Common use of Determination of the Final Purchase Price Clause in Contracts

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Lux Seller a proposed calculation of the amount of Closing Date Net Working Capital and Closing Date Indebtedness (collectively, the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. (ii) If Lux Seller does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer within sixty (60) days of receiving the Proposed Closing Date Calculations, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital and Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). Items not disputed by Seller in the Purchase Price Dispute Notice shall be final and binding upon the Parties. If Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) day period, Buyer and Seller shall use commercially reasonable efforts to resolve the disputed items during the thirty (30) day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately to Deloitte & Touche LLP (the “Accounting Firm”). The Accounting Firm shall be required to render a determination of the applicable dispute within forty five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent by Seller and 50 percent by Buyer; provided that the fees and expenses of the Accounting Firm shall, upon resolution of the dispute, be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with the Accounting Firm, including customary indemnity and other provisions. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and the Accounting Firm is not entitled to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amount. In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The determination of such Accounting Firm shall be conclusive and binding upon the Parties. Buyer shall revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final Net Working Capital and Final Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). (iii) The Company shall, and shall cause each of its Subsidiaries to, make its financial records available to Seller and its accountants and other representatives at reasonable times during the review by Lux Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations.

Determination of the Final Purchase Price. (i1) As soon as practicable, but no later than sixty ninety (6090) days after the Closing Date, Buyer Parent shall prepare and deliver to Lux Seller a the Equityholder Representative, Parent’s good faith proposed calculation of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Net Working Capital Indebtedness, (D) the amount of Unpaid Transaction Expenses, (E) the Pre-Closing Distributable Earnings and Closing Date Indebtedness (collectivelyF) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to .” Parent shall prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. If Parent fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, at the election of the Equityholder Representative in its sole discretion, either (x) the Actual Adjustment shall be conclusively deemed to equal zero, (y) Parent shall deliver such Proposed Closing Date Calculation(s) within a later time period specified by the Equityholder Representative (it being understood that the last sentence of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails to timely deliver any Proposed Closing Date Calculations) or (z) upon five (5) Business Days advance written notice to Parent, the Equityholder Representative shall retain an independent accounting firm of national reputation to provide an audit or other review of the Group Companies’ books and records, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.8(e), the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Equityholder Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.8(e)(ii). (ii2) If Lux Seller does not The Equityholder Representative shall have thirty (30) days following receipt of the Proposed Closing Date Calculations to review such calculations (the “Review Period”). The Equityholder Representative may, on or prior to the last day of the Review Period, give Parent written notice of dispute any dispute, which sets forth its objections to Parent’s calculation of the Proposed Closing Date Calculations in reasonable detail and provides an alternative calculation of any disputed amounts (a “Purchase Price Dispute Notice”); provided, however, that in the event that Parent does not make available to the Equityholder Representative documents, information or personnel pursuant to Section 2.8(e)(iii) to Buyer within sixty five (605) days of receiving request therefor (or such shorter period as may remain in such thirty (30) day period), such thirty (30) day period shall be extended by one (1) day for each additional day required for Parent to fully respond to such request. Unless the Proposed Closing Date CalculationsEquityholder Representative delivers a Purchase Price Dispute Notice to Parent on or before the last day of the Review Period, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital DOC ID - 32901658.22 30 (and the related final Net Working Capital Adjustment, if any), the final amount of Cash and Cash Equivalents, the final amount of Closing Date Indebtedness, the final amount of Unpaid Transaction Expenses, the final Pre-Closing Distributable Earnings and the final Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). Items not disputed Prior to the end of the Review Period, the Equityholder Representative may accept the Proposed Closing Date Calculations by Seller delivering written notice to that effect to Parent, in which case the Purchase Price Dispute Notice shall and the components thereof will be final and binding upon finally determined to be the Partiesamounts set forth in the Proposed Closing Date Calculations when such notice is given. If Seller gives the Equityholder Representative delivers a Purchase Price Dispute Notice to Buyer within such sixty (60) Parent on or prior to the last day periodof the Review Period, Buyer Parent and Seller the Equityholder Representative shall use commercially reasonable efforts to resolve any disputes set forth in the disputed items Purchase Price Dispute Notice in good faith during the thirty (30) day period commencing on the date Buyer Parent receives the applicable Purchase Price Dispute Notice from Sellerthe Equityholder Representative. If Seller the Equityholder Representative and Buyer Parent do not agree upon a final resolution with respect to any disputed items set forth in the Purchase Price Dispute Notice within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately promptly by Parent and the Equityholder Representative to Deloitte & Touche LLP an independent accounting firm of national reputation mutually acceptable to Parent and the Equityholder Representative (the “Accounting Firm”). Any item not disputed in the Purchase Price Dispute Notice shall be deemed final and binding on the Parties as such amount appears in the last of (x) the Proposed Closing Date Calculations and (y) the Purchase Price Dispute Notice, or as otherwise resolved in writing by the Equityholder Representative and Parent. The Accounting Firm shall be required requested to render a written determination of the applicable dispute (acting as an expert and not as an arbitrator) within forty five thirty (4530) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefortherefor and must be based solely on (A) the definitions and other applicable provisions and exhibits of this Agreement, (B) a single presentation (which shall be limited to the remaining items in dispute) submitted by each of Parent and the Equityholder Representative to the Accounting Firm within fifteen (15) days after the engagement thereof (which the Accounting Firm shall forward to the other Party) and (C) any written responses submitted to the Accounting Firm by Parent or the Equityholder Representative following receipt of each such presentation (which the Accounting Firm shall forward to the other Party), and not on independent review, which such determination shall be conclusive and binding on Parent and the Equityholder Representative. The terms of the appointment and engagement of the Accounting Firm shall be as reasonably agreed upon between Seller the Equityholder Representative and BuyerParent, and any associated engagement fees shall initially be borne 50 percent 50% by Seller and 50 percent by Buyer; provided that the fees and expenses Equityholder Representative (on behalf of the Accounting Firm shallEquityholders) and 50% by Parent; provided, upon resolution of the disputehowever, that such fees shall ultimately be borne by Seller the Equityholder Representative (on behalf of the Equityholders) and Buyer Parent in inverse the same proportion as they may prevail on matters resolved the aggregate amount of the disputed items that is unsuccessfully disputed by each such party (as determined by the Accounting Firm, which proportionate allocations shall also be determined by ) bears to the Accounting Firm at the time the determination total amount of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with disputed items submitted to the Accounting Firm. Except as provided in the preceding sentence, including customary indemnity all other costs and other provisions. The scope of expenses incurred by the disputes to be resolved by Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be limited to whether there were mathematical errors borne by the Party incurring such cost and expense. The Accounting Firm shall resolve each disputed item by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the presentations (and, if applicable, the responses) delivered to the Accounting Firm DOC ID - ▇▇▇▇▇▇▇▇.22 31 pursuant to this Section 2.8(e)(ii). The Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and the Accounting Firm is not entitled to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amount. In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The determination of such Accounting Firm shall be conclusive and binding upon the Parties. Buyer shall revise the Proposed Closing Date Calculations revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii2.8(e)(ii), and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final final Net Working Capital (and Final the related final Net Working Capital Adjustment), the final amount of Cash and Cash Equivalents, the final amount of Closing Date Indebtedness, the final amount of Unpaid Transaction Expenses, the final Pre-Closing Distributable Earnings and the final Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). (iii3) The Company Parent shall, and, from and after the Closing, shall cause each of its Subsidiaries Group Company to, promptly make its each Group Company’s financial records records, supporting documents and work papers and personnel available to Seller the Equityholder Representative and its accountants and other representatives (including the Accounting Firm) at reasonable times during normal business hours during the review by Lux Seller the Equityholder Representative of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations. (4) It is the intent of the Parties to have any final determination of the Purchase Price by the Accounting Firm proceed in an expeditious manner; provided, however, that any deadline or time period contained herein may be extended or modified by the written agreement of the Parties and the Parties agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Section 2.8.

