of the Companies as of immediately prior to the Closing (the “Closing Indebtedness”), and (4) the Transaction Expenses of the Seller Parties (the “Closing Transaction Expenses”), and (B) Buyer’s proposed adjustment or readjustmentcalculation of the Closing Date Purchase Price. The party owing Closing Statement will also be accompanied by reasonably detailed supporting calculations and documentation of the other party any sum pursuant to any adjustmentamounts reflected on the Closing Statement. Following delivery of the Closing Statement, or readjustment or correction under this ARTICLE IX shall pay such sum and upon reasonable request of the Seller, Buyer and the Companies will, upon reasonable notice, provide the Seller and its advisors with reasonable access to the other party financial officer of the Companies as well as the books and records of the Companies during normal business hours to the extent reasonably related to the Seller’s evaluation of the Closing Statement. If the Buyer fails to deliver the Closing Statement within 15 days after such 90-day period, then the same has been determined as set forth aboveEstimated Closing Statement will be deemed to be the Closing Statement, and Seller will be entitled to provide a Dispute Notice in accordance with Section 1.4(c).

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not No later than 5 Business Days prior to ninety (90) days after the intended Closing Date, the Seller will use commercially reasonable efforts Parent shall cause to have be prepared a proforma of the accounting for the transaction that reflects the Seller’s in good faith estimate of how items subject and delivered to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the Representative a statement (the “Draft Closing Statement”), including an unaudited consolidated balance sheet of the Company as of the Adjustment Time (the “Closing Balance Sheet”) and setting forth Parent’s calculation of the Merger Consideration as of the Adjustment Time (“Closing Date Merger Consideration”). The Draft Closing Statement shall reflect be prepared in a manner consistent with the parties’ good faith estimate of all definitions of the prorationsterms Working Capital, credits and/or Transaction Expenses and the Accounting Rules and practices referred to therein (including as reflected on Exhibit B). The Closing Statement shall entirely disregard (i) any and all effects on the assets or liabilities of the Group Companies as a result of the Transaction or of any financing or refinancing arrangements entered into at any time by Parent or its Affiliates or any other adjustments transaction entered into by Parent or its Affiliates in connection with the consummation of the Transaction and (ii) any of the plans, transactions, or changes which Parent intends to initiate or make or cause to be initiated or made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding after the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is Group Company or their respective businesses or assets, or any facts or circumstances that are unique or particular to Parent or its Affiliates or any of their assets or liabilities. For the avoidance of doubt, unless the Representative otherwise agrees in writing, Parent may not reasonably determinable amend, adjust, supplement or modify the Closing Statement or the amount of Closing Date Merger Consideration following its delivery to the Representative. If Parent fails to deliver the Closing Statement within such time frameninety (90)-day period, as then in addition to which any other rights the time frame Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Merger Consideration be extended until such item is reasonably determinable) a schedule deemed to be the amount of prorations setting forth the Buyer’s determination of prorations not determined at the Closing Date Merger Consideration and any be final and binding and used for purposes of calculating the adjustment pursuant to Section 1.10(e). The Parties acknowledge that no adjustments may be made to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveWorking Capital Target.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not Not later than 5 the Business Days Day prior to the intended Closing Date, the Seller will use commercially reasonable efforts shall prepare and deliver to have prepared Buyer a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively statement (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all ) of the prorations, credits and/or other estimated purchase price adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of estimated Adjusted Purchase Price (the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement“Estimated Adjusted Purchase Price”). (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, On or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to before the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 thirty (30) days after the same has been determined Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth the actual purchase price adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Closing Statement. Seller shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement. The revised Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is ten (10) days following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (“Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If Notwithstanding Section 13.5, if a Notice of Disagreement is received by Seller in a timely manner issued by Buyer within the period set forth out above, then any issues regarding the Closing Statement shall be submitted to arbitration in accordance with Section 13.3 below, except that the a single arbitrator shall be appointed who shall: (i) be a partner in a nationally recognized independent public accounting firm and shall; (ii) have experience in commercial acquisitions of the type contemplated herein; and (iii) be agreed upon by Buyer and Seller in writing within ten (10) days of the issuance of a Notice of Disagreement; provided further that if Buyer and Seller are unable to agree on an arbitrator, then one shall be appointed pursuant to the AAA Rules. As used in this Agreement, the term “Final Closing Statement” shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to arbitration, the Closing Statement issued by the arbitrator in such proceeding.

Closing Statement. (ai) In connection with Within ninety (90) calendar days after the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, Parent shall prepare and deliver to the Seller Representative a reasonably detailed statement (the “Closing Statement”) setting forth, along with the related calculations, Parent’s good faith determination of the actual amount of Closing Cash, Closing Indebtedness, Closing Unpaid Company Transaction Expenses and Closing Net Working Capital, together with copies of such documentation used in the calculations thereof as may be reasonably requested by the Representative to allow the Representative to review such calculations and the related adjustments to the Purchase Price contemplated by Section 1.4(c). The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 1.4(d). (ii) Within thirty (30) calendar days following receipt by the Representative of the Closing Statement and the copies of such documentation used in the Table of Contents calculations thereof as may be reasonably requested by the Representative to allow the Representative to review such calculations, the Representative shall deliver written notice (an “Objection Notice”) to Parent of all disputes, if any, the Representative may have with respect to the preparation of the Closing Statement, which Objection Notice shall specify those amounts, determinations or calculations set forth in the Closing Statement that the Representative disputes and shall set forth the Representative’s proposed adjustment to each such disputed amount, determination or calculation. If the Representative does not timely deliver an Objection Notice with respect to the Closing Statement within such thirty (30) calendar day period, the Closing Statement (including each amount, determination and calculation contained therein) will be deemed to be final, conclusive and binding on the parties. If an Objection Notice is timely delivered within such thirty (30) calendar day period, Parent and the Representative shall use their reasonable best efforts to resolve each dispute raised therein (each, an “Objection”). All Objections that are so resolved in writing between the parties shall be final, conclusive and binding on the parties. (iii) The parties hereto agree that: (A) If Parent and the Representative fail to resolve any Objections within thirty (30) calendar days after the Representative delivers an Objection Notice, then Parent and the Representative shall jointly, and as promptly as practicable, engage an Accounting Firm (acting as an expert and not an arbitrator) to resolve, in accordance with this Agreement (including Section 1.4(d)), only those Objections that remain in dispute (the “Objection Items”). The terms of engagement of the Accounting Firm shall be as mutually agreed upon between Parent, on the one hand, and the Representative, on the other hand. Parent, Company and the Representative shall cooperate with the Accounting Firm in all reasonable respects, but no party hereto will have ex parte meetings, teleconferences or other correspondence with the Accounting Firm. (B) Parent and the Representative shall use commercially reasonable efforts to have prepared a proforma cause the Accounting Firm to, as promptly as practicable following the engagement of the accounting for Accounting Firm (but in any event within thirty (30) calendar days following such engagement), deliver to Parent and the transaction that reflects Representative a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination, and such determination to be based solely on information provided to the Seller’s good faith estimate Accounting Firm by Parent, Company and the Representative and not by independent review or development) of how items subject to proration will each Objection Item, which determination (i) shall be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (within the “Draft Closing Statement”). The Draft range of disputes between the Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventoriesObjection Notice, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of Accounting Firm may not assign a value to any Objection Item greater than the Draft Closing Statement pursuant to this SECTION 9.2(agreatest value for such Objection Item claimed by any party hereto or less than the smallest value for such Objection Item claimed by any party hereto; (ii) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to strictly in accordance with the Closing or corrected when accounting procedures set forth in this Agreement (including Section 1.4(d)) without exception; and (iii) shall be (1) the charge is finally determined. The Buyer shall deliver to exclusive remedy of the Seller no later than 60 days following the Closing Date (except parties with respect to any item which is not reasonably determinable within disputes arising with respect to the calculation of Closing Net Working Capital or any adjustment to the Purchase Price contemplated by Section 1.4(c), and (2) final, conclusive and binding on the parties, and judgment may be entered on such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and Accounting Firm in any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that court having jurisdiction over the party seeking against which such determination is to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovebe enforced.

Closing Statement. As soon as practicable (abut not later than ninety (90) In days) following the Closing Date, Purchaser shall prepare and deliver to the Stockholders’ Representative a statement (the “Closing Statement”) containing Purchaser’s calculation of Book Value (“Closing Book Value”) as of the close of business on the Closing Date. All calculations of the Closing Statement shall be prepared in accordance with the terms of this Agreement and, to the extent not otherwise provided herein, (i) using the same accounting principles, policies and methods as the Company has historically used in connection with the prorations required under SECTION 9.1calculation of the items reflected on the Closing Statement and (ii) containing all year-end reserves and adjustments; provided, not later than 5 Business Days prior however, that such accounting principles, policies and methods shall be in accordance with GAAP. In the sole discretion of the Stockholders’ Representative, the failure of Purchaser to timely deliver such Closing Statement shall constitute Purchaser’s acceptance of the intended Estimated Book Value as of the Closing Date and the Estimated Book Value shall be the Final Book Value for purposes hereof. Protest Notice. Within forty-five (45) days following the earlier of delivery of the Closing Statement or the date which is ninety (90) days following the Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Stockholders’ Representative may deliver written notice (the “Draft Protest Notice”) to Purchaser of any disagreement or modification to any amount included in or omitted from the Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any no such adjustments made at Closing Statement is delivered, the Estimated Book Value. Such Protest Notice shall set forth in reasonable detail the basis of such disagreement together with the amount(s) in dispute. The failure of the Stockholders’ Representative to timely deliver such Protest Notice within the prescribed time period will constitute acceptance by the Stockholders’ Representative and the Sellers of the Closing prove to be incorrect, Statement or the adjustment Estimated Book Value (as applicable) and the value of the Closing Book Value. The Stockholders’ Representative and its representatives shall be made subsequent given reasonable access to Purchaser’s books and records and any work papers of Purchaser and its independent accountants relating to the Closing or corrected when Statement during reasonable business hours and upon two business days notice, for the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following purpose of verifying the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveStatement.

Closing Statement. SELLER shall deliver to PURCHASER five (a5) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively statement (the “Draft "Closing Statement”)") reflecting the net purchase price ("Net Purchase Price") after making the adjustments for income and expenses subsequent to the Effective Date or as agreed to by the Parties herein, as set forth below. The Draft Closing Statement shall reflect be prepared in accordance with customary accounting principles used in the parties’ good faith estimate oil and gas industry and SELLER shall immediately afford PURCHASER access to SELLER’s records pertaining to the computation of all said Statement. As soon as practicable after receipt of the prorationsStatement, credits and/or other adjustments to be made at Closing. On the day but in any event prior to Closing, the Seller and the Buyer will use commercially reasonable efforts Purchaser shall deliver to conduct inventories, examinations and audits of the Asset as may SELLER a written report containing any changes which PURCHASER proposes be necessary to verify and/or make revisions made to the Draft Closing Statement based on such audits, examinations Statement. In calculating adjustments to the Purchase Price the parties agree: (1) All income from operations and inventories, sales of production from the PROPERTY occurring prior to the Effective Date shall belong to the SELLER and on the night preceding the Closing immediately all costs attributable to services rendered and operations undertaken prior to Effective Date shall be borne and paid in full by SELLER. On and after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make Effective Date all final adjustments necessitated by such nights’ income from operations and prepare a final closing statement sales of prorations production from the PROPERTY shall belong to PURCHASER and adjustments required under SECTION 9.1 with such supporting documentation as all costs attributable to services rendered and operations undertaken subsequent to Effective Date shall be borne and paid in full by PURCHASER. (2) The “Net Purchase Price” which PURCHASER shall pay at Closing for the parties hereto may reasonably require being attached thereto. interests shall be: (a) The Buyer and Purchase Price set forth in Section 2 above less the Seller acknowledge and agree that the completion sum of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement$300,000. (b) If Plus reimbursement for any items pre-paid expenses attributable to be adjusted pursuant to this ARTICLE IX are not determinable at operating and maintaining the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made PROPERTY subsequent to the Effective Date but incurred by SELLER prior to the Closing Date under or corrected when pursuant to applicable operating agreements, leases and other agreements pertaining to the charge is finally determined. The Buyer shall deliver PROPERTY. (c) Plus reimbursement for any costs or expenses attributable to the PROPERTY for liabilities that occurred after the Effective Date, but were paid for by SELLER. (d) Plus reimbursement for reasonable costs and expenses incurred by SELLER directly related to this Agreement, including legal, SEC filing, edgarization and stockholder notices. (e) Less any unpaid ad valorem, property, production, severance, and similar taxes and assessments based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds there from attributable to the PROPERTY (prorated to the Effective Date, on an estimated basis, if necessary) prior to the Effective Date. (f) Less revenues received from mutually agreed upon sales of oil and gas attributable to SELLER’s Interest after the Effective Date. (g) Less any outstanding costs attributable to the PROPERTY accruing prior to the Effective Date and which have not been paid by SELLER prior to Closing. (h) Less or Plus any other amounts mutually agreed upon in writing by SELLER and PURCHASER, to include the reimbursement to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinableof certain “Capital Expenditures” described in Section 15A(1)(a) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovebelow.

Closing Statement. (a) In connection with On the prorations required under SECTION 9.1, not later than 5 Business Days prior to day immediately preceding the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared Sellers (i) shall conduct a proforma physical count of the accounting for Inventory located at the transaction Facilities, (ii) shall either conduct a physical count or obtain confirmations of all Inventory that reflects the Seller’s good faith estimate is located at warehouses or toll manufacturers and (iii) shall support ownership (through bills of how items subject to proration lading or otherwise) of all Inventory that is then currently in transit. Buyers and their representatives will be accounted for by crediting or debiting appropriate accounts either pre or post Closinggiven the opportunity to observe all activities in respect of any physical counts. Not later than 90 days after the Closing Date, respectively Sellers shall deliver to Buyers a statement of the Inventory of the Business (the “Draft Closing "Proposed Inventory Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all ") as of the prorations, credits and/or other adjustments to Closing Date. Inventory will be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and valued on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 Proposed Inventory Statement in accordance with such supporting documentation Sellers' valuation methodologies as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(aset forth on Schedule 3.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreementhereto. (b) The Proposed Inventory Statement shall be accompanied by a report of KPMG LLP, Sellers' independent accountants ("Sellers' Auditors"), to the effect that the Proposed Inventory Statement and any related notes thereto were prepared in accordance with the valuation methodologies set forth on Schedule 3.2(a). Following issuance of the Proposed Inventory Statement, Sellers' Auditors shall permit Buyers' independent accountants ("Buyers' Auditors") to review, at their request, the report of Sellers' Auditors, including all work papers, schedules and calculations related thereto (subject to customary documentation in connection therewith). (c) If Buyers do not notify Sellers in accordance with subsection (d)(i) below of any items dispute regarding the Proposed Inventory Statement, the Proposed Inventory Statement shall become the "Closing Inventory Statement" for all purposes hereof. (d) In the event Buyers have any dispute with regard to the Proposed Inventory Statement or any item included therein, such dispute shall be adjusted pursuant resolved in the following manner: (i) Buyers shall notify Sellers in writing within 45 days after Buyers' receipt of the Proposed Inventory Statement, which notice shall specify in reasonable detail the nature of the dispute; (ii) during the 30-day period following Sellers' receipt of such notice, Sellers and Buyers shall attempt to this ARTICLE IX are not determinable resolve such dispute; and (iii) if, at the Closingend of the 30-day period specified in subsection (ii) above, or if any such adjustments made at the Closing prove Sellers and Buyers shall have failed to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except reach a written accord with respect to any item which is not reasonably determinable within such time framedispute, the undisputed portion shall be paid immediately as provided in Section 3.3(b) and the disputed portion shall be arbitrated by the New York, New York office of PricewaterhouseCoopers, LLP, or such other mutually agreed upon nationally recognized accounting firm located in New York, New York (the "Referee"), in accordance with the arbitration procedures set forth on Exhibit B hereto. The Proposed Inventory Statement, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and modified by any adjustments determined to be appropriate by the prorations made at Closing that it believes are necessary to complete Referee, shall then be the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above."

