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

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment, if any, after the Closing Date as specified in this Section 2.5. (a) As soon as reasonably practical following (practicable, but not more than in any event within 60 days after) following the Closing Date, Seller Itron shall prepare and Buyer shall jointly prepare an unaudited consolidated deliver to STC (i) a combined balance sheet of the ACBR Entities Business as of the Closing Date prepared in a manner consistent with past practices of the Business and as set forth on Exhibit 2.5 (the “Closing Balance Sheet”). The Closing ; (ii) the Adjusted Balance Sheet; and (iii) a certificate based on such Adjusted Balance Sheet will reflect setting forth Itron’s calculation of the Adjustments andClosing Net Working Capital, except for the Adjustments, will be as prepared in accordance with GAAP and the provisions set forth on a basis consistent with Exhibit 2.5 (the Financial Information of the ACBR Entities“Certificate”). The Seller Group and Itron shall mutually cooperate and assist each other in order to prepare the Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)and Adjusted Balance Sheet. (b) If the Closing Net Working Capital is less than the Base Period Net Working Capital, then within 45 days of delivery of the Certificate, STC (on behalf of itself and the other members of the Seller Group) shall pay, or cause another member of the Seller Group to pay, by wire transfer in immediately available funds to the Purchasers (as directed by Itron on behalf of itself and the other Purchasers) as a downward adjustment to the Purchase Price, the amount equal to the excess of (i) the Base Period Net Working Capital over (ii) the Closing Net Working Capital. If the Closing Net Working Capital is greater than the Base Period Net Working Capital, then within 45 days of delivery of the Certificate, Itron (on behalf of itself and the other Purchasers) shall pay by wire transfer of immediately available funds to the members of the Seller Group (as directed by STC on behalf of itself and the other members of the Seller Group) as an upward adjustment to the Purchase Price, the amount equal to the excess of (x) the Closing Net Working Capital over (y) the Base Period Net Working Capital. (c) The Seller Group may dispute any amounts reflected on the Adjusted Balance Sheet; provided, however, that STC shall have notified Itron in writing of each disputed item specifying the amount thereof in dispute, the calculation of the disputed amount and setting forth, in reasonable detail, the basis for such dispute, within 45 days of STC’s receipt of the Adjusted Balance Sheet and the Certificate. To the extent STC shall not have notified Itron in writing by such time of any disputed amount reflected on the Closing Balance Sheet, including STC shall be deemed to have agreed with all items and amounts contained in the Closing Date Balance Sheet and Itron’s calculation of the Closing Net Working Capital. In the event of a dispute, Itron and STC shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate attempt in good faith to resolve any differences for an additional 30 daysreconcile their differences. If Itron and STC are unable to reach a resolution within 30 Business Days after receipt by Itron of STC’s written notice of dispute, Itron and STC shall submit the end items remaining in dispute for resolution by an Independent Accounting Firm, to whom Itron and STC, respectively, shall submit the items remaining in dispute for resolution. The Independent Accounting Firm shall be instructed to resolve, within 30 Business Days of such submission, such remaining disputed items. The report of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, Independent Accounting Firm shall be final, conclusive and binding on Itron, STC and not subject to any appealtheir Affiliates. The fees and expenses of such accounting firm in connection with any such resolution the Independent Accounting Firm shall be paid one-half allocated to Itron and STC in proportion to the amount unsuccessfully disputed by Seller such party out of the aggregate disputed amount submitted to the Independent Accounting Firm. Itron and one-half by BuyerSTC shall pay the costs and expenses of their own accountants and attorneys. (cd) Within 10 days following Itron (on behalf of itself and the final determination other Purchasers), STC, BVI and each member of the Closing Balance Sheet Non-U.S. Seller Group, as appropriate, shall cooperate to prepare an adjusted Allocation, an adjusted Section 338 Allocation and the Closing Date Working Capital, a final adjustment an adjusted Section 1060 Allocation to reflect any adjustments to the Purchase Price (made pursuant to Section 2.5(b). If, on the “Final one hand, the payment of the adjusted Purchase Price Adjustment”pursuant to Section 2.5(b) occurs after the finalization or determination of an allocation under Section 2.3, then the parties shall be made and paid as follows: have 15 days from the date of such payment to agree upon the corresponding adjusted allocation required by this Section 2.5(d). If, on the other hand, the payment of the adjusted Purchase Price pursuant to Section 2.5(b) occurs before the finalization or determination of an allocation under Section 2.3, then the parties (i) if the Closing Date Working Capital is less than the Estimated Working Capitalshall not prepare a