Common use of Post-Closing Adjustment to Purchase Price Clause in Contracts

Post-Closing Adjustment to Purchase Price. Within thirty (30) days after the Closing Date, Seller shall deliver to Purchaser an unaudited Balance Sheet Report and an income statement of the Business, prepared as of the Effective Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.

Post-Closing Adjustment to Purchase Price. Within thirty (30a) As soon as practical, but in any event within 60 days after the Closing Date, Seller KPMG Peat Marwick, at the direction of the Selling Entities, shall prepare and deliver to Purchaser the Buyer (i) an unaudited Balance Sheet Report and an income audited statement of the Business, prepared net assets sold of Gedco (excluding Fun `N Wheels) as of the Effective Closing Date prepared pursuant to the terms of this Agreement in accordance with Statement on Auditing Standards No. 77, "Special Reports" (the "Closing Statement") and (ii) audited financial statements consisting of the balance sheet of Gedco (excluding Fun `N Wheels) as of December 31, 1997 and the related statements of income and cash flow for the year then ended (the "1997 Financial Statements" and together with the Closing Statement, the "Post-Closing Financial StatementsFinancials"), which . The Post-Closing Financials shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and proceduresGAAP, consistently applied, using the same methods and certified as true, complete and correct by Seller, ▇▇criteria employed in connection with the preparation of the Audited Financial Statements. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on All expenses incurred in connection with the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice preparation of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements Financials shall be the responsibility of the Selling Entities. (b) The Post-Closing Financials shall become final and binding upon the Parties on parties unless within 30 days following their submittal to the earlier to occur of: Buyer, the Buyer notifies the Selling Entities of its objections thereto (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below"Objection Notice"). During If the 10-day period following the delivery of a Notice of DisagreementBuyer delivers an Objection Notice, the Parties Selling Entities and the Buyer shall seek negotiate in good faith to resolve in writing any differences which they may have with respect objections ("Objections to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial StatementsFinancials"). If any Objections to the Post-Closing Financials have not been resolved within 30 days of the receipt of an Objection Notice, the Objections to the Post-Closing Financials shall be resolved by a Certified Independent Accounting Firm selected by the Selling Entities and the Notice Buyer. If the Selling Entities and the Buyer cannot agree on the choice of Disagreementsuch accounting firm, the Selling Entities and the Buyer shall meet and at such meeting the Buyer shall choose the Certified Independent Accounting Firm by randomly selecting a piece of paper from a container holding one piece of paper for each firm within the eligible group of Certified Independent Accounting Firms; provided, however, that the name of any Certified Independent Accounting Firm then engaged by the Selling Entities or the Buyer shall not be included in the container. The decision of the Certified Independent Accounting Firm and the resulting Post-Closing Financials shall be submittedfinal, within five binding and not subject to any appeal. The Selling Entities and the Buyer shall pay any expenses relating to the engagement of any Certified Independent Accounting Firm, allocated between the Selling Entities and the Buyer so that the Buyer's share of such costs shall be in the same proportion that the aggregate amount of the disputed amounts submitted to such accounting firm that are unsuccessfully disputed by the Buyer (5as finally determined by such accounting firm) bears to the total amount of such disputed amounts so submitted to such accounting firm. (c) Within 15 days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices final determination of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To Financials, the extent that Escrow Agent shall pay to the net worth Buyer a portion of Sellerthe Escrow Funds, up to a maximum of $250,000 as set forth in the Final Escrow Agreement, that is equal, in aggregate, to (i) the amount, if any, by which Working Capital on the Closing Statement is less than $175,000, and (ii) the amount, if any, equal to the product of the Percent Shortfall and $2,600,000. (d) Nothing in this Section 2.9 shall preclude any party from exercising, or shall adversely affect or otherwise limit in any respect the exercise of, any right or remedy available to it hereunder or otherwise for any misrepresentation or breach of warranty hereunder, but neither the Buyer nor the Selling Entities shall have any right to dispute the Post-Closing Financial Statements, is less than Financials or greater than Twentyany portion thereof once the Post-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease Closing Financials have been determined conclusively in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseaccordance with Section 2.9(b) hereof.

Post-Closing Adjustment to Purchase Price. Within thirty forty-five (3045) days after the Closing Date, Seller Synergistic Enterprises and Synergistic Partners shall deliver to Purchaser INVATEC an unaudited Balance Sheet Report balance sheet and an income statement of the Acquired Business, prepared as of the Effective Closing Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and proceduresgenerally accepted accounting principles, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ Synergistic Enterprises and ▇▇. ▇▇▇▇▇▇Synergistic Partners. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser INVATEC unless Purchaser INVATEC furnishes written notice of PurchaserINVATEC's disagreement ("Notice of Disagreement") to Seller Synergistic Enterprises prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser INVATEC to Seller Synergistic Enterprises in accordance with this SECTION 7.2Paragraph 5, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below)Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") Accounting Firm for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all All proceedings conducted by the Arbitrator Accounting Firm shall be conducted at the offices of the Arbitrator Accounting Firm in San FranciscoPittsburgh, CaliforniaPennsylvania. The Arbitrator Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the ArbitratorAccounting Firm. The cost of any arbitration proceeding (including the fees of the Arbitrator Accounting Firm but excluding the fees and disbursements of each partyParty's independent auditors and counsel) pursuant to this SECTION 7.2 Paragraph 5 shall be borne one-half by Purchaser INVATEC and one-half half, jointly and severally, by SellerSynergistic Enterprises and Synergistic Partners. The fees and disbursements of SellerStockholders' and Synergistic Partners' independent auditors and counsel incurred in connection with this Paragraph 5 shall be borne by Stockholders and Synergistic Partners, and the fees and disbursements of INVATEC's independent auditors and counsel incurred in connection with this SECTION 7.2 Paragraph 5 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by PurchaserINVATEC. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To ." Synergistic Enterprises and Synergistic Partners hereby agree, jointly and severally, to pay to INVATEC within five business days of delivery of the extent that Final Post-Closing Financial Statements to INVATEC and to Stockholders, an aggregate amount equal to the net worth amount, if any, by which Two Million Four Hundred Sixty-Nine Thousand Two Hundred Ninety-One Dollars ($2,469,291) exceeds the Working Capital of Sellerthe Company, as set forth in the Final Post-Closing Financial Statements. Conversely, is less than INVATEC hereby agrees to pay to each Stockholder, within five business days of delivery of the Final Post-Closing Financial Statements to INVATEC and to Stockholders, an amount equal to his or greater than Twentyits Pro Rata Share of the amount, if any, by which the Working Capital of the Company exceeds Two Million Four Hundred Sixty-Seven Nine Thousand Two Hundred TwentyNinety-Four One Dollars ($27,2242,469,291), then as set forth in the Purchase Price Final Post-Closing Financial Statements. Determinations hereunder shall be decreased by consistent with the amount of any deficiencymethodology reflected in Schedules I, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to PurchaserII, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseIII and IV.

Post-Closing Adjustment to Purchase Price. Within thirty (30a) Not more than ninety (90) days after the Closing Date, Seller Buyer shall prepare and deliver to Purchaser an unaudited Balance Sheet Report and an income Sellers a statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the actual amount of each of the Business, prepared elements of the Purchase Price in accordance with Section 1.5 as of the Effective Time, including the Purchased Working Capital, calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Part 2 of Exhibit C, the Prorated Payments, Apportioned Taxes, Transfer Taxes, and Assumed Liabilities; (ii) the amount, if any, of the Cure Costs finally determined and paid (or payable) by Buyer after the Closing Date with respect to one or more Omitted Contracts assumed by the Buyer following the Closing pursuant to Section 1.5(c)(ii) (the "“Post-Closing Financial Statements"Cure Costs”); and (iii) the Purchase Price in accordance with Section 1.5. If Buyer does not deliver the Closing Statement to Sellers within ninety (90) days after the Closing Date, then, at the election of Sellers (acting in their sole discretion), which shall either (A) Sellers may prepare and present the Closing Statement to Buyer within an additional thirty (30) days thereafter or (B) Sellers may notify Buyer that the Estimated Closing Statement will be true, complete and correct deemed to be the final Closing Statement in all respects and prepared accordance with this Section 1.9(a). If Sellers elect to prepare the Closing Statement in accordance with the Company's historical policies immediately preceding sentence, then all subsequent references in Section 1.9(b) and procedures(c) to Buyer, consistently appliedon the one hand, and certified as trueSellers, complete on the other hand, will be deemed to be references to Sellers, on the one hand, and correct Buyer, on the other hand, respectively. The Closing Statement shall become Final and Binding on the Final Resolution Date. Any amounts owed by Sellerany Seller or Seller Party pursuant to Section 1.9 shall constitute administrative priority claims against any Sellers’ or Seller Parties’ estate under Sections 503(b) and 507(a)(1) of the Bankruptcy Code. (b) During the thirty (30) days after delivery of the Closing Statement, Buyer will provide Sellers and their accountants reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any of Buyer’s accountants’ work papers related to the calculation of amounts in the Closing Statement (subject to the execution of any access letters that such accountants may reasonably require in connection with the review of such work papers), and (ii) to the employees and other Representatives of Buyer who were responsible for the preparation of the Closing Statement to respond to questions relating to the preparation of the Closing Statement and the calculation of the items thereon, in each case solely to allow Sellers to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. Any information shared with Sellers or their accountants will be subject to Section 5.14, and Buyer shall not have any obligation to provide information or access to information, materials or Persons if doing so could reasonably be expected to result in the waiver of any attorney-client privilege or the disclosure of any Trade Secrets or violate any Law or the terms of any applicable Contract to which Buyer or any of its Affiliates is a party. If Sellers disagree with any of Buyer’s calculations set forth in the Closing Statement, Sellers may, within thirty (30) days after delivery of the Closing Statement, deliver a written notice of their disagreement (a “Post-Closing Notice of Disagreement”) to Buyer disagreeing with such calculations; provided, however, that such Post-Closing Notice of Disagreement shall include only objections based on whether (A) the amounts set forth on the Closing Statement were prepared in a manner consistent with the provisions of this Agreement or (B) there were mathematical errors in the computation of any amount set forth on the Closing Statement. Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Sellers disagree, and shall set forth Sellers’ calculation, based on such objections, of the Purchased Working Capital, and the Purchase Price resulting therefrom. To the extent not set forth in such Post-Closing Notice of Disagreement, Sellers shall be deemed to have agreed with ▇▇▇▇▇’s calculation of all items and amounts contained in the Closing Statement. If Buyer does not receive a Post-Closing Notice of Disagreement from Sellers within such thirty (30) day period, then the amounts set forth in the Closing Statement shall become Final and Binding. (c) If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the thirtieth (30th) day following Buyer’s delivery of the Closing Statement, then Buyer and Sellers shall, during the fifteen (15) days following Buyer’s receipt of such Post-Closing Notice of Disagreement, seek to resolve any differences that they may have with respect to the matters specified in such Post-Closing Notice of Disagreement; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between ▇▇▇▇▇ and ▇▇▇▇▇▇▇. If Buyer and Sellers are not able to resolve their differences during such fifteen (15)-day period, then at the end of such period, Buyer and Sellers shall promptly mutually engage and submit for Final and Binding resolution any and all matters related to such Post-Closing Notice of Disagreement that remain in dispute to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and LLP, or if ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ LLP is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). These Post-Closing Financial Statements Each of Buyer and Sellers shall become final make readily available to the Accounting Firm all relevant financial books and binding on records, including any accountants’ work papers (subject to the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature execution of any disagreement so asserted. If a Notice access letters that such accountants may require in connection with the review of Disagreement is sent by Purchaser such work papers) relating to Seller in accordance with this SECTION 7.2, then the Closing Statement or the Post-Closing Financial Statements Notice of Disagreement. Buyer and Sellers shall become final enter into a customary engagement letter with the Accounting Firm, which engagement letter shall explicitly provide that, in resolving the amounts in dispute, the Accounting Firm shall (i) consider only those items or amounts disputed by the applicable Seller in the Post-Closing Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by the applicable Seller, on the one hand, or Buyer or its designated Affiliates, on the other hand, or less than the smallest value for such item or amount assigned by the applicable Seller, on the one hand, or Buyer or its designated Affiliates, on the other hand; and binding (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 1.9. The Accounting Firm’s determination will be based solely upon information presented by ▇▇▇▇▇ and Sellers, and not on the basis of independent review. Buyer and Sellers shall cause the Accounting Firm to deliver to Buyer and Sellers as promptly as practicable (but in any event within fifteen (15) days of its retention) a written report setting forth its determination of the amounts in dispute. Absent manifest error, the written report prepared by the Accounting Firm shall be Final and Binding and judgment upon the Parties determination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (d) Buyer and Sellers shall each be responsible for the fees and expenses of the Accounting Firm pro rata, as between ▇▇▇▇▇, on the earlier one hand, and Sellers, on the other hand, in proportion to occur of: the relative difference between the positions taken by ▇▇▇▇▇ and Sellers compared to the determination of the Accounting Firm. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 1.9, including fees and expenses of attorneys and accountants, shall be borne and paid by the Party incurring such expense. (e) If the sum of (i) the date Purchase Price (which, for the Parties resolve in writing any differences they have with respect to any matter specified in avoidance of doubt, does not include the Notice of Disagreement, or Post-Closing Cure Costs) minus (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery total amount of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial StatementsCure Costs, and in each case, as finally determined pursuant to this Section 1.9 is less than the Notice Estimated Purchase Price (the absolute value of Disagreementsuch difference, shall be submittedthe “Closing Payment Shortfall Amount”), then within five (5) days following Business Days after the expiration Final Resolution Date, Buyer shall be paid, via wire transfer of such 10-day period (or any agreed upon extension thereof), immediately available funds to an arbitrator account designated in writing by Buyer, an amount equal to the Closing Payment Shortfall Amount from Sellers on a joint and several basis. (f) If the "Arbitrator"sum of (i) the Purchase Price (which, for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writingavoidance of doubt, and all proceedings conducted by does not include the Arbitrator shall be conducted at Post-Closing Cure Costs) minus (ii) the offices total amount of the Arbitrator Post-Closing Cure Costs, in San Franciscoeach case, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) finally determined pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by SellerSection 1.9 is greater than the Estimated Purchase Price, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in then within five (5) Business Days after the Final Post-Closing Financial StatementsResolution Date, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224)Buyer and Buyer Guarantor shall, then the Purchase Price shall be decreased by the amount of any deficiencyon a joint and several basis, pay, or increased by the cause to be paid, to any Seller an amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding equal to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase excess via wire transfer of immediately available funds to an account designated in writing by Sellers. (g) If the sum of (i) the Purchase Price (which, for the avoidance of doubt, does not include the Post-Closing Cure Costs) plus (ii) the total amount of the Post-Closing Cure Costs, in each case, as finally determined pursuant to this Section 1.9 is equal to the Estimated Purchase Price, there will be no adjustment to the Purchase Price pursuant to this Section 1.9. (h) Any payments made pursuant to this Section 1.9 shall be effected treated as an adjustment to the Purchase Price by Purchaser immediately delivering to Seller, in cash or the Parties for Tax purposes unless otherwise required by certified or cashier's check or other immediately available funds, the amount of such increaseapplicable Law.