Closing Statement. (a) In connection with As promptly as practicable after the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, but no later than the Seller will use commercially reasonable efforts to have prepared a proforma later of (x) 30 days after the end of the accounting for last complete fiscal quarter included in Trailing EBITDA of NBCU and (y) 60 days after the transaction that reflects Closing Date, Comcast will cause to be prepared and delivered to GE a statement setting forth in reasonable detail Comcast’s calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU, Trailing EBITDA of the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post ClosingContributed Comcast Businesses, respectively Excess Factoring Amount, International Working Capital Cash Amount, Post Distribution Cash, In-Transit GE Cash and In-Transit Comcast Cash (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at GE disagrees with Comcast’s calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU, Trailing EBITDA of the ClosingContributed Comcast Businesses, Excess Factoring Amount, International Working Capital Cash Amount, Post Distribution Cash, In-Transit GE Cash or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations In-Transit Comcast Cash as set forth in this ARTICLE IXthe Closing Statement, GE may, within 30 days after delivery of the Closing Statement deliver a notice to Comcast disagreeing with such calculation and which specifies GE’s calculation of such amount and in reasonable detail GE’s grounds for such disagreement. Any errors such notice of disagreement shall specify those items or omissions amounts as to which GE disagrees (each, a “Disputed Item”), and GE shall be deemed to have agreed with all other relevant amounts contained in computing adjustments or readjustments at the Closing or thereafter Statement and the calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU, Trailing EBITDA of the Contributed Comcast Businesses, Excess Factoring Amount, International Working Capital Cash Amount, Post Distribution Cash, In-Transit GE Cash and In-Transit Comcast Cash set forth therein. (c) If no notice of disagreement is timely delivered pursuant to Section 2.10(b), then the calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU, Trailing EBITDA of the Contributed Comcast Businesses, Excess Factoring Amount, International Working Capital Cash Amount, Post Distribution Cash, In-Transit GE Cash and In-Transit Comcast Cash set forth in the Closing Statement shall be promptly corrected or madefinal and binding for all purposes. If a notice of disagreement shall be duly delivered pursuant to Section 2.10(b), provided that Comcast and GE shall, during the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following such delivery, use their good faith efforts to reach agreement on the receipt Disputed Items. If Comcast and GE are unable to reach such agreement during such period, they shall, within five (5) days thereafter, engage an internationally recognized accounting firm mutually agreed by GE and Comcast (the “Neutral Accountant”), pursuant to an engagement agreement executed by GE, Comcast and the Neutral Accountant, to resolve each Disputed Item. (d) The Neutral Accountant shall be instructed only to, acting as an expert and not as an arbitrator, resolve the Disputed Items. GE and Comcast shall instruct the Neutral Accountant that a final written determination (which determination shall contain the underlying reasoning) of each Disputed Item shall be completed and distributed to GE and Comcast as soon as practicable after the engagement of the Neutral Accountant; provided that GE and Comcast shall use commercially reasonable efforts to cause the Neutral Accountant to make a final determination within 30 days from the other party of date the Disputed Item was submitted to the Neutral Accountant. GE and Comcast agree that all known adjustments shall be made without regard to materiality. During the review by the Neutral Accountant, GE, Comcast and Newco shall make available or cause to be made available to the Neutral Accountant such other party’s proposed adjustment or readjustmentindividuals and such information, work papers, books and records as may be reasonably required by the Neutral Accountant to make its final determination. The party owing Neutral Accountant shall rely solely on the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum written submission of GE and Comcast with respect to the other matters at issue and shall not undertake an independent investigation. With respect to each Disputed Item, such determination shall not be in excess of the higher, nor less than the lower, of the amounts advocated by either party within 15 days after in such dispute. (e) The resolution by the same has been determined as Neutral Accountant of any Disputed Item shall be conclusive and binding upon the parties, absent manifest error. The parties hereto agree that the procedure set forth abovein this Section 2.10 for resolving any Disputed Item shall be the sole and exclusive method for resolving any such disputes. (f) The fees and expenses of the Neutral Accountant shall be borne 50% by GE and 50% by Comcast. (g) Comcast, GE and Newco agree that they will cooperate and assist in the preparation of the Closing Statement, the calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU, Trailing EBITDA of the Contributed Comcast Businesses, Excess Factoring Amount, International Working Capital Cash Amount, Post Distribution Cash, In-Transit GE Cash and In-Transit Comcast Cash and in the conduct of the reviews referred to in this Section 2.10, including the making available to the extent necessary of books, records, work papers and personnel.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to 90 days, after the intended Closing Date, the Buyer will cause to be prepared and delivered to Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively closing statement (the “Draft Closing Statement”). The Draft ) prepared in accordance with the Applicable Accounting Principles and setting forth Buyer’s calculation of Closing Statement shall reflect the parties’ good faith estimate of all of the prorationsCash, credits and/or other adjustments to be made at Closing. On the day prior to ClosingClosing Working Capital, the Seller EBITDA Adjustment, and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreementresulting Purchase Price. (b) If any items to be adjusted Seller disagrees with Buyer’s calculation of the Purchase Price delivered pursuant to this ARTICLE IX are not determinable at Section 2.10(a), Seller may, within 20 days after delivery of the Closingdocuments referred to in Section 2.10(a), deliver a notice to Seller disagreeing with such calculation and which specifies Seller’s calculation of such amount and, in reasonable detail, Seller’s grounds for such disagreement. Any such notice of disagreement shall specify those items or if any such adjustments made at amounts as to which Seller disagrees (each, a “Disputed Item”), and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing prove Statement and the calculation of the Purchase Price delivered pursuant to be incorrect, the adjustment Section 2.10(a). (c) If a notice of disagreement shall be made subsequent duly delivered pursuant to Section 2.10(b), Buyer and Seller shall, during the Closing 15 days following such delivery, use their best efforts to reach agreement on the Disputed Items or corrected when amounts in order to determine the charge is finally determinedPurchase Price. The If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter jointly retain the Accounting Referee and cause such Accounting Referee promptly to review this Agreement and the Disputed Items for the purpose of calculating the Purchase Price. In making such calculation, such Accounting Referee shall consider only the Disputed Items, and the determination of such Accounting Referee with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller’s calculation delivered pursuant to Section 2.10(a), on the one hand, and Buyer’s calculation delivered pursuant to Section 2.10(b), on the other hand. Such Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Buyer and Seller. The fees, expenses and costs of the Accounting Referee shall be borne in the same proportion as the aggregate amount of the Disputed Items that is unsuccessfully disputed by each (as determined by the Accounting Referee) bears to the total amount of the Disputed Items submitted to the Accounting Referee. (d) Buyer and Seller no later than 60 days following agree that they will cooperate and assist in the preparation of the Closing Date (except with respect Statement and the calculation of the Purchase Price and in the conduct of the reviews referred to any item which is not reasonably determinable within such time framein this Section 2.10, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments including by making available to the prorations made at Closing that it believes are extent necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or madebooks, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustmentrecords, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovework papers and personnel.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not No later than 5 Business Days prior to ninety (90) days after the intended Closing Date, the Seller will use commercially reasonable efforts Parent shall cause to have be prepared a proforma of the accounting for the transaction that reflects the Seller’s in good faith estimate of how items subject and delivered to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the Representative a statement (the “Draft Closing Statement”) setting forth Parent’s calculation of the Merger Consideration as of the Adjustment Time (“Closing Date Merger Consideration”). The Draft Closing Statement shall reflect be prepared in a manner consistent with the parties’ good faith estimate of all definitions of the prorationsterms Working Capital, credits and/or other adjustments to be made at Closing. On the day prior to ClosingClosing Cash, the Seller Closing Date Indebtedness, Transaction Expenses, and the Buyer will use commercially reasonable efforts Accounting Rules and practices referred to conduct inventories, examinations and audits of the Asset therein (including as may be necessary to verify and/or make revisions to the Draft Closing Statement based reflected on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached theretoExhibit B). The Buyer and the Seller acknowledge and Parties agree that the completion purpose of preparing the Closing Statement and determining the Working Capital, Closing Cash, Closing Date Indebtedness, and Transaction Expenses is to measure the amount of the Draft Working Capital, Closing Cash, Closing Date Indebtedness, and Transaction Expenses and such processes are not intended to permit the introduction of different or new judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement pursuant to this SECTION 9.2(aor determining the Working Capital, Closing Cash, Closing Date Indebtedness, or Transaction Expenses. The Closing Statement shall entirely disregard (i) shall not be a condition precedent to any and all effects on the obligation assets or liabilities of the Buyer Group Companies as a result of the Transaction or of any financing or refinancing arrangements entered into at any time by Parent or its Affiliates or any other transaction entered into by Parent or its Affiliates in connection with the Seller consummation of the Transaction, and (ii) any of the plans, transactions, or changes which Parent intends to consummate the transactions pursuant to the terms of this Agreement. (b) If any items initiate or make or cause to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, initiated or if any such adjustments made at after the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is Group Company or their respective businesses or assets, or any facts or circumstances that are unique or particular to Parent or its Affiliates or any of their assets or liabilities. For the avoidance of doubt, unless the Representative otherwise agrees in writing, Parent may not reasonably determinable amend, adjust, supplement or modify the Closing Statement or the amount of Closing Date Merger Consideration following its delivery to the Representative. If Parent fails to deliver the Closing Statement within such time frameninety (90)-day period, as then in addition to which any other rights the time frame Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Merger Consideration be extended until such item is reasonably determinable) a schedule deemed to be the amount of prorations setting forth the Buyer’s determination of prorations not determined at the Closing Date Merger Consideration and any be final and binding and used for purposes of calculating the adjustment pursuant to Section 1.10(e). The Parties acknowledge that no adjustments may be made to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveWorking Capital Target.

Closing Statement. A statement (the "Closing Statement") shall be prepared by Seller based upon the results of the Inventory Count and the Books and Records of Seller as of the Effective Time. The Closing Statement shall set forth, as of the Effective Time, in reasonable detail, a calculation of the difference between (a) In connection the sum of (i) the amount of cash and cash equivalents of Seller, (ii) the net book value of the Accounts, (iii) the net book value of the Inventory and (iv) the net book value of Seller's prepaid expenses and other current assets and (b) the sum of (i) the Assumed Payables and (ii) the Transferred Employee Reimbursement Amount (as defined herein) (such difference being referred to as the "Closing Net Working Capital Amount"). The Closing Statement shall be prepared in accordance with GAAP, including giving effect to reasonable allowances for bad debt and obsolescence, and reasonable reserves for customer returns, allowances and rebates. No Excluded Assets or Retained Liabilities shall be included in the prorations required under SECTION 9.1, definition or calculation of "Closing Net Working Capital Amount". Seller shall deliver to Purchaser the Closing Statement not later than 5 Business Days prior twenty (20) days (subject to one extension of five (5) days upon the reasonable request of Seller) after the Closing. Any dispute between Purchaser and Seller with regard to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect be resolved pursuant to the parties’ good faith estimate provisions of all Section 2.3.3. Subject to Section 2.3.3, which, for the avoidance of doubt, is applicable to the resolution of any disputes relating to the Transferred Employee Reimbursement Amount, Purchaser shall, as part of the prorationsAdjustment Amount provided for in Section 2.3.4(b), credits and/or other adjustments reimburse Seller for actual out of pocket amounts paid and related payroll taxes incurred in the ordinary course of business consistent with past practice with respect to be made at Closing. On salary paid to Transferred Employees relating to the day prior to Closingof December 31, 2010, which amounts the parties agree have been paid by Seller and on Purchaser's behalf (the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits "Transferred Employee Reimbursement Amount")." 4. Section 2.3.5(a)(i) of the Asset as may Purchase Agreement is hereby amended by deleting therefrom the language: "Seller shall be necessary to verify and/or make revisions to paid, in cash, Eight Million ($8,000,000) Dollars (the Draft "Minimum Contingent Consideration") in annual installments of (i) One Million Five Hundred Thousand (1,500,000) Dollars not later than thirty (30) days following each of the first three anniversaries of the Closing Statement based Date and (ii) Three Million Five Hundred Thousand Dollars not later than thirty (30) days following the fourth (4th) anniversary of the Closing Date." and substituting in its place the following language: "Seller shall be paid, in cash, Eight Million ($8,000,000) Dollars (the "Minimum Contingent Consideration") in annual installments of (i) One Million Five Hundred Thousand (1,500,000) Dollars not later than fifty-six (56) days following each of the first three anniversaries of the Closing Date and (ii) Three Million Five Hundred Thousand Dollars not later than fifty-six (56) days following the fourth (4 `h) anniversary of the Closing Date." 5. Section 2.3.5(a)(ii) of the Purchase Agreement is hereby amended by deleting therefrom the language: "If the Three Year Cumulative RP Business EBITDA equals or exceeds Thirty- Two Million One Hundred Thousand ($32,100,000) Dollars, Seller shall be paid one-half of any such excess, which amount shall be paid, in cash, on such auditsa quarterly basis, examinations and inventories, and commencing on the night preceding fourth anniversary hereof, subject to any dispute as provided for in Section 2.3.5 (d) — 2.3.5 (f) hereof, provided that in no event shall the Closing immediately after the Cut-Off Time, the aggregate amount paid to Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(aSection 2.3.5(a)(ii) exceed Six Million ($6,000,000) Dollars." and substituting in its place the following language: "If the Three Year Cumulative RP Business EBITDA equals or exceeds Thirty- Two Million One Hundred Thousand ($32,100,000) Dollars, Seller shall not be a condition precedent paid one-half of any such excess, which amount shall be paid as provided in Section 2.3.5(e), subject to any dispute as provided for in Section 2.3.5 (d) — 2.3.5 (f) hereof, provided that in no event shall the obligation aggregate amount paid to Seller pursuant to this Section 2.3.5(a)(ii) exceed Six Million ($6,000,000) Dollars (the "RP EBITDA Contingent Consideration")." 6. Section 2.3.5(c) of the Buyer or Purchase Agreement is hereby amended by deleting therefrom the language: "For purposes of this Agreement, the Contingent Consideration shall be initially determined by Purchaser. Purchaser shall make such determination and deliver a written report thereof, together with details of the calculation (the "Contingent Consideration Report") to Seller not later than sixty (60) days following the end of each Measurement Year (each, a "Contingent Consideration Report Due Date")." and substituting in its place the following language: "For purposes of this Agreement, the RP EBITDA Contingent Consideration shall be initially determined by Purchaser. Purchaser shall make such determination and deliver a written report thereof, together with details of the calculation (the "Contingent Consideration Report") to consummate Seller not later than sixty (60) days following the transactions end of each Measurement Year (each, a "Contingent Consideration Report Due Date")." 7. Section 2.3.5(e) of the Purchase Agreement is hereby amended by deleting therefrom the language: "Purchaser shall pay to Seller the Contingent Consideration determined pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to Section 2.3.5, as provided for in this ARTICLE IX are not determinable at the ClosingSection 2.3.5, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent subject to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no provision of this Section 2.3.5 (f), not later than 60 thirty (30) days following after the Closing Date earlier to occur of (except with respect i) Purchaser's receipt from Seller of a written acceptance of the final Contingent Consideration Report, affirming that Seller has no objection thereto; (ii) the expiration of the sixty (60) day period during which Seller may object to any item which is not reasonably determinable within such time frame, as to which Purchaser's calculation of the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations Contingent Consideration as set forth in the final Contingent Consideration Report; (iii) settlement of any objection by Seller to Purchaser's calculation of the Contingent Consideration in the final Contingent Consideration Report; or (iv) the issuance of the decision of the Independent Accountant as to the Disputed Items in the final Contingent Consideration Report; provided, however, that in no event shall Purchaser be required to pay to Seller the Contingent Consideration earlier than thirty (30) days after the applicable Contingent Consideration Report Due Date." and substituting in its place the following language: "Purchaser shall pay to Seller the RP EBITDA Contingent Consideration determined pursuant to the terms of this ARTICLE IX. Any errors or omissions Section 2.3.5, as provided for in computing adjustments or readjustments at this Section 2.3.5, subject to the Closing or thereafter shall be promptly corrected or madeprovision of Section 2.3.5 (f), provided that in cash in equal quarterly installments commencing on the party seeking to correct such error or omission or to make such readjustment shall have notified the other party later of such error or omission or readjustment on or prior to (A) the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 not later than fifty-six (56) days after the same earlier to occur of (i) Purchaser's receipt from Seller of a written acceptance of the final Contingent Consideration Report, affirming that Seller has been determined no objection thereto; (ii) the expiration of the sixty (60) day period during which Seller may object to Purchaser's calculation of the Contingent Consideration as set forth in the final Contingent Consideration Report; (iii) settlement of any objection by Seller to Purchaser's calculation of the Contingent Consideration in the final Contingent Consideration Report; or (iv) the issuance of the decision of the Independent Accountant as to the Disputed Items in the final Contingent Consideration Report; provided, however, that in no event shall Purchaser be required to pay to Seller the Contingent Consideration earlier than fifty-six (56) days after the applicable Contingent Consideration Report Due Date; and (B) the fourth anniversary hereof" 8. Schedule 2.1.2(e) of the Purchase Agreement titled "Retained Contracts" is hereby amended by adding thereto the following contracts: (i) No. 2142, Note Modification Agreement by and between Seller and ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A., dated as of June 17, 2008; (ii) No. 2183, Advised Line of Credit Notice by and between Seller and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., dated as of June 17, 2008; (iii) No. 2197, Note Modification Agreement by and between Seller and ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A., dated as of June 19, 2009; (iv) No. 2264, Note Modification Agreement by and between Seller and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., dated as of June 12, 2010. 9. Attachment 3.15 to Schedule 3.15 of the Purchase Agreement titled "Listed Agreements and Obligations" is hereby amended by deleting therefrom the following contracts: (i) No. 2142, Note Modification Agreement by and between Seller and ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A., dated as of June 17, 2008; (ii) No. 2183, Advised Line of Credit Notice by and between Seller and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., dated as of June 17, 2008; (iii) No. 2197, Note Modification Agreement by and between Seller and ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A., dated as of June 19, 2009; (iv) No. 2264, Note Modification Agreement by and between Seller and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., dated as of June 12, 2010. 10. Notwithstanding anything herein and in the Purchase Agreement to the contrary, Purchaser, Seller, Aceto, Gold and ▇▇▇▇▇ each hereby agrees that each party's execution and delivery of this First Amendment shall not in any manner waive or impair any party's actions and causes of action, claims, demands, liabilities, obligations, damages and expenses of any and every character; now existing or hereafter arising, known or unknown, matured or unmatured, accrued or not accrued, foreseen or not foreseen, direct and/or indirect, at law or in equity, of any kind or nature whatsoever, for or because of any matter or things done, omitted or suffered to be done by any party in respect of such party's performance under the Purchase Agreement or otherwise claimed or alleged by any party in respect of such party's performance under the Purchase Agreement. 11. This First Amendment may not be changed, modified or terminated except by an instrument executed by all of the parties hereto. 12. The failure of Purchaser, Seller, Aceto, Gold or ▇▇▇▇▇ at any time or times to require strict performance of any provision of the Purchase Agreement, as amended hereby, shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of any failure or refusal to comply with the other party's obligations under the Purchase Agreement, as amended hereby, shall be deemed a waiver of any other or subsequent failure or refusal to so comply. 13. Subject to the reservations contained in paragraph 12 above, Purchaser, Seller, Aceto, Gold and ▇▇▇▇▇ hereby acknowledge that the Purchase Agreement, as amended hereby, remains in full force and effect. 14. This First Amendment shall be governed by, interpreted under and construed and enforced in accordance with, the laws of the State of New York. 15. This First Amendment may be executed in counterparts, it being understood that all such counterparts, taken together, shall constitute one and the same agreement. 16. For the avoidance of doubt, this First Amendment is deemed to be part of the Purchase Agreement for purposes of Section 13.5 thereof.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to 60 days, after the intended Closing Date, the Seller will use commercially reasonable efforts cause to have be prepared and delivered to Buyer a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively closing statement (the “Draft Closing Statement”)) setting forth Seller’s calculation of Closing Working Capital as of the Closing Date. The Draft Closing Statement shall reflect the parties’ good faith estimate be accompanied by appropriate information and documentation in reasonable detail in support of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementSeller’s calculation. (b) If any items to be adjusted Buyer disagrees with Seller’s calculation of Closing Working Capital delivered pursuant to Section 2.04(a), Buyer may, within 30 days after delivery of the documents referred to in Section 2.04(a), deliver a notice to Seller disagreeing with such calculation and setting forth Buyer’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees (the “Subjects of Disagreement”), and Buyer shall be deemed to have agreed for purposes of this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at Section 2.04 with all items and amounts contained in the Closing prove Statement and the calculation of Closing Working Capital delivered pursuant to Section 2.04(a) other than the Subjects of Disagreement. (c) If a notice of disagreement shall be incorrectdelivered pursuant to Section 2.04(b), Buyer and Seller shall, during the 20 days following such delivery, use their best efforts to reach agreement on the Subjects of Disagreement in order to determine, as may be required, the adjustment amount of Closing Working Capital. If, during such period, Buyer and Seller are unable to reach such agreement on the Subjects of Disagreement, they shall promptly thereafter cause a firm of independent accountants of nationally recognized standing reasonably satisfactory to Buyer and Seller (who shall not have any material relationship with Buyer or Seller), promptly to review the Closing Statement, Buyer’s notice of disagreement and the Subjects of Disagreement for the purpose of calculating Closing Working Capital. In making such calculation, such independent accountants shall consider only the Subjects of Disagreement and the determination of such independent accountants with respect to each such Subject of Disagreement shall be made subsequent an amount within the range established with respect to the Closing or corrected when the charge is finally determinedsuch item by Seller’s calculation delivered pursuant to Section 2.04(a) and Buyer’s calculation delivered pursuant to Section 2.04(b). The Buyer Such independent accountants shall deliver to Buyer and Seller, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Buyer and Seller. The cost of such review and report shall be borne by Buyer and Seller pro rata based upon the proportion by which their respective determinations of Closing Working Capital differs from Final Closing Working Capital. (d) Buyer and Seller no later than 60 days following agree that they will, and agree to cause the independent accountants and each Company and each Subsidiary to, cooperate and assist in the preparation of the Closing Date (except with respect Statement and the calculation of Closing Working Capital and in the conduct of the reviews referred to any item which is not reasonably determinable within such time framein this Section, as to which including the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments making available to the prorations made at Closing that it believes are extent necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or madeof books, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustmentrecords, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovework papers and personnel.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date hereof, Sellers have delivered to Buyer a statement (the “Closing Statement”) setting forth in reasonable detail Sellers’ good faith estimate of, as of the Closing, the amount of Leakage, together with reasonable supporting documentation with respect to the calculation of such amount (including a schedule setting forth in reasonable detail Sellers’ method of calculating the items set forth thereon). Sellers and Sellers Representative have: (i) afforded Buyer and its Representatives (including legal advisors and accountants) reasonable access, upon reasonable advance notice during normal business hours, to the books and records of the Sellers, the Acquired Companies and Sellers Representative solely to the extent reasonably necessary for Buyer to confirm Sellers’ estimates of the amount of Leakage; (ii) made available to Buyer, upon reasonable advance notice during normal business hours, the Sellers, Sellers Representative and any employee of the Acquired Companies who was involved in the preparation of the Closing Statement; and (iii) provided Buyer with any other documentation or information that is 30 days following the receipt was reasonably requested by ▇▇▇▇▇ from the other party Sellers, Sellers Representative and any of such other party’s proposed adjustment or readjustmentthe Acquired Companies to confirm the Closing Statement. The party owing Sellers have promptly considered in good faith any comments of Buyer to the other party Closing Statement, and the Closing Statement has be updated to reflect any sum pursuant changes thereto mutually agreed to by the parties. For the avoidance of doubt, any adjustmentfailure by Buyer to deliver any notice of its disagreement with any portion of the Closing Statement, or readjustment failure by Buyer to include in any such notice a portion of the Closing Statement with which Buyer disagrees, shall not affect, modify or correction otherwise prejudice in any way Buyer’s rights and remedies under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveAgreement.