separate corresponding adjusted allocation under this Section 2.5(d), then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if shall instead take into account such adjusted Purchase Price in such original allocation under Section 2.3 and (iii) shall have an additional 15 days beyond the Closing Date Working Capital is greater than date specified in Section 2.3 to agree upon such allocation. If the Estimated Working Capitalparties are unable to agree on any of the adjusted allocations within the above specified periods, then Buyer they shall promptly payselect an Independent Accounting Firm to determine any such disputed allocation, or cause provided that the Independent Accounting Firm shall take into account the facts, information and documentation used by each party to be paid to Seller, in cash, an amount equal to the amount prepare its version of such difference; and (d) As used herein, disputed allocation and the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, strength of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth factual and legal arguments made by each party in support thereof and shall specifically comment on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet such evidence and the Closing Date Balance Sheet, as applicablearguments in rendering its determination.

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to a dollar-for-dollar adjustment as follows: (a) As soon promptly as reasonably practical following (practical, but not more no later than 60 days after) February 14, 2004, the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of and deliver to the ACBR Entities Seller a statement setting forth the Net Working Capital as of the Closing close of business on the Effective Date (the “Closing Balance SheetEffective Net Working Capital Statement”). The Closing Balance Sheet will reflect During the period of any dispute with respect to the application of this Section 3.3(a), the Buyer shall provide the Seller full access to the books, records and facilities of the business, and shall cooperate with the Seller to the extent reasonably requested by the Seller to investigate the basis for such dispute. Not later than 30 calendar days after receipt of the Effective Net Working Capital Statement, the Seller shall provide the Buyer with a list of those items, if any, to which the Seller takes exception and the Seller’s proposed adjustment (the “Proposed Adjustments”). If the Seller fails to deliver to the Buyer the Proposed Adjustments andwithin 30 calendar days following receipt of the Effective Net Working Capital Statement, except the Seller shall be deemed to have accepted the Effective Net Working Capital Statement for the purpose of any Purchase Price adjustment under Section 3.3(b) hereof. If the Buyer does not give the Seller notice of objections within 30 calendar days following receipt of the Proposed Adjustments, the Buyer shall be deemed to have accepted the Proposed Adjustments for the purpose of any Purchase Price adjustment under Section 3.3(b) hereof. If the Buyer gives the Seller notice of objections to the Proposed Adjustments, and if the Buyer and the Seller are unable, within 15 calendar days after receipt by the Seller of the notice by the Buyer of objections, to resolve the disputed exceptions, such disputed exceptions, together with a written summary of the present dispute and a good faith proposal as to what the final determination should be, will be prepared in accordance with GAAP referred to Deloitte & Touche USA LLP or if Deloitte & Touche USA LLP is unwilling or unable to serve, a nationally recognized firm of independent certified public accountants mutually acceptable to the Buyer and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date Seller (the “Closing Date Working CapitalAccounting Firm”). (b) within 15 calendar days thereafter. The Closing Balance SheetAccounting Firm, including which shall act as experts and not arbitrators, and whose determination shall be final and binding, shall, within 60 days following its selection, deliver to the Closing Date Working CapitalBuyer and the Seller a written report determining such disputed exceptions, shall become final and its determinations will be conclusive and binding upon the parties unless within 60 days following thereto for the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve purpose of any differences for an additional 30 daysPurchase Price adjustment under Section 3.3(b) hereof. If by the end The determinations of the additional 30 day period such differences have not been resolved, they Accounting Firm shall be resolved by made in accordance with GAAP consistently applied with the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firmSeller’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appealpast practices. The fees and expenses disbursements of such accounting firm in connection with any such resolution the Accounting Firm shall be paid one-half borne by Seller and one-half by Buyer. (c) Within 10 days following the final determination party whose calculation of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Net Working Capital is less than closely aligns with the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount calculation of such difference; and (ii) if the Closing Date Net Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of as conclusively determined by such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicablefirm.