Determination of the Final Purchase Price. (ia) As soon as practicable, reasonably practicable following the Closing Date (but no later than sixty ninety (6090) days after the Closing Date), Buyer shall deliver to Seller a statement (as adjusted in accordance with this Section 2.10(a), the “Closing Statement”) setting forth Buyer’s good faith calculation of Net Working Capital, the Net Working Capital Adjustment Amount and the Indebtedness Amount, in each case, as of the Measurement Time and a calculation of the Purchase Price based thereon, in each case, including reasonably detailed calculations. The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with the definitions set forth in this Agreement and the Accounting Principles. If Buyer does not deliver the Closing Statement to Seller within ninety (90) days after the Closing Date, Buyer shall then (x) Seller may prepare and deliver to Lux the Closing Statement within an additional thirty (30) days thereafter (at Seller’s sole expense) or (y) if Seller a proposed calculation of the amount of does not deliver such Closing Date Net Working Capital and Closing Date Indebtedness (collectivelyStatement within such time period, the “Proposed Estimated Closing Date Calculations”Statement will be deemed to be the final and binding Closing Statement. If Seller elects to prepare the Closing Statement in accordance with the immediately preceding sentence, Buyer shall have the right to review and disagree with the Closing Statement as if it were Seller pursuant to Section 2.10(b)(i) together with reasonable supporting detail and (ii). (b) The following procedures shall apply with respect to the review of the Closing Statement: (i) Seller shall have a period of forty-five (45) days after receipt by Seller of the Closing Statement for its review thereof (the “Review Period”). During the Review Period, Buyer shall provide to Seller and its Representatives reasonable access during normal business hours to all relevant personnel and Representatives of Buyer, books and records (including the Transferred Books and Records), work papers, schedules, memoranda and other documents, in each case, prepared by or on behalf of Buyer or its Representatives in connection with its preparation of the Closing Statement and its and their calculations of the amounts shown in the Closing Statement, and other items reasonably requested by Seller in connection with Seller’s calculations. Buyer agrees to prepare review of the Proposed Closing Date Calculations in a manner consistent Statement and any dispute with the Accounting Principlesrespect thereto as contemplated by this Section 2.10. (ii) If Lux Seller does not give deliver to Buyer a written notice statement describing any objections Seller has to the Closing Statement and Seller’s calculation of dispute (a “the Purchase Price Dispute (including reasonable detail of each item or amount in dispute) (an “Objection Notice”, and each such objection raised in the Objection Notice, an “Objection”) to Buyer within sixty (60) days on or before the final day of receiving the Proposed Closing Date CalculationsReview Period, Lux then Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the have irrevocably accepted such Closing Statement, and such Closing Statement shall be deemed to be final Closing Date Net Working Capital and Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustmentpayment (if any) contemplated by Section 2.10(c). Items Any amount, determination or calculation contained in the Closing Statement and not disputed by Seller in the Purchase Price Dispute a timely delivered Objection Notice shall be final final, conclusive and binding upon on the Parties. For the avoidance of doubt, Seller may provide an Objection Notice and include an Objection on the basis that it has not been provided with adequate information to understand and evaluate the differences between the calculations contained in the Estimated Closing Statement, on the one hand, and the calculations contained in the Closing Statement (and/or Net Working Capital), on the other hand. If Seller gives a Purchase Price Dispute Notice delivers to Buyer within such sixty (60) an Objection Notice on or before the final day periodof the Review Period, then Buyer and Seller shall use commercially reasonable efforts to resolve discuss in good faith the disputed items during matters contained in the Objection Notice within thirty (30) day period commencing on days after ▇▇▇▇▇’s receipt of the date Buyer receives Objection Notice (the applicable Purchase Price Dispute Notice from Seller“Resolution Period”). If ▇▇▇▇▇ and Seller and Buyer do not agree upon reach a final resolution with respect to such matters on or before the final day of the Resolution Period, then the Closing Statement, as modified by such resolution, shall be deemed to be final for purposes of the payment (if any) contemplated by Section 2.10(c). (iii) If such a resolution is not reached on or before the final day of the Resolution Period (or such longer period as Buyer and Seller may mutually agree), then Buyer and Seller shall promptly retain the Accounting Firm to act as an expert and not an arbitrator (including by executing a customary agreement with the Accounting Firm in connection with its engagement) and submit any disputed items unresolved Objections (the “Disputed Items”) to the Accounting Firm for resolution in accordance with this Section 2.10(b)(iii). Any item that is not a Disputed Item shall be deemed final and binding on the Parties. The Accounting Firm will be instructed to (A) make a final determination on an expedited basis (and in any event within such thirty (30) day perioddays after submission of the Disputed Items) with respect to each of the Disputed Items (and only the Disputed Items) that is (1) consistent with the terms of this Agreement and the Accounting Principles, then (2) within the remaining items in dispute shall be submitted immediately range of the respective positions taken by each of Seller and Buyer and (3) based solely on written submissions by ▇▇▇▇▇ and Seller with respect to Deloitte & Touche LLP the Disputed Items (and only the Disputed Items) to the Accounting Firm no later than fifteen (15) days after submission of the Disputed Items to the Accounting Firm; and (B) prepare and deliver to Buyer and Seller a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Disputed Item (the “Accounting Firm’s Report”). The Seller and Buyer shall provide the Accounting Firm shall be required to render a determination with such financial and other relevant information of the applicable dispute within forty five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing Seller and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of Buyer as the Accounting Firm shall be as agreed upon between reasonably request for purposes of making its final determination with respect to the Disputed Items, and Seller and BuyerBuyer shall otherwise reasonably cooperate with the Accounting Firm in connection therewith. All information (including answers to questions from the Accounting Firm) submitted by a Party to the Accounting Firm must be concurrently delivered to the other Party. Neither Buyer nor Seller, nor any of their respective Representatives, will correspond, meet or discuss any substantive matters with the Accounting Firm without Buyer and Seller and their respective Representatives present or copied on any such correspondence, as applicable. Each of Seller and Buyer agrees that, except in the case of fraud or manifest error, (1) the Accounting Firm’s determination with respect to each Disputed Item as reflected in the Accounting Firm’s Report shall be deemed to be final, conclusive, binding and non-appealable, (2) the Closing Statement, as modified by any changes thereto in accordance with the Accounting Firm’s Report, shall be deemed to be final for purposes of the payment (if any) contemplated by Section 2.10(c), (3) the procedures set forth in this Section 2.10 shall be the sole and exclusive remedy with respect to the final determination of the Closing Statement and (4) the Accounting Firm’s determination under this Section 2.10 shall be enforceable, and judgment may be entered thereupon in any associated engagement fees shall initially court having jurisdiction over the Party against which such determination is to be borne 50 percent by enforced. The Parties acknowledge that all discussions related to any Objection are without prejudice communications made in confidence with the intent of attempting to resolve a litigious dispute and are subject to settlement privilege. (iv) Each of Seller and 50 percent by Buyer; provided that Buyer shall (A) pay its own respective costs and expenses incurred in connection with this Section 2.10 and (B) be responsible for the fees and expenses of the Accounting Firm shall, in connection with this Section 2.10 on a pro rata basis based upon resolution the inverse of the dispute, be borne by degree (measured in dollars) to which the Accounting Firm has accepted the respective positions of Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, (which proportionate allocations shall also be determined by the Accounting Firm at and set forth in the time Accounting Firm’s Report). For purposes of clarity, if the Accounting Firm determines that it accepted seventy percent (70%) of the respective position of one Party, that Party shall pay thirty percent (30%) of the fees and expenses of the Accounting Firm and the other Party shall pay the remaining seventy percent (70%) of such fees and expenses. (c) Within three (3) Business Days after the determination of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with the Accounting Firm, including customary indemnity and other provisions. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed Purchase Price in accordance with this Section 2.10 (including by failure to timely deliver an Objection Notice) (the Accounting Principles“Final Purchase Price”): (i) if the Final Purchase Price exceeds the Estimated Purchase Price, and then Buyer shall pay (or cause to be paid) an amount in cash equal to such excess to Seller by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer; or (ii) if the Accounting Firm Final Purchase Price is not entitled less than the Estimated Purchase Price, then Seller shall pay (or cause to make any other determination with respect be paid) an amount in cash equal to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amount. In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The determination absolute value of such Accounting Firm shall be conclusive and binding upon the Parties. shortfall to Buyer shall revise the Proposed Closing Date Calculations as appropriate by wire transfer of immediately available funds to reflect the resolution of any objections thereto pursuant an account designated in writing by Buyer to this Section 2.3(e)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final Net Working Capital and Final Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment)Seller. (iii) The Company shall, and shall cause each of its Subsidiaries to, make its financial records available to Seller and its accountants and other representatives at reasonable times during the review by Lux Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations.

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) 55 days after the Closing Date, Buyer shall prepare and deliver to Lux Seller a Seller, Buyer’s good faith (A) proposed calculation of the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) proposed calculation of the amount of Cash and Cash Equivalents, (C) proposed calculation of the amount of Closing Date Net Working Capital Indebtedness, (D) proposed calculation of the amount of Unpaid Seller Expenses, (E) proposed calculation of the Tax Benefit Amount, and Closing Date Indebtedness (collectivelyF) proposed calculation of the Purchase Price, and, in each case, the components thereof and calculated in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. , and, except with respect to any changes required by an underlying material change in facts or circumstances, Buyer shall not make any changes to the assumptions underlying the Accounting Principles (iiincluding levels of reserves used by the Group Companies with respect thereto). If Buyer fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, Seller shall have the right to retain (at the expense of Buyer) If Lux Seller does not give written notice the Accounting Firm to provide an audit or other review of dispute (a “the Group Companies’ books, review the calculation of the Estimated Purchase Price Dispute Notice”) and make any adjustments necessary thereto consistent with the provisions of this Section 2.4(b), the determination of the Accounting Firm being conclusive and binding on the Parties; provided, however, that Seller reserves any and all other rights granted to it in this Agreement. Within three Business Days of the delivery by Buyer within sixty (60) days of receiving the Proposed Closing Date Calculations, Lux the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital and Closing Date Indebtednessexcess, in each caseif any, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). Items not disputed by Seller in Adjustment Escrow Funds over the difference between (x) the Estimated Purchase Price and (y) the proposed calculation of the Purchase Price Dispute Notice shall be final and binding upon the Parties. If Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) day period, Buyer and Seller shall use commercially reasonable efforts to resolve the disputed items during the thirty (30) day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately to Deloitte & Touche LLP (the “Accounting Firm”). The Accounting Firm shall be required to render a determination of the applicable dispute within forty five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent proposed by Seller and 50 percent by Buyer; provided that the fees and expenses of the Accounting Firm shall, upon resolution of the dispute, be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with the Accounting Firm, including customary indemnity and other provisions. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and the Accounting Firm is not entitled to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amount. In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The determination of such Accounting Firm shall be conclusive and binding upon the Parties. Buyer shall revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final Net Working Capital and Final Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). (iii) The Company shall, and shall cause each of its Subsidiaries to, make its financial records available to Seller and its accountants and other representatives at reasonable times during the review by Lux Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations.