Closing Statement. (a) In connection with Seller has delivered to Buyer the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively statement attached hereto as Exhibit C (the “Draft Closing Statement”) setting forth (i) the Cash Consideration, plus or minus (ii) Seller’s calculation and estimate of the Estimated Adjustment Amount (the “Estimated Cash Consideration” and together with the Stock Consideration, the “Estimated Purchase Price”). The Draft Closing Statement Estimated Adjustment Amount has been calculated in accordance with the Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. Notwithstanding the foregoing, the Parties agree that no adjustment shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On Closing to the day prior Estimated Adjustment Amount or the Estimated Cash Consideration to Closingthe extent Estimated Closing Working Capital (1) exceeds the Target Working Capital Upper Amount or (2) is less than the Target Working Capital Lower Amount; and further, that such agreement not to make any such adjustment at Closing shall have no effect on the procedures contemplated by the Parties as set forth in Section 2.6 below, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits determination of the Asset as may be necessary to verify and/or make revisions to Final Adjustment Amount, or the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding payment of the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer Adjustment Surplus Amount or the Seller to consummate the transactions pursuant to the terms of this AgreementClosing Adjustment Shortfall Amount, as applicable (each as defined in Section 2.6(i) below). (b) If any items Seller has provided Buyer and its Representatives with reasonable access to be adjusted pursuant the books and records of the Company and Amtran and to this ARTICLE IX are not determinable at senior management personnel of the ClosingCompany and Amtran and with all supporting documentation requested by ▇▇▇▇▇, or if any such adjustments made at in each case, in connection with ▇▇▇▇▇’s review of the Closing prove to be incorrectStatement, the adjustment shall be made subsequent including (i) Payoff Letters with respect to the Closing Indebtedness, dated within a reasonable time before the Closing Date, which set forth the aggregate amounts arising under or corrected when owing or payable thereunder and in connection therewith on the charge is finally determinedClosing Date, (ii) a summary of Transaction Costs in form and substance reasonably satisfactory to Buyer, and (iii) wire transfer amounts and details for holders of Closing Indebtedness and payees of the Transaction Costs to be paid by Buyer pursuant to Section 2.4(a)(iii) and Section 2.4(a)(iv). The Buyer shall deliver ▇▇▇▇▇ has had the opportunity to comment on and request reasonable changes to the Closing Statement, and Seller has considered in good faith any such comments and changes, but for the avoidance of doubt, no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame comments or requested changes shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the prejudice or waive Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction rights under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveSection 2.6.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not later No more than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively three (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the 3) days and no less than one (1) day prior to Closing, the Seller Parties shall jointly prepare or cause to be prepared a draft settlement statement (the “Preliminary Closing Statement”) that shall detail (i) the Purchase Price, (ii) the Estimated Working Capital (which shall reflect the prorations and adjustments calculated based on the Buyer will most recent financial information available to the parties, but in no event on financial information earlier than as of the end of the month which expires two months prior to Closing (e.g. if Closing occurs on December 6, 2013, then through October 31, 2013)), (iii) the Closing Costs allocable to each of the parties pursuant to Section 7.4, (iv) all fees, costs and expenses payable to any third party and (v) the wiring instructions as set forth on Schedule 2.2(b). The Parties shall use commercially reasonable efforts to conduct inventories, examinations and audits resolve any disagreements with respect to the determination of any such amounts in order to agree on a Preliminary Closing Statement as of the Asset Closing Date and shall each provide such back up and support as may be reasonably necessary for the calculations set forth on the Preliminary Closing Statement. As soon as Seller and Buyer have agreed upon the Preliminary Closing Statement, they shall jointly deliver a mutually signed copy thereof to verify and/or make revisions Escrow Agent. On the Closing Date, Buyer shall effect a wire transfer of federal funds to the Draft Escrow Agent’s escrow account in accordance with the amount set forth in the Preliminary Closing Statement based and Sellers and Buyer shall deposit with the Escrow Agent the documents required by this Agreement and such other instruments as are reasonably required by the Escrow Agent or otherwise required to close the Escrow and consummate the purchase and sale of the Interests in accordance with the terms hereof. To the extent Sellers and Buyer are unable to agree by Closing on such audits, examinations and inventories, and any item on the night preceding the Preliminary Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as Statement (“Disputed Prorations”) the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and hereby agree that any such Disputed Prorations shall be retained by the completion Escrow Agent and disbursed subject to the joint written instructions of Sellers and Buyer or binding order issued in accordance with this Agreement. Upon receipt of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to documents and funds in accordance with the terms of this AgreementAgreement and the Preliminary Closing Statement, the Escrow Agent shall, on the Closing Date: (i) disburse funds to any persons or entities entitled thereto, as expressly stated in the Closing Statement; (ii) deliver: (A) to Sellers, two originals of all documents deposited with the Escrow Agent; and (B) to Buyer, two originals of all documents deposited with the Escrow Agent. (b) If any items Sellers shall request that Manager deliver to Buyer promptly after the Closing originals of the Contracts and Leases (or, if originals are not available, copies certified by the applicable Seller to be adjusted pursuant true, correct and complete to this ARTICLE IX such Sellers’ Knowledge), keys and security codes to all buildings on the Property and Hotel and guest rooms, keys and combinations to all safes and safety deposit boxes located on the Property and originals (or copies, if originals are not determinable at available) of any other items in Sellers’ possession or control relating to the use, ownership, operation, maintenance, leasing, repair, alteration, management or development of the Property. Following the Closing, or if Buyer shall make all Leases, Contracts, other documents, books, records and any such adjustments made at the Closing prove to be incorrectother materials in its possession, the adjustment shall be made subsequent to the Closing or corrected when extent the charge is finally determined. The Buyer shall deliver same relate to the Seller no later than 60 days following period of Sellers’ ownership of the Closing Date (except with respect Property, available to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined Sellers or their representatives for inspection and/or copying at the Closing reasonable times and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveupon reasonable notice.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not Not later than 5 five (5) Business Days prior to the intended Closing Date, Seller shall prepare in good faith and deliver to Buyer a statement (the Seller will use commercially “Proposed Closing Statement”) setting forth each proposed adjustment to the Base Purchase Price required under this Agreement, together with reasonable efforts to have prepared a proforma supporting documentation for the adjustments set forth therein, and showing the calculation of the accounting for the transaction that reflects the Seller’s Adjustment Amount (using actual numbers and amounts where available, and using a good faith estimate of how items subject other amounts, where actual amounts are not available) (such amount, the “Estimated Adjustment Amount”) and such resulting Purchase Price as proposed by Seller. Buyer shall have three (3) Business Days following receipt of the Proposed Closing Statement to proration will give notice to Seller of any proposed adjustments to the Proposed Closing Statement (“Proposed Adjustments”) which shall specify in reasonable detail the Dollar amount, nature and basis of any such Proposed Adjustments. If Buyer timely delivers the Proposed Adjustments to Seller, Seller and Buyer shall negotiate in good faith to determine which, if any, and the extent to which Proposed Adjustments shall be accounted for by crediting made to the Proposed Closing Statement. If Buyer and Seller agree upon which, if any, and the extent to which Proposed Adjustments shall be made to the Proposed Closing Statement, on or debiting appropriate accounts either pre or post before the Closing, respectively (the agreed Proposed Closing Statement as mutually adjusted shall be the “Draft Closing Statement”). The Draft Closing Statement shall reflect If Buyer fails to provide the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on Proposed Adjustments within such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(athree (3) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the ClosingBusiness Day period, or if any such adjustments made at Buyer and Seller are unable to agree upon which, if any, and the Closing prove extent to be incorrect, the adjustment which Proposed Adjustments shall be made subsequent to the Proposed Closing Statement, the Parties shall proceed to the Closing or corrected when and the charge is finally determined. The Buyer shall deliver to amount of any such adjustment set forth in the Proposed Closing Statement as prepared by Seller no later than 60 days following will be used in the Closing Date (except with respect Statement to any item which is not reasonably determinable within such time frameadjust the Purchase Price at Closing, as subject to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any Section 2.8. Any final adjustments to the prorations Purchase Price, if necessary, will be made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveSection 2.8.

Closing Statement. 1. The Purchasers shall, or shall procure that the Purchaser’s accountants shall, after Closing prepare a draft statement (athe Closing Statement) In connection showing the External Debt, Cash, Inter-Company Non-Trading Debt and Working Capital. The Closing Statement shall be in the form set out in Exhibit 4 showing the calculation of the Working Capital. The Purchasers shall deliver the draft Closing Statement to the Sellers within 90 days after Closing. 2. No individual line item shall give rise to an adjustment to the draft Closing Statement as a result of the process described in this Part C where the amount in question is less than £50,000. 3. The Sellers shall notify the Purchasers in writing (an Objection Notice) within 60 days after receipt whether or not it accepts the draft Closing Statement for the purposes of this Agreement. An Objection Notice shall set out in detail the Sellers’ reasons for such non-acceptance and specify the adjustments which, in the Sellers’ opinion, should be made to the draft Closing Statement in order for it to comply with the prorations required under SECTION 9.1, not later than 5 Business Days prior to requirements of this Agreement. Except for the intended Closing Datematters specifically set out in the Objection Notice, the Seller will Sellers’ shall be deemed to have agreed the draft Closing Statement in full. 4. If the Sellers serve an Objection Notice in accordance with paragraph 3, the Sellers and the Purchasers shall use commercially all reasonable efforts to have prepared a proforma meet and discuss the objections of the accounting for Sellers and to agree the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively adjustments (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments if any) required to be made at Closingto the draft Closing Statement, in each case within 30 days after receipt by the Purchasers of the Objection Notice. 5. On If the day prior to Closing, Sellers are satisfied with the Seller draft Closing Statement (either as originally submitted or after adjustments agreed between the Sellers and the Buyer will use commercially reasonable efforts Purchasers pursuant to conduct inventoriesparagraph 4) or if the Sellers fail to give a valid Objection Notice within the 60 day period referred to in paragraph 3, examinations and audits of then the Asset as may be necessary to verify and/or make revisions to the Draft draft Closing Statement based on such audits, examinations and inventories, and on the night preceding (incorporating any agreed adjustments) shall constitute the Closing immediately after Statement for the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms purposes of this Agreement. 6. If the Sellers and the Purchasers do not reach agreement within 30 days of receipt by the Purchasers of the Objection Notice, then the matters in dispute may be referred (on the application of either the Sellers or the Purchaser) for determination by KPMG or, if that firm is unable or unwilling to act, by such other independent firm of chartered accountants of international standing as the Sellers and the Purchasers shall agree or, failing agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the Firm). The Firm shall be requested to make its decision within 90 days (or such later date as the Sellers, the Purchasers and the Firm agree in writing) of confirmation and acknowledgement by the Firm of its appointment. The following provisions shall apply once the Firm has been appointed: (a) the Sellers and Purchasers shall each prepare a written statement within 30 days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other; (b) If following delivery of their respective submissions, the Purchasers and the Sellers shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than 20 days after receipt of the other’s submission and, thereafter, neither the Sellers nor the Purchasers shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed) 20 days to respond to any items statements or submission so made); (c) in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to be adjusted pursuant the draft Closing Statement in respect of the matters in dispute in order to comply with the requirements of this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at Agreement and to determine finally the Closing prove Statement; (d) the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to be incorrectany other rights which they may respectively have under this Agreement, the adjustment parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it. 7. The Sellers and the Purchasers shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Closing Statement. The fees and expenses of the Firm shall be made subsequent borne equally between the Sellers and the Purchasers or in such other proportions as the Firm shall determine. 8. To enable the Sellers to meet their obligations under this Schedule 11, the Purchasers shall provide to the Closing or corrected when Sellers and the charge is finally determined. The Buyer shall deliver Sellers’ accountants reasonable access during normal working hours to the Seller no later than 60 days following books, records and employees of the Target Companies and, where relevant, of the Purchasers for the period from the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that the draft Closing Statement is 30 days following the receipt from the other party of such other party’s proposed adjustment agreed or readjustmentdetermined. The party owing Purchasers shall reasonably co-operate with the other party any sum pursuant Sellers and shall permit the Sellers and/or the Sellers’ accountants to any adjustment, or readjustment or correction under this ARTICLE IX take copies (including electronic copies) of the relevant books and records and shall pay such sum provide all assistance reasonably requested by the Sellers to facilitate the other party within 15 days after preparation of the same Closing Statement. 9. When the Closing Statement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Closing Statement as set forth abovethe Working Capital, External Debt, Cash and Inter-Company Non-Trading Debt for the UK Companies and the Irish Companies shall be final and binding for the purposes of this Agreement.