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical BAC shall prepare and deliver the Proposed Deposit Date Balance Sheet to GSCNY no later than the end of the one hundred and twenty (120) day period beginning on the first day following (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Proposed Deposit Date Balance Sheet and the Net Working Capital as stated therein shall be deemed to be final, binding and conclusive on the parties (at which time the Proposed Deposit Date Balance Sheet shall be deemed to constitute the Deposit Date Balance Sheet and the Net Working Capital reflected in the Proposed Deposit Date Balance Sheet shall be deemed to be the Deposit Date Net Working Capital) upon the earliest of: (i) the date that GSCNY delivers an Acceptance Notice to BAC; (ii) in the event that GSCNY does not deliver an Acceptance Notice or a Dispute Notice to BAC before the end of the sixty (60) day period beginning on the first day following the date on which the Proposed Deposit Date Balance Sheet is delivered by BAC to GSCNY (the “Objection Period”), the first day following the expiration of such Objection Period; and (iii) in the event that GSCNY delivers a Dispute Notice to BAC within the Objection Period, the date on which all disputes between GSCNY and BAC concerning the amount of the Net Working Capital have been resolved in writing, whether by agreement of BAC and GSCNY or by the Independent Accounting Firm as provided for by Section 2.06(c). (c) During the Objection Period, BAC shall provide GSCNY with reasonable access to all of the applicable documents, books and records used by BAC in preparing the Proposed Deposit Date Balance Sheet. GSCNY shall have the right to either accept or dispute the amounts reflected on the Proposed Deposit Date Balance Sheet, including the Closing amount of the Net Working Capital as reflected therein, by delivering written notice (as applicable, an “Acceptance Notice” or a “Dispute Notice”) to BAC before the expiration of the Objection Period. The Dispute Notice shall identify with reasonable particularity each disputed item on the Proposed Deposit Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including specify the Closing Date Working Capitalamount of such dispute and set forth the general basis for each item in dispute. In the event of such a dispute, in which case Seller GSCNY and Buyer BAC shall negotiate attempt in good faith to resolve reconcile their dispute, and any differences for an additional 30 daysresolution by them as to any disputed items shall be final, binding and conclusive on GSCNY and BAC. If by GSCNY and BAC are unable to reach a resolution of their differences within thirty (30) days following the end of date GSCNY delivers the additional 30 day Dispute Notice to BAC (or such longer period such differences have not been resolvedas they may agree in writing), they then GSCNY and BAC shall be resolved by the Philadelphia, Pennsylvania office of an promptly submit any remaining disputed items to any independent accounting firm of at least regional reputation mutually acceptable to Seller GSCNY and BuyerBAC (the “Independent Accounting Firm”). If any remaining disputed items are submitted to the Independent Accounting Firm for resolution: (i) each party will furnish to the Independent Accounting Firm such workpapers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may reasonably request and are available to such party, and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items and to discuss (in the presence of the other party) the resolution of the disputed items with the Independent Accounting Firm; (ii) the Independent Accounting Firm will use its good faith efforts to resolve the disputed items within thirty (30) days of submission of the disputed items to the Independent Accounting Firm; (iii) the determination by the Independent Accounting Firm, as set forth in a written notice to GSCNY and BAC setting forth the reasons underlying such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capitaldetermination, shall be final, binding and not subject to any appeal. The conclusive on GSCNY and BAC; and (iv) the fees and expenses disbursements of such accounting firm in