Post-Closing Adjustment to Purchase Price. Within thirty As soon as practicable, but in any event within fifteen (3015) days after the Closing Date, Seller Target and Buyer shall jointly prepare and deliver to Purchaser an unaudited Balance Sheet Report a purchase price adjustment calculation (the “Calculation Statement”). The Calculation Statement shall set forth the Working Capital and an income statement of the Business, prepared Net PP&E as of the Effective Date (Closing and any required Purchase Price adjustment. Set forth as Exhibit C hereto is an illustrative Calculation Statement as of March 31, 2006. The Working Capital and the "Post-Closing Financial Statements"), which Net PP&E shall be true, complete and correct in all respects and prepared calculated in accordance with the Company's historical policies GAAP (as consistently applied by Target) and procedures, consistently applied, Target’s past practices and certified as true, complete methodology. Target and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements Buyer shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify cooperate in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have all reasonable respects with respect to the preparation of the Calculation Statement and shall use reasonable efforts to resolve any matter specified in dispute that may arise regarding the Notice of DisagreementCalculation Statement and any adjustments or proposed adjustments thereto. In the event that, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator fifteenth day (as defined below15th) after the Closing Date, Target and Buyer are unable to resolve any dispute with respect to the preparation of the Calculation Statement and/or any adjustments or proposed amendments thereto, the dispute, upon written request of either Target or Buyer, shall be referred to representatives of the parties for decision, each party being represented by a senior executive officer (the “Negotiating Representatives”). During the 10-day period following the delivery of a Notice of Disagreement, the Parties The Negotiating Representatives shall seek promptly meet in good faith to resolve in writing any differences which they may have the dispute. If the Negotiating Representatives do not agree upon a complete resolution of the dispute within (30) days after reference of the matter to them, then Target and Buyer agree that a mutually acceptable nationally recognized independent accounting firm or other mutually acceptable nationally recognized financial services provider (“Independent Auditors”) shall make the final determination with respect to the Calculation Statement and any matter specified proposed adjustments or amendments thereto in light of the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies terms and provisions of this Agreement, . Buyer and Target shall use their commercially reasonable efforts to select the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, Independent Auditors within five ten (510) days following of the expiration of such 10-thirty (30) day period (or any agreed upon extension thereof), and to an arbitrator (cause the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and Independent Auditors to resolve all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute disagreements as soon as practicable following the date practicable, but in any event within sixty (60) days after submission of the submission dispute to the ArbitratorIndependent Auditors. The cost of any arbitration (including the fees decision of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 Independent Auditors shall be borne final and binding on Target and Buyer. Target and Buyer shall each pay one-half by Purchaser and one-half by Seller. The of the Independent Auditors' fees and disbursements of Seller's independent auditors and counsel incurred expenses in connection with this SECTION 7.2 §2(i)(i). Calculation Statement as finally determined pursuant to this §2(i)(i) shall be borne by Seller, referred to as the “Final Calculation Statement” and the fees Working Capital and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth Net PP&E in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price Calculation Statement shall be decreased by referred to as the amount of any deficiency, or increased by “Final Working Capital” and the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase“Final Net PP&E”.

Post-Closing Adjustment to Purchase Price. Within thirty (30) As soon as commercially ----------------------------------------- reasonable after the Closing, but in any event within 60 days after the Closing, the Seller shall prepare, in accordance with GAAP consistently applied in all material respects with the Audited Financial Statements, a statement of assets and liabilities of the Division as of March 31, 1998 (the "Closing Date Balance Sheet") which shall include a description of the material transactions between the Seller and the Division. If the amount obtained from subtracting (i) the Assumed Liabilities, plus an interest factor equal to $5,356 multiplied by the number of days remaining in the month of March 1998, following the Closing Date, Seller shall deliver to Purchaser an unaudited from (ii) the Purchased Assets as at the end of business on the Closing Date Balance Sheet Report and an income statement is less than $5,448,700 (such amount is subject to final adjustment, employing the same methodologies, upon the delivery of the Businessaudit opinion covering the Audited Financial Statements), prepared such amount (such deficiency amount, if any, is referred to as of the Effective Date (the "Post-Closing Financial StatementsNet Worth Deficiency"), which shall be truededucted from the Purchase Price. If the amount obtained from subtracting (i) the Assumed Liabilities (such amount is subject to final adjustment upon the delivery of the audit opinion covering the Audited Financial Statements) from (ii) the Purchased Assets as at the end of business on the Closing Date Balance Sheet is greater than $5,448,700 (such amount is subject to final adjustment, complete and correct employing the same methodologies, upon the delivery of the audit opinion covering the Audited Financial Statements), such amount (such excess amount, if any, is referred to as the "Net Worth Excess") shall be added to the Purchase Price, less the foregoing interest factor set forth in all respects and prepared this Section 2.6(i). Notwithstanding anything in accordance with this Section 2.6 to the Company's historical policies and procedurescontrary, consistently appliedif there is any Net Worth Deficiency or Excess, and certified any party hereto disputes any item contained on the Closing Date Balance Sheet, such party shall notify the other parties in writing of each disputed item, and specify the amount thereof in dispute within 30 business days after the delivery of the Closing Date Balance Sheet. If the parties cannot resolve any such dispute which would eliminate or reduce the amount of the Net Worth Deficiency or Excess, as trueapplicable, complete then such dispute shall be resolved by an Independent Accounting Firm. The determination of the Independent Accounting Firm shall be made as promptly as practicable and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become be final and binding on the Parties on the 15th day following receipt thereof parties, absent manifest error which error may only be corrected by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such dateIndependent Accounting Firm. Any Notice expenses relating to the engagement of Disagreement the Independent Accounting Firm shall specify be allocated between the Buyer and the Seller so that the Seller's share of such costs shall be in detail the nature same proportion that the aggregate amount of the disputed amounts submitted to the Independent Accounting Firm that are unsuccessfully disputed by the Seller (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts so submitted to the Independent Account Firm. Upon the final resolution of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller Net Worth Deficiency or Excess in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available fundsSection 2.6, the amount of such decreaseNet Worth Deficiency or Excess shall be paid to the Buyer or the Seller as applicable within 5 business days after such final resolution. Any increase If such final resolution results in a Net Worth Deficiency, the Buyer and the Seller shall instruct the Escrow Agent to distribute (i) that portion of the Holdback to the Buyer for the purpose of satisfying such Net Worth Deficiency and (ii) any remaining balance of the Holdback to the Seller. Because the Closing Date may precede March 31, 1998, the end of the Buyer's fiscal year, and the intent of the parties is for the earnings, if any, that accrue during the period (the "Stub Period") between the Closing Date and March 31, 1998 are to accrue to the benefit of the Seller and the losses, if any, that accrue during the Stub Period are to accrue to the detriment of the Seller, during the Stub Period, the Business shall be operated by the DHL and DHFL in the Purchase Price ordinary course and neither DHL or DHFL shall be effected by Purchaser immediately delivering to Seller, in cash make any distributions of any Assets associated with the Business or by certified or cashier's check incur any intercompany or other immediately available funds, the amount of such increaseLiability with any Affiliate.

Post-Closing Adjustment to Purchase Price. Within thirty The parties hereto agree as follows: (30i) days As soon as reasonably practicable after the Closing Date, but no later than 90 days thereafter, Seller shall deliver to will provide Purchaser an unaudited Balance Sheet Report and an income statement with a computation (the "Computation") of the Business, prepared Net Working Capital (as defined below) of Seller as of the Effective Date Closing Date. Unless Seller has received, within 30 days after delivery to Purchaser of Seller's Computation, a written notice to the effect that Purchaser objects to the Computation (which notice shall specify the basis for such objection) (a "Post-Closing Financial StatementsNotice of Objection"), which the Computation shall be true, complete binding upon the parties hereto. Purchaser agrees that no basis for such objection shall exist unless the difference between the Computation and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify computation exceeds $10,000 in detail the nature of any disagreement so assertedaggregate. If a Notice of Disagreement Objection is sent properly given by Purchaser and the parties cannot mutually resolve their disagreement within 20 business days following receipt of the Notice of Objection by Seller, the dispute shall be determined by submission thereof to arbitration by a panel of three arbitrators, one of whom shall be appointed by Purchaser, one by Seller in accordance with this SECTION 7.2, then and the Post-Closing Financial Statements third by the other two arbitrators. The arbitration shall become be conducted pursuant to the commercial arbitration rules and regulations of the American Arbitration Association. The parties agree that the determination of the arbitrators will be final and binding upon and, within 5 days of the Parties on issuance of the earlier arbitrator's ruling, payment shall be made to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing prevailing party. The prevailing party shall be paid by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the other party its reasonable fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel costs incurred in connection with this SECTION 7.2 the arbitration. (ii) If no Notice of Objection is properly given by Purchaser, if Purchaser waives the 30 day objection period, or a Notice of Objection is properly given by Purchaser and the parties resolve any disagreement set forth therein, then the parties shall proceed as follows: (A) If, based upon the Computation, Net Working Capital as of the Closing Date was less than 95% of Net Working Capital as of December 31, 1999, then Purchaser shall promptly pay to Seller the amount by which Net Working Capital as of the Closing Date is less than 95% of Net Working Capital as of December 31, 1999. (B) If, based upon the Computation, Net Working Capital as of the Closing Date was greater than 105% of Net Working Capital as of December 31, 1999, then Seller shall promptly pay to Purchaser the amount by which Net Working Capital as of Closing Date is greater than 105% of Net Working Capital as of December 31, 1999. (iii) Net Working Capital as of the Closing Date shall be borne by Seller, calculated pursuant to the formula set forth on Schedule 3.1(d) and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, defined as set forth in the Final Post-Closing Financial Statementson Schedule 3.1(d). Net Working Capital as of December 31, 1999 is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224set forth on Schedule 3.1(d), then the Purchase Price shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.