Determination of the Final Purchase Price. (ia) As soon as practicable, but no later than sixty Within forty five (6045) calendar days after the Closing DateClosing, the Buyer shall prepare and deliver to Lux Seller the Sellers a proposed final determination of the Purchase Price, including a final determination of the Working Capital Amount, the Purchase Price Adjustment, the Closing Cash, the Closing Indebtedness and the Transaction Expenses (the “Final Statement”), and further including such schedules and data as may be appropriate to support such determinations. When making such determinations, the Buyer shall use the accounting and financial principles, practices, methodologies and policies historically used by the Sellers (and/or their Affiliates) with respect to the Target Companies and used in the preparation of the example calculation of the amount of Closing Date “Adjusted Net Working Capital Capital” attached hereto as Exhibit 2.2. The Sellers shall be entitled to review any working papers, trial balances and Closing Date Indebtedness (collectivelysimilar materials relating to the Final Statement prepared by the Buyer, and the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect Buyer shall make any Representatives of the Buyer available to Buyer’s calculations. Buyer agrees the Sellers to prepare provide assistance to the Proposed Closing Date Calculations Sellers as may be reasonably requested in a manner consistent connection with the Accounting PrinciplesSellers’ review of the Final Statement. (iib) If Lux Seller does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer within sixty (60) days of receiving the Proposed Closing Date Calculations, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital and Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). Items not disputed by Seller in the Purchase Price Dispute Notice shall be final and binding upon the Parties. If Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) day period, Buyer and Seller shall use commercially reasonable efforts to resolve the disputed items during the thirty (30) day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately to Deloitte & Touche LLP (the “Accounting Firm”). The Accounting Firm shall be required to render a determination of the applicable dispute within forty Within forty-five (45) calendar days after referral receipt of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detailFinal Statement from the Buyer, the basis therefor. The terms Sellers must notify the Buyer of appointment and engagement of any objections to the Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent by Seller and 50 percent by Buyer; provided that the fees and expenses of the Accounting Firm shall, upon resolution of the dispute, be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the ’s determination of the Accounting Firm is rendered on final Purchase Price, including the merits final determinations of the matters submitted. The Parties shall enter into an engagement letter with the Accounting Firm, including customary indemnity and other provisions. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Amount, the Purchase Price Adjustment, the Closing Date Cash, the Closing Indebtedness were performed in accordance with and/or the Accounting PrinciplesTransaction Expenses, and the Accounting Firm is not entitled to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating basis for such amountdisagreements. In connection with the resolution event that the Sellers do not notify the Buyer, within forty-five (45) calendar days after receipt of any disputethe Final Statement, that the Accounting Firm shall Sellers have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The determination of such Accounting Firm shall be conclusive and binding upon the Parties. Buyer shall revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth Final Statement or the Final Net Working Capital and Final Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the Buyer’s determination of the Actual Adjustment). (iii) The Company shallfinal Purchase Price, and shall cause each including the final determinations of its Subsidiaries to, make its financial records available to Seller and its accountants and other representatives at reasonable times during the review by Lux Seller of, and the resolution of any objections with respect toWorking Capital Amount, the Proposed Purchase Price Adjustment, the Closing Date Calculations.Cash, the Closing Indebtedness and/or the Transaction Expenses, then the final Purchase Price, including the Working Capital Amount, the Purchase Price Adjustment, the Closing Cash,

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) days [***] after the Closing Date, Buyer shall prepare and deliver to Lux Seller a Seller, Buyer’s good faith (A) proposed calculation of the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) proposed calculation of the amount of Cash and Cash Equivalents, (C) proposed calculation of the amount of Closing Date Net Working Capital Indebtedness, (D) proposed calculation of the amount of Unpaid Seller Expenses, and Closing Date Indebtedness (collectivelyE) proposed calculation of the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. If Buyer fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, at the election of Seller in its sole discretion, either (i) the Actual Adjustment shall be deemed to equal zero or (ii) Seller may retain an independent accounting firm of national reputation to provide an audit or other review of the Group Companies’ books, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.4(b), the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that Seller reserves any and all other rights granted to it in this Agreement. The associated engagement fees for such independent accounting firm retained by Seller shall initially be borne by Buyer; provided that such fees shall ultimately be borne by Seller and Buyer in the same proportion as the aggregate amount of the disputed items that is unsuccessfully disputed by each such Party (as determined by the independent accounting firm) bears to the total amount of the disputed items submitted to the independent accounting firm. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the independent accounting firm shall be borne by the Party incurring such cost and expense. (ii) If Lux Seller does not shall have [***] following receipt of the Proposed Closing Date Calculations to review such calculations (the “Review Period”). Seller may, on or prior to the last day of the Review Period, give to Buyer written notice of dispute dispute, setting forth in reasonable detail with back-up calculations its objections to Buyer’s calculation of the Proposed Closing Date Calculations or any portion thereof (a “Purchase Price Dispute Notice”) ). Unless Seller delivers a Purchase Price Dispute Notice to Buyer within sixty (60) days on or before the last day of receiving the Proposed Closing Date CalculationsReview Period, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital (and the related Net Working Capital Adjustment, if any), Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses, and the Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). Items not disputed Prior to the end of the Review Period, Seller may accept the Proposed Closing Date Calculations by Seller delivering written notice to that effect to Buyer, in which case the Purchase Price Dispute Notice shall will be final and binding upon the Partiesfinally determined when such notice is given. If Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) on or prior to the last day periodof the Review Period, Buyer and Seller shall use commercially reasonable efforts to resolve any disputes set forth in the disputed items Purchase Price Dispute Notice in good faith during the thirty (30) day period [***] commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items set forth in the Purchase Price Dispute Notice within such thirty (30) day period, [***] then the remaining items in dispute shall may be submitted immediately promptly by Buyer and Seller to Deloitte & Touche LLP an independent accounting firm of national reputation mutually acceptable to Buyer and Seller (the “Accounting Firm”). The Accounting Firm shall be required requested to render a written determination of the applicable dispute (acting as an expert and not as an arbitrator) within forty five (45) days [***] after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefortherefor and must be based solely on (i) the definitions and other applicable provisions of this Agreement, (ii) a single presentation (which presentations shall be limited to the remaining items in dispute set forth in the Proposed Closing Date Calculations and Purchase Price Dispute Notice) submitted by each of Buyer and Seller to the Accounting Firm within [***] after the engagement thereof (which the Accounting Firm shall forward to the other Party) and (iii) one written response submitted to the Accounting Firm within [***] after receipt of each such presentation (which each Party shall forward to the other Party), and not on independent review, which such determination shall be conclusive and binding on Buyer and Seller. Other than as set forth above or as otherwise agreed by the Parties, the Buyer and Seller shall not engage in discussions with, or provide any materials or information to, the Accounting Firm during the determination of the dispute. The terms of appointment and engagement of the Accounting Firm shall be as reasonably agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent by Seller and 50 percent by Buyer[***]; provided that the such fees and expenses of the Accounting Firm shall, upon resolution of the dispute, shall ultimately be borne by Seller and Buyer in inverse the same proportion as they may prevail on matters resolved the aggregate amount of the disputed items that is unsuccessfully disputed by each such Party (as determined by the Accounting Firm, which proportionate allocations shall also be determined by ) bears to the Accounting Firm at the time the determination total amount of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with disputed items submitted to the Accounting Firm. Except as provided in the preceding sentence, including customary indemnity all other costs and other provisions. The scope of expenses incurred by the disputes to be resolved by Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be limited borne by the Party incurring such cost and expense. The Accounting Firm shall only resolve any disputed items, and not any items that are not set forth in the Purchase Price Dispute Notice, and shall resolve each disputed item by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the presentations (and, if applicable, the responses) delivered to whether there were mathematical errors the Accounting Firm pursuant to this Section 2.4(b)(ii) (which, for the avoidance of doubt, shall not be in excess of, nor less than, the items set forth in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and the Accounting Firm is not entitled to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amountPurchase Price Dispute Notice). In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The Such determination of such the Accounting Firm shall be conclusive and binding upon the PartiesParties absent Fraud or manifest error. Buyer shall revise the The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii2.4(b)(ii), and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final final Net Working Capital (and Final the related Net Working Capital Adjustment, if any), Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses, and Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). (iii) The Company Buyer shall, and shall cause each of its Subsidiaries Group Company to, in a manner so as to not interfere with the normal business operations of any Group Company, reasonably promptly after a written request of the Seller, make its those portions of the Group Company’s financial records records, supporting documents and work papers and relevant personnel, in each case, that or who are reasonably necessary for Seller’s review of the Proposed Closing Date Calculations, reasonably available to Seller and its accountants and other representatives (including the Accounting Firm) at reasonable times during business hours during the review by Lux Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations; provided that in no event shall Buyer or any Group Company be required to provide any documents or other information covered by attorney-client privilege, the attorney work product doctrine or other similar protection absent the implementation of appropriate protections to preserve privilege over such documents or information. (iv) Buyer and Seller agree that the procedures set forth in this Section 2.4 for resolving disputes with respect to the Proposed Closing Date Calculations shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit either Party from instituting litigation to enforce any final determination of the Purchase Price by the Accounting Firm pursuant to Section 2.4(b)(ii) in any court of competent jurisdiction in accordance with Section 10.12. Except in the case of Fraud or manifest error, the substance of the Accounting Firm’s determination shall not be subject to review or appeal. It is the intent of the Parties to have any final determination of the Purchase Price by the Accounting Firm proceed in an expeditious manner; however, any deadline or time period contained herein may be extended or modified by the written agreement of the Parties and the Parties agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise is rendered in compliance with the terms of this Section 2.4.