connection with any such resolution the Independent Accounting Firm shall be paid one-half split equally between BAC on the one hand and Sellers on the other hand. If GSCNY delivers a Dispute Notice to BAC before the expiration of the Objection Period, the Net Working Capital as determined by Seller written agreement of GSCNY and one-half BAC, or as determined by Buyerthe Independent Accounting Firm, shall be deemed to be the Deposit Date Net Working Capital and shall be conclusive and binding on the Sellers and BAC. (cd) Within 10 days following The provisions of this Section 2.07(d) shall apply only in the final determination event that the Purchase Price is not adjusted at Closing in accordance with the provisions of Section 2.06 above. In the Closing Balance Sheet and event that the Closing Deposit Date Net Working Capital is less than the Established Net Working Capital or greater than the Established Net Working Capital, within ten (10) Business Days after the Proposed Deposit Date Balance Sheet is deemed to be final, binding and conclusive on the parties, a final cash adjustment to the amount of the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid made, on a dollar-for-dollar basis, as follows: (i) if in the Closing event that the Deposit Date Net Working Capital is less than the Estimated Established Net Working Capital, then Seller the Sellers shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to pay the Purchasers (allocated between BAC and the Trustee as they may so request) the amount of such differenceby which the Established Net Working Capital exceeds the Deposit Date Net Working Capital, together with interest thereon as determined below in immediately available funds by wire transfer to an account or accounts specified by the Purchasers; and (ii) if in the event that the Deposit Date Net Working Capital is greater than Established Net Working Capital, then the Purchasers shall pay to the Sellers the amount by which the Deposit Date Net Working Capital exceeds the Established Net Working Capital together with interest thereon as provided below in immediately available funds by wire transfer to an account or accounts specified by the Sellers. (e) The provisions of this Section 2.07(e) shall apply only in the event that the Purchase Price is adjusted at Closing in accordance with the provisions of Section 2.06 above. In the event that the Deposit Date Net Working Capital is less than or greater than the Adjusted Established Net Working Capital, within ten (10) Business Days after the Proposed Deposit Date Balance Sheet is deemed to be final, binding and conclusive on the parties, a cash adjustment to the amount of the Purchase Price shall be made, on a dollar-for-dollar basis, as follows: (i) in the event that the Deposit Date Net Working Capital is less than the Adjusted Established Net Working Capital, then the Sellers shall pay the Purchasers (allocated between BAC and the Trustee as they may so request) the amount by which the Adjusted Established Net Working Capital exceeds the Deposit Date Net Working Capital, together with interest thereon as determined below in immediately available funds by wire transfer to an account or accounts specified by the Purchasers; and (ii) in the event that the Deposit Date Net Working Capital is greater than the Estimated Adjusted Established Net Working Capital, Capital then Buyer the Purchasers shall promptly pay, or cause to be paid to Seller, in cash, an amount equal pay to the Sellers the amount of such difference; andby which the Deposit Date Net Working Capital exceeds the Adjusted Net Working Capital together with interest thereon as provided below in immediately available funds by wire transfer to an account or accounts specified by the Sellers. (df) As used hereinThe amount payable by Sellers to the Purchasers or by the Purchasers to Sellers as determined by the provisions of Section 2.07(d) or (e) above, the term “Working Capital” means the calculationas applicable, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and shall bear interest from the Closing Date Balance Sheet, as applicableto the date that any such payment is made at an annual rate equal to five percent (5%).