Post-Closing Adjustment to Purchase Price. Within thirty (30i) As soon as practicable, but in any event within twenty-one (21) days after the Closing Date, Seller shall prepare and deliver the Closing Date Statement to Purchaser an unaudited Balance Sheet Report and an income statement Purchaser. The Closing Date Statement shall include a calculation of the Business, prepared Net Assets (as hereafter defined) of the Business as of the Effective Closing Date (the "Post-Closing Financial StatementsDate Net Assets") and the amount of any Net Assets Adjustment. Purchaser and Seller agree that (x) the term "Net Assets" shall have the meaning set forth on Schedule 2.6(b)(1), which and (y) the Closing Date Net Assets shall be truederived from a balance sheet of the Business as of the Closing Date, complete and correct in all respects and which balance sheet, except as set forth on Schedule 2.6(b)(2), shall be prepared in accordance with GAAP applied in a manner consistent with the Company's historical policies Financial Statements. Purchaser shall give Seller and proceduresits independent auditors access at all reasonable times to the properties, consistently appliedbooks and records pertaining to the Purchased Assets for such purpose. Purchaser may not dispute any amounts reflected on the Closing Date Statement unless Purchaser can demonstrate that the Closing Date Statement was not prepared in accordance with GAAP applied in a manner consistent with the Financial Statements. Purchaser shall notify Seller in writing of each disputed item, and certified as truespecify the amount thereof in dispute, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Postwithin twenty-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice one (21) days of Purchaser's disagreement ("Notice receipt of Disagreement") to the Closing Date Statement. If Purchaser timely notifies Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, Seller and Purchaser cannot resolve any such dispute within five seven (57) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 delivery of such notice, such dispute shall be borne resolved by PriceWaterhouseCoopers LLP, or if such firm is unable to so act or is not at such time independent of both Seller and Purchaser. The final determination , by an independent internationally recognized accounting firm selected by Seller which accounting firm is reasonably acceptable to Purchaser (the accounting firm so engaged shall hereinafter be referred to as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial StatementsIndependent Accounting Firm". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.

Post-Closing Adjustment to Purchase Price. (a) Within thirty (30) 90 days after the Closing, Citizens shall prepare and deliver to Parent and IAWC a Statement of Net Assets (the "Closing Statement of Net Assets") which reflect the Acquired Assets, as of 11:59 p.m. on the Closing Date, Seller shall deliver to Purchaser based on actual financial performance and calculated in the same manner, utilizing the same accounting principles, policies and methods utilized in preparing the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999), together with (A) an unaudited Balance Sheet Report audit report of Seller's Accountants stating that the Closing Statement of Net Assets have been prepared utilizing the same accounting principles, policies and an income statement methods used in the preparation of the BusinessInterim Statement of Net Assets and (B) a calculation of Citizens' determination of the amount of increase or decrease in the amount of the Acquired Assets of the Business from the Interim Statement of Net Assets Date to the Closing Date which is derived from the Closing Statement of Net Assets ("Seller's Adjustment Amount"). The Closing Statement of Net Assets shall not give effect to any purchase accounting Illinois treatment arising from Parent's and IAWC's purchase of their respective Acquired Assets. IAWC and Parent shall pay the fees and expenses of Seller's Accountants incurred in connection with this Section 2.6.4, prepared each bearing the same proportion of such fees and expenses as its respective portion of the Purchase Price bears to the total Purchase Price. Parent and IAWC agree to cooperate, and agree to cause IAWC's Accountants to cooperate, with Citizens and Seller's Accountants in connection with the preparation of the Closing Statement of Net Assets, and related information, and shall provide to Citizens and Seller's Accountants such books, records and information as may be reasonably requested from time to time, including the work papers of IAWC's Accountants. Citizens will give Parent and IAWC and their representatives access during the normal business hours of Citizens to the personnel, books and records of Citizens and the work papers of Seller's Accountants to assist Parent and IAWC in the review of the Closing Statement of Net Assets and related matters. Parent and IAWC agree that, following the Closing through the date on which the Closing Statement of Net Assets are delivered, they will not take any actions with respect to any accounting books, records, policies or procedures on which the Closing Statement of Net Assets are to be based that would make it impossible or impracticable to calculate the Acquired Assets in the manner and utilizing the methods required hereby. Without limiting the generality of the foregoing, no changes shall be made in any reserve or other account existing as of the Effective Date date of the Interim Statement of Net Assets except in the ordinary course or as a result of events occurring after the date of the Interim Statement of Net Assets and, in such event, only in a manner consistent with past practices of Seller. (b) Parent and IAWC may dispute any amounts reflected on the Closing Statement of Net Assets, in the Seller's Adjustment Amount or in the Statement of Certain Assumed Liabilities, provided, however, that Parent or IAWC shall notify Citizens in writing of each disputed amount, and specify the amount thereof in dispute and the basis of such dispute, within 30 days of the Parent's or IAWC's receipt of the Closing Statement of Net Assets and the Seller's Adjustment Amount (such 30 day period hereinafter referred to as the "Post-Review Period"). In the event of a dispute with respect to the Closing Financial StatementsStatement of Net Assets, the Seller's Adjustment Amount or the Statement of Certain Assumed Liabilities, Parent, IAWC and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Parent, IAWC and Seller are unable to reach a resolution of such differences within 30 days of receipt of Parent's or IAWC's written notice of dispute to Seller, then Parent, IAWC and Seller shall submit the amounts remaining in dispute (together with any amounts remaining in dispute pursuant to Section 2.6.4(b) of each of the Related Purchase Agreements) for resolution to an independent accountant firm of national reputation mutually appointed by Seller, Parent, and IAWC (such independent accounting firm being herein referred to as the "Third Accounting Firm"), which shall be truerequested to determine and report to the parties, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedureswithin 30 days after such submission, consistently appliedupon such remaining disputed amounts, and certified as truesuch report shall be final, complete binding and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding conclusive on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have parties hereto with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Selleramounts disputed. The fees and disbursements of Sellerthe Third Accounting Firm shall be allocated between Parent and IAWC on the one hand and Seller Parties on the other hand so that the Seller Parties' share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Parent and IAWC to the Third Accounting Firm that is unsuccessfully disputed by Parent and IAWC (as finally determined by the Third Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by Parent and IAWC to the Third Accounting Firm. Parent and IAWC shall pay the fees and expenses of IAWC's independent auditors and counsel Accountants incurred in connection with this SECTION 7.2 Section 2.6.4(b). Seller's Adjustment Amount, if there are no Illinois disputes with respect thereto, or Seller's Adjustment Amount as adjusted after the resolution of all disputes with respect thereto in accordance herewith, shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination referred to as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial StatementsNet Asset Adjustment.". To (c) If the extent that the net worth of SellerBase Cash Purchase Price plus (or minus, as set forth in if negative) the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224)Net Asset Adjustment exceeds the Initial Cash Payment, then the Purchase Price within five (5) business days after final determination thereof Parent and IAWC shall be decreased by pay Seller the amount of any deficiency, or increased by such excess together with interest thereon for the amount period commencing on the Closing Date through the date of any excess. Any decrease in payment calculated at the Purchase Price shall be effected by Seller immediately refunding to Purchaser, Prime Rate in cash or by certified or cashier's check federal or other wire transfer of immediately available funds, or certified or bank cashier's check. If the Initial Cash Payment exceeds the sum of the Base Cash Purchase Price plus (or minus, if negative) the Final Net Asset Adjustment, then within five (5) business days after final determination thereof Seller shall pay Parent and IAWC the amount of such decrease. Any increase in excess together with interest thereon for the Purchase Price shall be effected by Purchaser immediately delivering to Seller, period commencing on the Closing Date through the date of payment calculated at the Prime Rate in cash or by certified or cashier's check federal or other wire transfer of immediately available funds, or certified or bank cashier's check. The amount paid by or to Parent and/or IAWC under this Section 2.6.5(c) shall be based on the amount appropriate adjustments to the prices of such increasethe Acquired Assets being acquired by each of Parent and IAWC, respectively.

Post-Closing Adjustment to Purchase Price. (a) Within one hundred twenty (120) calendar days after the Closing Date, the Sellers shall prepare and deliver to the Purchasers the final unaudited balance sheet of the Facilities, as developed to reflect the Acquired Assets and Assumed Obligations on the books of each of the Sellers on a combined basis, as of the Closing Date (the “Final Combined Balance Sheet”), which shall include a calculation of Net Working Capital as of the Closing Date, and the amount of the Sellers’ capital lease obligations with respect to the Facilities on the Closing Date, if any, that are assumed by the Purchasers pursuant to Section 1.3 of this Agreement. The Purchasers, in connection with its review of the Final Combined Balance Sheet, shall be permitted to review work papers of the Sellers and their affiliates and accountants with respect to the preparation of the Final Combined Balance Sheet and the books and records of the Sellers reasonably related thereto. The Interim Combined Balance Sheet and the Final Combined Balance Sheet shall be prepared in a manner consistent with Sellers’ reasonable past practices and that are consistent with GAAP, subject to the provisions of Section 4.10(b). If the Purchasers dispute any entry on the Final Combined Balance Sheet that affects the calculation of Net Working Capital or the capital lease obligations assumed by the Purchasers, the Purchasers shall notify the Sellers in writing (which writing shall contain the Purchasers’ determination of the amount of the disputed entry) within thirty (30) days after the Closing Date, Seller shall deliver to Purchaser an unaudited Purchasers’ receipt of the Final Combined Balance Sheet Report from the Sellers. If the Purchasers and the Sellers cannot resolve such dispute within thirty (30) business days after the Purchasers notify the Sellers in writing of such dispute, then a mutually agreed-upon national, independent certified public accounting firm (the “Independent Auditor”), shall review the matter in dispute and, solely as to disputes relating to accounting issues and acting as an income statement expert and not as an arbitrator, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final recalculation of the BusinessCash Purchase Price) provided that no change shall be made based on use of a methodology that is different from the methodology used to prepare the Final Combined Balance Sheet, prepared as long as such methodology used was reasonable and consistent with the Sellers’ past practices and GAAP. In the event that all or a portion of the Effective Date dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, or by an independent attorney expert in the matter at issue and agreed to by the Purchasers and the Sellers (with the costs thereof to be shared equally by the Parties), with any necessary review by the Independent Auditor under this Section 2.3 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between the Purchasers and the Sellers, and the costs of such review shall be borne by the Sellers, on the one hand, and the Purchasers, on the other hand, in proportion to the relevant amount each Party’s determination has been modified. (b) Within sixty (60) days after the Purchasers’ receipt of the Final Combined Balance Sheet from the Sellers or, if disputed by the Purchasers, within five (5) business days after the earlier of (a) the date the Purchasers and the Sellers finally resolve such dispute and recalculate the Cash Purchase Price accordingly, or (b) the date of receipt of a final decision of the Independent Auditor (the "“Post-Closing Financial Statements"Adjustment Date”), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: either (i) the date Sellers shall pay the Parties resolve Purchasers in writing cash or in other immediately available funds the amount of any differences they have with respect to any matter specified decrease in the Notice of DisagreementCash Purchase Price, or (ii) the date Purchasers shall pay the Sellers in cash or in other immediately available funds the amount of any disputed matters are finally resolved increase in writing by the Arbitrator Cash Purchase Price (as defined belowapplicable, the “Post-Closing Adjustment Date Payment Amount”). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have If not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreementpaid when due, the Post-Closing Financial StatementsAdjustment Date Payment Amount paid by the Sellers to the Purchasers, and or by the Notice of DisagreementPurchasers to the Sellers, as the case may be, shall be submitted, within five (5) days following increased by interest at a per annum rate equal to the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator prime rate reported by the Wall Street Journal under “Money Rates” (the "Arbitrator"“Prime Rate”) for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by on the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To Adjustment Date plus two percent (2%) (or the extent that maximum rate allowed by law, whichever is less) accruing on the net worth of Seller, as set forth in the Final Post-Closing Financial StatementsAdjustment Date Payment Amount from the Post-Closing Adjustment Date until the date the Post-Closing Adjustment Date Payment Amount is paid to Sellers or the Purchasers, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then as the Purchase Price shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increasecase may be.