Closing Statement. 8.4.15.1 The Company, PKY and Ca1STRS shall jointly prepare and approve a preliminary closing statement for each Company Project (acollectively the “Preliminary Closing Statement”) In connection showing the net amount due either to PKY or Ca1STRS as the result of the adjustments and prorations provided for herein, and such net amount due to or from Ca1STRS. If the parties fail to fully agree on the Preliminary Closing Statement, the Redemption Closing shall proceed on the basis of the line items in such statement that are agreed upon by the parties, with the prorations required under SECTION 9.1, not later than 5 Business Days prior any open items (to the intended extent of any dispute) on such statement to be resolved as part of the resolution of the Final Closing Statement. On or before the date which is ninety (90) days following the Closing Date, the Seller Company and PKY will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement for each Property reasonably satisfactory to CalSTRS in form and substance (collectively, the “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for herein and adjustments required under SECTION 9.1 with setting forth any items which are not capable of being determined at such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer time (and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any manner in which such items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to determined and paid) including Leasing Costs and Building Capital Expenditures for the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following period from October 1, 2014 through the Closing Date (except in accordance with respect to Section 8.4.7. The Final Closing Statement shall cover both the Purchase Transaction and the Redemption Transaction and shall also reflect a distribution of any item which is not reasonably determinable within such time frame, Available Cash as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and Date that was not previously distributed. The net amount due the Company, PKY or CalSTRS by reason of any adjustments to the Final Closing Statement, as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (5) Business Days following that party's receipt of the approved Final Closing Statement. The adjustments, prorations made and determinations agreed to by the Company, PKY or CalSTRS in the Final Closing Statement shall be conclusive and binding on the parties hereto except for any items which are not capable of being determined at the time the Final Closing that it believes are necessary Statement is agreed to complete by the prorations as Company, PKY and CalSTRS, which items shall be determined and paid in the manner set forth in this ARTICLE IXthe Final Closing Statement and except for other amounts payable hereunder pursuant to provisions which survive the Closing. Any errors or omissions in computing adjustments or readjustments at Prior to and following the Closing or thereafter Date, each party shall provide the other with such information as the other shall reasonably request subject to any applicable confidentiality restrictions in order to make the preliminary and final adjustments and prorations provided for herein. If the Company and PKY and CalSTRS fail to agree upon a Final Closing Statement, the disputed items shall be promptly corrected or maderesolved by a mutually acceptable nationally recognized independent accounting firm (the “Accounting Firm”), provided that whose determination shall be final and binding upon the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustmentparties. The party owing Accounting Firm shall resolve the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party dispute within 15 thirty (30) days after the same has disputed items have been determined as set forth abovesubmitted to it. The costs, fees and expenses of the Accounting Firm shall be borne equally by the Company and PKY, on one hand, and CalSTRS, on the other.

Closing Statement. 1. The Seller shall, or shall procure that the Seller’s accountants shall, after Closing prepare a draft statement setting out an aggregated balance sheet of the Target Companies and the Businesses (the Closing Statement) showing: (a) In connection with the prorations required under SECTION 9.1Working Capital and Assumed Business Debt of each Business; and (b) the External Debt, not later than 5 Business Days prior to the intended Closing DateCash, the Seller will use commercially reasonable efforts to have prepared a proforma Inter-Company Debt and Working Capital of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”)each Target Company. The Draft Closing Statement shall reflect be in the parties’ good faith estimate form set out in Part B of all Exhibit 5 and incorporate separate statements in the form set out in Part C of that Exhibit showing the calculation of the prorations, credits and/or other adjustments Working Capital of each Target Company and Business. The Seller shall deliver the draft Closing Statement to the Purchaser within 45 days after Closing. 2. No individual adjustment for an amount of less than €50,000 shall be made at Closingto the draft Closing Statement as a result of the process described in this Part B unless the parties agree otherwise. 3. On The Purchaser shall notify the day prior Seller in writing (an Objection Notice) within 45 days after receipt whether or not it accepts the draft Closing Statement for the purposes of this Agreement. An Objection Notice shall set out in detail the Purchaser’s reasons for such non-acceptance and specify the adjustments which, in the Purchaser’s opinion, should be made to Closingthe draft Closing Statement in order for it to comply with the requirements of this Agreement. Except for the matters specifically set out in the Objection Notice, the Purchaser shall be deemed to have agreed the draft Closing Statement in full. 4. If the Purchaser serves an Objection Notice in accordance with paragraph 3, the Seller and the Buyer will Purchaser shall use commercially all reasonable efforts to conduct inventories, examinations meet and audits discuss the objections of the Asset as may Purchaser and to agree the adjustments (if any) required to be necessary to verify and/or make revisions made to the Draft draft Closing Statement, in each case within 15 days after receipt by the Seller of the Objection Notice. 5. If the Purchaser is satisfied with the draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately (either as originally submitted or after the Cut-Off Time, adjustments agreed between the Seller and the Buyer will use commercially reasonable efforts Purchaser pursuant to make all final adjustments necessitated by such nights’ operations and prepare paragraph 4) or if the Purchaser fails to give a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as valid Objection Notice within the parties hereto may reasonably require being attached thereto. The Buyer and 45 day period referred to in paragraph 3, then the Seller acknowledge and agree that the completion of the Draft draft Closing Statement pursuant to this SECTION 9.2(a(incorporating any agreed adjustments) shall not be a condition precedent to constitute the obligation of Closing Statement for the Buyer or the Seller to consummate the transactions pursuant to the terms purposes of this Agreement. 6. If the Seller and the Purchaser do not reach agreement within 15 days of receipt by the Seller of the Objection Notice, then the specific matters from the Objection Notice remaining in dispute may be referred (on the application of either the Seller or the Purchaser) for determination by an expert (the Expert). The Expert shall be requested to make its decision within 60 days (or such later date as the Seller, the Purchaser and the Expert may agree in writing) of confirmation and acknowledgement by the Expert of its appointment. The following provisions shall apply once the Expert has been appointed: (a) the Seller and Purchaser shall each prepare a written statement within 15 days of the Expert’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Expert for determination and copied at the same time to the other; (b) If following delivery of their respective submissions, the Purchaser and the Seller shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Expert not later than 15 days after receipt of the other’s submission and, thereafter, neither the Seller nor the Purchaser shall be entitled to make further statements or submissions except insofar as the Expert so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed) 15 days to respond to any items statements or submission so made); (c) in giving its determination, the Expert shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to be adjusted pursuant the draft Closing Statement in respect of the matters in dispute in order to comply with the requirements of this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at Agreement and to determine finally the Closing prove Statement; (d) the Expert shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to be incorrectany other rights which they may respectively have under this Agreement, the adjustment parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it. 7. The Seller and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Closing Statement. The fees and expenses of the Expert shall be made subsequent borne equally between the Seller and the Purchaser or in such other proportions as the Expert shall determine. 8. To enable the Seller to prepare the Closing Statement and to enable the Purchaser to complete its review of the Closing Statement, each party shall provide to the Closing or corrected when other party and the charge is finally determined. The Buyer shall deliver other party’s accountants full access to the books and records, employees and premises of (i) in the case of the Seller, the Target Companies and, where relevant, the Purchaser, and (ii) in the case of the Purchaser, the Seller no later than 60 days following or any member of the Seller Group, in each case for the period from the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that the draft Closing Statement is 30 days following the receipt from agreed or determined. Each party shall ensure that the other party of such and the other party’s proposed adjustment accountants shall be given reasonable access to that party’s and that party’s accountants’ working papers relating to any submissions (including the Objection Notice) by or readjustmenton behalf of that party in relation to the Closing Statement. The Each party owing shall co-operate fully with the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX and shall pay such sum to permit the other party within 15 days after and/or the same other party’s accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by that party to facilitate the preparation, in the case of the Seller, or the review, in the case of the Purchaser, of the Closing Statement. 9. When the Closing Statement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Closing Statement as set forth abovethe Working Capital, External Debt, Cash, Inter-Company Debt for each Target Company and the Working Capital and Assumed Business Debt for each Business shall be final and binding for the purposes of this Agreement.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to 60 days, after the intended Closing Date, the Seller CTI will use commercially reasonable efforts cause to have be prepared and delivered to Buyer a proforma statement of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Closing Outstanding Checks and Closing CTI Borne Expenses (the “Draft Closing Statement”). The Draft Closing Statement will be accompanied by a certificate of an executive officer of CTI specifying that the Closing Statement was prepared in accordance with the provisions of this Section 3.2(a). The determination of Closing CTI Borne Expenses shall reflect be made by applying the parties’ good faith estimate of all principles, policies and practices used in connection with the preparation of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits relevant portions of the Asset Balance Sheet so long as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 they are in accordance with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementGAAP. (b) If any Buyer disagrees with CTI’s calculation of the Closing Outstanding Checks or Closing CTI Borne Expenses set forth in the Closing Statement, Buyer may, within 45 days after delivery of the certificate referred to in Section 3.2(a), deliver a notice to CTI disagreeing with such calculation and setting forth Buyer’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees, and Buyer shall be adjusted deemed to have agreed with all other items and amounts contained in the Closing Statement. (c) If a notice of disagreement shall be duly delivered pursuant to Section 3.2(b), Buyer and CTI shall, during the 30 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts of Closing Outstanding Checks and Closing CTI Borne Expenses. If, following such period, Buyer and CTI are unable to reach such agreement, they shall promptly thereafter cause an independent accountant of nationally recognized standing reasonably satisfactory to Buyer and CTI (who shall not have any material relationship with Buyer or CTI) (the “Independent Accounting Firm”), promptly to review this ARTICLE IX are not determinable at Agreement and the Closing, disputed items or if any such adjustments made at amounts for the purpose of calculating the Closing prove to be incorrectOutstanding Checks and Closing CTI Borne Expenses. In making such calculation, the adjustment Independent Accounting Firm shall be made subsequent to consider only those items or amounts in the Closing or corrected when the charge is finally determinedOutstanding Checks and Closing CTI Borne Expenses as to which Buyer has disagreed. The Buyer Independent Accounting Firm shall deliver to the Seller no later than 60 days following Buyer and CTI, as promptly as practicable, a report setting forth such calculation, it being understood that neither the Closing Date (except with respect Outstanding Checks nor the Closing CTI Borne Expenses calculated by the Independent Accounting Firm shall be less than the amount thereof shown in the Closing Statement nor more than the amount thereof shown in Buyer’s calculation delivered pursuant to any item Section 3.2(b). Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be allocated to be paid by CTI, on the one hand, and/or the Buyer, on the other hand, based upon the percentage which is the portion of the contested amount not reasonably determinable within awarded to each party bears to the amount actually contested by such time frameparty, as determined by the Independent Accounting Firm. (d) Buyer and CTI agree that they will, and agree to which cause their respective independent accountants and the time frame shall be extended until such item is reasonably determinable) a schedule Company and each Subsidiary to, cooperate and assist in the preparation of prorations setting forth the Buyer’s determination of prorations not determined at the Closing Statement and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at calculation of the Closing Outstanding Checks and Closing CTI Borne Expenses and in the conduct of the audits or thereafter shall be promptly corrected or made, provided that the party seeking reviews referred to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovein Section 3.2(c).

Closing Statement. Seller shall cause its accounting staff (a"SELLER'S ACCOUNTANTS") In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct make such inventories, examinations and audits of the Asset Hotel Business, and of the books and records of the Hotel Business, as may be necessary to verify and/or make revisions to the Draft Closing Statement based on adjustments and prorations and allocations of Purchase Price among the assets being transferred required under this Section 9 or under any other provisions of this Agreement. Buyer or its designated representatives may be present at such auditsinventories, examinations and audits of the Hotel Business. Based upon such audits and inventories, Seller's Accountants will prepare and on the night preceding deliver to Buyer and Escrow Agent no later than two (2) business days prior to the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare Date a final closing statement (the "CLOSING STATEMENT"). The Closing Statement shall contain Seller's best estimate of the amounts of the items requiring the prorations and adjustments required under SECTION 9.1 with such supporting documentation as in this Agreement and shall be subject to the parties hereto may reasonably require being attached theretoconcurrence therewith of Buyer. The Buyer and amounts set forth on the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of basis upon which the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to prorations and adjustments provided for herein shall be adjusted pursuant to this ARTICLE IX are not determinable made at the Closing, or if any such adjustments made at . The Closing Statement shall be binding and conclusive on all parties hereto to the extent of the items covered by the Closing prove Statement, unless within one hundred eighty (180) days after receipt by Buyer of the Closing Statement, either Buyer or Seller notifies the other that it disputes such Closing Statement and specifies in reasonable detail the items and reasons that it so disputes such Closing Statement. The parties shall attempt to resolve such dispute. If such dispute is not resolved within forty-five (45) days after delivery of the original notice of dispute by Buyer or Seller, then the parties shall submit such dispute to an outside accounting firm appointed not later than fifteen (15) days after the expiration of said 45 day period, with the mutual consent of Buyer and Seller or, if the parties cannot agree, two outside accounting firms, one of which shall be incorrectappointed by Buyer and one of which shall be appointed by Seller ("OUTSIDE ACCOUNTANTS"), and the adjustment determination of the Outside Accountants, which shall be made subsequent to within a period of fifteen (15) days after such submittal by the parties, shall be conclusive. The fees and expenses of the Outside Accountants shall be paid equally by Buyer and Seller. In the event that, at any time within ninety (90) days after the Closing or corrected when Date, either party discovers any items which should have been included in the charge is finally determinedClosing Statement but were omitted therefrom, such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statement. The Buyer foregoing limitation shall deliver to the Seller no later than 60 days following the Closing Date (except with respect not apply to any item which is which, by its nature, cannot reasonably determinable be finally determined within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveperiod specified.