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not Not more than 60 ninety (90) days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date and deliver to Seller Representative a statement (the “Closing Balance SheetStatement”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared ) setting forth in accordance with GAAP and on a basis consistent with the Financial Information reasonable detail Buyer’s calculation of the ACBR Entities. The Closing Balance Sheet will set forth (i) the actual amount of the Closing Working Capital, calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital of the ACBR Entities as of the Balance Sheet Date set forth on Schedule 1C (provided that, unless otherwise mutually agreed by Buyer and Seller Representative, no adjustments shall be made to the Closing Date Statement in respect of (A) Excluded Assets, (B) Excluded Affiliates, (C) Joint Venture Entities that are not Transferred Interests or (D) Affiliates of MHS that are not Sellers, unless such adjustment is included in Schedule 1C), (ii) the “actual amount of the Assumed Indebtedness, (iii) the actual amount of the Final Seller New Tower Expenditures, (iv) the actual amount of the Buyer Funded Liabilities and (v) the Purchase Price in accordance with Section 2.5 resulting from such actual amount of Closing Date Working Capital”), Assumed Indebtedness, Final Seller New Tower Expenditures and Buyer Funded Liabilities. The calculations to be made by Buyer pursuant to this Section 2.8(a) shall be based exclusively on the facts and circumstances as they existed immediately prior to the Effective Time and shall exclude the effects of any event, act, change in circumstances or similar development arising or occurring thereafter. The Closing Statement shall become Final and Binding on the Final Resolution Date. (b) The During the sixty (60) days after delivery of the Closing Balance SheetStatement, 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 Date 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 ▇▇▇▇▇’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 sixty (60) days after delivery of the Closing Statement, deliver a written notice of its 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, 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, the Assumed Indebtedness, the Closing Estimated Buyer New Tower Expenditures or the Buyer Funded Liabilities, 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 sixty (60)-day period, then the amounts set forth in the Closing Statement shall become final Final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by BuyerBinding. (c) Within 10 days If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the sixtieth (60th) day following the final determination Buyer’s delivery of the Closing Balance Sheet Statement, then Buyer and Seller Representative shall, during the thirty (30) days following Buyer’s receipt of such Post-Closing Date Working CapitalNotice of Disagreement, a final adjustment seek to resolve any differences that they may have with respect to the Purchase Price 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 Seller Representative are not able to resolve their differences during such thirty (30)-day period, then at the end of such period, Buyer and Seller Representative 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 , or if is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Final Purchase Price AdjustmentAccounting 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 the Post-Closing Notice of Disagreement. Buyer and Seller Representative shall be made and paid as follows: 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) if consider only those items or amounts disputed by Seller Representative in the Post-Closing Date Working Capital is 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 Estimated Working Capitalsmallest value for such item or amount assigned by Seller Representative, then Seller shall promptly payon the one hand, or cause to be paid to Buyer, in cash, an amount equal to on the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such differenceother hand; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following The Buyer's Accountants shall audit Schedule 1.4 (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”a). The Buyer's Accountants shall complete the audit of Schedule 1.4(a) within ninety (90) days of their receipt of the Seller's Closing Balance Sheet will Net Asset Schedule. Any proposed adjustments which the Buyer's Accountants find necessary to be made to Schedule 1.4 (a) so as to accurately reflect the Adjustments and, except for net sales during the Adjustments, will be prepared Interim Period calculated in accordance with GAAP, shall be delivered to the Seller by the Buyer ("Net Sales Adjustments"), which delivery shall include a full description of each item relating to such Net Sales Adjustments and shall state the basis under GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)for each such adjustment. (b) The Closing Balance SheetWithin thirty (30) days following the Closing, including the Seller shall provide to the Buyer and the Buyer's Accountants a Net Asset Schedule as of the Closing Date Working Capital, (the "Seller's Closing Net Asset Schedule"). The Seller's Closing Net Asset Schedule shall become final and binding upon be prepared by the parties unless Seller in accordance with GAAP. The Buyer's Accountants shall audit the Seller's Closing Net Asset Schedule. The Buyer's Accountants shall complete the audit of the Seller's Closing Net Asset Schedule within 60 