Post-Closing Adjustment to Purchase Price. Within thirty (a) The Seller shall make a post-Closing payment (the "Post Closing Payment") to the Buyer in the event that the Seller's net revenues from sales of the Products in the United States and Canada (other than to Buyer) during the period from Closing through September 30, 1997, as reflected in the accounting records of the Seller, are less than $741,285, unless sales of VetRed Products during such period are greater than $574,000 and as a consequence make up in whole or in part the amount of the shortfall in Witness Products. In such case, the Seller shall pay to the Buyer a Post-Closing Payment equal to 38% of the amount of such shortfall in Retained Inventory and, if necessary, in cash, in accordance with paragraph (c) below. (b) Not later than October 15, 1997, the Seller shall determine whether a Post-Closing Payment is required and shall so notify the Buyer, including in such notice the method of calculating the Post-Closing Payment. Unless the Buyer disputes the calculation of the Post-Closing Payment within fifteen (15) calendar days after the Buyer receives from the Seller the calculation of the Post-Closing DatePayment, the Buyer shall be deemed to have accepted the calculation of the Post-Closing Payment performed by the Seller. In the event that the Buyer disputes the calculation of the Post-Closing Payment in writing within fifteen (15) calendar days after delivery of the Post-Closing Payment calculation, the Chief Executive Officers of each of Buyer and the Seller shall deliver first use reasonable commercial efforts to Purchaser an unaudited Balance Sheet Report and an income statement resolve such dispute between themselves. If they are unable to resolve the dispute within fifteen (15) calendar days after delivery of the Businessaforementioned notice, prepared as the dispute shall be submitted to binding arbitration in accordance with the procedures set forth in Section 10 of this Agreement. (c) The Post-Closing Payment shall be made to the Buyer by the transfer to the Buyer of Retained Inventory (meeting the standards set forth in Subsection 1.6(b) above) having a value equal to the amount of the Effective Date Post-Closing Payment, valuing such Retained Inventory at the Seller's cost; provided that in -------- no event shall the amount of Retained Inventory so transferred to the Buyer, taken together with all then existing Inventory held by the Buyer, exceed the Buyer's forecasted ten-month purchase requirements for such Products. Title to such Retained Inventory shall be transferred to the Buyer within three (3) business days after the amount of the Post-Closing Payment is finally determined in accordance with this Section 1.7 (the "Post-Closing Financial StatementsPayment Date"). The Seller shall warehouse such Retained Inventory on behalf of the Buyer, which shall be true, complete as bailee for the Buyer and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors sole cost and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements"expense. To the extent that the net worth amount of Seller, as set forth in the Final Post-Closing Financial Statements, is less than Payment exceeds (i) the value of the Retained Inventory (if any) then held by the Seller or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224ii) the value of the Retained Inventory transferred to the Buyer in accordance with the first sentence of this Subsection (c), then the Purchase Price Seller shall be decreased by pay such excess amount to the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, Buyer in cash or by certified or cashier's check or other immediately available funds, on the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increasePost-Closing Payment Date.

Post-Closing Adjustment to Purchase Price. Within thirty (30a) As soon as reasonably practical following (but not more than 60 days after after) the Closing Date, Seller the Company (in consultation with the Chief Financial Officer of K-Tron and also with the Sellers' Representative (as defined in Section 11.1 hereof)) shall prepare and deliver to Purchaser the Sellers and K-Tron an unaudited Balance Sheet Report and an income statement audited consolidated balance sheet of the Business, prepared Company and its Subsidiary as of the Effective close of business on the last business day immediately preceding the Closing Date (the "Post-Closing Financial StatementsBalance Sheet"), which together with the report thereon of KMPG LLP. The Closing Balance Sheet shall be true, complete and correct in all respects and prepared in accordance with this Agreement and generally accepted accounting principles consistent with past practice in the Company's historical policies preparation of its fiscal year 2001 audited balance sheet (the "2001 Balance Sheet"), except to the extent that there is any new generally accepted accounting principle(s) that must be adopted. Further, the Closing Balance Sheet shall not take into account any of the transactions contemplated by this Agreement, or any fees, expenses and procedurescosts of the Sellers (unless paid for by the Company or its Subsidiary prior to the Closing despite the provisions of Section 11.2(a) hereof, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding in which case their payment would be taken into account on the Parties on Closing Balance Sheet) in connection with the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice consideration, preparation, negotiation and completion thereof, other than as set forth in Section 11.2(a) hereof. All expenses incurred in connection with the preparation of Purchaser's disagreement the Closing Balance Sheet shall be the responsibility of the Company. ("Notice of Disagreement"b) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-The Closing Financial Statements Balance Sheet shall become final and binding upon the Parties on parties unless within 30 days following its submittal to the earlier to occur of: (i) Sellers and K-Tron, either all of the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice Sellers as a group notify K-Tron of Disagreementtheir objection thereto, or (iiK-Tron notifies the Sellers of its objection thereto, which objection may only be that the Closing Balance Sheet was not properly prepared under Section 3(a) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below)hereof. During the 10Such 30-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, be extended for an additional 30 days at the end request of either all of the Sellers as a group, or K-Tron, should either the Sellers or K-Tron reasonably require additional time to complete their review of the Closing Balance Sheet. During such 1030-day review period (or such longer period of time as the Parties may agree upon in writing60-day review period, if so extended), the Parties have not reached agreement on such mattersCompany shall make reasonably available to the Sellers, the matters which remain in dispute, together with copies of this Agreement, the PostK-Closing Financial StatementsTron and their respective representatives, and shall use reasonable efforts to cause its representatives to make reasonably available to the Notice of DisagreementSellers, shall be submittedK-Tron and their respective representatives, on a timely basis, all books, records and appropriate personnel to provide the Sellers, K-Tron and their respective representatives with such information regarding the Closing Balance Sheet as the Sellers, K-Tron and their respective representatives may reasonably request. If within five (5) 30 days following the expiration receipt by the other party of any notice of objection by K-Tron or the Sellers, any of such 10-day period (or any agreed upon extension thereof)differences have not been resolved, to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator they shall be such nationally recognized independent public accounting firm as resolved by Ernst & Young LLP, Philadelphia, Pennsylvania, whose decision thereon shall be agreed upon by the Parties in writingfinal, binding and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission not subject to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Sellerappeal. The fees and disbursements expenses of Seller's independent auditors and counsel incurred Ernst & Young LLP in connection with this SECTION 7.2 any such resolution shall be borne by Seller, allocated between (and paid by) K-Tron and the fees and disbursements Sellers in the same proportion that the aggregate amount of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne the disputed items so submitted to Ernst & Young LLP that is unsuccessfully disputed by Purchaser. The each such party (as finally determined by Ernst & Young LLP) bears to the total amount of such disputed items so submitted. (c) Within ten days following the final determination as described of the Closing Balance Sheet in accordance with Section 3(b) hereof, either (i) if the procedures set forth hereinabove shall constitute consolidated stockholders' equity on the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, Balance Sheet is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224)9 million, then the Purchase Price Sellers shall be decreased pay to the Buyer (or to the Company as its successor by the amount of any deficiencymerger), or increased by the amount of any excess. Any as a decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available fundspurchase price for the Shares, the amount of such decrease. Any shortfall (together with simple interest thereon, from the Closing Date to the date of payment, at the rate of 6% per annum); or (ii) if the consolidated stockholders' equity on the Closing Balance Sheet is greater than $9 million, then the Buyer (or the Company as its successor by merger) shall pay to the Sellers, as an increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available fundspurchase price for the Shares, the amount of such increaseexcess (together with simple interest thereon, from the Closing Date to the date of payment, at the rate of 6% per annum). In the case of any payment to or by the Sellers under this Section 3(c), each Seller shall be paid or pay that part of the total payment due equal to such total payment multiplied by the percentage set forth after such Seller's name in column A of Exhibit A hereto, all of which percentages have been provided to the Buyer by the Sellers, were determined by the Sellers alone, and have been agreed among the Sellers acting alone. The Buyer shall have no responsibility whatsoever with respect to the determination of the percentages set forth in column A of Exhibit A hereto. (d) Nothing in this Section 3 shall preclude any party from exercising, or shall adversely affect or otherwise limit in any respect the exercise of, any right or remedy available to it hereunder or otherwise for any misrepresentation or breach of warranty hereunder, but (i) neither the Buyer nor any Seller shall have any right to dispute the Closing Balance Sheet or any portion thereof once the Closing Balance Sheet has been finally determined in accordance with Section 3(b) hereof and (ii) the Buyer shall not have the right to be indemnified hereunder for any breach of any representations or warranties contained in this Agreement regarding the value of the accounts receivable, inventory or other items classified as current assets on the Closing Balance Sheet.

Post-Closing Adjustment to Purchase Price. (a) Within ninety (90) days subsequent to the Closing Date, the Purchasers shall prepare and deliver to the Sellers a statement setting forth the net book value of the Inventory as of the close of business of the Business Day immediately preceding the Closing Date (the “Closing Inventory Statement”), which statement shall be prepared in accordance with the Inventory Methodology. In connection with Purchasers’ preparation of such Closing Inventory Statement in accordance with this Section 2.7(a), Purchasers shall be permitted, upon reasonable notice to Sellers, at Purchasers’ expense, to conduct a physical inventory count, during normal business hours, at locations of Sellers where such Inventory is held. Any fees and expenses incurred by the Purchasers in preparing the Closing Inventory Statement shall be paid by the Purchasers. (b) Upon receipt of the Closing Inventory Statement, the Sellers and their accountants and attorneys shall have thirty (30) days to review the Closing Inventory Statement. Unless the Sellers notify the Purchasers to the contrary in writing within such thirty (30) day period pursuant to Section 2.7(c), the Sellers shall be deemed to have accepted the Closing Inventory Statement and such Closing Inventory Statement shall be conclusive and binding on the Sellers. Any fees and expenses incurred by the Sellers in undertaking such review shall be paid by the Sellers. (c) If the Sellers take exception to any aspect of the Closing Inventory Statement or the preparation thereof, the Sellers shall notify the Purchasers of such exception in writing on or prior to the thirtieth (30th) day after the Sellers’ receipt of the Closing Inventory Statement. The exception or exceptions will then be submitted in writing to executive officers of Orthofix and the Vascular Therapies business unit of Covidien LP for resolution. If the executive officers are unable to resolve the exception or exceptions within thirty (30) days after the Closing Date, Seller shall deliver to Purchaser an unaudited Balance Sheet Report and an income statement receipt of the Business, prepared as of the Effective Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice first sentence of Disagreement, or this Section 2.7(c) (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing“Resolution Period”), such exception or exceptions shall be submitted to a firm of nationally recognized independent public accountants (the Parties have not reached “Neutral Auditors”) selected by mutual agreement on such matters, of the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, Purchasers and the Notice of Disagreement, shall be submitted, Sellers within five (5) days following after the expiration of the Resolution Period or, in the absence of such 10-day period (or any agreed upon extension thereof)mutual agreement, to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such by a firm of nationally recognized independent public accounting firm as accountants selected by lot after eliminating Orthofix’s principal outside accountants and the Purchasers’ principal outside accountants. Each party agrees to execute a reasonable engagement letter, if requested to do so by the Neutral Auditors. All fees and expenses relating to the work performed by the Neutral Auditors shall be agreed upon by shared equally between the Parties Sellers and the Purchasers. The Neutral Auditors, within thirty (30) days after their selection, shall make a determination of all issues in writingdispute, and all proceedings conducted by the Arbitrator which determination shall be conducted at the offices of the Arbitrator set forth in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission written statement delivered to the Arbitrator. The cost of any arbitration Purchasers and the Sellers and shall be binding and conclusive on the Purchasers and the Sellers, absent fraud or manifest error. (including d) If the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) Closing Inventory Value, as determined pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial StatementsSection 2.7, is less than or greater than Twentythe Pre-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224)Closing Inventory Value, then the Purchase Price shall be decreased reduced by an amount equal to the amount difference of any deficiency(i) the Pre-Closing Inventory Value minus (ii) the Closing Inventory Value (the “Closing Inventory Deficit Amount”). (e) If the Closing Inventory Value, or increased by as determined pursuant to this Section 2.7, is greater than the amount of any excess. Any decrease in Pre-Closing Inventory Value, the Purchase Price shall be effected increased by Seller immediately refunding an amount equal to Purchaserthe difference of (i) the Closing Inventory Value minus (ii) the Pre-Closing Inventory Value (the “Closing Inventory Surplus Amount”). (f) Within five (5) Business Days following the first to occur of (i) the acceptance of the Closing Inventory Statement by the Sellers, in as evidenced by written notice thereof to the Purchasers, (ii) the deemed acceptance of the Closing Inventory Statement by the Sellers pursuant to Section 2.7(b), or (iii) the resolution of the parties or the delivery of the statement of the Neutral Auditors pursuant to Section 2.7(c), the Sellers shall pay to Covidien LP an amount of cash or by certified or cashier's check or other immediately available funds, equal to the amount of such decrease. Any increase in the reduction of the Purchase Price pursuant to Section 2.7(d) or Covidien LP shall be effected by Purchaser immediately delivering pay to Seller, in the Sellers an amount of cash or by certified or cashier's check or other immediately available funds, equal to the amount of such increasethe increase of the Purchase Price pursuant to Section 2.7(e), as the case may be.