Closing Statement. On or before ten (a10) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days days prior to the intended Closing Date, Sellers shall prepare and deliver to Buyer, in good faith, using and based upon the Seller will use commercially reasonable efforts best information reasonably available to have prepared Sellers, a proforma closing statement estimating the initial Adjusted Purchase Price to be paid at Closing, after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 10.02 and any other agreed upon amounts for Title Defects, setting forth each adjustment to the Unadjusted Purchase Price it anticipates to be appropriate as of the accounting for Closing Date necessary to determine the transaction that reflects Adjusted Purchase Price (as of the Seller’s good faith estimate Closing Date) and providing supporting documentation showing the calculation of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively such adjustments in accordance with Section 10.02 (the “Draft Closing Preliminary Settlement Statement”). Buyer will have five (5) days after receipt of the Preliminary Settlement Statement to review such statement and to provide written notice to Sellers of Buyer’s objection to any item on the statement. Buyer’s notice will clearly identify the item(s) objected to and the reasons and support for the objection(s). The Draft Parties shall attempt to agree on the amount of the Adjusted Purchase Price to be paid at the Closing Statement shall reflect no later than three (3) days prior to Closing. If the partiesParties do not agree by that date, Sellers’ good faith estimate of all of shall be used to determine the prorations, credits and/or other adjustments to be made the Unadjusted Purchase Price. If Buyer does not provide written objection(s) within the five (5) day period, the Parties will treat the Preliminary Settlement Statement as correct for purposes of determining the adjustments to the Unadjusted Purchase Price at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items amount to be adjusted pursuant paid by Buyer to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made Sellers at the Closing prove to be incorrect, the adjustment in accordance with this Section 10.03 shall be made subsequent to the “Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovePayment”.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days 90 days after the Closing Date, Sellers will cause to be prepared and delivered to Buyer two statements (the "Closing Statements"), one such statement (the "Closing Date Statement") setting forth the value of the Net Assets as of the close of business on the Closing Date (the "Closing Net Asset Value") and the other such statement (the "Average Value Statement") setting forth the average month end value of the Net Assets for the 12 months ended immediately prior to the intended Closing Date (the "Average Net Asset Value"). The Closing Statement shall include line items and notes substantially consistent with those of the 1995 audited combined statement of adjusted Net Assets included in the Audited Financial Statements and the June 30, 1996 combined statement of adjusted Net Assets included in the Audited Financial Statements; provided however, that the amount of cash or cash equivalents remaining in the Company as of the close of business on the Closing Date that is in excess of the amount required to cover checks of the Company outstanding as of the close of business on the Closing Date, shall be reflected on the Seller will use commercially reasonable efforts Closing Statements. Buyer shall cause the Companies and their respective employees to have prepared a proforma assist Sellers in the preparation of the accounting Closing Statements, including the taking of a physical inventory, and shall provide Sellers and their independent auditors, Ande▇▇▇▇, ▇▇cess at all reasonable times to the personnel, properties, books and records of the Companies for such purpose and, insofar as such books and records pertain to the transaction that reflects the Seller’s good faith estimate Business, any of how items subject to proration will be accounted Buyer's Affiliates for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”)such purpose. The Draft Closing Date Statement shall reflect be accompanied by an audit report from Ande▇▇▇▇ ▇▇▇ting that in its opinion such statement presents fairly, in all material respects, the parties’ good faith estimate of all combined Net Assets as of the prorationsClosing Date, credits and/or other adjustments to be made at Closing. On in conformity with GAAP (except as set forth in the day prior to Closing, notes thereto) applied consistently with the Seller accounting principles applied in the Audited Financial Statements and the Buyer will use commercially reasonable efforts Average Value Statement shall be accompanied by a review report from Ande▇▇▇▇ ▇▇▇ting that in its opinion nothing has come to conduct inventoriesits attention which would cause them to believe such statement was not prepared on a consistent basis with those of December 31, examinations 1995 and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such auditsJune 30, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement1996. (b) If any Buyer believes that either of the Closing Statements does not present fairly in all material respects the Closing Net Asset Value or the Average Net Asset Value, as the case may be, Buyer may, within 30 days after delivery of the Closing Statements, deliver a notice to Sellers specifying those items or amounts as to which Buyer disagrees, and the basis therefor. Buyer shall be adjusted deemed to have agreed with all other items and amounts contained in the Closing Statements and the calculation of Closing Net Asset Value and Average Net Asset Value delivered pursuant to Section 3.6(a). (c) If a notice of disagreement shall be duly delivered pursuant to Section 3.6(b), the parties shall, during the 15 days following such delivery, use their diligent efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Net Asset Value or Average Net Asset Value, as the case may be, which amount in either case shall not be more than the amount thereof shown in Sellers' calculation delivered pursuant to Section 3.6(a) nor less than the amount thereof shown in Buyer's calculation delivered pursuant to Section 3.6(b). If, during such period, the parties are unable to reach agreement, they shall promptly thereafter select a firm of independent nationally recognized public accountants chosen and mutually accepted by both parties (the "Accountant") promptly to review this ARTICLE IX are not determinable at Agreement, the Closingappropriate books and records of the Companies and the disputed items or amounts for the purpose of calculating Closing Net Asset Value and Average Net Asset Value. In making such calculation, the Accountant shall consider only those items or if any such adjustments made at amounts in the Closing prove to be incorrect, Statements or Sellers' calculation of Closing Net Asset Value or Average Net Asset Value as the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time framecase may be, as to which the time frame Buyer has disagreed and other adjustments directly related thereto. The Accountant shall deliver to Sellers and Buyer, as promptly as practicable, a report setting forth such calculation. Such report shall be extended until final and binding upon the parties hereto. The cost of such item is reasonably determinablereview and report shall, in the case of each report, be borne (i) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that by the party seeking whose calculation or calculations, taken together, were furthest from that of the Accountants, and (ii) otherwise equally by Sellers and Buyer if the calculations, taken together, are equally apart. "Final Net Asset Value" means (A) Closing Net Asset Value as shown in Sellers' calculation delivered pursuant to correct such error Section 3.6(a) if no notice of disagreement with respect thereto is delivered, (B) the amount agreed upon by the parties pursuant to this Section 3.6(c) or omission or to make such readjustment shall have notified (C) in the other party absence of such error or omission or readjustment on or prior to agreement, the date that is 30 days following amount as shown in the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.Accountant's calculation

Closing Statement. At least two (a2) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days before Closing (the "Estimate Statement Delivery Date"), Seller shall cause to be prepared and delivered to Parent an estimated balance sheet of Seller as of the end of business on the Closing Date and prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma consummation of the accounting for transactions contemplated hereby (the transaction that reflects "Estimated Closing Balance Sheet") and a statement (the "Estimate Statement") setting forth Seller’s 's good faith estimate of how items subject Net Working Capital (as defined below) derived from the Estimated Closing Balance Sheet ("Initial Closing Working Capital") and the corresponding Adjusted Closing Cash Payment to proration will be accounted for by crediting or debiting appropriate accounts either pre or post paid at Closing, respectively (if any. Seller shall provide Parent with copies of or reasonable access to such books and records as are reasonably necessary for purposes of verifying the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as amounts set forth in this ARTICLE IXthe Estimated Closing Balance Sheet and the Estimate Statement. Any errors or omissions in computing adjustments or readjustments "Net Working Capital" means, at the time of determination, the current assets of the Business (less Excluded Assets included in such current assets), reduced by the current liabilities of the Business (which shall include all Indebtedness, whether current or long-term, and any Liabilities related to employees such as projected workers' compensation claims and, to the extent not paid before Closing, all amounts owed by Seller under the Unit Appreciation Agreement to the beneficiaries of the Unit Appreciation Agreement and all amounts owed under Seller's Long-Term Incentive Plan, but shall exclude the Payoff Indebtedness Amount and Excluded Liabilities included in such current liabilities), in each case as determined in accordance with GAAP, and the accounting principles set forth on Company Disclosure Schedule 3.4 (the "Agreed Principles"). An example, for illustrative purposes only, of the calculation of Net Working Capital as of October 1, 2005 is set forth on Company Disclosure Schedule 3.4. Seller shall use the latest available information as of the Estimate Statement Delivery Date to prepare the Estimated Closing or thereafter Balance Sheet and to calculate the Initial Closing Working Capital and the Adjusted Closing Cash Payment. The preparation of the Estimate Statement shall be promptly corrected or madefor the purpose of determining the difference between Initial Closing Working Capital and Target Working Capital. If Initial Closing Working Capital exceeds $250,000 ("Target Working Capital"), provided that the party seeking to correct such error or omission or to make such readjustment Closing Cash Payment shall have notified be increased by the other party amount of such error or omission or readjustment on or prior to excess (such increase, a "Positive Adjustment") and, if Target Working Capital exceeds Initial Closing Working Capital, the date that is 30 days following Closing Cash Payment shall be reduced by the receipt from the other party amount of such other party’s proposed adjustment excess (such reduction, a "Negative Adjustment"). "Adjusted Closing Cash Payment" means the Closing Cash Payment plus any Positive Adjustment or readjustment. The party owing the other party Closing Cash Payment minus any sum pursuant to any adjustmentNegative Adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveapplicable.

Closing Statement. 8.2.1 Based on the Effective Date Accounts, the Purchaser shall prepare a draft statement (athe Closing Statement) In connection showing the Financial Debt, the Cash and the Working Capital of the Company as of the Closing Date as well as the resulting calculation of the Purchase Price. The Closing Statement shall be in the form set out in Schedule 5.2.1. The Purchaser shall deliver the draft Closing Statement together with the prorations required under SECTION 9.1, not later than 5 Business Days prior Effective Date Accounts to the intended Seller within forty-five (45) days after Closing. 8.2.2 At the written request of the Seller and after receipt of the Closing DateStatement in accordance with Clause 8.2.1, the Purchaser shall procure that the Company provides the Seller’s representative access at all reasonable times to the Company’s books and records relating to the Effective Date Accounts and the Closing Statement, provided that such access shall be in a manner that does not interfere with the normal business operations of the Company. The Seller shall notify the Purchaser in writing (a Closing Statement Notice) within thirty (30) days after receipt of the Closing Statement whether or not it accepts the draft Closing Statement for the purposes of this Agreement. If the Seller does not accept the Closing Statement, the Closing Statement Notice shall set out in detail the Purchaser’s reasons for such non-acceptance and specify the adjustments which, in the Seller’s opinion, should be made to the draft Closing Statement in order for it to comply with the requirements of this Agreement. Except for the matters specifically set out in the Closing Statement Notice, the Seller will use commercially reasonable efforts shall be deemed to have prepared agreed to the draft Closing Statement in full. 8.2.3 If the Seller serves a proforma of Closing Statement Notice in accordance with Clause 8.2.2, stating in the accounting for Closing Statement Notice that the transaction that reflects Seller does not accept the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will Purchaser shall use commercially all reasonable efforts to conduct inventories, examinations meet and audits discuss the objections of the Asset as may Seller and to agree the adjustments (if any) required to be necessary to verify and/or make revisions made to the Draft draft Closing Statement, in each case within fifteen (15) days after receipt by the Seller of the Closing Statement based on such audits, examinations and inventories, and on Notice. 8.2.4 If the night preceding Seller is satisfied with the draft Closing immediately Statement (either as originally submitted or after the Cut-Off Time, adjustments agreed between the Seller and the Buyer will use commercially reasonable efforts Purchaser pursuant to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and Clause 8.2.3) or if the Seller acknowledge and agree that the completion of the Draft fails to give a valid Closing Statement pursuant Notice within the thirty (30) days period referred to this SECTION 9.2(ain Clause 8.2.2, then the draft Closing Statement (incorporating any agreed adjustments) shall not be a condition precedent to constitute the obligation of Closing Statement for the Buyer or the Seller to consummate the transactions pursuant to the terms purposes of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at Agreement and hence determine the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determinedfinal Purchase Price. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.DB1/ 93370130.5

Closing Statement. On or before ten (a10) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days days prior to the intended Closing Date, Sellers shall prepare and deliver to Buyer, in good faith, using and based upon the Seller will use commercially reasonable efforts best information reasonably available to have prepared Sellers, a proforma closing statement estimating the initial Adjusted Purchase Price to be paid at Closing, after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 10.02 and any other agreed upon amounts for Title Defects, setting forth each adjustment to the Unadjusted Purchase Price it anticipates to be appropriate as of the accounting for Closing Date necessary to determine the transaction that reflects Adjusted Purchase Price (as of the Seller’s good faith estimate Closing Date) and providing supporting documentation showing the calculation of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively such adjustments in accordance with Section 10.02 (the “Draft Closing Preliminary Settlement Statement”). Buyer will have five (5) days after receipt of the Preliminary Settlement Statement to review such statement and to provide written notice to Sellers of Buyer’s objection to any item on the statement. ▇▇▇▇▇’s notice will clearly identify the item(s) objected to and the reasons and support for the objection(s). The Draft Parties shall attempt to agree on the amount of the Adjusted Purchase Price to be paid at the Closing Statement shall reflect no later than three (3) days prior to Closing. If the partiesParties do not agree by that date, Sellers’ good faith estimate of all of shall be used to determine the prorations, credits and/or other adjustments to be made the Unadjusted Purchase Price. If Buyer does not provide written objection(s) within the five (5) day period, the Parties will treat the Preliminary Settlement Statement as correct for purposes of determining the adjustments to the Unadjusted Purchase Price at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items amount to be adjusted pursuant paid by Buyer to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made Sellers at the Closing prove to be incorrect, the adjustment in accordance with this Section 10.03 shall be made subsequent to the “Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovePayment”.

Closing Statement. No earlier than five (a5) In connection with the prorations required under SECTION 9.1, not Business Days and no later than 5 three (3) Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts Company shall deliver to have prepared Parent a proforma statement (the “Closing Statement”) in a form reasonably acceptable to Parent, which statement shall be certified as complete and correct by the Company’s most senior financial officer in his capacity as such and which shall accurately set forth, as of the accounting Closing: (i) the names of each holder of Company Common Stock and Company SAFEs and whether such holder is an Accredited Company Stockholder; (ii) the number of shares of Company Common Stock held by each such holder as of immediately prior to the Closing (assuming for such purposes, that all Company SAFEs are reflected on an as converted to Company Common Stock basis); (iii) the transaction that reflects portion of the SellerAggregate Merger Consideration, the Closing Date Merger Consideration, the Indemnity Holdback Merger Consideration and (with respect to the amount thereof as then known) the Performance Holdback Merger Consideration payable to each such holder based on their Pro Rata Share; (iv) the portion of the Closing Date Stock Merger Consideration, the Indemnity Holdback Stock Merger Consideration and (with respect to the amount thereof as then known) the Performance Holdback Stock Merger Consideration to be allocated to each Accredited Company Stockholder based on such Person’s Accredited Company Stockholder Pro Rata Share; (v) the portion of the Closing Date Cash Merger Consideration, the Indemnity Holdback Cash Merger Consideration and (with respect to the amount thereof as then known) the Performance Holdback Cash Merger Consideration to be allocated to each Non-Accredited Company Stockholder based on such Person’s Non-Accredited Company Stockholder Pro Rata Share; (vi) a good faith estimate of how items subject the amount of all Indebtedness of the Company as of immediately prior to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the Closing (the “Draft Closing StatementCompany Indebtedness”). The Draft Closing Statement shall reflect the parties’ ; (vii) a good faith estimate of all the amount of cash and cash equivalents of the prorations, credits and/or other adjustments to be made at Closing. On Company as of 11:59 p.m. PST on the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night immediately preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except the “Closing Company Cash”); (viii) a good faith estimate of the aggregate amount of all Company Transaction Expenses unpaid as of immediately prior to the Closing (the “Closing Company Transaction Expenses”); and (ix) the Persons to whom payments in respect of any Closing Company Indebtedness and Closing Company Transaction Expenses are due and applicable amounts due to each such Person(s) together with payment instructions for the payment of such Closing Company Indebtedness and Closing Company Transaction Expenses. The Closing Statement shall include reasonably detailed schedules and supporting documentation indicating a calculation of the Aggregate Merger Consideration, the Closing Date Merger Consideration (including each of the Closing Date Stock Merger Consideration and the Closing Date Cash Merger Consideration), the Indemnity Holdback Merger Consideration (including each of the Indemnity Holdback Stock Merger Consideration and the Indemnity Holdback Cash Merger Consideration), (with respect to any item which is not reasonably determinable within such time framethe amount thereof as then known) the Performance Holdback Merger Consideration (including each of the Performance Holdback Cash Merger Consideration and the Performance Holdback Stock Merger Consideration), as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing Company Indebtedness, the Closing Company Cash, and the Closing Company Transaction Expenses. The Company shall consider in good faith any adjustments comments provided by Parent with respect to the prorations made Closing Statement at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or least two (2) Business Days prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveClosing Date.