ninety (90) days following of their receipt of the Seller's Closing Net Asset Schedule. Any proposed adjustments which the Buyer's Accountants find necessary to be made to the Seller's Closing Net Asset Schedule so as to accurately reflect the Net Assets as of the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capitalaccordance with GAAP, shall be finaldelivered to the Seller by the Buyer within such ninety (90) day period ("Net Asset Adjustments"), binding which delivery shall include a full description of each item relating to such Net Asset Adjustments and not subject to any appeal. The fees and expenses of shall state the basis under GAAP for each such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyeradjustment. (c) Within 10 The Seller shall, within thirty (30) days from the receipt of the Net Asset Adjustments and the Net Sales Adjustments, notify the Buyer whether or not the Seller disputes the Net Asset Adjustments and/or the Net Sales Adjustments. In said notice the Seller shall notify the Buyer of those proposed adjustments in the Net Asset Adjustments and/or the Net Sales Adjustments which it believes are incorrect and shall state the basis under GAAP for such disagreement. If the Buyer has not received notice of such a dispute within such thirty (30) day period, then the submitted Net Asset Adjustments and Net Sales Adjustments shall be deemed to constitute the final basis for any Purchase Price adjustment as described in Section 1.5(b). If, on the other hand, the Buyer has received notice of such a dispute within such thirty (30) day period, then the Buyer and the Seller shall for thirty (30) days following receipt of such notice of dispute, attempt to reach agreement on the final determination Net Asset Adjustment and/or the Net Sales Adjustment. If no resolution of this dispute is finalized within said thirty (30) day period, the Buyer and the Seller shall mutually agree in writing on an independent accounting firm to review the Net Asset Adjustments and/or the Net Sales Adjustments (and related information) to determine the amount, if any, of such Net Asset Adjustments and/or Net Sales Adjustments determined as set forth above. In the event that the Buyer and the Seller cannot agree in writing on an independent accounting firm, the parties hereto agree that the following accounting firms shall be selected in the following order to fill the role of the Closing Balance Sheet and independent accounting firm under the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as followsterms of this Agreement: The Boston office of (i) if the Closing Date Working Capital is less than the Estimated Working CapitalDeloitte & Touche, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working CapitalErnst & Young, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.iii)

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical No later than the end of the 60-day period beginning on the first day following (but not more than 60 days after) the Closing Date, Seller Purchaser shall cause the Company to prepare and Buyer shall jointly prepare an unaudited consolidated balance sheet deliver to Seller: (i) the Proposed Closing Balance Sheet; and (ii) a reasonably detailed calculation by Purchaser of the ACBR Entities Net Working Capital as of the Closing Date (the “Net Working Capital Calculation”), prepared based on the Proposed Closing Balance Sheet”). The For illustration purposes, a sample Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information calculation of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Net Working Capital”, based upon the Most Recent Balance Sheet, are attached hereto as Schedule 2.07(a). (b) The Proposed Closing Balance SheetSheet and the Net Working Capital as stated in the Net Working Capital Calculation shall be deemed to be final, including binding and conclusive on the Parties (at which time the Proposed Closing Balance Sheet shall be deemed to constitute the Closing Date Balance Sheet and the Net Working Capital reflected in the Net Working Capital Calculation shall be deemed to be the Closing Net Working Capital, shall become final and binding ) upon the parties unless within 60 days earliest of: (i) in the event that Seller does not dispute the amounts reflected on the Proposed Closing Balance Sheet or the calculation of the Net Working Capital Calculation, by delivering written notice (a “Dispute Notice”) of any such objection to Purchaser before the end of the 15-day period beginning on the first day following the date on which the Proposed Closing DateBalance Sheet is delivered by Purchaser to Seller (such period being hereinafter the “Objection Period”), the first day following the expiration of such Objection Period; and (ii) in the event that Seller delivers a Dispute Notice to Purchaser within the Objection Period, the date on which all disputes between Purchaser and Buyer Seller concerning the amount of the Net Working Capital as of the Closing have been unable resolved in writing, whether by agreement of Purchaser and Seller or by the Independent Accounting Firm as provided for by Section 2.07(c) hereof. (c) During the Objection Period, Purchaser shall provide Seller with access to agree on a final all of the documents, schedules, memoranda, books and records used by Purchaser or its Representatives in preparing the Proposed Closing Balance SheetSheet and the Net Working Capital Calculation and any other information of the Company specifically related to the Proposed Closing Balance Sheet or the calculation of the Net Working Capital which