Post-Closing Adjustment to Purchase Price. Within thirty (30) days after the Closing Date, Seller Mr. Olivier shall deliver to Purchaser an unaudited Balance Sheet Report balance sheet and an income statement ▇▇▇▇▇▇ ▇▇▇▇ement of the Business, prepared as of the Effective Date February 28, 1997 (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and proceduresgenerally accepted accounting principles, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇Sellers. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller Mr. Olivier prior to such date. Any Notice of Disagreement shall specify in detail speci▇▇ ▇▇ ▇▇▇▇▇l the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller Mr. Olivier in accordance with this SECTION 7.29.2, then the Post-Closing Financial ▇▇▇▇▇▇▇▇▇ Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator Accounting Firm (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be Deloitte & Touche, or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, writing (the "Accounting Firm") for review and all resolution. All proceedings conducted by the Arbitrator Accounting Firm shall be conducted at the offices of the Arbitrator Accounting Firm in San FranciscoOrlando, CaliforniaFlorida. The Arbitrator Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the ArbitratorAccounting Firm. The cost of any arbitration review or resolution (including the fees of the Arbitrator Accounting Firm but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 9.2 shall be borne one-half by Purchaser and one-half by SellerSellers. The fees and disbursements of Seller's Sellers' independent auditors and counsel incurred in connection with this SECTION 7.2 9.2 shall be borne by SellerSellers, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 9.2 shall be borne by Purchaser. The Post-Closing Financial Statements, upon becoming final determination due to lack of objection, written agreement, or arbitration, or in any other manner, are referred to herein as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth book value of Seller, as the Company set forth in the Final Post-Closing Financial Statements, Statements (after giving effect to the Permitted Distributions) is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Million Dollars ($27,2242,000,000), then the Purchase Price shall be decreased reduced by the amount of any deficiencysuch deficiency (the "Deficiency Amount"), or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding and Sellers hereby jointly and severally agree to deliver to Purchaser, in within three (3) business days after the date on which the Post-Closing Financial Statements become final (time being of the essence), cash or by certified or cashier's check or other immediately available funds, funds in an amount equal to the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseDeficiency Amount.

Post-Closing Adjustment to Purchase Price. Within thirty (30a) Not more than one hundred twenty (120) days after the Closing Date, Seller Buyer shall prepare and deliver to Purchaser an unaudited Balance Sheet Report and an income Seller Representative a statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the actual amount of the BusinessClosing Working Capital, prepared calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital as of the Effective Balance Sheet Date set forth on Schedule 1D, (ii) the "Post-actual amount of the Assumed Indebtedness, calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Assumed Indebtedness as of the Balance Sheet Date set forth on Schedule 1D, and (iii) the Purchase Price in accordance with Section 2.5 resulting from such actual amount of Closing Financial Statements"Working Capital and Assumed Indebtedness. If Buyer does not deliver the Closing Statement to Seller Representative within one hundred twenty (120) days after the Closing Date, then, at the election of Seller Representative (acting in its sole discretion), which shall either (A) Seller Representative may prepare and present the Closing Statement within an additional thirty (30) days thereafter or (B) the Estimated Closing Statement will be true, complete and correct deemed to be the final Closing Statement in all respects and prepared accordance with this Section 2.8. If Seller Representative elects to prepare the Closing Statement in accordance with the Company's historical policies immediately preceding sentence, then all subsequent references in Section 2.8(b) and procedures(c) to Buyer, consistently appliedon the one hand, and certified as trueSeller Representative, complete on the other hand, will be deemed to be references to Seller Representative, on the one hand, and correct by SellerBuyer, ▇▇on the other hand, respectively. The Closing Statement shall become Final and Binding on the Final Resolution Date. (b) During the thirty (30) days after delivery of the Closing Statement, Buyer will provide Seller Representative and its accountants reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any of Buyer’s accountants’ work papers related to the calculation of amounts in the Closing Statement (subject to the execution of any access letters that such accountants may reasonably require in connection with the review of such work papers), and (ii) to the employees and other Representatives of ▇▇▇▇▇ who were responsible for the preparation of the Closing Statement to respond to questions relating to the preparation of the Closing Statement and the calculation of the items thereon, in each case solely to allow Seller Representative to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. Any information shared with Seller Representative or its accountants will be subject to Section 6.14, and Buyer shall not have any obligation to provide information or access to information, materials or Persons if doing so could reasonably be expected to result in the waiver of any attorney-client privilege or the disclosure of any Trade Secrets or violate any Law or the terms of any applicable Contract to which Buyer or any of its Affiliates is a party. If Seller Representative disagrees with any of Buyer’s calculations set forth in the Closing Statement, Seller Representative may, within thirty (30) days after delivery of the Closing Statement, deliver a written notice of their disagreement (a “Post-Closing Notice of Disagreement”) to Buyer disagreeing with such calculations; provided, however, that such Post-Closing Notice of Disagreement shall include only objections based on whether (A) the amounts set forth on the Closing Statement were prepared in a manner consistent with the provisions of this Agreement or (B) there were mathematical errors in the computation of any amount set forth on the Closing Statement. Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Seller Representative disagrees, and shall set forth Seller Representative’s calculation, based on such objections, of the Closing Working Capital or the Assumed Indebtedness, as applicable, and the Purchase Price resulting therefrom. To the extent not set forth in such Post-Closing Notice of Disagreement, Seller Representative shall be deemed to have agreed with ▇▇▇▇▇’s calculation of all items and amounts contained in the Closing Statement. If Buyer does not receive a Post-Closing Notice of Disagreement from Seller Representative within such thirty (30) day period, then the amounts set forth in the Closing Statement shall become Final and Binding. (c) If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the thirtieth (30th) day following Buyer’s delivery of the Closing Statement, then Buyer and Seller Representative shall, during the thirty (30) days following Buyer’s receipt of such Post-Closing Notice of Disagreement, seek to resolve any differences that they may have with respect to the matters specified in such Post-Closing Notice of Disagreement; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final If ▇▇▇▇▇ and binding on the Parties on the 15th Seller Representative are not able to resolve their differences during such thirty (30) day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2period, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10period, Buyer and Seller Representative shall promptly mutually engage and submit for Final and Binding resolution any and all matters related to such Post-day period (or such longer period Closing Notice of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which Disagreement that remain in disputedispute to [Deloitte Touche Tohmatsu Limited], together or if [Deloitte Touche Tohmatsu] Limited is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). Each of Buyer and Seller Representative shall make readily available to the Accounting Firm all relevant financial books and records, including any accountants’ work papers (subject to the execution of any access letters that such accountants may require in connection with copies the review of this Agreement, such work papers) relating to the Closing Statement or the Post-Closing Financial Statements, and the Notice of Disagreement. Buyer and Seller Representative shall enter into a customary engagement letter with the Accounting Firm, which engagement letter shall explicitly provide that, in resolving the amounts in dispute, the Accounting Firm shall (i) consider only those items or amounts disputed by Seller Representative in the Post-Closing Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer on the other hand, or less than the smallest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand; and (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 2.8. The Accounting Firm’s determination will be based solely upon information presented by ▇▇▇▇▇ and Seller Representative, and not on the basis of independent review. ▇▇▇▇▇ and Seller Representative shall cause the Accounting Firm to deliver to Buyer and Seller Representative as promptly as practicable (but in any event within thirty (30) days of its retention) a written report setting forth its determination of the amounts in dispute. Absent manifest error, the written report prepared by the Accounting Firm shall be Final and Binding and judgment upon the determination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (▇) ▇▇▇▇▇ and Seller Representative shall each be responsible for the fees and expenses of the Accounting Firm pro rata, as between ▇▇▇▇▇, on the one hand, and Seller Representative, on the other hand, in proportion to the relative difference between the positions taken by ▇▇▇▇▇ and Seller Representative compared to the determination of the Accounting Firm. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 2.8, including fees and expenses of attorneys and accountants, shall be submittedborne and paid by the Party incurring such expense. (e) If the Purchase Price as finally determined pursuant to this Section 2.8 is less than the Estimated Purchase Price (the absolute value of such difference, the “Closing Payment Shortfall Amount”), then within five (5) days following Business Days after the expiration Final Resolution Date, Buyer shall be paid, via wire transfer of immediately available funds to an account designated in writing by Buyer, an amount equal to the Closing Payment Shortfall Amount from Sellers and Seller Guarantor on a joint and several basis. (f) If the Purchase Price as finally determined pursuant to this Section 2.8 is greater than the Estimated Purchase Price, then within five (5) Business Days after the Final Resolution Date, Buyer and Buyer Guarantor shall, on a joint and several basis, pay, or cause to be paid, to Seller Representative an amount equal to the amount of such 10-day period (or any agreed upon extension thereof), excess via wire transfer of immediately available funds to an arbitrator account designated in writing by Seller Representative. (g) If the "Arbitrator"Purchase Price as finally determined pursuant to this Section 2.8 is equal to the Estimated Purchase Price, there will be no adjustment to the Purchase Price pursuant to this Section 2.8. (h) for review and resolution. The Arbitrator Any payments made pursuant to this Section 2.8 shall be such nationally recognized independent public accounting firm treated as shall be agreed upon an adjustment to the Purchase Price by the Parties for Tax purposes unless otherwise required by Law. (i) any amounts as of the Effective Time that were paid by any Seller or Seller Affiliate prior to the Effective Time and that relate, in writingwhole or in part, to periods ending after the Effective Time, (ii) any amounts as of the Effective Time that are to be paid by Buyer after the Effective Time and that relate, in whole or in part, to periods prior to the Effective Time, and (iii) any amounts that will become due and payable after the Effective Time and that relate, in whole or in part, to periods prior to the Effective Time, in each case, with respect to (A) the Assumed Contracts (including the Tenant Leases, except for the MPT Leases) and (B) all proceedings conducted utilities servicing any of the Purchased Assets, including water, sewer, telephone, electricity and gas service, in each case to the extent not reflected in the Closing Working Capital or otherwise covered by Section 2.8. Any such amounts that are not available to be prorated on the Arbitrator Closing Date shall be conducted at the offices similarly prorated as of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute Effective Time as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increasethereafter.

Post-Closing Adjustment to Purchase Price. Within thirty (30a) As promptly as practicable following the Closing Date but no later than 90 days after the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser an unaudited Balance Sheet Report and an income Seller (i) a statement setting forth a calculation of the Business, prepared as of the Effective Date Closing Working Capital (the "Post-“Closing Financial Statements"Working Capital Statement”); (ii) a statement, which shall be true, complete and correct in all respects and prepared in accordance with GAAP applied on a basis consistent with Electroandes’ past practices, setting forth a calculation of the Company's historical policies and proceduresClosing Capital Expenditures (the “Closing Capex Statement”); (iii) a statement, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller prepared in accordance with this SECTION 7.2GAAP applied on a basis consistent with Electroandes’ past practices, setting forth a calculation of the Closing Debt (the “Closing Debt Statement” and, together with the Closing Working Capital Statement and the Closing Capex Statement, the “Closing Statements”); and (iv) a report of Purchaser’s accountants, stating that the Closing Statements fairly present the Closing Working Capital, the Closing Capex and the Closing Debt in accordance with Exhibit A or in accordance with GAAP applied on a basis consistent with Electroandes’ past practices, as applicable. (b) If Seller objects to any component of the Closing Working Capital Statement, the Closing Capex Statement or the Closing Debt Statement, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve Seller must notify Purchaser in writing of its objection on or before the 30th day after Purchaser’s delivery to Seller of the Closing Statements. If Seller does so object, and if Seller and Purchaser have not agreed on a resolution of those objections, then at any differences they have with respect to any matter specified in time after the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-30th day period following the delivery of a Notice Seller’s notice of Disagreementobjection, either Seller or Purchaser may submit all items in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to Seller and Purchaser (the Parties shall seek in good faith to resolve in writing any differences which they may have “Independent Accounting Firm”), with respect to any matter specified in the Notice of Disagreement. If, at the end cost of such 10review and resolution to be shared one-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Posthalf by Purchaser and one-Closing Financial Statementshalf by Seller, and the Notice results thereof shall (absent manifest error) be final and binding. In the event that the Independent Accounting Firm refuses to accept the appointment provided hereunder, either party may petition the International Chamber of DisagreementCommerce to appoint a suitable and comparable replacement for such Independent Accounting Firm, shall be submitted, within five (5) days following with the expiration cost of such 10-day period (or any agreed upon extension thereof), appointment to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. . (c) The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 Closing Statements shall be borne by Sellerdeemed final and binding for purposes of this Section 2.05 upon the earliest of (i) the 31st day after Purchaser’s delivery to Seller of the Closing Statements, provided that Seller failed to notify Purchaser of a dispute with respect to either Closing Statement within the time period specified in Section 2.05(b), (ii) the date on which Seller and Purchaser have resolved all disputes with respect to the Closing Statements in accordance with Section 2.05(b), and (iii) the fees date on which the Independent Accounting Firm or its replacement, as applicable, has completed its review and disbursements resolution of Purchaser's independent auditors any disputed items on the Closing Statements in accordance with Section 2.05(b) and counsel incurred in connection with has provided to Seller and Purchaser a detailed summary of such review and resolution (the earliest of (i), (ii) and (iii) of this SECTION 7.2 shall be borne by Purchaser. The final determination as described in Section 2.05(c) being, the procedures “Settlement Date”). (d) If Closing Working Capital set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in on the Final Post-Closing Financial Statements, is less Working Capital Statement exceeds Estimated Working Capital by more than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224)the Designated Amount, then the Purchase Price shall be decreased by adjusted upward in an amount equal to the excess of such Closing Working Capital over Estimated Working Capital and Purchaser shall pay the amount of any deficiencysuch excess to Seller by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date. If Estimated Working Capital exceeds Closing Working Capital set forth on the Final Closing Working Capital Statement by more than the Designated Amount, or increased by the amount of any excess. Any decrease in then the Purchase Price shall be effected by adjusted downward in an amount equal to the excess of Estimated Working Capital over such Closing Working Capital and Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, shall pay the amount of such decrease. Any increase excess to Purchaser by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date. (e) If Closing Capex set forth on the Final Closing Capex Statement exceeds Estimated Capex, then the Purchase Price shall be effected by adjusted upward in an amount equal to such excess and Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, shall pay the amount of such increaseexcess to Seller by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date. If Estimated Capex exceeds Closing Capex set forth on the Final Closing Capex Statement, then the Purchase Price shall be adjusted downward in an amount equal to such excess and Seller shall pay the amount of such excess to Purchaser by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date. (f) If Closing Debt set forth on the Final Closing Debt Statement exceeds Estimated Debt, then the Purchase Price shall be adjusted downward in an amount equal to such excess and Seller shall pay the amount of such excess to Purchaser by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date. If Estimated Debt exceeds Closing Debt set forth on the Final Closing Debt Statement, then the Purchase Price shall be adjusted upward in an amount equal to such excess and Purchaser shall pay the amount of such excess to Seller by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date.