Closing Statement. Within sixty (a60) In connection with days after the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will Buyers shall prepare and deliver to the Sellers and Mission Maryland a statement (the “Closing Statement”) including the consolidated balance sheet of the Sellers and LicenseCos and Mission Maryland as of the Closing Date (without giving effect to the consummation of the transactions contemplated hereby) and calculating in reasonable detail each of the Net Working Capital, Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, Transaction Costs and each of the components thereof, and its calculation of the Closing Date Payment (the “Final Closing Date Payment”). The Buyers shall promptly provide the Sellers and Mission Maryland reasonable access, at reasonable times following prior notice, to all relevant documents and information reasonably requested by the Sellers and Mission Maryland in connection with, and reasonably necessary to conduct, its review of the Closing Statement (including all components thereof); provided, that the Buyers may withhold or redact portions of information that is subject to attorney-client privilege. If the Buyers do not deliver a Closing Statement to the Sellers and Mission Maryland within such sixty (60) day period, the Closing Report, including the calculations set forth therein, shall be deemed to be the “Final Closing Statement” and the Estimated Closing Date Payment set forth therein, the Final Closing Date Payment. If the Sellers and Mission Maryland have any disputes with respect to the amounts shown on the Closing Statement, the Sellers and Mission Maryland shall deliver to the Buyers within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth the Sellers’ basis for such dispute(s) in reasonable detail. The Buyers and the Sellers and Mission Maryland shall use good faith efforts to resolve any dispute involving any matter set forth in the Dispute Notice. If the Sellers and Mission Maryland do not deliver a Dispute Notice to the Buyers within such thirty (30) day period, the Closing Statement, including the calculations set forth therein, prepared and delivered by the Buyers shall be deemed to be the Final Closing Statement and the Closing Date Payment set forth therein, the Final Closing Date Payment. The Buyers and the Sellers and Mission Maryland shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after the Sellers and Mission Maryland have prepared given the Dispute Notice. If the Buyers and the Sellers resolve such differences, the Closing Statement agreed to by the Buyers and the Sellers and Mission Maryland shall be deemed to be the Final Closing Statement. If the Buyers and the Sellers and Mission Maryland do not reach a proforma of final resolution on the accounting for Closing Statement within such thirty (30) day period, then either the transaction that reflects Buyers or the Seller’s good faith estimate of how Sellers and Mission Maryland may refer the dispute to the Neutral Accountant to resolve any remaining differences, pursuant to an engagement agreement, containing customary terms consistent with this Section 2.7, among the Buyers and the Sellers and Mission Maryland and the Neutral Accountant (which the Buyers and the Sellers and Mission Maryland agree to execute promptly). The Neutral Accountant shall only decide the specific items subject with respect to proration will be accounted for the amounts shown on the Closing Statement under dispute by crediting or debiting appropriate accounts either pre or post Closing, respectively the Parties (the “Draft Disputed Items”), solely in accordance with the terms of this Agreement, and the recalculation, if any, of the amounts therein in light of such resolution, and shall not award an amount more favorable to the Buyers than the corresponding amounts claimed by the Buyers in the Closing Statement”), or more favorable to the Sellers and Mission Maryland than the corresponding amounts claimed by the Sellers and Mission Maryland in the Dispute Notice. The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller Buyers and the Buyer will Sellers and Mission Maryland shall use commercially reasonable efforts to conduct inventories, examinations and audits cause the Neutral Accountant to provide a written determination of its resolution of the Asset as may Disputed Items within twenty (20) days after the engagement of the Neutral Accountant. The Buyers and the Sellers and Mission Maryland shall reasonably cooperate with the Neutral Accountant in its efforts to resolve the Disputed Items described in the Dispute Notice and the recalculation, if any, of the amounts therein in light of such resolution. The Neutral Accountant’s determination shall be necessary to verify and/or make revisions to based solely on written submissions of the Draft Closing Statement based Buyers and the Sellers and Mission Maryland (i.e., not on such audits, examinations and inventories, independent review) and on the night preceding definitions and other terms included herein. The Closing Statement and the Closing immediately after Date Payment determined by the Cut-Off Time, Neutral Accountant shall be deemed to be the Seller Final Closing Statement and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated Final Closing Date Payment, respectively. Such determination by such nights’ operations the Neutral Accountant shall be conclusive and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as binding upon the parties hereto may reasonably require being attached theretoParties, absent fraud or manifest error. The Buyer fees and the Seller acknowledge and agree that the completion expenses of the Draft Closing Statement Neutral Accountant for services rendered pursuant to this SECTION 9.2(a) Section 2.7 shall not be a condition precedent to borne by the obligation Buyers and the Sellers and Mission Maryland in inverse proportion as they may prevail on the matters resolved by the Neutral Accountant, which proportional allocations shall also be determined by the Neutral Accountant at the time the determination of the Buyer or Neutral Accountant is rendered on the Seller to consummate the transactions pursuant to the terms of matters submitted. Nothing in this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment Section 2.7 shall be made subsequent construed to authorize or permit the Closing Neutral Accountant to determine any questions or corrected when matters whatsoever under or in connection with this Agreement except for the charge is finally determined. The Buyer shall deliver to resolution of differences between the Seller no later than 60 days following Buyers and the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which Sellers and Mission Maryland regarding the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Final Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveStatement.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not later than 5 but in any event within 25 Business Days prior following the Closing, Purchaser shall deliver to Seller Parent the intended Closing DateStatement, the Seller will use commercially reasonable efforts to have prepared together with a proforma report thereon of the accounting for Purchaser’s Accountants, stating that the transaction that reflects Closing Statement presents the Seller’s good faith estimate Cash Amount, Debt Amount and Closing Net Asset Value as of how items subject immediately following the Closing. Purchaser shall provide Seller Parent with such information as Seller Parent may reasonably request to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (review and evaluate the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (bi) If any items Subject to be adjusted pursuant clause (ii) of this Section 2.05(c), (A) the Reference Statement delivered by Seller Parent to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at Purchaser and (B) the Closing prove Statement delivered by Purchaser to Seller Parent, shall each be incorrectfinal, binding and conclusive on the adjustment shall be made subsequent to Parties. (ii) Seller Parent may dispute any amounts reflected on the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Statement; provided, however, that Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment Parent shall have notified Purchaser in writing of each disputed item within 20 Business Days of Purchaser’s delivery of the other party Closing Statement. Purchaser may dispute any amounts reflected on the Reference Statement, provided, however, that Purchaser shall have notified Seller Parent in writing of each disputed item at the time of Purchaser’s delivery of the Closing Statement. In the event of such error a dispute, Seller Parent and Purchaser shall attempt to reconcile their differences in good faith. If they are unable to reconcile their differences within 20 Business Days, they shall submit the items remaining in dispute for resolution to Deloitte Touche Tohmatsu (or, if such firm shall decline or omission is unable to act or readjustment is not, at the time of such submission, independent of the Parties, to another independent accounting firm of international reputation mutually acceptable to Seller Parent and Purchaser) (either Deloitte Touche Tohmatsu or such other accounting firm being referred to herein as the “Independent Accounting Firm”), which shall, within 20 Business Days after such submission, determine and report to Seller Parent and Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive on or prior the Parties. The fees and disbursements of the Independent Accounting Firm shall be allocated equally between Seller Parent and Purchaser. In acting under this Agreement, the Independent Accounting Firm shall be entitled to the date that is 30 days following the receipt from the other party privileges and immunities of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovean arbitrator.

Closing Statement. Seller shall cause its accounting staff (a"SELLER'S ACCOUNTANTS") In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct make such inventories, examinations and audits of the Asset Hotel, and of the books and records of the Hotel, as Seller's Accountants may deem necessary to make the adjustments and prorations required under this Section 8, or under any other provisions of this Agreement. Buyer or its designated representatives may be necessary to verify and/or make revisions to the Draft Closing Statement based on present at such auditsinventories, examinations and audits of the Hotel. Based upon such audits and inventories, Seller's Accountants will prepare and on deliver to the night preceding parties no later than two (2) days prior to the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement (the "CLOSING STATEMENT"). The Closing Statement shall contain Seller's best estimate of the amounts of the items requiring the prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached theretoin this Agreement. The Buyer and amounts set forth on the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of basis upon which the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to prorations and adjustments provided for herein shall be adjusted pursuant to this ARTICLE IX are not determinable made at the Closing, or if any such adjustments made at . The Closing Statement shall be binding and conclusive on all parties hereto to the extent of the items covered by the Closing prove Statement, unless within thirty (30) days after receipt by Buyer of the Closing Statement, either Buyer or Seller notifies the other that it disputes such Closing Statement, and specifies in reasonable detail the items and reasons that it so disputes. The parties shall attempt to be incorrectresolve such dispute. If such dispute is not resolved within forty-five (45) days after delivery of the original notice by Buyer or Seller, then the adjustment parties shall submit such dispute to Ernst & Young, LLP ("OUTSIDE ACCOUNTANTS"), and the determination of the Outside Accountants, which shall be made subsequent to within a period of fifteen (15) days after such submittal by the Closing or corrected when the charge is finally determinedparties, shall be conclusive. The fees and expenses of the Outside Accountants shall be paid equally by Buyer shall deliver to the Seller no later than 60 and Seller. Within ninety (90) days following the Closing Date (except with respect Date, Seller's Accountants shall deliver a final report to Buyer setting forth the final determination of all items to be included on the Closing Statement. In the event that, at any time within said 90-day period, either party discovers any items which should have been included in the Closing Statement but were omitted therefrom, such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statement. The foregoing limitation shall not apply to any item which is which, by its nature, cannot reasonably determinable be finally determined within such time framethe period specified. However, as to which the time frame no further adjustments shall be extended until such item is reasonably determinablemade beyond twelve (12) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at months after the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveDate.

Closing Statement. Sellers and Purchaser have agreed upon a preliminary closing statement for each Individual Property (acollectively the “Preliminary Closing Statement”) showing the net amount due either to Sellers or to Purchaser as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the Purchase Price to be paid to Sellers at the Closing as applicable. In connection with addition, at Closing Purchaser shall purchase from Sellers the prorations required under SECTION 9.1, not later than 5 Business Days accounts receivable payable to the Owner Entities that represent amounts owed for the period of Sellers’ ownership of the Equity Interests prior to the intended Closing Date, and Sellers shall assign such accounts receivable to Purchaser at the Seller will use commercially reasonable efforts Closing. For example, if an account receivable from a tenant represents rent owed to have prepared a proforma the Owner Entities for the month of September, 2012, Purchaser shall acquire only that portion of the accounting account receivable representing the rent that is owed by the tenant for the transaction that reflects portion of September during which Sellers own the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post ClosingEquity Interests, respectively (and the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all balance of the prorations, credits and/or other adjustments account receivable from such tenant shall belong to be made at ClosingPurchaser by virtue of its acquisition of the Equity Interests. On or before the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding date which is ninety (90) days following the Closing immediately after the Cut-Off TimeDate, the Seller Sellers and the Buyer Purchaser will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and jointly prepare a final closing statement for each Individual Property reasonably satisfactory to Sellers and Purchaser in form and substance (collectively, the “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Sellers or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (5) Business Days following that party’s receipt of the approved Final Closing Statement. The adjustments, prorations and adjustments required under SECTION 9.1 with such supporting documentation as determinations agreed to by Sellers and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto may reasonably require except for any items which are not capable of being attached thereto. The Buyer and determined at the Seller acknowledge and agree that time the completion of the Draft Final Closing Statement is agreed to by Sellers and Purchaser, which items shall be determined and paid in the manner set forth in the Final Closing Statement and except for other amounts payable hereunder pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at provisions which survive the Closing, or if any such adjustments made at the Closing prove . Prior to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days and following the Closing Date (except Date, each party shall provide the other with respect such information as the other shall reasonably request subject to any item which is not reasonably determinable within such time frameapplicable confidentiality restrictions in order to make the preliminary and final adjustments and prorations provided for herein. If Sellers and Purchaser fail to agree upon a Final Closing Statement, as to which the time frame disputed items shall be extended until such item is reasonably determinable) resolved by a schedule of prorations setting forth mutually acceptable nationally recognized independent accounting firm (the Buyer’s “Accounting Firm”), whose determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that final and binding upon the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustmentparties. The party owing Accounting Firm shall resolve the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party dispute within 15 thirty (30) days after the same has disputed items have been determined as set forth abovesubmitted to it. The costs, fees and expenses of the Accounting Firm shall be borne equally by the Sellers and Purchaser.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not No later than 5 Business Days prior to sixty (60) days after the intended Closing Date, the Seller will use commercially reasonable efforts Parent shall cause to have be prepared a proforma of the accounting for the transaction that reflects the Seller’s in good faith estimate of how items subject and delivered to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the Sellers’ Representative (i) a statement (the “Draft Closing Statement”). The Draft , in form substantially similar to the Pre-Closing Statement shall reflect and consistent with the parties’ good faith estimate Sample Closing Statement, setting forth in reasonable detail, with reasonable supporting documentation, Parent’s calculation of all (A) the Closing Date Cash, (B) the Unpaid Company Transaction Expenses, (C) the Closing Date Indebtedness, (D) the Adjusted Working Capital and the resulting Working Capital Adjustment Amount and (E) the Purchase Price derived therefrom, and (ii) a balance sheet of the prorations, credits and/or other adjustments to be made at Closing. On Company as of 11:59 pm Eastern Time on the day immediately prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing Date, in each case prepared in accordance with the Accounting Rules and Agreed Adjustment Principles set forth on Exhibit A, which shall be so certified by the Chief Financial Officer of Parent. For the avoidance of doubt, unless the Sellers’ Representative otherwise agrees in writing, Parent may not amend, adjust, supplement or corrected when modify the charge is finally determined. The Buyer shall deliver Closing Statement or the amount of Closing Date Cash, Unpaid Company Transaction Expenses, Closing Date Indebtedness or Adjusted Working Capital set forth therein following its delivery to the Seller no later than 60 days following Sellers’ Representative. If Parent fails to deliver the Closing Statement within such sixty (60) day period, then in addition to any other rights Sellers may have under this Agreement, the Sellers’ Representative shall have the right to elect, on behalf of Sellers, that the Estimated Closing Date Cash, the Estimated Unpaid Company Transaction Expenses, the Estimated Closing Date Indebtedness and the Estimated Adjusted Working Capital be deemed to be the amount of the Closing Date (except with respect to any item which is not reasonably determinable within such time frameCash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness and the Adjusted Working Capital, as applicable, and be final and binding and used for purposes of calculating the adjustment pursuant to which the time frame shall Section 1.4(d). The Parties acknowledge that no adjustments may be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments made to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveAdjusted Working Capital Target.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not No later than 5 Business Days prior to sixty (60) days after the intended Closing Date, the Seller will use commercially reasonable efforts Parent shall cause to have be prepared a proforma of the accounting for the transaction that reflects the Seller’s in good faith estimate of how items subject and delivered to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the Representative a statement (the “Draft Closing Statement”) setting forth Parent’s calculation of the Merger Consideration as of the Adjustment Time (“Closing Date Merger Consideration”). The Draft Closing Statement shall reflect be prepared in a manner consistent with the parties’ good faith estimate of all definitions of the prorationsterms Working Capital, credits and/or Closing Cash, Closing Date Indebtedness, Transaction Expenses, and the Accounting Rules and practices referred to therein (including as reflected on Exhibit B). The Closing Statement shall entirely disregard (i) any and all effects on the assets or liabilities of the Group Companies as a result of purchase accounting adjustments arising from the change in control or ownership of the Group Companies and any financing or refinancing arrangements entered into at any time by Parent or its Affiliates (for the avoidance of doubt, other adjustments to be made at Closing. On than the day Company prior to Closingthe time it became an Affiliate of Parent) or any other transaction entered into by Parent or its Affiliates (for the avoidance of doubt, other than the Seller and Company prior to the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits time it became an Affiliate of Parent) in connection with the consummation of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventoriesTransaction, and on (ii) any of the night preceding plans, transactions, or changes which Parent has made after the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is Group Company or their respective businesses or assets. For the avoidance of doubt, unless the Representative otherwise agrees in writing, Parent may not reasonably determinable amend, adjust, supplement or modify the Closing Statement or the amount of Closing Date Merger Consideration following its delivery to the Representative. If Parent fails to deliver the Closing Statement within such time framesixty (60)-day period, as then in addition to which any other rights the time frame Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Merger Consideration be extended until such item is reasonably determinable) a schedule deemed to be the amount of prorations setting forth the Buyer’s determination of prorations not determined at the Closing Date Merger Consideration and any be final and binding and used for purposes of calculating the adjustment pursuant to Section 1.10(e). The Parties acknowledge that no adjustments may be made to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveWorking Capital Target.

Closing Statement. SELLER shall deliver to PURCHASER five (a5) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively statement (the “Draft "Closing Statement”)") reflecting the net purchase price ("Net Purchase Price") after making the adjustments for income and expenses subsequent to the Effective Date or as agreed to by the Parties herein, as set forth below. The Draft Closing Statement shall reflect be prepared in accordance with customary accounting principles used in the parties’ good faith estimate oil and gas industry and SELLER shall immediately afford PURCHASER access to SELLER's records pertaining to the computation of all said Statement. As soon as practicable after receipt of the prorationsStatement, credits and/or other adjustments to be made at Closing. On the day but in any event prior to Closing, the Seller and the Buyer will use commercially reasonable efforts Purchaser shall deliver to conduct inventories, examinations and audits of the Asset as may SELLER a written report containing any changes which PURCHASER proposes be necessary to verify and/or make revisions made to the Draft Closing Statement based on such audits, examinations Statement. In calculating adjustments to the Purchase Price the parties agree: (1) All income from operations and inventories, sales of production from the PROPERTY occurring prior to the Effective Date shall belong to the SELLER and on the night preceding the Closing immediately all costs attributable to services rendered and operations undertaken prior to Effective Date shall be borne and paid in full by SELLER. On and after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make Effective Date all final adjustments necessitated by such nights’ income from operations and prepare a final closing statement sales of prorations production from the PROPERTY shall belong to PURCHASER and adjustments required under SECTION 9.1 with such supporting documentation as all costs attributable to services rendered and operations undertaken subsequent to Effective Date shall be borne and paid in full by PURCHASER. (2) The "Net Purchase Price" which PURCHASER shall pay at Closing for the parties hereto may reasonably require being attached thereto. interests shall be: (a) The Buyer Purchase Price set forth in Section 2 above less the Deposit and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreementinterest, if any. (b) If Plus reimbursement for any items pre-paid expenses attributable to be adjusted pursuant to this ARTICLE IX are not determinable at operating and maintaining the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made PROPERTY subsequent to the Effective Date but incurred by SELLER prior to the Closing Date under or corrected when pursuant to applicable operating agreements, leases and other agreements pertaining to the charge is finally determined. The Buyer shall deliver PROPERTY. (c) Plus reimbursement for any costs or expenses attributable to the PROPERTY for liabilities that occurred after the Effective Date, but were paid for by SELLER. (d) Less any unpaid ad valorem, property, production, severance, and similar taxes and assessments based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds there from attributable to the PROPERTY (prorated to the Effective Date, on an estimated basis, if necessary) prior to the Effective Date. (e) Less revenues received from mutually agreed upon sales of oil and gas attributable to SELLER's Interest after the Effective Date. (f) Less any outstanding costs attributable to the PROPERTY accruing prior to the Effective Date and which have not been paid by SELLER prior to Closing. (g) Less or Plus any other amounts mutually agreed upon in writing by SELLER and PURCHASER, to include the reimbursement to the Seller no later than 60 days following of certain "Capital Expenditures" detailed in the Closing Date (except with respect to any item which is not reasonably determinable within such time frameLetter of Intent dated March 10, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing 2005 and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth described in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveSection 15A(1)(a).