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty seventy-five (6075) days after the Closing Date, Buyer Parent shall prepare and deliver to Lux Seller a the Representative, Parent’s good faith proposed calculation of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Net Working Capital Indebtedness, (D) the amount of Unpaid Seller Expenses and Closing Date Indebtedness (collectivelyE) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions and other applicable provisions of this Agreement. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with . With respect to Buyerany component of the Purchase Price for which Parent proposes an adjustment from the amounts set forth in the Representative’s calculationscalculation of the Estimated Purchase Price, the Proposed Closing Date Calculations shall set forth the amount of such adjustment and a reasonably detailed description of the basis for such adjustment. Buyer Parent agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. , the definitions and other applicable provisions of this Agreement, and Parent shall not make any changes to the assumptions explicitly set forth in the Accounting Principles or the Example Statement of Net Working Capital, as applicable (iiincluding the methodologies for determining reserves and accruals (including accrued expenses and accrued payroll and benefits) used by the Group Companies with respect thereto). If Lux Seller does not give written notice Parent fails to timely deliver any of dispute (a “Purchase Price Dispute Notice”) to Buyer within sixty (60) days of receiving the Proposed Closing Date Calculations, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations in accordance with the foregoing, then the Actual Adjustment shall be deemed to set forth the final Closing Date Net Working Capital and Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). Items not disputed by Seller in the Purchase Price Dispute Notice shall be final and binding upon the Parties. If Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) day period, Buyer and Seller shall use commercially reasonable efforts to resolve the disputed items during the thirty (30) day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately to Deloitte & Touche LLP (the “Accounting Firm”). The Accounting Firm shall be required to render a determination of the applicable dispute within forty five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent by Seller and 50 percent by Buyer; provided that the fees and expenses of the Accounting Firm shall, upon resolution of the dispute, be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with the Accounting Firm, including customary indemnity and other provisions. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and the Accounting Firm is not entitled to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amount. In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The determination of such Accounting Firm shall be conclusive and binding upon the Parties. Buyer shall revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final Net Working Capital and Final Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment)equal zero. (iii) The Company shall, and shall cause each of its Subsidiaries to, make its financial records available to Seller and its accountants and other representatives at reasonable times during the review by Lux Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations.

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) 60 days after the Closing Date, Buyer the Company shall prepare and deliver to Lux Seller a Seller, the Company’s good faith (A) proposed calculation of the Net Financial Position (and the related Net Financial Position Adjustment, if any), (B) proposed calculation of the amount of Closing Date Indebtedness, (C) proposed calculation of the amount of Unpaid Seller Expenses, (D) proposed calculation of the Purchase Price, and, in each case, the supporting calculations of the components thereof in reasonable detail and in a manner consistent with the definitions thereof, (E) proposed calculation of the Transaction Tax Benefit Amount, and (F) an itemized comparative table setting out all sums which are an increase or decrease to the Net Working Capital and Financial Position, Closing Date Indebtedness Indebtedness, Unpaid Seller Expenses and the Purchase Price as compared against the Estimated Purchase Price Calculation and which shall (collectivelyx) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any decision or event occurring on or after the Closing Date. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees and the Company agree to prepare the Proposed Closing Date Calculations in a manner consistent with the definitions hereof (including the Accounting Principles) and the Group Companies’ past practices and Buyer and the Company shall not make any changes to the assumptions underlying the Accounting Principles (including levels of reserves used by the Group Companies with respect thereto). In furtherance of the foregoing, the Parties acknowledge and agree that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. (ii) If Lux Seller does not give written notice of dispute shall have thirty (a “Purchase Price Dispute Notice”) to Buyer within sixty (6030) days following receipt of receiving the Proposed Closing Date Calculations, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital and Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). Items not disputed by Seller in the Purchase Price Dispute Notice shall be final and binding upon the Parties. If Seller gives a Purchase Price Dispute Notice to Buyer within review such sixty (60) day period, Buyer and Seller shall use commercially reasonable efforts to resolve the disputed items during the thirty (30) day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately to Deloitte & Touche LLP calculations (the “Accounting FirmReview Period”). The Accounting Firm shall be required Seller may, on or prior to render a determination the expiration of the applicable dispute within forty five (45) days after referral Review Period, provide to Buyer written notice of the matter to such Accounting Firmdispute, which determination must be in writing and must set forth, in reasonable detail, sets forth its objections to the basis therefor. The terms Company’s calculation of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent by Seller and 50 percent by Buyer; provided that the fees and expenses of the Accounting Firm shall, upon resolution of the dispute, be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with the Accounting Firm, including customary indemnity and other provisions. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and the Accounting Firm is not entitled to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amount. In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The determination of such Accounting Firm shall be conclusive and binding upon the Parties. Buyer shall revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final Net Working Capital and Final Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). (iii) The Company shall, and shall cause each of its Subsidiaries to, make its financial records available to Seller and its accountants and other representatives at reasonable times during the review by Lux Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations.a “

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) 60 days after the Closing Date, Buyer shall prepare and deliver to Lux the Seller a reasonably detailed proposed calculation of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment) and (B) the amount of Closing Date Net Working Capital Cash and Closing Date Indebtedness Cash Equivalents, and in each case, the components thereof and in a manner consistent with the definitions thereof and otherwise in accordance with the terms of this Agreement (collectively, which calculations shall collectively be referred to herein as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect ). If Buyer fails to Buyer’s calculations. Buyer agrees to prepare timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, at the election of the Seller in its sole discretion, either (i) the Actual Adjustment shall be deemed to equal zero or (ii) the Seller shall retain a manner nationally recognized independent accounting firm that is reasonably acceptable to Buyer to provide an audit of the Group Companies’ books, review the calculation of the Net Working Capital (and the related Net Working Capital Adjustment) and the amount of Cash and Cash Equivalents and make any adjustments necessary thereto consistent with the Accounting Principlesprovisions of this Section 2.4(b), the determination of such accounting firm being conclusive and binding on the Parties absent fraud or manifest error. The engagement fees of any such independent accounting firm shall be borne 50% by the Seller and 50% by Buyer. (ii) If Lux The Seller does not shall have 45 days following receipt of the Proposed Closing Date Calculations to review such calculations (the “Review Period”). The Seller may, on or prior to the last day of the Review Period, give to Buyer written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer within sixty (60) days ), which shall specify in reasonable detail those items or amounts in Buyer’s calculation of receiving the Proposed Closing Date Calculations, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed as to set forth which the final Seller disagrees (the “Disputed Items”) and the basis for such disagreement. Prior to the end of the Review Period, the Seller may accept the Proposed Closing Date Net Working Capital and Calculations by delivering written notice to that effect to Buyer, in which case the Proposed Closing Date Indebtedness, in each case, for all purposes hereunder Calculations (including, without limitation, and corresponding Actual Adjustment and Purchase Price calculated on the determination of basis thereof) will become conclusive and binding when such notice is given. Unless the Actual Adjustment). Items not disputed by Seller in the delivers a Purchase Price Dispute Notice to Buyer prior to the expiration of the Review Period, the Seller will be deemed to have accepted and agreed to the Proposed Closing Date Calculations (and corresponding Actual Adjustment and Purchase Price calculated on the basis thereof) and such amounts shall be final become conclusive and binding upon on Buyer and the PartiesSeller. Buyer or Seller, as the case may be, shall within five (5) Business Days of the date of the expiration of the Review Period make the adjustment payment required by Section 2.4(c) _ with respect to such undisputed items. If the Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) on or prior to the last day periodof the Review Period, Buyer and the Seller shall use their respective commercially reasonable efforts to resolve reach agreement on the disputed items Disputed Items set forth in the Purchase Price Dispute Notice in good faith during the thirty (30) -day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from the Seller. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to any discussions related to the Disputed Items between Buyer and the Seller during such 30-day period, including any subsequent disputes arising therefrom. If the Seller and Buyer do not agree upon a final resolution with respect to any disputed items the Disputed Items set forth in the Purchase Price Dispute Notice within such thirty (30) -day period, then the remaining items in dispute Disputed Items shall be submitted immediately by Buyer and the Seller to Deloitte & Touche LLP an independent accounting firm of national reputation mutually acceptable to Buyer and the Seller (the “Accounting Firm”). The Accounting Firm shall be required requested to render a written determination of the applicable dispute Disputed Items (acting as an expert and not as an arbitrator) within forty five (45) 45 days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefortherefor and must be based solely on the definitions and other applicable provisions of this Agreement with respect to the Disputed Items, on a single presentation submitted by each of Buyer and the Seller and on one written response to each such presentation so submitted. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between the Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent 50% by the Seller and 50 percent 50% by Buyer; provided that such fees shall ultimately be borne by each party in the fees and expenses of percentage calculated by dividing (i) the amount that the Accounting Firm shallallocates, upon resolution of the disputeamounts related to the disputed items, to the other party by (ii) the total amount of the total items in dispute as originally submitted to the Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by Seller Buyer and Buyer in inverse proportion as they may prevail on matters resolved 40% of the costs would be borne by the Accounting FirmSeller. Except as provided in the preceding two sentences, which proportionate allocations shall also be determined all other costs and expenses incurred by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter in connection with the Accounting Firm, including customary indemnity and other provisions. The scope of the disputes to be resolved by resolving any dispute hereunder before the Accounting Firm shall be limited borne by the Party incurring such cost and expense. In resolving the Disputed Items, the Accounting Firm shall limit its review to whether there were mathematical errors determining the amount for each Disputed Item in accordance with the standards and definitions in this Agreement and shall resolve each Disputed Item by choosing an amount which is either equal to or in between the amount for each Disputed Item set forth in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and the Accounting Firm is not entitled to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed amount for each Disputed Item set forth in calculating such amountthe Purchase Price Dispute Notice. In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The Such determination of such the Accounting Firm shall be conclusive and binding upon the PartiesParties absent fraud or manifest error. Buyer shall revise the The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii2.4(b)(ii), and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final final Net Working Capital (and Final Closing Date Indebtednessthe related Net Working Capital Adjustment), Cash and Cash Equivalents and Purchase Price resulting therefrom (which shall be equal to the Estimated Purchase Price as adjusted solely to give effect to any differences between Estimated Net Working Capital Adjustment and Net Working Capital Adjustment and Estimated Cash and Cash Equivalents and Cash and Cash Equivalents (in each case fully determined in accordance with this Section 2.4)), in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). (iii) The Company Each of Buyer and the Seller shall, and shall cause each of its their respective Subsidiaries (including, in the case of Buyer, the Group Companies) to, make its their _ respective financial records and all supporting documents and work papers used in preparation or review of the Proposed Closing Date Calculations (provided that the Party (or its representatives) requesting work papers has executed and delivered any non-reliance, release or other agreements required by the accounting firm which has prepared such work papers) and personnel available to Seller the other Party and its accountants and other representatives at reasonable times at any time during Buyer’s preparation of the Proposed Closing Date Calculations or the review by Lux the Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations, as applicable, as well as during the resolution of any audit pursuant to Section 2.4(b)(i) or of any Disputed Items. (iv) Buyer and the Seller agree that the procedures set forth in this Section 2.4 for resolving disputes with respect to the Proposed Closing Date Calculations shall be the sole and exclusive method for resolving any Disputed Items; provided that this provision shall not prohibit either Party from instituting litigation to enforce any final determination of the Net Working Capital and Cash and Cash Equivalents by the Accounting Firm pursuant to Section 2.4(b)(ii) in any court of competent jurisdiction in accordance with Section 10.16. The substance of the Accounting Firm’s determination shall not be subject to review or appeal, absent a showing of fraud or manifest error. It is the intent of the Parties to have any final determination of the Net Working Capital and Cash and Cash Equivalents by the Accounting Firm proceed in an expeditious manner; however, any deadline or time period contained herein may be extended or modified by the written agreement of the Parties and the Parties agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Section 2.4.

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) 55 days after the Closing Date, Buyer shall prepare and deliver to Lux Seller a Seller, Buyer’s good faith (A) proposed calculation of the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) proposed calculation of the amount of Cash and Cash Equivalents, (C) proposed calculation of the amount of Closing Date Net Working Capital Indebtedness, (D) proposed calculation of the amount of Unpaid Seller Expenses, (E) proposed calculation of the Tax Benefit Amount, and Closing Date Indebtedness (collectivelyF) proposed calculation of the Purchase Price, and, in each case, the components thereof and calculated in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles, and, except with respect to any changes required by an underlying material change in facts or circumstances, Buyer shall not make any changes to the assumptions underlying the Accounting Principles (including levels of reserves used by the Group Companies with respect thereto). If Buyer fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, Seller shall have the right to retain (at the expense of Buyer) the Accounting Firm to provide an audit or other review of the Group Companies’ books, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.4(b), the determination of the Accounting Firm being conclusive and binding on the Parties; provided, however, that Seller reserves any and all other rights granted to it in this Agreement. Within three Business Days of the delivery by Buyer of the Proposed Closing Date Calculations, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the excess, if any, of the Adjustment Escrow Funds over the difference between (x) the Estimated Purchase Price and (y) the proposed calculation of the Purchase Price proposed by Buyer in the Proposed Closing Date Calculations. (ii) If Lux Seller does not shall have 30 days following receipt of the Proposed Closing Date Calculations to review such calculations (the “Review Period”). Seller may, on or prior to the last day of the Review Period, give to Buyer written notice of dispute dispute, which sets forth its objections to Buyer’s calculation of the Proposed Closing Date Calculations (a “Purchase Price Dispute Notice”); provided, however, that in the event that Buyer does not make available to Seller documents, information or personnel pursuant to Section 2.4(b)(iii) within five days of request therefor (or such shorter period as may remain in such 30 day period), such 30 day period shall be extended by one day for each additional day required for Buyer to fully respond to such request. Unless Seller delivers a Purchase Price Dispute Notice to Buyer within sixty (60) days on or before the last day of receiving the Proposed Closing Date CalculationsReview Period, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital (and the related Net Working Capital Adjustment, if any), Cash and Cash Equivalents, Tax Benefit Amount, Closing Date Indebtedness, Unpaid Seller Expenses and the Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). Items not disputed Prior to the end of the Review Period, Seller may accept the Proposed Closing Date Calculations by Seller delivering written notice to that effect to Buyer, in which case the Purchase Price Dispute Notice shall will be final and binding upon the Partiesfinally determined when such notice is given. If Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) on or prior to the last day periodof the Review Period, Buyer and Seller shall use commercially reasonable efforts to resolve any disputes set forth in the disputed items Purchase Price Dispute Notice in good faith during the thirty (30) -day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. Any item not specifically disputed in the Purchase Price Dispute Notice shall be deemed final and binding on the Parties (as set forth in the Proposed Closing Date Calculations, the Purchase Price Dispute Notice or as otherwise resolved in writing by Seller and Buyer). The Parties acknowledge and agree that Rule 408 of the Federal Rules of Evidence shall apply to Buyer and Seller during such 30-day period of negotiations and any subsequent dispute arising therefrom. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items set forth in the Purchase Price Dispute Notice within such thirty (30) -day period, then the remaining items in dispute shall be submitted immediately promptly by Buyer and Seller to Deloitte & Touche KPMG LLP or another independent accounting firm of national reputation mutually acceptable to Buyer and Seller (the “Accounting Firm”). Any item not specifically submitted to the Accounting Firm for evaluation shall be deemed final and binding on the Parties (as set forth in the Proposed Closing Date Calculations, the Purchase Price Dispute Notice or as otherwise resolved in writing by Seller and Buyer) and the Parties shall deliver, within three Business Days of the delivery of the dispute notice submitted to the Accounting Firm, joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Seller the excess, if any, of the Adjustment Escrow Funds over the aggregate value of such items submitted to the Accounting Firm; provided, that Seller shall not be deemed to have agreed with any items which are directly or indirectly impacted by the resolution of the items disputed in the Purchase Price Dispute Notice. The Accounting Firm shall be required requested to render a written determination of the applicable dispute (acting as an expert and not as an arbitrator) within forty five (45) 45 days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefortherefor and must be based solely on (i) the definitions and other applicable provisions of this Agreement, (ii) a single presentation (which presentations shall be limited to the remaining items in dispute set forth in the Proposed Closing Date Calculations and Purchase Price Dispute Notice) submitted by each of Buyer and Seller to the Accounting Firm within 15 days after the engagement thereof (which the Accounting Firm shall forward to the other Party) and (iii) one written response submitted to the Accounting Firm within five Business Days after receipt of each such presentation (which the Accounting Firm shall forward to the other Party), and not on independent review, which such determination shall be conclusive and binding on Buyer and Seller. The terms of appointment and engagement of the Accounting Firm shall be as reasonably agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent 50% by Seller and 50 percent 50% by Buyer; provided that the such fees and expenses of the Accounting Firm shall, upon resolution of the dispute, shall ultimately be borne by Seller and Buyer in inverse the same proportion as they may prevail on matters resolved the aggregate amount of the disputed items that is unsuccessfully disputed by each such party (as determined by the Accounting Firm, which proportionate allocations shall also be determined by ) bears to the Accounting Firm at the time the determination total amount of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with disputed items submitted to the Accounting Firm. Except as provided in the preceding sentence, including customary indemnity all other costs and other provisions. The scope of expenses incurred by the disputes to be resolved by Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be limited to whether there were mathematical errors borne by the Party incurring such cost and expense. The Accounting Firm shall resolve each disputed item by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the Proposed Closing Date Calculations or whether presentations (and, if applicable, the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and responses) delivered to the Accounting Firm is not entitled pursuant to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amountthis Section 2.4(b)(ii). In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The Such determination of such the Accounting Firm shall be conclusive and binding upon the PartiesParties absent fraud or manifest error. Buyer shall revise the The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii2.4(b)(ii), and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final final Net Working Capital Capital, Cash and Final Cash Equivalents, Tax Benefit Amount, Closing Date Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). (iii) The Company Buyer shall, and shall cause each of its Subsidiaries Group Company to, promptly make its such Group Company’s financial records records, supporting documents and work papers and personnel available to Seller and its accountants and other representatives (including the Accounting Firm) at reasonable times during the review by Lux Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations; provided that Seller has signed a customary confidentiality and hold harmless agreement relating to access to any such working papers in form and substance reasonably acceptable to the accountants of the Group Companies. (iv) Buyer and Seller agree that the procedures set forth in this Section 2.4 for resolving disputes with respect to the Proposed Closing Date Calculations shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit either Party from instituting litigation to enforce any final determination of the Purchase Price by the Accounting Firm pursuant to Section 2.4(b)(ii) or to compel any Party to submit any dispute arising in connection with this Section 2.4(b) to the Accounting Firm pursuant to and in accordance with the terms and conditions set forth in this Section 2.4(b), in each case, in any court of competent jurisdiction in accordance with Section 9.14. The substance of the Accounting Firm’s determination shall not be subject to review or appeal, absent a showing of fraud or manifest error. It is the intent of the Parties to have any final determination of the Purchase Price by the Accounting Firm proceed in an expeditious manner; provided that any deadline or time period contained herein may be extended or modified by the written agreement of the Parties and the Parties agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Section 2.4.