Post-Closing Adjustment to Purchase Price. Within thirty (30) 15 days after all of the Closing DateInventory is received by the Purchaser at its Armstrong, Iowa, facilities (or within 30 days after closing with respect to inventory on consignment), Purchaser shall notify Seller of any discrepancy in the Inventory count, condition or valuation category (i.e. valued at cost, $0.00 value, or 50% of Cost as set forth below in this Section) of such Inventory actually received by Purchaser with the Inventory used for closing (Discrepancy Notice). Similarly, Seller may furnish to Buyer a Discrepancy Notice as to any such matters affecting the Inventory that Seller discovers when loading the Inventory for shipment. If the Discrepancy Notice shall indicate that the value of the Inventory is less than the portion of the Purchase Price attributable to Inventory paid at Closing, Seller shall deliver refund to Purchaser an unaudited Balance Sheet Report and an income statement the amount of such discrepancy set forth in the Discrepancy Notice within 5 days of receipt of same by Seller. If the Discrepancy Notice shall indicate that the value of the Business, prepared as Inventory received is more than the portion of the Effective Date (Purchase Price attributable to Inventory paid at Closing, Buyer shall pay amount thereof to Seller within 5 days of the "Post-Closing Financial Statements")date of such Notice. Any item of Inventory for which there is a value shown in the “Extended Cost” column of Schedule 1.1(b) but no amount is shown in the “Contract Total” column has been agreed by the parties to be obsolete or otherwise unusable. Any item of inventory that is damaged, which used, in excess of a three year supply or is otherwise unusable shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding included at a value of $0.00 except that “mini spreader” finished goods have been included on the Parties Schedule at a value of 50% of cost. No item of Inventory that is valued at $0.00 on Schedule 1.1(b) shall be included in a Discrepancy Notice and there shall be no adjustment paid if the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior Inventory as to such dateitem is not correct. Any Notice In the case of Disagreement shall specify in detail Inventory that is damaged or rendered unusable due to damage occurring after Closing for which Seller is not responsible under the nature provisions of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies Section 6.3 of this Agreement, no adjustment to purchase price shall be made in respect thereto. In the Post-Closing Financial Statementsevent of a disagreement by Seller with respect to the Discrepancy Notice Seller may request binding arbitration under the rules of the American Arbitration Association. During such time as any such disagreement shall exist, and Seller or Buyer, as the Notice of Disagreementcase may be, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price shall be decreased by pay the amount of any deficiency, or increased by the amount discrepancy over to an escrow agent mutually agreeable to the parties to be held pending resolution of any excess. Any decrease the disagreement in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increasemanner set forth herein.

Post-Closing Adjustment to Purchase Price. Within thirty (30a) As soon as practicable, but in any event within 45 calendar days after following the Closing Date, Seller shall Buyer shall, at its expense, prepare and deliver to Purchaser an unaudited Balance Sheet Report Myer (i) balance sheets of PCA, NAPP and an income statement of the Business, prepared Marketing Companies as of the Effective Date Closing Date, and statements of operations for each of such companies for the period from June 30, 1998, through the Closing Date, each of which balance sheets and statements of operations shall be prepared on a basis in all respects consistent with, and using the same methodology as was used to prepare, the June 30 Pro Forma Balance Sheets (collectively, the "Post-Closing Date Pro Forma Financial Statements"), which and (ii) Buyer's reconciliation of the Net Assets as reflected in the June 30 Pro Forma Balance Sheets (with the June 30 Net Assets increased by the net income, or decreased by the net losses, realized by such companies from June 30, 1998, through the Closing Date, as reflected in the statements of operations included in the Closing Date Pro Forma Financial Statements) with the Net Assets as reflected in the Closing Date Balance Sheets. The aggregate of the net differences between the Net Assets as reflected in each of the June 30 Pro Forma Balance Sheets (as so adjusted for net income or net losses from June 30, 1998, through the Closing Date) and the Net Assets as reflected in each of the Closing Date Pro Forma Financial Statements shall be truethe "Purchase Price Adjustment Amount." If Myer does not agree with the Closing Date Pro Forma Financial Statements as prepared by Buyer or Buyer's calculation of the Purchase Price Adjustment Amount, complete Myer shall provide notice of such disagreement to Buyer (the "Dispute Notice," and correct in all respects the date of its delivery, the "Dispute Notice Date"). If Myer and prepared Buyer are unable to agree on the resolution of such disagreement within 30 calendar days following the Dispute Notice Date, Myer and Buyer shall resolve such disagreement in accordance with the Company's historical policies procedures set forth in Section 2.5(b). (b) Buyer and proceduresMyer shall each select an independent certified public accountant within 30 calendar days after the Dispute Notice Date for the purpose of selecting a third independent certified public accountant with a regional or national accounting practice in the life insurance industry (the "Arbiter"). Such accountants shall mutually select the Arbiter and give a written notice to Buyer and Myer identifying the Arbiter, consistently appliedincluding a written acceptance of such appointment from the Arbiter, within twenty Business Days after the last of the two of them is selected. The Arbiter shall not have performed services for either Buyer or Myer or any of their respective Affiliates within the preceding three years and shall not have testified in any dispute in which either Buyer or Myer or any of their respective Affiliates was involved as a party; provided, however, that Buyer and Myer may waive such restriction in writing if they mutually agree to such waiver. Each party shall submit to the Arbiter all information reasonably requested by the Arbiter to enable the Arbiter to independently resolve the issue that is the subject of the Dispute Notice. The Arbiter shall make its own determination of the Purchase Price Adjustment Amount, which may not be less than the Purchase Price Adjustment Amount, as prepared by Buyer, and certified may not be greater than the Purchase Price Adjustment Amount, as true, complete claimed by Myer. The Arbiter shall issue a written report of its determination in reasonable detail and correct shall deliver a copy of such report to Myer and Buyer within 20 Business Days following the Arbiter's receipt of the Dispute Notice. The determination made by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements the Arbiter shall become be final and binding on and may be enforced by any court having jurisdiction. The parties shall cooperate fully in assisting the Parties on Arbiter in determining the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice Purchase Price Adjustment Amount and shall take such actions as are necessary to expedite and to cause the Arbiter to expedite such calculation. Each of Purchaser's disagreement Myer and Buyer shall pay one-half of the total fees and expenses of the Arbiter. Each party shall bear all costs associated with its own appointed independent certified public accountant. ("Notice of Disagreement"c) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-The Closing Date Pro Forma Financial Statements and the Purchase Price Adjustment Amount shall become be deemed to be final and binding upon the Parties on the earlier to occur of: earliest of (i) the date the Parties resolve in writing any differences on which Myer and Buyer jointly agree that they have with respect to any matter specified in the Notice of Disagreementare final, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-31st calendar day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of delivery of the submission Closing Date Pro Forma Financial Statements and the Purchase Price Adjustment Amount by Buyer to Myer pursuant to Section 2.5(a), if Myer has not provided Buyer with a Dispute Notice, and (iii) the date on which all disputes between Buyer and Myer relating to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, Closing Date Pro Forma Financial Statements and the fees and disbursements of Purchaser's independent auditors and counsel incurred Purchase Price Adjustment Amount are resolved in connection accordance with this SECTION 7.2 shall be borne by Purchaser. The final determination Section 2.5(b). (d) If the Net Assets as reflected in the Closing Date Pro Forma Financial Statements are greater than the Net Assets as reflected in the June 30 Pro Forma Balance Sheets (as such June 30 Net Assets are adjusted for net income or net losses during the period from June 30, 1998, through the Closing Date as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224Section 2.5(a)), then Buyer shall pay to Myer an amount equal to the Purchase Price Adjustment Amount. If the Net Assets as reflected in the Closing Date Pro Forma Financial Statements are less than the Net Assets as reflected in the June 30 Pro Forma Balance Sheets (as such June 30 Net Assets are adjusted for net income or net losses during the period from June 30, 1998, through the Closing Date as described in Section 2.5(a)), Myer shall be decreased by the pay to Buyer an amount of any deficiency, or increased by the amount of any excess. Any decrease in equal to the Purchase Price shall be effected by Seller immediately refunding Adjustment Amount. On or before the 20th Business Day following the date on which, pursuant to Purchaser, in cash or by certified or cashier's check or other immediately available fundsSection 2.5(c), the amount of such decrease. Any increase in Closing Date Pro Forma Financial Statements and the Purchase Price Adjustment Amount are deemed to be final, Myer or Buyer, as the case may be, shall be effected pay the Purchase Price Adjustment Amount to the other party by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other wire transfer of immediately available fundsfunds to such bank account(s) as the recipient shall designate in writing, together with interest from the amount of such increaseClosing Date at a rate per annum equal to 7%.