Closing Statement. At least five (a5) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts shall deliver to have prepared Buyer a proforma of the accounting for the transaction that reflects the statement setting forth (a) Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively the Purchase Price at Closing (the “Draft Closing Purchase Price”), including its calculation (on an accrual basis) of the Adjustment Amount (the “Closing Adjustment Amount”) and each component thereof in reasonable detail, and the resulting Closing Payment, and (b) the list of names of the accountholders, amounts to be paid, designated account(s) and instructions for the wire transfers (the “Payment Information”) of funds as set forth in Section 2.9(b)(ii) (such statement, as described in (a) and (b), collectively, the “Closing Statement”). Notwithstanding anything to the contrary in this Agreement, at Closing, all adjustments to the Base Purchase Price (whether positive or negative) shall be made in cash (increasing or decreasing the Cash Purchase Price). None of Buyer or any of its Affiliates or any other member of the Buyer Group shall have liability to Seller or any of its Affiliates, any other Person set forth in the Payment Information or any other Person for relying on the Payment Information, including the payment of any amounts payable by Buyer or its Affiliates pursuant to this Agreement, in each case, in accordance with the Payment Information. The Draft Payment Information may not be modified after delivery of the Closing Statement to Buyer except pursuant to a written instruction from Seller. Buyer and its Affiliates and representatives shall reflect be entitled to rely, without any independent investigation or inquiry, on any such modified Payment Information. Concurrently with the parties’ good faith estimate of all delivery of the prorationsClosing Statement, credits and/or other Seller shall deliver to Buyer reasonable documentation in the possession of Seller or any of its Affiliates to support the calculations for which adjustments are proposed or made in the Closing Statement delivered by Seller and a reasonably detailed explanation of any such adjustments and the reasons therefor. Within three (3) Business Days after its receipt of the Closing Statement, Buyer may submit to be made at ClosingSeller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. On the day The Closing Purchase Price agreed to in writing by ▇▇▇▇▇▇ and Buyer prior to Closing, or, absent such agreement, delivered in the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such auditsby Seller in good faith and absent manifest error, examinations and inventories, and on will be the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items amount to be adjusted pursuant paid by Buyer to this ARTICLE IX are not determinable Seller at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

Closing Statement. (a) In connection with On the prorations required under SECTION 9.1, not later than 5 fifth (5th) Business Days prior to Day before the intended Closing DateClosing, the Seller will use commercially reasonable efforts deliver to have prepared a proforma of the accounting for Buyer the transaction that reflects Estimated Closing Statement reflecting the Seller’s good faith estimate calculation of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closingthe Estimated Closing Date Stockholder’s Equity and the Initial Payment, respectively (the “Draft Closing Statement”). The Draft which Estimated Closing Statement shall reflect be reasonably acceptable to the parties’ good faith estimate Buyer. The Estimated Closing Statement shall be accompanied by all material work papers used by the Seller in connection with the preparation of all of such Estimated Closing Statement. In the prorations, credits and/or other adjustments event that such Estimated Closing Statement is not reasonably acceptable to be made at Closing. On the day prior to ClosingBuyer, the Seller and the Buyer will shall use their respective commercially reasonable efforts to conduct inventoriesresolve any disagreements or deficiencies with respect thereto as promptly as practicable. (b) As soon as reasonably practicable after the Closing Date, examinations and audits but in no event later than one hundred twenty (120) days after the Closing, the Buyer will deliver to the Seller the audited Final Closing Statement reflecting the Buyer’s calculation of the Asset Closing Date Stockholder’s Equity, which shall be calculated from the Final Closing Statement, and the calculation of the Final Payment. The Final Closing Statement shall be accompanied by a report thereon of the Buyer’s independent auditors with respect thereto stating that the Final Closing Statement (i) has been prepared in accordance with the Accounting Principles and the applicable adjustments set forth in this Agreement and (ii) fairly presents, in all material respects, the financial position of the Company and its Subsidiaries as may be necessary to verify and/or make revisions of the close of business in the City of New York on the day immediately prior to the Draft Closing Date. The Buyer shall cooperate with the Seller and its accountants and provide them, and cause its independent auditors to provide them, with the material work papers relating to the Final Closing Statement based on such auditsand any additional information used in preparing the Final Closing Statement that is reasonably requested by the Seller or its accountants. The fees and expenses incurred by the Buyer’s auditors in the preparation of the Final Closing Statement shall be borne by the Buyer. (c) The Seller shall, examinations within fifteen (15) days after the receipt of the Final Closing Statement, advise the Buyer in writing and inventories, and on in reasonable detail of any inaccuracies it believes were reflected in the night preceding Final Closing Statement or in the calculation of the Closing immediately after Date Stockholder’s Equity and the Cut-Off TimeFinal Payment. In the event no such objection is delivered to the Buyer within such time period, the Final Closing Statement, as delivered to the Seller, shall be final and binding upon the parties. In the event the Seller delivers such an objection, the Seller and the Buyer will use commercially reasonable efforts shall attempt in good faith to make resolve their differences. In the event all final adjustments necessitated differences are not resolved within thirty (30) days following receipt of the Final Closing Statement by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached theretoSeller, then the issues remaining unresolved shall be determined by the Selected Accounting Firm. The Selected Accounting Firm shall resolve all disputed items in accordance with the provisions of this Agreement. In making its determination, the Selected Accounting Firm may only consider those items and amounts as to which the Buyer and the Seller acknowledge have disagreed within the time periods and agree that the completion permitted grounds specified. The Selected Accounting Firm’s determination will be conclusive and binding on the Buyer and the Seller absent manifest error. The fees of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not Selected Accounting Firm will be a condition precedent shared by the Buyer and the Seller in proportion to the obligation relative differences between their respective calculations of the Buyer or Closing Date Stockholder’s Equity and the Seller to consummate amount determined by the transactions pursuant to the terms of this AgreementSelected Accounting Firm. (bd) If any items to be adjusted pursuant Each party to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent Agreement will make available to the Closing or corrected when the charge is finally determined. The Buyer shall deliver other parties, and to the Seller no later than 60 days following Selected Accounting Firm, its and its accountants’ work papers, schedules and other supporting data as may be reasonably requested by such party to enable it to verify the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as amounts set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Final Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveStatement.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not Not later than 5 two (2) Business Days prior to the intended Closing, Seller or its agents or designees shall prepare, and promptly thereafter Seller and Purchaser shall jointly agree upon, a closing statement (the “Closing Statement”) that shows the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for in this Agreement, and such net due amount shall be added to or subtracted from the cash balance of the Purchase Price to be paid to Seller at the Closing, as applicable. Not earlier than the date that is sixty (60) days after the Closing Date and not later than the date that is ninety (90) days after the Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and Purchaser shall jointly prepare a final closing statement reasonably satisfactory to Seller and Purchaser in form and substance (the “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items that are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (5) Business Days following that party’s receipt of the approved Final Closing Statement. The adjustments, prorations and adjustments required under SECTION 9.1 with such supporting documentation as determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto may reasonably require except for any items that are not capable of being attached thereto. The Buyer and determined at the Seller acknowledge and agree that time the completion of the Draft Final Closing Statement is agreed to by Seller and Purchaser, which items shall be determined and paid promptly as soon as they are capable of being determined, and except for other amounts payable hereunder pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at provisions that survive the Closing, or if any such adjustments made at the Closing prove . Prior to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days and following the Closing Date Date, each party shall provide the other with such information as the other shall reasonably request (except including, without limitation, access to the books, records, files, ledgers, information and data with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinableProperty during normal business hours upon reasonable advance notice) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or order to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth abovepreliminary and final adjustments and prorations provided for herein.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to one hundred twenty (120) days after the intended Closing Date, the Seller will use commercially reasonable efforts cause to have be prepared and delivered to Buyer a proforma draft combined adjusted statement, together with notes thereto, of the accounting for Net Assets (which shall include any cash, cash equivalents and marketable securities of Suplementos Solgar, unless any such asset shall have been transferred pursuant to clause (i) of Section 6.2) as of the transaction that reflects Effective Time on the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Closing Date (the “Draft Closing Statement”) including a schedule based on such Closing Statement setting forth Seller’s calculation of the Net Assets as of the Closing Date (the “Closing Net Asset Value”). The Draft Closing Statement shall reflect be prepared in accordance with generally accepted accounting principles in the parties’ good faith estimate of all of United States (“GAAP”) (as in effect on March 31, 2005), except as set forth in the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions notes to the Draft Closing Statement based Financial Statements or on Schedule 4.4(b) hereto and as such auditsmethodology was used by Seller to prepare the statement of Net Assets as of March 31, examinations and inventories2005 included in the Financial Statements, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller shall include line items and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by notes substantially consistent with such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as Net Assets; provided, however, that (i) the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(aInventory identified on Schedule 3.5(a) shall not be a condition precedent (to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable extent still held in inventory at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment “Specified Inventory”) shall be made subsequent valued at zero cost for purposes of calculating Closing Net Asset Value and the calculation of Closing Net Asset Value shall include no reserve or accrual with respect to such Specified Inventory and, notwithstanding anything to the contrary in this Agreement, other than pursuant to Section 4.13(b), Seller makes no representation or warranty whatsoever with respect to such Specified Inventory and (ii) Closing Net Asset Value shall not include any reserve or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except accrual with respect to any item Excluded Liability or any liability or obligation for which is Seller has agreed to provide indemnification to Buyer under this Agreement. Buyer shall cause Suplementos Solgar and Buyer’s Affiliates and their respective employees to assist Seller (without reimbursement or compensation from Seller for such assistance) in the preparation of the Closing Statement and shall provide Seller and its independent auditors access, upon reasonable advance notice and at all reasonable times, to the personnel, properties and Books and Records relating to the Business for such purpose, all in a manner that does not reasonably determinable within such time frame, unreasonably interfere with the operations of the business of Buyer and its Affiliates. Buyer and Seller agree not to attempt to influence Employees as to which the time frame shall be extended until such item is reasonably determinable) a schedule information provided with respect to the preparation of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveStatement.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1As promptly as practicable, not but no later than 5 Business Days prior to 90 days, after the intended Closing Date, the Buyer Domestic shall in good faith prepare, or cause to be prepared, and shall deliver to Seller will use commercially reasonable efforts to have prepared Parent (i) a proforma balance sheet of the accounting for Business as of the transaction that reflects close of business on the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively Closing Date (the “Draft Preliminary Closing Date Balance Sheet”) and (ii) a statement setting forth its determination of each of (A) the Closing Net Assets and (B) the Closing Santyl Inventory Amount based on such balance sheet (the “Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate set forth (x) Buyer Domestic’s determination of all Closing Net Assets, which shall include only those categories of the prorationsassets and liabilities and line items included in, credits and/or other adjustments to and be made at Closing. On the day prior to Closingin form consistent with, the Seller illustrative statement set forth on Schedule 3.04(a), which statement shows the calculation of Base Net Assets (the “Illustrative Net Assets Statement”) and (y) Buyer Domestic’s determination of Closing Santyl Inventory Amount, which shall be consistent with the amount included in Closing Net Assets in respect of Santyl Inventory. The Preliminary Closing Date Balance Sheet shall be prepared in accordance with GAAP and the Buyer will use commercially reasonable efforts to conduct inventories, examinations determination of Closing Net Assets and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment Santyl Inventory Amount shall be made subsequent to in accordance with GAAP and accounting policies and practices consistent with those used in the preparation of the Illustrative Net Assets Statement. “Closing Net Assets” means, as of the close of business on the Closing or corrected when the charge is finally determined. The Buyer shall deliver Date, (i) total Purchased Assets (including, without duplication, all Santyl Inventory) minus (ii) without duplication total Assumed Liabilities and any amounts reimbursed to the Seller no later than 60 days following Sellers pursuant to Section 10.05, in each case as set forth on the Closing Date Balance Sheet and consistent with the Illustrative Net Assets Statement, determined in accordance with this Section 3.04(a) but, for the avoidance of doubt, excluding all Tax assets and liabilities (except with respect including any provision for deferred Tax assets or liabilities), Intercompany Accounts and accrued salary, bonus, 401(k) match, vacation, medical benefit and other accrued employment expenses relating to any item which is not reasonably determinable within such time framethe three Business Employees identified in the Illustrative Net Assets Statement. “Closing Santyl Inventory Amount” means the net book value of Santyl Inventory owned by Sellers and included in the Purchased Assets, determined as to which of the time frame shall be extended until such item is reasonably determinable) a schedule close of prorations setting forth the Buyer’s determination of prorations not determined at business on the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveDate.

Closing Statement. (a) In connection with the prorations required under SECTION 9.1, not later than 5 The Company shall deliver to Parent at least three (3) Business Days prior to the intended Tentative Closing Date, a statement (the Seller will “Closing Statement”) of the Company’s calculations of its good faith estimates of the Purchase Price (including a good faith estimate of each of the components of Purchase Price Upward Adjustment Amount and Purchase Price Downward Adjustment Amount), Common Stock Merger Consideration and Per Share Merger Consideration, each as of the Tentative Closing Date (assuming consummation of the transactions contemplated by this Agreement). The Company’s Chief Financial Officer shall certify, in his capacity as an officer of the Company and not in his personal capacity, that, to his Knowledge, the Closing Statement is true, accurate and complete as of the Tentative Closing Date. Parent and its accountants shall be permitted reasonable access to review the Company’s books and records and work papers related to the preparation of such Closing Statement. Parent and its accountants may make inquiries of the Company and its Chief Financial Officer and accountants, regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject cause its Chief Financial Officer and accountants to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments cooperate with and respond to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreementinquiries. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at Within two Business Days following delivery of the Closing prove to be incorrectStatement, the adjustment Parent shall be made subsequent deliver written notice (a “Dispute Notice”) to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except Company with respect to any item which is not reasonably determinable within such time frame, disagreement that Parent may have as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as calculations set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter Statement, if any, setting forth in reasonable detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate in good faith to resolve any such disagreements, and the Closing Statement shall be promptly corrected or mademodified if necessary to reflect the resolution of any such disagreements. If Parent and the Company cannot resolve any such disagreements, provided that then the party seeking parties shall engage a mutually agreed upon accounting firm of national standing (the “Special Auditor”) to correct such error or omission or to make such readjustment determine the amount of the Purchase Price (including the components of Purchase Price Upward Adjustment Amount and Purchase Price Downward Adjustment Amount), Common Stock Merger Consideration and/or Per Share Merger Consideration. The Company shall have notified provide the other party of such error or omission or readjustment on or prior Special Auditor with access to the date that is 30 days following relevant financial records and shall assist the receipt from Special Auditor in obtaining confirmations of information relating to the other party calculation of such other party’s proposed adjustment or readjustmentthe Purchase Price (including the components of Purchase Price Upward Adjustment Amount and Purchase Price Downward Adjustment Amount), Common Stock Merger Consideration and/or Per Share Merger. The party owing Special Auditor shall complete its review and shall issue its report, as promptly as possible, but in no event more than five Business Days after engaged, which determination, absent manifest error, shall be binding on the other party any sum pursuant parties, and the Closing Statement shall be modified to any adjustmentreflect such determination by the Special Auditor. If Parent delivers a Dispute Notice, or readjustment or correction under this ARTICLE IX the Closing shall pay such sum to the other party within 15 days not occur (unless otherwise agreed by Parent and Company) until two (2) Business Days after the same has been determined as set forth aboveearlier of the date (i) Parent and Company resolve any Closing Statement disagreements and (ii) the Special Auditor delivers its Closing Statement.