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) 60 days after the Closing Date, Buyer shall prepare and deliver to Lux Seller a proposed Seller, Buyer’s good faith (A) calculation of the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) calculation of the amount of Cash and Cash Equivalents, (C) calculation of the amount of Closing Date Net Working Capital Indebtedness, (D) calculation of the amount of Unpaid Seller Expenses, and Closing Date Indebtedness (collectivelyE) calculation of the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer ▇▇▇▇▇ agrees to prepare the Proposed Closing Date Calculations in a manner consistent accordance with GAAP using the Accounting Principles, and, except with respect to any changes required by an underlying material change in facts or circumstances, Buyer shall not make any changes to the assumptions underlying the Accounting Principles (including levels of reserves used by the Group Companies with respect thereto). (ii) If Lux Seller does not shall have 30 days following receipt of the Proposed Closing Date Calculations to review such calculations (the “Review Period”). Seller may, on or prior to the last day of the Review Period, give to Buyer written notice of dispute dispute, which sets forth in reasonable detail its objections to Buyer’s calculation of the Proposed Closing Date Calculations (a “Purchase Price Dispute Notice”) ). Unless Seller delivers a Purchase Price Dispute Notice to Buyer within sixty (60) days on or before the last day of receiving the Proposed Closing Date CalculationsReview Period, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital (and the related Net Working Capital Adjustment, if any), Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses and the Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). Items not disputed Prior to the end of the Review Period, Seller may accept the Proposed Closing Date Calculations by Seller delivering written notice to that effect to Buyer, in which case the Purchase Price Dispute Notice shall will be final and binding upon the Partiesfinally determined when such notice is given. If Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) on or prior to the last day periodof the Review Period, Buyer and Seller shall use commercially reasonable efforts to resolve any disputes set forth in the disputed items Purchase Price Dispute Notice in good faith during the thirty (30) -day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to Buyer and Seller during such 30-day period of negotiations and any subsequent dispute arising therefrom. If Seller ▇▇▇▇▇▇ and Buyer do not agree upon a final resolution with respect to any disputed items set forth in the Purchase Price Dispute Notice within such thirty (30) -day period, then the remaining items in dispute shall be submitted immediately promptly by ▇▇▇▇▇ and Seller to Deloitte & Touche LLP an independent accounting firm of national reputation mutually acceptable to Buyer and Seller (the “Accounting Firm”). The Accounting Firm shall be required requested to render a written determination of the applicable dispute (acting as an expert and not as an arbitrator) within forty five (45) 45 days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefortherefor and must be based solely on (i) the definitions and other applicable provisions of this Agreement, (ii) a single presentation (which presentations shall be limited to the remaining items in dispute set forth in the Proposed Closing Date Calculations and Purchase Price Dispute Notice) submitted by each of Buyer and Seller to the Accounting Firm within 15 days after the engagement thereof (which the Accounting Firm shall forward to the other Party) and (iii) one written response submitted to the Accounting Firm within 5 Business Days after receipt of each such presentation (which the Accounting Firm shall forward to the other Party), and not on independent review, which such determination shall be conclusive and binding on Buyer and Seller. The terms of appointment and engagement of the Accounting Firm shall be as reasonably agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent 50% by Seller and 50 percent 50% by Buyer; provided that the such fees and expenses of the Accounting Firm shall, upon resolution of the dispute, shall ultimately be borne by Seller and Buyer in inverse the same proportion as they may prevail on matters resolved the aggregate amount of the disputed items that is unsuccessfully disputed by each such party (as determined by the Accounting Firm, which proportionate allocations shall also be determined by ) bears to the Accounting Firm at the time the determination total amount of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with disputed items submitted to the Accounting Firm. Except as provided in the preceding sentence, including customary indemnity all other costs and other provisions. The scope of expenses incurred by the disputes to be resolved by Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be limited to whether there were mathematical errors borne by the Party incurring such cost and expense. The Accounting Firm shall resolve each disputed item by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the Proposed Closing Date Calculations or whether presentations (and, if applicable, the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and responses) delivered to the Accounting Firm is not entitled pursuant to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amountthis Section 2.4(b)(ii). In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The Such determination of such the Accounting Firm shall be conclusive and binding upon the PartiesParties absent fraud or manifest error. Buyer shall revise the The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii2.4(b)(ii), and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final final Net Working Capital Capital, Cash and Final Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses and Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). (iii) The Company Buyer shall, and shall cause each of its Subsidiaries Group Company to, promptly make its such Group Company’s financial records records, supporting documents and work papers and personnel available to Seller and its accountants and other representatives (including the Accounting Firm) at reasonable times during the review by Lux Seller of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations. (iv) Buyer and Seller agree that the procedures set forth in this Section 2.4 for resolving disputes with respect to the Proposed Closing Date Calculations shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit either Party from instituting litigation to enforce any final determination of the Purchase Price by the Accounting Firm pursuant to Section 2.4(b)(ii) in any court of competent jurisdiction in accordance with Section 10.13. The substance of the Accounting Firm’s determination shall not be subject to review or appeal, absent a showing of fraud or manifest error. It is the intent of the Parties to have any final determination of the Purchase Price by the Accounting Firm proceed in an expeditious manner; however, any deadline or time period contained herein may be extended or modified by the written agreement of the Parties and the Parties agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Section 2.4.

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty ninety (6090) days after following the Closing Date, Buyer shall prepare prepare, or cause to be prepared, and deliver to Lux Seller Seller, a statement setting forth Buyer’s good faith proposed calculation of the amount of Closing Date (A) Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) Cash and Cash Equivalents, (C) Closing Date Indebtedness Indebtedness, (collectivelyD) Unpaid Seller Expenses, (E) the Other Liabilities and (F) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles, and Buyer shall not make any changes to the assumptions underlying the Accounting Principles (including levels of reserves used by the Group Companies with respect thereto). (ii) If Lux Seller does not shall have thirty (30) days following receipt of the Proposed Closing Date Calculations to review such calculations (the “Review Period”). Seller may, on or prior to the last day of the Review Period, give to Buyer a written notice of dispute dispute, which sets forth its objections to Buyer’s calculation of the Proposed Closing Date Calculations (a “Purchase Price Dispute Notice”). To be effective, a Purchase Price Dispute Notice must (x) to Buyer within sixty specify in reasonable detail the nature and amount of any disagreement so asserted (60and an alternative amount for each such disputed item) days and (y) shall include a proposed calculation by Seller of receiving the Proposed Closing Date Calculations in dispute. Any item not specifically disputed by Seller in the Purchase Price Dispute Notice shall be deemed final and binding on the Parties as set forth in the Proposed Closing Date Calculations, Lux . Seller and the other Parties agree that that, unless Seller gives a Purchase Price Dispute Notice to Buyer on or before the last day of the Review Period the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital (and the related Net Working Capital Adjustment, if any), Cash and Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses, the Other Liabilities and the Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). Items not disputed Prior to the end of the Review Period, Seller may accept the Proposed Closing Date Calculations by Seller delivering written notice to that effect to Buyer, in which case the Purchase Price Dispute Notice shall will be final and binding upon the Partiesdeemed to have been finally determined when such notice is given. If Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) on or prior to the last day periodof the Review Period, then Buyer and Seller shall use commercially reasonable efforts to resolve in writing any disputes set forth in the disputed items Purchase Price Dispute Notice during the thirty (30) -day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. During such 30-day consultation period, Buyer shall have full access to the working papers of Seller’s accountants prepared in connection with the Purchase Price Dispute Notice. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items set forth in the Purchase Price Dispute Notice within such thirty (30) -day period, then the remaining items in dispute shall be submitted immediately promptly by Buyer and Seller to Deloitte & Touche KPMG US LLP (the “Accounting Firm”). The Accounting Firm shall be required requested to render a written determination of the applicable dispute (acting as an expert and not as an arbitrator) within forty five (45) 45 days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefortherefor and must be based solely on (i) the definitions and other applicable provisions of this Agreement, (ii) a single presentation (which presentations shall be limited to the remaining items in dispute set forth in the Proposed Closing Date Calculations and Purchase Price Dispute Notice) submitted by each of Buyer and Seller to the Accounting Firm within 15 days after the engagement thereof (which the Accounting Firm shall forward to the other Party) and (iii) one written response submitted to the Accounting Firm within 5 Business Days after receipt of each such presentation (which the Accounting Firm shall forward to the other Party), and not on independent review, which such determination shall be conclusive and binding on Buyer and Seller. The terms of appointment and engagement of the Accounting Firm shall be as reasonably agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent 50% by Seller and 50 percent 50% by Buyer; provided that the such fees and expenses of the Accounting Firm shall, upon resolution of the dispute, shall ultimately be borne by Seller and Buyer in inverse the same proportion as they may prevail on matters resolved the aggregate amount of the disputed items that is unsuccessfully disputed by each such Party (as determined by the Accounting Firm, which proportionate allocations shall also be determined by ) bears to the Accounting Firm at the time the determination total amount of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with disputed items submitted to the Accounting Firm. Except as provided in the preceding sentence, including customary indemnity all other costs and other provisions. The scope of expenses incurred by the disputes to be resolved by Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be limited to whether there were mathematical errors borne by the Party incurring such cost and expense. The Accounting Firm shall resolve each disputed item by choosing a value not in excess of, nor less than, the greatest or lowest value, respectively, set forth in the Proposed Closing Date Calculations or whether presentations (and, if applicable, the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with the Accounting Principles, and responses) delivered to the Accounting Firm is not entitled pursuant to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amountthis Section 2.4(b)(ii). In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The