Post-Closing Adjustment to Purchase Price. (a) Within thirty (30) 90 days after the Closing, Citizens shall prepare and deliver to Parent and IAWC a Statement of Net Assets (the "Closing Statement of Net Assets") which reflect the Acquired Assets, as of 11:59 p.m. on the Closing Date, Seller shall deliver to Purchaser based on actual financial performance and calculated in the same manner, utilizing the same accounting principles, policies and methods utilized in preparing the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999), together with (A) an unaudited Balance Sheet Report audit report of Seller's Accountants stating that the Closing Statement of Net Assets have been prepared utilizing the same accounting principles, policies and an income statement methods used in the preparation of the BusinessInterim Statement of Net Assets and (B) a calculation of Citizens' determination of the amount of increase or decrease in the amount of the Acquired Assets of the Business from the Interim Statement of Net Assets Date to the Closing Date which is derived from the Closing Statement of Net Assets ("Seller's Adjustment Amount"). The Closing Statement of Net Assets shall not give effect to any purchase accounting treatment arising from Parent's and IAWC's purchase of their respective Acquired Assets. IAWC and Parent shall pay the fees and expenses of Seller's Accountants incurred in connection with this Section 2.6.4, prepared each bearing the same proportion of such fees and expenses as its respective portion of the Purchase Price bears to the total Purchase Price. Parent and IAWC agree to cooperate, and agree to cause IAWC's Accountants to cooperate, with Citizens and Seller's Accountants in connection with the preparation of the Closing Statement of Net Assets, and related information, and shall provide to Citizens and Seller's Accountants such books, records and information as may be reasonably requested from time to time, including the work papers of IAWC's Accountants. Citizens will give Parent and IAWC and their representatives access during the normal business hours of Citizens to the personnel, books and records of Citizens and the work papers of Seller's Accountants to assist Parent and IAWC in the review of the Closing Statement of Net Assets and related matters. Parent and IAWC agree that, following the Closing through the date on which the Closing Statement of Net Assets are delivered, they will not take any actions with respect to any accounting books, records, policies or procedures on which the Closing Statement of Net Assets are to be based that would make it impossible or impracticable to calculate the Acquired Assets in the manner and utilizing the methods required hereby. Without limiting the generality of the foregoing, no changes shall be made in any reserve or other account existing as of the Effective Date date of the Interim Statement of Net Assets except in the ordinary course or as a result of events occurring after the date of the Interim Statement of Net Assets and, in such event, only in a manner consistent with past practices of Seller. (b) Parent and IAWC may dispute any amounts reflected on the Closing Statement of Net Assets, in the Seller's Adjustment Amount or in the Statement of Certain Assumed Liabilities, provided, however, that Parent or IAWC shall notify Citizens in writing of each Illinois disputed amount, and specify the amount thereof in dispute and the basis of such dispute, within 30 days of the Parent's or IAWC's receipt of the Closing Statement of Net Assets and the Seller's Adjustment Amount (such 30 day period hereinafter referred to as the "Post-Review Period"). In the event of a dispute with respect to the Closing Financial StatementsStatement of Net Assets, the Seller's Adjustment Amount or the Statement of Certain Assumed Liabilities, Parent, IAWC and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Parent, IAWC and Seller are unable to reach a resolution of such differences within 30 days of receipt of Parent's or IAWC's written notice of dispute to Seller, then Parent, IAWC and Seller shall submit the amounts remaining in dispute (together with any amounts remaining in dispute pursuant to Section 2.6.4(b) of each of the Related Purchase Agreements) for resolution to an independent accountant firm of national reputation mutually appointed by Seller, Parent, and IAWC (such independent accounting firm being herein referred to as the "Third Accounting Firm"), which shall be truerequested to determine and report to the parties, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedureswithin 30 days after such submission, consistently appliedupon such remaining disputed amounts, and certified as truesuch report shall be final, complete binding and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding conclusive on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have parties hereto with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Selleramounts disputed. The fees and disbursements of Sellerthe Third Accounting Firm shall be allocated between Parent and IAWC on the one hand and Seller Parties on the other hand so that the Seller Parties' share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Parent and IAWC to the Third Accounting Firm that is unsuccessfully disputed by Parent and IAWC (as finally determined by the Third Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by Parent and IAWC to the Third Accounting Firm. Parent and IAWC shall pay the fees and expenses of IAWC's independent auditors and counsel Accountants incurred in connection with this SECTION 7.2 Section 2.6.4(b). Seller's Adjustment Amount, if there are no disputes with respect thereto, or Seller's Adjustment Amount as adjusted after the resolution of all disputes with respect thereto in accordance herewith, shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination referred to as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial StatementsNet Asset Adjustment.". To (c) If the extent that the net worth of SellerBase Cash Purchase Price plus (or minus, as set forth in if negative) the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224)Net Asset Adjustment exceeds the Initial Cash Payment, then the Purchase Price within five (5) business days after final determination thereof Parent and IAWC shall be decreased by pay Seller the amount of any deficiency, or increased by such excess together with interest thereon for the amount period commencing on the Closing Date through the date of any excess. Any decrease in payment calculated at the Purchase Price shall be effected by Seller immediately refunding to Purchaser, Prime Rate in cash or by certified or cashier's check federal or other wire transfer of immediately available funds, or certified or bank cashier's check. If the Initial Cash Payment exceeds the sum of the Base Cash Purchase Price plus (or minus, if negative) the Final Net Asset Adjustment, then within five (5) business days after final determination thereof Seller shall pay Parent and IAWC the amount of such decrease. Any increase in excess together with interest thereon for the Purchase Price shall be effected by Purchaser immediately delivering to Seller, period commencing on the Closing Date through the date of payment calculated at the Prime Rate in cash or by certified or cashier's check federal or other wire transfer of immediately available funds, or certified or bank cashier's check. The amount paid by or to Parent and/or IAWC under this Section 2.6.5(c) shall be based on the amount appropriate adjustments to the prices of such increasethe Acquired Assets being acquired by each of Parent and IAWC, respectively.

Post-Closing Adjustment to Purchase Price. Within thirty ninety (3090) days after the Closing Date, Seller Invatec shall deliver to Purchaser the Stockholders an unaudited Balance Sheet Report and an income statement balance sheet of the BusinessCompany, prepared as of the Effective Closing Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser the Stockholders unless Purchaser furnishes the Stockholders furnish written notice of Purchaser's their disagreement ("Notice of Disagreement") to Seller Invatec prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser the Stockholders to Seller Invatec in accordance with this SECTION 7.2PARAGRAPH 5, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below)Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") Accounting Firm for review and resolution. The Arbitrator In connection with such submission, Invatec and each Stockholder shall be such nationally recognized independent public accounting firm as shall be agreed upon promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Parties in writing, and all Accounting Firm. All proceedings conducted by the Arbitrator Accounting Firm shall be conducted at the offices of the Arbitrator Accounting Firm in San FranciscoLouisville, CaliforniaKentucky. The Arbitrator Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the ArbitratorAccounting Firm. The cost of any arbitration proceeding (including the fees of the Arbitrator Accounting Firm but excluding the fees and disbursements of each partyParty's independent auditors and counsel) pursuant to this SECTION 7.2 PARAGRAPH 5 shall be borne one-half by Purchaser Invatec and one-half half, jointly and severally, by Sellerthe Stockholders. The fees and disbursements of SellerStockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this SECTION 7.2 PARAGRAPH 5 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by PurchaserInvatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To ." Stockholders hereby agree, jointly and severally, to pay to Invatec within five business days of delivery of the extent that Final Post-Closing Financial Statements to Invatec and to Stockholders, an aggregate amount equal to the net worth amount, if any, by which (a) Two Million One Hundred Three Thousand Seven Hundred Sixty-Five and No/100 Dollars ($2,103,765.00) minus (i) the reimbursement for S Corporation taxes, the Recapture Reimbursement and the reimbursement for professional fees and expenses contemplated herein, and (ii) $15,200 for equipment acquired and capitalized by the Company between October 31, 1997, and the Closing Date, as disclosed on SCHEDULE 2.17(A) of Sellerthe Disclosure Statement exceeds (b) the Working Capital, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price . Determinations hereunder shall be decreased by consistent with the amount of any deficiency, or increased by the amount of any excess. Any decrease methodology reflected in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseSCHEDULES I AND II.

Post-Closing Adjustment to Purchase Price. Within thirty (a) As soon as practicable (and in any event within 15 days following the Closing), the Seller shall prepare and deliver to the Buyer financial statements of the Seller for the nine months ended September 30, 2005 (the “Closing Financial Statements”), including a balance sheet (the “Closing Balance Sheet”) days after with a calculation of Net Tangible Assets as of the Closing Date, Seller shall deliver to Purchaser an unaudited Balance Sheet Report and an income statement of the Business, prepared as of the Effective Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct audited by Seller, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇, LLP. It is anticipated the ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, LLP will complete the audit within 60 days after the Closing Date. These Post-Buyer and Seller shall each pay half of the fees, costs and expenses of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP related to the audit of the Closing Financial Statements. The Closing Financial Statements shall become be prepared in accordance with GAAP and the Seller shall conduct a physical verification of its inventory in connection with its preparation of the Closing Financial Statements. The Closing Financial Statements shall be final, binding and conclusive on the parties hereto, unless either party gives written notice of any objections thereto, setting forth in reasonable detail the amounts in dispute, the basis for such dispute (a “Purchase Price Objection Notice”), to the other party within 30 days after receipt of the Closing Financial Statements. During such 30-day period, the parties shall, and shall cause their Representatives to, make reasonably available to the other party, on a timely basis, such of the party’s books, records and appropriate personnel as the other party may reasonably request in connection with its review of the Closing Financial Statements. If a party delivers a Purchase Price Objection Notice as provided above, the parties shall attempt in good faith to resolve such party’s objections, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Buyer and the Seller. If the parties are unable to resolve, despite good faith negotiations, all disputes reflected in the Purchase Price Objection Notice within 10 days of the Buyer’s delivery of a Purchase Price Objection Notice (the “Purchase Price Resolution Period”), the parties shall, within 10 days after expiration of the Purchase Price Resolution Period, submit any such unresolved dispute to a mutually acceptable independent accounting firm (the “Independent Accounting Firm”). The Buyer and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Independent Accounting Firm to the extent available to the Buyer or its Representatives or the Seller or its Representatives. The Buyer and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm shall determine the amount of Net Tangible Assets as of the Closing Date within 30 days after the submission of the unresolved disputes to the Independent Accounting Firm, and such determination shall be final, binding and conclusive on the parties. The fees, costs and expenses of the Independent Accounting Firm shall be paid by the party whose calculation of Net Tangible Assets varied by the greater amount from the final determination by the Independent Accounting Firm. The Closing Financial Statements, as revised to reflect the resolution of any and all disputes by the parties and/or the determination by the Independent Accounting Firm, shall be deemed the “Closing Financial Statements.” (b) Upon final determination of the Closing Financial Statements, including the Closing Balance Sheet and the Net Tangible Assets as of the Closing Date pursuant to this Section 2.06, the following adjustment shall be made: (i) if the Net Tangible Assets set forth in the Closing Balance Sheet (“Closing Net Tangible Assets”) are equal to or greater than $500,000, the amount of the excess, if any, shall be paid to the Seller as additional Purchase Price within 10 days after the Closing Balance Sheet becomes final and binding on the Parties on parties pursuant to Section 2.06(a) and the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") Escrow Amount shall be released to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final terms of the Escrow Agreement and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or Section 2.08; or (ii) if the date any disputed matters Closing Net Tangible Assets are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds500,000, the amount of such decrease. Any increase in the Purchase Price difference shall be effected by Purchaser immediately delivering returned to Seller, the Buyer from the Escrow Account in cash or by certified or cashier's check or other immediately available funds, accordance with the amount terms of such increasethe Escrow Agreement and Section 2.08.