Closing Statement. Within sixty (a60) In connection with days following the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts Buyer shall cause the Surviving Corporation to have prepared prepare and deliver to the Stockholders’ Representative a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively statement (the “Draft Closing Statement”). The Draft Closing Statement shall reflect ) setting forth Surviving Corporation’s calculation of (i) the partiesCompany’s and its Subsidiaries’ good faith estimate of all Net Working Capital as of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits close of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and business on the night date preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except the “Closing Net Working Capital”), (ii) the Company’s and its Subsidiaries’ Cash and Cash Equivalents as of the close of business on the date preceding the Closing Date (“Closing Cash”), (iii) the Indebtedness of the Company and its Subsidiaries as of immediately prior to the Effective Time (“Closing Indebtedness”), and (iv) the Company Transaction Expenses as of immediately prior to the Effective Time (“Closing Company Transaction Expenses”), together with respect reasonable supporting documents to any item which is not reasonably determinable within evidence the calculations of such time frame, as to which the time frame amounts. The Closing Statement shall be extended until such item is reasonably determinable) a schedule prepared in accordance with the definitions of prorations setting forth the Buyer’s determination of prorations not determined at the Closing “Net Working Capital”, “Cash and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations Cash Equivalents”, “Indebtedness”, and “Company Transaction Expenses” as set forth in this ARTICLE IX. Any errors or omissions Agreement and on a basis consistent with the accounting methodologies, practices, estimation techniques, assumptions and principles used in computing adjustments or readjustments at the preparation of the Company’s audited Financial Statements and without giving effect to any changes resulting from the consummation of the Merger on the Closing Date. The process described in this Section 2.5(b) is not intended to permit the introduction of different accounting methodologies, practices, estimation techniques, assumptions and principles to the preparation of the Closing Statement from those used in the Company’s audited Financial Statements, except as may be expressly provided for in the definitions set forth herein. The Stockholders’ Representative shall have thirty (30) days following its receipt of the Closing Statement and the supporting detail (the “Review Period”) to review the same. On or thereafter before the expiration of the Review Period, the Stockholders’ Representative shall deliver to Buyer and Surviving Corporation a written statement accepting or objecting to the Closing Statement (the “Closing Statement Response Notice”). If the Stockholders’ Representative does not deliver a Closing Statement Response Notice to Buyer and Surviving Corporation within the Review Period, the Stockholders’ Representative shall be promptly corrected or made, provided that deemed to have accepted the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveClosing Statement in its entirety.

Closing Statement. Not less than two (a2) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended anticipated Closing Date, the Seller will use commercially reasonable efforts to have prepared Parent shall provide Purchaser with a proforma statement, certified by an executive officer of the accounting for the transaction Parent, that reflects the Sellercontains Parent’s good faith estimate of, and reasonable detail and support for, each of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (i) the Working Capital Adjustment Amount (the “Draft Estimated Working Capital Adjustment Amount”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”), (iii) the Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), and (iv) the Closing Transaction Expense Amount (the “Estimated Transaction Expense Amount”, and such statement, the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (i) Parent’s determination of the Closing Purchase Price based on such estimates and (ii) the account or accounts to which Purchaser shall transfer the Closing Purchase Price and any other amounts to be paid or delivered pursuant to Section 2.3 (and the amount to be transferred to each such account). The Draft Estimated Closing Statement shall reflect be prepared in accordance with the parties’ good faith estimate definitions set forth herein (including the Accounting Principles, as applicable), shall be certified by an executive officer of all Parent and shall be based on the books and records of the prorationsTransferred Entities. Following delivery of the Estimated Closing Statement, credits and/or other adjustments Purchaser and its Representatives shall be permitted to be made at Closing. On reasonably access and reasonably review the day prior books, records and work papers of Parent and its Subsidiaries to Closingthe extent used or relied on in the calculations of the Estimated Working Capital Adjustment Amount, the Seller Estimated Closing Cash Amount, the Estimated Closing Indebtedness Amount, and the Buyer will use commercially Estimated Closing Transaction Expense Amount and Parent shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, reasonably cooperate with and assist Purchaser and its Representatives in connection with such review, upon reasonable efforts to conduct inventories, examinations advance written notice and audits of the Asset as may be necessary to verify and/or make revisions during normal business hours and subject to the Draft Closing Statement based on such audits, examinations execution of customary access letters and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated restrictions caused by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementPandemic Measures. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

Closing Statement. 1. The Seller and the Purchaser shall jointly engage PricewaterhouseCoopers to prepare after Closing a draft statement (the Closing Statement) showing: (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma Working Capital and Capex Spend of the accounting for Business; and (b) the transaction that reflects the Seller’s good faith estimate External Debt, Cash, Inter-Company Non-Trading Debt, Working Capital and Capex Spend of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”)each Target Company. 2. The Draft Closing Statement shall reflect be in the parties’ good faith estimate form set out in Part C of all Exhibit 4 and incorporate separate statements in the form set out in Part D of that Exhibit showing the calculation of the prorationsWorking Capital of each Target Company and the Business. PricewaterhouseCoopers shall deliver the draft Closing Statement to the Seller and the Purchaser within 45 days after Closing. 3. Each party shall notify the other and PricewaterhouseCoopers in writing (an Objection Notice) within 30 days after receipt whether or not it accepts the draft Closing Statement for the purposes of this Agreement. An Objection Notice shall set out in detail the relevant party’s reasons for such non-acceptance and specify the adjustments which, credits and/or other adjustments to in such party’s opinion, should be made at Closingto the draft Closing Statement in order for it to comply with the requirements of this Agreement. On Except for the day prior matters specifically set out in the Objection Notice, the relevant party shall be deemed to Closinghave agreed the draft Closing Statement in full. 4. If any party serves an Objection Notice in accordance with paragraph 4, the Seller and the Buyer will Purchaser shall use commercially all reasonable efforts to conduct inventoriesmeet and discuss the objections of such party and to agree the adjustments (if any) required to be made to the draft Closing Statement, examinations and audits in each case within 15 days after receipt by the other party of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, Objection Notice. 5. If the Seller and the Buyer will use commercially reasonable efforts to make all final Purchaser are satisfied with the draft Closing Statement (either as originally submitted or after adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as agreed between the parties hereto may reasonably require being attached thereto. The Buyer Seller and the Seller acknowledge and agree that Purchaser pursuant to paragraph 4) or if no party gives a valid Objection Notice within the completion of 30-day period referred to in paragraph 4, then the Draft draft Closing Statement pursuant to this SECTION 9.2(a(incorporating any agreed adjustments) shall not be a condition precedent to constitute the obligation of Closing Statement for the Buyer or the Seller to consummate the transactions pursuant to the terms purposes of this Agreement. 6. If the Seller and the Purchaser do not reach agreement within 15 days of receipt by any party of an Objection Notice, then the matters in dispute may be referred (on the application of either the Seller or the Purchaser) for determination by Deloitte & Touche or, if that firm is unable or unwilling to act, by such other independent firm of chartered accountants of international standing as the Seller and the Purchaser shall agree or, failing agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales provided that such firm is qualified to opine on matters relating to US GAAP (the Firm). The Firm shall be requested to make its decision within 10 days (or such later date as the Seller, the Purchaser and the Firm agree in writing) of confirmation and acknowledgement by the Firm of its appointment. The following provisions shall apply once the Firm has been appointed: (a) the Seller and Purchaser shall each prepare a written statement within 15 days of the Firm’s appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other; (b) If following delivery of their respective submissions, the Purchaser and the Seller shall each have the opportunity to comment once only on the other’s submission by written comment delivered to the Firm not later than 10 days after receipt of the other’s submission and, thereafter, neither the Seller nor the Purchaser shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party (unless otherwise directed) 10 days to respond to any items statements or submission so made); (c) in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to be adjusted pursuant the draft Closing Statement in respect of the matters in dispute in order to comply with the requirements of this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at Agreement and to determine finally the Closing prove Statement; (d) the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to be incorrectany other rights which they may respectively have under this Agreement, the adjustment parties expressly waive, to the extent permitted by law, any rights of recourse to the courts they may otherwise have to challenge it. 7. The Seller and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Closing Statement. The fees and expenses of PricewaterhouseCoopers shall be made subsequent borne equally between the Seller and the Purchaser and the fees and expenses of the Firm shall be borne equally between the Seller and the Purchaser or in such other proportions as the Firm shall determine. 8. To enable each of PricewaterhouseCoopers and the Firm to meet their respective obligations under this Schedule 12, the Purchaser shall provide to PricewaterhouseCoopers and the Firm access to the Closing or corrected when books and records, employees and premises of the charge is finally determined. The Buyer shall deliver to Target Companies and, where relevant, of the Seller no later than 60 days following Purchaser for the period from the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that the draft Closing Statement is 30 days following agreed or determined. If any party serves an Objection Notice, each party shall be given reasonable access to PricewaterhouseCoopers’ working papers relating to the receipt from adjustments proposed in the Objection Notice and any other submissions by or on behalf of any party in relation to the Closing Statement. Each party shall cooperate fully with the other party of such other party’s proposed adjustment or readjustment. The party owing and PricewaterhouseCoopers and shall permit the other party any sum pursuant and PricewaterhouseCoopers to any adjustment, or readjustment or correction under this ARTICLE IX take copies (including electronic copies) of the relevant books and records and shall pay such sum provide all assistance reasonably requested by PricewaterhouseCoopers to facilitate the other party within 15 days after preparation of the same Closing Statement. 9. When the Closing Statement has been agreed or determined in accordance with the preceding paragraphs, then the amounts shown in the Closing Statement as set forth abovethe Working Capital, Capex Spend, External Debt, Cash, Inter-Company Non-Trading Debt for each Target Company and the Working Capital, Capex Spend for the Business shall be final and binding for the purposes of this Agreement.

Closing Statement. At least five (a5) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date (the “Closing Statement Delivery Date”), Seller shall cause to be prepared and delivered to Purchaser a written statement that is duly executed by an authorized officer of Seller (the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the “Closing Statement”) setting forth Seller’s good faith estimate of how items subject to proration will be accounted the following, together with reasonable supporting documentation for by crediting or debiting appropriate accounts either pre or post Closing, respectively such estimates: (the a) Working Capital Adjustment Amount (“Draft Closing StatementEstimated Working Capital Adjustment Amount”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement.; (b) If any items the Cash Amount as of the Effective Time (“Estimated Cash”); (c) Indebtedness of the Company Group as of the Effective Time (“Estimated Indebtedness”); (d) Seller Transaction Expenses as of the Effective Time (“Estimated Seller Transaction Expenses”); and (e) the corresponding Adjusted Purchase Price to be paid at the Closing (which, subject to Section 3.4, shall conclusively constitute the adjusted pursuant to this ARTICLE IX are not determinable purchase price at the Closing, or if any such adjustments made absent manifest error). The preparation of the Closing Statement shall be for the purpose of determining the Estimated Working Capital Adjustment Amount, the amounts for Estimated Cash, Estimated Indebtedness and Estimated Seller Transaction Expenses, and the Adjusted Purchase Price to be paid at the Closing. Not less than two (2) Business Days prior to the anticipated Closing prove to be incorrectDate, Purchaser shall notify Seller in the adjustment shall be made subsequent event that it disputes any aspect of the Closing Statement or the calculations therein, and prior to the Closing Date, Purchaser and Seller shall negotiate in good faith to resolve any such dispute (or corrected when the charge is finally determined. The Buyer shall deliver any aspect thereof) and any resolution so mutually agreed in writing by Purchaser and Seller prior to the Seller no later than 60 days following the Closing Date shall be deemed to modify the Closing Statement for purposes of this Agreement; provided, however, that (except with respect i) neither Seller nor Purchaser shall be obligated to agree to any item which is not reasonably determinable within such time frame, as proposed resolution and (ii) no dispute or negotiations related to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments Statement shall delay or condition the occurrence of the Closing or the payment to Seller of the prorations made at Closing that it believes are necessary to complete the prorations as amounts set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveStatement.

Closing Statement. (ai) Within 90 days after the Closing Date, Buyer will prepare and deliver to Seller a statement (the "Closing Statement") setting forth the aggregate amount of (i) the Business-Related Accounts Receivable, the Business-Related Inventory and Assumed Liabilities, in each case as of the close of business on the Closing Date. The amounts set forth on the Closing Statement will be determined in accordance with GAAP utilizing the same accounting methods, practices, policies, procedures, classifications, judgments, estimation methodologies and standards as utilized by Seller in the preparation of its audited consolidated financial statements for the year ended December 31, 2014, except that Business-Related Inventory shall be calculated in accordance with Schedule 4.1(c)(i) for purposes of identifying the usable and non-obsolete inventory acquired by Buyer. The date on which the Statement is delivered to Seller is referred to herein as the "Delivery Date". Seller will cause its employees and the employees of its subsidiaries and Affiliates (including the Seller Subsidiaries) to assist Buyer and its Representatives in the preparation of the Closing Statement, provided such assistance will not interfere with the normal work duties of such employees. Seller will cause Buyer and Buyer's Representatives to be provided with access at all reasonable times, following reasonable notice, to the personnel, properties, books and records of Seller and its subsidiaries and Affiliates (including the Seller Subsidiaries) to the extent required for such purposes. (ii) The Closing Statement will be deemed to be the final, binding and conclusive Closing Statement (the "Final Closing Statement") for all purposes on the 60th day after the Delivery Date unless Seller delivers to Buyer written notice of its disagreement (a "Notice of Disagreement") prior to such date specifying in reasonable detail the nature of Seller's objections to the Closing Statement. Seller hereby waives the right to assert any objection to the Closing Statement that is not asserted in a Notice of Disagreement delivered to Buyer within 60 days after the Delivery Date. If a Notice of Disagreement is delivered to Buyer within such 60 day period, then the Closing Statement (as adjusted, if necessary) will be deemed to be the Final Closing Statement for all purposes on the earlier of (x) the date Buyer and Seller resolve in writing all differences they have with respect to the Closing Statement or (y) the date the disputed matters are resolved in writing by the Arbitrator. In the event that disputed matters are resolved by the Arbitrator (as set forth below in accordance with the terms hereof), the Final Closing Statement will consist of the applicable amounts from the Closing Statement (or amounts otherwise agreed to in writing by Buyer and Seller) as to items that have not been submitted for resolution to the Arbitrator, and the amounts determined by the Arbitrator as to items that were submitted for resolution by the Arbitrator. (iii) During the 30 day period following the delivery of a Notice of Disagreement, Buyer and Seller will seek in good faith to resolve any differences they may have with respect to matters specified in the Notice of Disagreement. If, at the end of such 30 day period, Buyer and Seller have not reached agreement, they will jointly engage a mutually acceptable arbitrator who shall be a member of a recognized accounting firm and shall be independent and impartial (the "Arbitrator") to resolve the matters which remain in dispute with respect to the Closing Statement by arbitration in accordance with the procedures set forth in this Section 4.1(c). In the event Buyer and Seller are unable to agree on the Arbitrator within 7 days after the end of such 30 day period, the parties agree the Arbitrator shall be appointed through the American Arbitration Association’s List and Appointment service. In connection with such engagement of the prorations required under SECTION 9.1Arbitrator, not later than 5 Business Days prior each of Buyer and Seller agrees to execute, if requested by the Arbitrator, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Arbitrator, Buyer or Seller will provide the Arbitrator with a copy of this Agreement, the Closing Statement and the Notice of Disagreement. The Arbitrator will have the authority to request in writing such additional written submissions from either Buyer or Seller as it deems appropriate, provided that a copy of any such submission will be provided to the intended Closing Date, other party at the Seller same time as it is provided to the Arbitrator. Neither party will use commercially make (or permit any of its subsidiaries or Affiliates to make) any additional submission to the Arbitrator except pursuant to such a written request by the Arbitrator. Neither party will communicate (nor permit any of its subsidiaries or Affiliates to communicate) with the Arbitrator without providing the other party a reasonable efforts opportunity to have prepared a proforma participate in such communication with the Arbitrator (other than with respect to written submissions in response to the written request of the accounting for Arbitrator, which shall be simultaneously provided to the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”other party). The Draft Closing Statement shall reflect Arbitrator will have 45 days to review the parties’ good faith estimate of all documents provided to it pursuant to this Section 4.1(c)(iii). Within such 45 day period, the Arbitrator will furnish simultaneously to both parties its written determination with respect to each of the prorations, credits and/or other adjustments in dispute submitted to be made at Closingit for resolution. On The Arbitrator will resolve the day prior to Closing, differences regarding the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and solely on the night preceding information provided to the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated Arbitrator by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this AgreementAgreement (and not independent review). The Arbitrator's authority will be limited to resolving disputes with respect to whether the Closing Statement was prepared in accordance with Section 4.1(c)(i) with respect to the individual items on the Closing Statement in dispute (it being understood that the Arbitrator will have no authority to make any adjustments to any financial statements or amounts other than amounts set forth in the Closing Statement that are in dispute). In resolving any disputed item, the Arbitrator may not assign a value to such item greater than the greatest value for such item asserted by either party or less than the smallest value for such item asserted by either party. (biv) If any items The decision of the Arbitrator will be, for all purposes, conclusive, non appealable, final and binding upon Buyer and Seller. Such decision will be subject to be adjusted specific performance pursuant to this ARTICLE IX are not determinable at the ClosingSection 10.15, or if any such adjustments made at the Closing prove to and judgment may also be incorrect, the adjustment shall be made subsequent entered thereon as an arbitration award pursuant to the Closing or corrected when the charge is finally determinedFederal Arbitration Act, 9 U.S.C. §§1-16, in any court of competent jurisdiction specified in Section 10.12. The fees of the Arbitrator will be borne by Buyer shall deliver and Seller in the same proportion that the dollar amount of disputed items lost by a party bears to the Seller no later than 60 days following total dollar amount in dispute resolved by the Closing Date (except Arbitrator. Each party will bear the fees, costs and expenses of its own accountants and all of its other expenses in connection with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in matters contemplated by this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth aboveSection 4.1(c).