Such determination of such the Accounting Firm shall be conclusive and binding upon the PartiesParties absent fraud or manifest error. Buyer shall revise the The Proposed Closing Date Calculations shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii2.4(b)(ii), and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final final Net Working Capital Capital, Cash and Final Cash Equivalents, Closing Date Indebtedness, Unpaid Seller Expenses, the Other Liabilities and Purchase Price, in each case, for all purposes hereunder (including, without limitation, including the determination of the Actual Adjustment). (iii) The Company During the Review Period, Buyer shall, and shall cause each of its Subsidiaries Group Company to, make its financial records available to Seller and upon reasonable written request of Seller, promptly provide Seller, its accountants and other representatives at (including the Accounting Firm) reasonable times during access to the review by Lux Seller of, Group Company’s working papers and the resolution of any objections with respect to, books and records relating to the Proposed Closing Date Calculations, provided that any such access or furnishing of such information shall be conducted at Seller’s sole expense, during normal business hours under the reasonable supervision of Buyer’s agents and in such a manner as not to interfere in any material respect with the normal operations of Buyer (or any of the Group Companies); and provided, further, that the recipients of such information shall treat all such information as confidential and, to the extent reasonably required by Buyer shall execute and deliver a customary non-disclosure agreement. (iv) Buyer and Seller agree that the procedures set forth in this Section 2.4 for resolving disputes with respect to the Proposed Closing Date Calculations shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit either Party from instituting litigation to enforce any final determination of the Purchase Price pursuant to Section 2.4(b)(ii) in any court of competent jurisdiction in accordance with Section 10.12. The substance of any determination of the Accounting Firm shall not be subject to review or appeal, absent a showing of fraud or manifest error. It is the intent of the Parties to have any final determination of the Purchase Price by the Accounting Firm proceed in an expeditious manner; however, any deadline or time period contained herein may be extended or modified by the written agreement of the Parties and the Parties agree that the failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm which otherwise conforms to the terms of this Section 2.4.

Determination of the Final Purchase Price. (ia) As soon as practicable, but no later than sixty (60) Within 60 calendar days after the Closing DateClosing, Buyer shall prepare and deliver to Lux Seller a proposed final determination of the Purchase Price, including a statement (the “Preliminary Statement”) setting forth in reasonable detail Buyer’s calculation of the amount final Purchase Price (including the Purchase Price Adjustment) and the amounts owed to Seller or Buyer, if any, and as applicable, as a result thereof, together with Buyer’s calculation of Closing Date Net the Working Capital and Closing Date Indebtedness (collectivelyAmount, which such calculation shall be referred to herein as the “Proposed Closing Date CalculationsCalculation”, and further including a detailed listing of the items and amounts included in the calculation of each of the items included in the Purchase Price Adjustment, including the Working Capital Amount used to calculate the Purchase Price Adjustment and such schedules and data as may be appropriate to support such determinations. The Purchase Price, Purchase Price Adjustment and Working Capital Amount shall be calculated in accordance with GAAP. The Preliminary Statement will be prepared in good faith and in accordance with this Agreement and the Books and Records of the Business, and will be accompanied by a certificate of an officer of Buyer certifying that the Preliminary Statement was prepared in accordance with this Section 1.6(a). The Preliminary Statement as finally modified pursuant to this Section 1.6 to become the final statement of the Purchase Price Adjustment is referred to herein as the “Final Statement”. Seller shall be entitled to review any working papers, trial balances and similar materials or such other information as Seller may reasonably request relating to the Preliminary Statement prepared by Buyer, and Buyer shall make any representatives of Buyer available to Seller to provide such assistance to Seller as may be reasonably requested in connection with the Seller’s review of the Preliminary Statement. If Buyer or its representatives take a physical inventory of the Business (or any portion thereof) together with reasonable supporting detail with respect prior to Buyer’s calculationsdelivery of the Preliminary Statement, Buyer or its representatives will adjust, in consultation with Seller, the results of any such physical inventory such that transactions (including transactions such as sales of goods and services, purchases of raw materials and the conversion of inventory into accounts receivable) after the Closing are not reflected in the inventory count. Buyer agrees will notify Seller of such physical inventory (including the date and time of such physical inventory) at least ten Business Days prior to prepare the count and Seller or its representatives will have the option to attend. The valuation of any such physical inventory will be calculated in accordance with GAAP for the purposes of determining the Working Capital Amount. (b) Within 30 calendar days after receipt of the Preliminary Statement from Buyer, Seller must notify Buyer of any objections to the Proposed Closing Date Calculations Calculation and the basis for such disagreements. In the event that Seller does not notify Buyer within such time period that Seller has any objections to such Preliminary Statement or the Proposed Closing Date Calculation, then the Proposed Closing Date Calculation as set forth in a manner consistent with the Preliminary Statement shall be final hereunder, and the Preliminary Statement will become the Final Statement on the 31st day following ▇▇▇▇▇’s delivery of the Preliminary Statement to Seller. In the event that ▇▇▇▇▇▇ notifies Buyer within 30 calendar days after receipt of the Preliminary Statement that Seller has any such objection, then Buyer and Seller shall use their good faith efforts to attempt to resolve such disputed items. In the event Buyer and Seller are unable to resolve such disputed items within 30 calendar days after receipt by Buyer of Seller’s notice of dispute, such disputed items shall be referred to BDO USA LLP (the “Independent Accounting Principles. Firm”) to resolve such disputed items; provided, however, that: (i) the scope of the Independent Accounting Firm’s engagement shall be limited to the resolution of the disputed items described in Seller’s notice of dispute and the redetermination, if any, of the Proposed Closing Date Calculation, and not pursuant to any independent review; and (ii) If Lux Seller does not give written notice the determinations of dispute (a “Purchase Price Dispute Notice”) the Independent Accounting Firm as finally determined shall be no more favorable to Buyer within sixty (60) days than the determinations of receiving Buyer as set forth in the Preliminary Statement and the Proposed Closing Date Calculations, Lux and shall be no more favorable to Seller and than the other Parties agree that determinations of Seller as set forth in Seller’s objection to the Preliminary Statement and/or the Proposed Closing Date Calculations Calculation. When making such determinations, the Independent Accounting Firm shall base its determination solely on the definitions and other applicable provisions of this Agreement (and not on independent review) and GAAP. The determinations of the Independent Accounting Firm shall be deemed to set forth the final Closing Date Net Working Capital made as promptly as possible and Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). Items not disputed by Seller in the Purchase Price Dispute Notice shall be final and binding upon the PartiesParties and may be enforced by a court of competent jurisdiction in the same manner as though determined and rendered in binding arbitration notwithstanding that the Independent Accounting Firm is acting as an expert and not as an arbitrator. If Seller gives Each Party shall be permitted to submit such data and information to the Independent Accounting Firm as such Party deems appropriate (with a copy to the other Party) provided that there shall be no ex parte communications between any Party and the Independent Accounting Firm. The expenses and fees of the Independent Accounting Firm shall be paid by ▇▇▇▇▇, on the one hand, and Seller, on the other hand, in proportion to the amounts by which their aggregate positions set forth in the Preliminary Statement and the Proposed Closing Date Calculation (with respect to Buyer) and Seller’s objection to the Preliminary Statement and/or the Proposed Closing Date Calculation (with respect to Seller), respectively, differ from the Independent Accounting Firm’s final aggregate determination. (c) Each Party shall, and shall cause its representatives to, reasonably cooperate with the Independent Accounting Firm and make their respective records, accounting personnel and advisors available to the Independent Accounting Firm (if requested) at reasonable times during the resolution of any disputes with respect to determining the final Purchase Price Dispute Notice (including the Purchase Price Adjustment) and the Working Capital Amount, subject to entering into one or more confidentiality agreements reasonably acceptable to the Independent Accounting Firm, Seller and Buyer. (d) The Purchase Price (including the Purchase Price Adjustment) and the Working Capital Amount as finally agreed by the Parties or as determined by the Independent Accounting Firm as described in this Section 1.6 shall be final for all purposes of this Agreement. (e) Once the final Purchase Price and the final Working Capital Amount are determined in accordance with this Section 1.6, the following shall occur: (i) If the final Purchase Price as determined in accordance with this Section 1.6 exceeds the Estimated Purchase Price, then, within five Business Days following such determination of the final Purchase Price (the “Final Determination Date”), Buyer within shall pay the amount of such sixty (60) day periodexcess to Seller by wire transfer of immediately available funds to a bank account designated in writing by Seller. Within five Business Days after the Final Determination Date, Buyer and Seller shall use commercially reasonable efforts deliver joint written instructions to resolve the disputed items during Escrow Agent instructing the thirty Escrow Agent to release to Seller the Adjustment Escrow Amount. (30ii) day period commencing on If the date Buyer receives the applicable final Purchase Price Dispute Notice from Seller. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately to Deloitte & Touche LLP (the “Accounting Firm”). The Accounting Firm shall be required to render a determination of the applicable dispute within forty five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent by Seller and 50 percent by Buyer; provided that the fees and expenses of the Accounting Firm shall, upon resolution of the dispute, be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with the Accounting Firm, including customary indemnity and other provisions. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed in accordance with this Section 1.6 is less than the Accounting PrinciplesEstimated Purchase Price (the difference between the two, the “Adjustment Amount”), then, within five Business Days following the Final Determination Date, Buyer and Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to (1) Buyer the Adjustment Amount from the Adjustment Escrow Amount (and to the extent the Adjustment Escrow Amount is insufficient, from the Indemnity Escrow Amount), and the Accounting Firm is not entitled to make (2) Seller any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amount. In connection with the resolution of any dispute, the Accounting Firm shall have access to all documents, records, work papers, facilities and personnel necessary to make its determination. The determination of such Accounting Firm shall be conclusive and binding upon the Parties. Buyer shall revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final Net Working Capital and Final Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination remaining portion of the Actual Adjustment). (iii) The Company shall, and shall cause each of its Subsidiaries to, make its financial records available Adjustment Escrow Amount equal to Seller and its accountants and other representatives at reasonable times during the review by Lux Seller of, difference between the Adjustment Escrow Amount and the resolution of any objections with respect to, the Proposed Closing Date CalculationsAdjustment Amount.