Post-Closing Adjustment to Purchase Price. Within thirty (30a) As soon as reasonably practical following the Closing (but in no event more than ninety (90) days after the Closing Date, Seller shall deliver to Purchaser an unaudited Balance Sheet Report and an income statement of the Business, prepared as of the Effective Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared taking into account the inventory count performed in accordance with Section 2.4(a) or 2.4(b), as appropriate, the Company's historical policies Buyers shall prepare and proceduresdeliver to the Sellers (i) the Closing Balance Sheets, consistently appliedwhich Buyers may, at their sole option and certified as trueexpense, complete have audited within such ninety (90) day period; and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding (ii) based on the Parties on Closing Balance Sheets, a calculation of the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice US Net Worth and the Canadian Net Worth. Sellers shall cooperate fully with Buyers in the preparation of Purchaser's disagreement the Closing Balance Sheets. All expenses incurred in connection with the preparation of the Closing Balance Sheets shall be the responsibility of the Buyers. ("Notice of Disagreement"b) to Seller prior to such date. Any Notice of Disagreement shall specify in detail The Closing Balance Sheets and the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements Net Worths shall become final and binding upon the Parties on parties unless, within sixty (60) days following delivery to the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing Sellers by the Arbitrator (as defined below). During Buyers of the 10-day period following Closing Balance Sheets and the delivery of a Notice of DisagreementNet Worths, the Parties Sellers notify the Buyers of their objection thereto, which objection may only be that the Closing Balance Sheets or the Net Worths were not properly computed in accordance with the Accounting Methodology and this Section 2.5. Any notice of objection shall seek specify in reasonable detail the reasons for objection. If the Sellers so notify the Buyers of their objection to the Closing Balance Sheets and/or the Net Worths, the Sellers and the Buyers shall negotiate in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreementdifferences. If, within thirty (30) days following the receipt of such notice by the Buyers (the "Resolution Period"), any of such differences have not been resolved, then the parties shall submit the dispute to KPMG LLP or another mutually agreed independent accounting firm selected by Buyers and the Sellers (the "Independent Accounting Firm"). The Independent Accounting Firm will conduct its own review and evaluate those items or amounts in the Closing Balance Sheets relevant to the calculation of the Net Worths and shall determine only those items still in dispute at the end of the Resolution Period and shall determine whether such items have been prepared in accordance with the terms of this Agreement and, with respect to both Closing Balance Sheets, with US generally accepted accounting principles, consistently applied. The Independent Accounting Firm will be granted reasonable access to all records of the Companies necessary for the conduct of such review, and the parties hereto agree to follow such procedures and make such submissions to the Independent Accounting Firm as it may request in conducting its review and making its determination under this Section 2.5(b). Buyers and Sellers shall instruct the Independent Accounting Firm to not assign a value to any item in dispute greater than the highest value for such item assigned by Buyers or Sellers, or less than the lowest value for such item assigned by Buyers or Sellers. Each party agrees to execute, if requested by the Independent Accounting Firm, a reasonable engagement letter. The Independent Accounting Firm's determination shall be made within forty-five (45) days after its engagement (which engagement shall be made no later than ten (10) Business Days after the end of the Resolution Period), or as soon thereafter as possible, shall be set forth in a written statement delivered to the Sellers and the Buyers and shall be final, conclusive, non-day period (or such longer period of time as appealable and binding for all purposes hereunder. In the Parties may agree upon event the Sellers object to the Closing Balance Sheets and the Net Worths in writingaccordance with this Section 2.5(b), the Parties Closing Balance Sheets and the Net Worths, adjusted to reflect the determination of the Independent Accounting Firm with respect to the disputed items and the agreed resolutions with respect to items for which the Sellers and the Buyers have reached a resolution, shall become final and binding upon the parties. The determination of the Independent Accounting Firm shall not reached agreement on such mattersbe deemed an award subject to review under the Federal Arbitration Act or any other statute. The fees and expenses of the Independent Accounting Firm in resolving any differences pursuant to this Section 2.5(b) shall be paid one-half by the Sellers and one-half by the Buyers. (c) Within ten (10) days following the final determination of the Closing Balance Sheets and the Net Worths in accordance with Section 2.5(b): (i) If the sum of the US Net Worth plus the Canadian Net Worth is greater than $29,061,000 (which amount was computed by reference to the June 2002 Financial Statements and the September 2002 Financial Statements in accordance with the Accounting Methodology, and which amount is subject to adjustment as set forth therein), the matters US Buyer shall deliver to the US Seller, at the sole option of the US Buyer, either (1) that whole number (with any fractional shares to be paid in cash, unless Buyers elect to round up the number of shares) of shares of Barnes Common Stock that when multiplied by the Stock Value (as deter▇▇▇▇▇ on the date that is two (2) Business Days prior to the Closing Date) equals the amount of such excess, or (2) by wire transfer of immediately available funds, cash in an amount equal to such excess; or (ii) If the sum of US Net Worth plus the Canadian Net Worth is less than $29,061,000 (which remain amount was computed by reference to the June 2002 Financial Statements and the September 2002 Financial Statements in disputeaccordance with the Accounting Methodology, together with copies of this Agreementand which amount is subject to adjustment as set forth therein), the Post-US Seller shall deliver to the US Buyer, at the sole option of US Seller, either (1) that whole number (with any fractional shares to be paid in cash, unless Sellers elect to round up the number of shares) of shares of Barnes Common Stock that when multiplied by the Stock Value (as deter▇▇▇▇▇ on the date that is two (2) Business Days prior to the Closing Financial StatementsDate) equals the amount of such deficiency, and or (2) by wire transfer of immediately available funds, cash in an amount equal to such deficiency. (d) In the Notice event Sellers shall not have paid any amount due to Buyers under this Section 2.5 when due (or shall not have authorized the delivery of Disagreementthe applicable number of shares out of the Retainage to Buyers), shall be submittedthen, within upon not less than five (5) days following the expiration of such 10-day period (or any agreed upon extension thereofwritten notice to Sellers, Buyers shall be permitted to offset amounts due to Buyers from Sellers under Section 2.5(c)(ii), to an arbitrator (if any, against the "Arbitrator") for review and resolutionRetainage. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as As soon as practicable following any such offset, Buyers shall provide Sellers with notice of such offset. In the date event of, and to the extent of, any such offset, ownership of that portion of the submission Retainage so off-set shall revert to US Buyer, and all rights of US Seller to the Arbitrator. The cost of any arbitration (including the fees off-set portion of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as Retainage set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price Section 2.3(d) shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increaseterminate.

Post-Closing Adjustment to Purchase Price. Within thirty ninety (3090) days after the Closing Date, Seller Invatec shall deliver to Purchaser the Stockholders an unaudited Balance Sheet Report and an income statement combined balance sheet of the BusinessCompany and the Company Subsidiaries, prepared as of the Effective Closing Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser the Stockholders unless Purchaser a Stockholder furnishes written notice of Purchaser's his disagreement ("Notice of Disagreement") to Seller Invatec prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser a Stockholder to Seller Invatec in accordance with this SECTION 7.2PARAGRAPH 5, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below)Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") Accounting Firm for review and resolution. The Arbitrator In connection with such submission, Invatec and each Stockholder shall be such nationally recognized independent public accounting firm as shall be agreed upon promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Parties in writing, and all Accounting Firm. All proceedings conducted by the Arbitrator Accounting Firm shall be conducted at the offices of the Arbitrator Accounting Firm in San FranciscoHouston, CaliforniaTexas. The Arbitrator Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the ArbitratorAccounting Firm. The cost of any arbitration proceeding (including the fees of the Arbitrator Accounting Firm but excluding the fees and disbursements of each partyParty's independent auditors and counsel) pursuant to this SECTION 7.2 PARAGRAPH 5 shall be borne one-half by Purchaser Invatec and one-half half, jointly and severally, by Sellerthe Stockholders. The fees and disbursements of SellerStockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this SECTION 7.2 PARAGRAPH 5 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by PurchaserInvatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements.". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224), then the Purchase Price shall be decreased by the amount of any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.

Post-Closing Adjustment to Purchase Price. Within thirty 2.8 (30a) Not more than one hundred twenty (120) days after the Closing Date, Seller Buyer shall prepare and deliver to Purchaser an unaudited Balance Sheet Report and an income Seller Representative a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s calculation of (i) the actual amount of the BusinessClosing Working Capital, prepared calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital as of the Effective Balance Sheet Date set forth on Schedule 1A, (ii) the "actual amount of the Assumed Indebtedness, (iii) the Purchase Price in accordance with Section 2.5 resulting from such actual amount of Closing Working Capital and Assumed Indebtedness, and (iv) the Seller Net Sale Proceeds resulting from the Purchase Price as calculated pursuant to Section 2.8(a)(iii). The Closing Statement shall become Final and Binding on the Final Resolution Date. (b) During the thirty (30) days after delivery of the Closing Statement, Buyer will provide Seller Representative and its accountant reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any of Buyer’s accountants’ work papers related to the calculation of amounts in the Closing Statement (subject to the execution of any access letters that such accountants may reasonably require in connection with the review of such work papers), and (ii) to the employees and other Representatives of Buyer who were responsible for the preparation of the Closing Statement to respond to questions relating to the preparation of the Closing Statement and the calculation of the items thereon, in each case solely to allow Seller Representative to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. Any information shared with Seller Representative or its accountant will be subject to Section 6.14, and Buyer shall not have any obligation to provide information or access to information, materials or Persons if doing so could reasonably be expected to result in the waiver of any attorney-client privilege or the disclosure of any Trade Secrets or violate any Law or the terms of any applicable Contract to which Buyer or any of its Affiliates is a party. If Seller Representatives disagrees with any of Buyer’s calculations set forth in the Closing Statement, Seller Representative may, within sixty (60) days after delivery of the Closing Statement, deliver a written notice of their disagreement (a “Post-Closing Financial Statements")Notice of Disagreement”) to Buyer disagreeing with such calculations; provided, which shall be truehowever, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These that such Post-Closing Financial Statements Notice of Disagreement shall become final and binding include only objections based on whether (A) the amounts set forth on the Parties Closing Statement were prepared in a manner consistent with the provisions of this Agreement or (B) there were mathematical errors in the computation of any amount set forth on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such dateClosing Statement. Any Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Seller Representative disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Seller Representative’s calculation, based on such objections, of the Closing Working Capital or the Assumed Indebtedness, as applicable, and the Purchase Price resulting therefrom. To the extent not set forth in detail such Post-Closing Notice of Disagreement, Seller Representative shall be deemed to have agreed with Buyer’s calculation of all items and amounts contained in the nature of any disagreement so assertedClosing Statement. If Buyer does not receive a Post-Closing Notice of Disagreement from Seller Representative within such sixty (60) day period, then the amounts set forth in the Closing Statement shall become Final and Binding. PUBLIC COPY (c) If a Post-Closing Notice of Disagreement is sent received by Purchaser Buyer on or prior to Seller in accordance with this SECTION 7.2the sixtieth (60 th ) day following Buyer’s delivery of the Closing Statement, then Buyer and Seller Representative shall, during the thirty (30) days following Buyer’s receipt of such Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which that they may have with respect to any matter the matters specified in the such Post-Closing Notice of DisagreementDisagreement which may involve meetings between senior management of Buyer and Seller Representative to facilitate a resolution; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Buyer and Seller Representative. IfIf Buyer and Seller Representative are not able to resolve their differences during such thirty (30) day period, then at the end of such 10period, Buyer and Seller Representative shall promptly mutually engage and submit for Final and Binding resolution any and all matters related to such Post-day period Closing Notice of Disagreement that remain in dispute to Deloitte & Touche LLP, or if Deloitte & Touche LLP is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). Each of Buyer and Seller Representative shall make readily available to the Accounting Firm all relevant financial books and records, including any accountants’ work papers (subject to the execution of any access letters that such accountants may require in connection with the review of such work papers) relating to the Closing Statement or such longer period the Post- Closing Notice of time as Disagreement. Buyer and Seller Representative shall enter into a customary engagement letter with the Parties may agree upon Accounting Firm, which engagement letter shall explicitly provide that, in writing), resolving the Parties have not reached agreement on such matters, the matters which remain amounts in dispute, together with copies of this Agreement, the Accounting Firm shall (i) consider only those items or amounts disputed by Seller Representative in the Post-Closing Financial StatementsNotice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand; and (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 2.8. The Accounting Firm’s determination will be based solely upon information presented by Buyer and Seller Representative, and not on the Notice basis of Disagreementindependent review. Buyer and Seller Representative shall cause the Accounting Firm to deliver to Buyer and Seller Representative as promptly as practicable (but in any event within thirty (30) days of its retention) a written report setting forth its determination of the amounts in dispute. Absent manifest error, in which case the dispute resolution provisions set forth in Section 13.3 shall apply, the written report prepared by the Accounting Firm shall be Final and Binding and judgment upon the determination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (d) Buyer and Seller Representative shall each be responsible for the fees and expenses of the Accounting Firm pro rata, as between Buyer, on the one hand, and Seller Representative, on the other hand, in proportion to the relative difference between the positions taken by Buyer and Seller Representative compared to the determination of the Accounting Firm. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 2.8, including fees and expenses of attorneys and accountants, shall be submittedborne and paid by the Party incurring such expense. (e) If the Purchase Price as finally determined pursuant to this Section 2.8 is less than the Estimated Purchase Price (the absolute value of such difference, the “Closing Payment Shortfall Amount”), then Buyer shall be paid an amount equal to the Closing Payment Shortfall Amount from the Escrow Account to the extent that funds remain available in the Escrow Account, and, in furtherance of the foregoing, Buyer and Seller Representative shall, within five (5) days following Business Days after the expiration of such 10-day period (or any agreed upon extension thereof)Final Resolution Date, deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to pay an amount equal to the Closing Payment Shortfall Amount from the Escrow Account to an arbitrator (account designated by Buyer. If funds from the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by Escrow Account are not sufficient to satisfy the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices entirety of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (including the fees of the Arbitrator but excluding the fees and disbursements of each party's independent auditors and counsel) pursuant to this SECTION 7.2 shall be borne one-half by Purchaser and one-half by Seller. The fees and disbursements of Seller's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Seller, and the fees and disbursements of Purchaser's independent auditors and counsel incurred in connection with this SECTION 7.2 shall be borne by Purchaser. The final determination as described in the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements". To the extent that the net worth of Seller, as set forth in the Final Post-Closing Financial Statements, is less than or greater than Twenty-Seven Thousand Two Hundred Twenty-Four Dollars ($27,224)Payment Shortfall Amount, then the Purchase Price Sellers, jointly and severally, shall be decreased by the amount of pay any deficiency, or increased by the amount of any excess. Any decrease in the Purchase Price shall be effected by Seller immediately refunding to Purchaser, in cash or by certified or cashier's check or other immediately available funds, the amount of such decrease. Any increase in the Purchase Price shall be effected by Purchaser immediately delivering to Seller, in cash or by certified or cashier's check or other immediately available funds, the amount of such increase.remaining PUBLIC COPY