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) 90 days after the Closing Date, Buyer Parent shall prepare and deliver to Lux Seller the Representative (A) a proposed calculation of the Net Working Capital, (B) a proposed calculation of the amount of Cash and Cash Equivalents, (C) a proposed calculation of the amount of Closing Date Net Working Capital Funded Indebtedness, (D) a proposed calculation of the amount of Company Expenses and Closing Date Indebtedness (collectivelyE) a proposed calculation of the Purchase Price, and, in the case of each of (A) through (E), the components thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to prepare The Proposed Closing Date Calculations shall be accompanied by a certificate signed by an authorized officer of Parent certifying that the information set forth in the Proposed Closing Date Calculations was calculated in good faith in accordance with this Agreement. Notwithstanding anything to the contrary set forth herein, if Parent fails to timely deliver any of the Proposed Closing Date Calculations, then, at the election of the Representative, either: (x) the Actual Adjustment shall be deemed to equal zero; or (y) the Representative shall retain a manner nationally or regionally recognized independent accounting firm to review the calculation of the amount of Net Working Capital, Cash and Cash Equivalents, Closing Date Funded Indebtedness and Company Expenses used for the Estimated Purchase Price Calculations and make any adjustments necessary thereto to make such amounts consistent with the Accounting Principlesprovisions of this Section 2.9(b) (provided that such accounting firm may only make adjustments based on noncompliance with the standards set forth in this Agreement for the determination of the Purchase Price), the determination of such accounting firm being conclusive and binding on the Parties. In the event of such failure to timely deliver the Proposed Closing Date Calculations, the Surviving Entity shall, and shall cause each of its Subsidiaries to, make its financial records reasonably available to such accounting firm in connection with its services and all fees and expenses of such accounting firm shall be paid by Parent. (ii) If Lux Seller the Representative does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer Parent within sixty (60) 30 days of receiving the Proposed Closing Date Calculations, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Net Working Capital, Cash and Cash Equivalents, Closing Date Net Working Capital Funded Indebtedness, Company Expenses and Closing Date IndebtednessPurchase Price, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment); provided, however, that (A) in the event that Parent does not provide any materials reasonably requested by Representative within five days of request therefor (or such shorter period as may remain in such 30-day period) in accordance with Section 2.9(b)(iv), such 30-day period shall be extended by one day for each additional day required for Parent to fully respond to such request, and (B) the Purchase Price Dispute Notice may include only objections based on (x) noncompliance with the standards set forth in this Section 2.9(b) for the preparation of the Proposed Closing Date Calculations or (y) mathematical errors in the calculation of the Proposed Closing Date Calculations. Items not disputed The Purchase Price Dispute Notice shall be accompanied by Seller a certificate signed by the Representative certifying that the information set forth in the Purchase Price Dispute Notice shall be final and binding upon the Partieswas calculated in good faith in accordance with this Agreement. If Seller the Representative gives a Purchase Price Dispute Notice to Buyer Parent (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute and all other items and amounts not so disputed shall be deemed final) within such sixty (60) 30-day period, Buyer Parent and Seller the Representative shall use commercially reasonable efforts to resolve the disputed items dispute during the thirty (30) -day period commencing on the date Buyer Parent receives the applicable Purchase Price Dispute Notice from Sellerthe Representative and all such discussions related thereto shall (unless otherwise agreed by Parent and the Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Seller the Representative and Buyer Parent do not agree upon a final resolution with respect to any such disputed items within such thirty (30) -day period, then the remaining items in dispute shall be submitted immediately to Deloitte & Touche LLP an independent accounting firm mutually acceptable to Parent and the Representative. If Parent and the Representative are unable to agree on the choice of an accounting firm within ten Business Days after the expiration of the aforementioned 30-day period, then Parent and the Representative shall select a nationally-recognized independent accounting firm by lot (after excluding their respective regularly used accounting firms). Any accounting firm so agreed to or selected (the “Accounting Firm”). The Accounting Firm ) shall be required to render a determination of the applicable dispute within forty five (45) 45 days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor; provided that the Accounting Firm may (i) only consider those items and amounts as to which the Representative and Parent have disagreed within the time periods and on the terms specified above and (ii) only make adjustments based on noncompliance with the standards set forth in this Agreement for the determination of the Purchase Price. The determination made by the Accounting Firm with respect to the remaining disputed items shall not exceed or be less than the amounts proposed by the Representative and Parent, as the case may be. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller the Representative and BuyerParent, and any associated engagement fees shall initially be borne 50 percent 50% by Seller the Representative and 50 percent 50% by BuyerParent; provided that the such fees and expenses of the Accounting Firm shall, upon resolution of the dispute, shall ultimately be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The Parties shall enter into an engagement letter with the Accounting Firm, including customary indemnity and other provisions. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Proposed Closing Date Calculations or whether the calculations of Closing Date Net Working Capital and Closing Date Indebtedness were performed allocated in accordance with the Accounting Principles, and the Section 2.9(b)(iii). The fees of such Accounting Firm is allocable to the Representative shall not entitled to make any other determination with respect to Closing Date Net Working Capital, including any determination as to whether IFRS was properly followed in calculating such amount. In connection with be the resolution personal obligations of any dispute, the Accounting Firm Representative and shall have access to all documents, records, work papers, facilities and personnel necessary to make its determinationbe paid by the Representative (on behalf of the Company Equityholders) from the Representative Expense Fund. The determination of such Accounting Firm shall be conclusive and binding upon the Partiesfor all purposes of this Agreement. Buyer Parent shall revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii2.9(b)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final final Net Working Capital Capital, Cash and Final Cash Equivalents, Closing Date Funded Indebtedness, Company Expenses and Purchase Price, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). (iii) In the event the Representative and Parent submit any unresolved objections to the Accounting Firm for resolution as provided in Section 2.9(b)(ii), the responsibility for the fees and expenses of the Accounting Firm shall be as follows: (A) if the Accounting Firm resolves all of the remaining objections in favor of Parent’s position (the Purchase Price so determined is referred to herein as the “Low Value”), then all of the fees and expenses of the Accounting Firm shall be paid by the Representative from the Representative Expense Fund and the Representative shall deliver written instructions to the Escrow Agent to make such payment; (B) if the Accounting Firm resolves all of the remaining objections in favor of the Representative’s position (the Purchase Price so determined is referred to herein as the “High Value”), then Parent shall be responsible for all of the fees and expenses of the Accounting Firm; and (C) if the Accounting Firm neither resolves all of the remaining objections in favor of Parent’s position nor resolves all of the remaining objections in favor of the Representative’s position (the Purchase Price so determined is referred to herein as the “Actual Value”), then that fraction of the fees and expenses of the Accounting Firm equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value shall be paid by the Representative from the Representative Expense Fund and the Representative shall deliver written instructions to the Escrow Agent to make such payment, and Parent shall be responsible for the remainder of the fees and expenses of the Accounting Firm. (iv) The Company Surviving Entity shall, and shall cause each of its Subsidiaries Group Company to, make its financial records available to Seller the Representative and its accountants and other representatives at reasonable times times, upon reasonable advance notice, during the review by Lux Seller the Representative of, and the resolution of any objections with respect to, the Proposed Closing Date Calculations.