Seller may reasonably request and Purchaser shall, including and shall cause its Representatives to, cooperate reasonably with Seller in connection therewith. Seller shall have the right to dispute the amounts reflected on the Proposed Closing Date Balance Sheet or the calculation of the Net Working CapitalCapital Calculation, in which case by delivering a Dispute Notice to Purchaser before the expiration of the Objection Period. In the event of such a dispute, Purchaser and Seller and Buyer shall negotiate attempt in good faith to resolve reconcile their dispute, and, any differences for an additional 30 days. If written resolution by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable them as to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, any disputed items shall be final, binding and not subject conclusive on Purchaser and Seller. If Purchaser and Seller are unable to reach a resolution of their differences within fifteen (15) days following the date Seller delivers the Dispute Notice to Purchaser, then either Purchaser or Seller may thereafter submit any appealremaining disputed items to an independent accounting firm of national reputation mutually approved by Purchaser and Seller (the “Independent Accounting Firm”). In such event, the Independent Accounting Firm shall consider only those items and amounts as to which Purchaser and Seller have disagreed within the time periods and on the terms specified above. The Independent Accounting Firm may rely only upon GAAP and other information submitted to it by Purchaser and Seller. The Independent Accounting Firm shall be instructed to use reasonable best efforts to deliver to Purchaser and Seller a written decision setting forth the resolution of each disputed matter within thirty (30) days of submission of the Proposed Closing Balance Sheet and Net Working Capital Calculation to it and, in any case, as promptly as practicable after such submission. In the absence of fraud or manifest error, the decision by the Independent Accounting Firm of such disputed matters shall be conclusive and binding upon Purchaser and Seller and may be entered and enforced in any court having jurisdiction. Purchaser and Seller agree that the procedures set forth in this Section 2.07 for resolving disputes with respect to the Proposed Closing Balance Sheet and the calculation of Net Working Capital as of the Closing shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit any Party from instituting litigation to enforce any decision by the Independent Accounting Firm made pursuant to the terms of this Agreement in any court of competent jurisdiction. Any fees and expenses disbursements of the Independent Accounting Firm shall be borne (i) by Seller in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by Purchaser (as finally determined by the Independent Accounting Firm or as otherwise mutually agreed) bears to the aggregate dollar amount of all disputed items and (ii) by Purchaser in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Purchaser (as finally determined by the Independent Accounting Firm or as otherwise mutually agreed) bears to the aggregate amount of all disputed items. (For example, if the Parties dispute $1,000,000 of proposed adjustment to be paid by Seller, and the Independent Accounting Firm determines that such accounting firm adjustment should be $400,000, and the fees and disbursements of the Independent Accounting Firm in connection with any the dispute are $100,000, then Seller shall pay $40,000 (40%) and Purchaser shall pay $60,000 (60%) of such amount). If Seller delivers a Dispute Notice to Purchaser before the expiration of the Objection Period, the Proposed Closing Balance Sheet and Closing Net Working Capital, as adjusted to reflect the resolution of the dispute between Purchaser and Seller (whether such resolution arises as a result of an agreement between Purchaser and Seller or a determination of the Independent Accounting Firm) shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of deemed to be the Closing Balance Sheet and Closing Net Working Capital and shall be conclusive and binding on Seller and Purchaser. (d) In the event that the Closing Date Net Working Capital as finally determined pursuant to this Section 2.07 is less than the Target Net Working Capital, a final adjustment within ten (10) Business Days after the Closing Net Working Capital is deemed to be final, binding and conclusive on the Parties, Seller shall pay to Purchaser the amount of any such difference. The amount, if any, which is payable by Seller to Purchaser pursuant to the preceding sentence shall be paid in immediately available funds by certified or official bank check or by wire transfer to an account specified by Purchaser in writing. (e) In the event that the Closing Net Working Capital as finally determined pursuant to this Section 2.07 is greater than the Target Net Working Capital, within ten (10) Business Days after the Closing Net Working Capital is deemed to be final, binding and conclusive on the Parties, Purchaser shall pay to Seller the amount of any such excess. The amount, if any, which is payable by Purchaser to Seller by the preceding sentence shall be paid in immediately available funds by certified or official bank check or by wire transfer to an account specified in writing by Seller. (f) The Purchase Price (Price, increased or decreased as provided for in this Section 2.07 is referred to for purposes of this Agreement as the “Final Purchase Price AdjustmentPrice”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 thirty (30) days after) the Closing Date, Seller and Buyer shall jointly prepare (and shall consult with Seller in preparing) an unaudited consolidated balance sheet of the ACBR Entities Business as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the unaudited Financial Information of the ACBR EntitiesInformation. The Closing Balance Sheet will set forth (i) the actual amount of Working Capital of the ACBR Entities Business as of the Closing Date (the “Closing Date Working Capital”) and (ii) the actual amount of Cash On Hand of the Business as of the Closing Date (the “Closing Date Cash On Hand”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 sixty (60) days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 thirty (30) days. If by the end of the additional 30 thirty (30) day period such differences have not been resolved, they shall be resolved by the PhiladelphiaChicago, Pennsylvania Illinois office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half (½) by Seller and one-half (½) by Buyer. (c) Within 10 ten (10) days following the final determination (such date of final determination, the “Final Determination Date”) of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price Total Consideration (the “Final Purchase Price Adjustment”) shall be made and paid as follows: follows (it being agreed that any amounts payable pursuant to Section 2.4(c)(i) and (ii) may, if applicable, be offset against each other): (i) (x) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; provided, however, that Buyer shall, to the extent that any Escrow Funds remain available, have the right, at its option, first be paid by the Escrow Agent from the Escrow Funds pursuant to Section 2.3(a) hereof and in accordance with the Deposit Escrow Agreement; and (iiy) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (ii) (x) if the Closing Date Cash On Hand is less than the Estimated Cash On Hand, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; provided, however, that Buyer shall, to the extent that any Escrow Funds remain available, have the right, at its option, first be paid by the Escrow Agent from the Escrow Funds pursuant to Section 2.3(a) hereof and in accordance with the Deposit Escrow Agreement; and (y) if the Closing Date Cash On Hand is greater than the Estimated Cash On Hand, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference. (d) As used herein, (i) the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets Purchased Current Assets minus the Assumed Current Liabilities, (ii) the term “Cash On Hand” means all cash, cash equivalents or similar cash items of Seller held at the Property as of the ACBR Entities Closing, including without limitation, cash contained in the ▇▇▇▇, ▇▇▇▇ (other than Excluded AssetsTicket-In, Ticket-Out) minus exchange devices, slot booths, count rooms and drop boxes at the current liabilities of Property, and (iii) the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableterm “Minimum Cash On Hand” means Two Million United States Dollars ($2,000,000).

Post-Closing Adjustment to Purchase Price. Within five business days following the earlier of (a) As soon as reasonably practical following (but not more than 60 days afteri) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet fifth business day following completion of Buyer’s audit of the ACBR Entities as financial statements of the Closing Date Business for 2011 and 2012, and (ii) the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days 120th day following the Closing Date, Buyer will cause the Closing Balance Sheet to be prepared and will deliver to Seller and Buyer have been unable to agree on a final its calculation of Seller’s Realizable Net Closing Working Capital (the “RNCWC Adjustment Calculations”). After receipt of the Closing Balance Sheet, including Seller shall have fifteen business days (the “Review Period”) to review the Closing Date Balance Sheet. Within thirty days following Buyer’s delivery of the RNCWC Adjustment Calculations (and based on such calculations), but after the Review Period and any resolutions of disputed amounts, if applicable: (a) if the amount of Realizable Net Working CapitalCapital is greater than $10,000 (“Target RNCWC”), in then Parent will issue to Seller, as an adjustment to the Purchase Price, a number of Parent Shares equal to (A) the amount by Realizable Net Working Capital exceeds Target RNCWC, divided by (B) twenty-five cents ($0.25). If the amount of Realizable Net Working Capital is less than Target RNCWC, then Seller will surrender to Parent, as an adjustment to the Purchase Price, a number of Parent Shares equal to (A) the amount by which case Realizable Net Working Capital is less than Target RNCWC, divided by (B) twenty-five cents ($0.25). In either case, the calculation will be rounded to the nearest whole number of Parent Shares. During the Review Period, Seller and Seller's accountants shall have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Buyer and/or Buyer's accountants to the extent that they relate to the Closing Balance Sheet and to such historical financial information (to the extent in Buyer's possession) relating to the Closing Balance Sheet as Seller may reasonably request. On or prior to the last day of the Review Period, Seller may object to the Closing Balance Sheet by delivering to Buyer a written statement and Buyer and Seller shall negotiate in good faith to resolve any differences for an additional 30 dayssuch objections within 15 business days after the delivery such objection (the “Resolution Period”). If by the end Seller and Buyer fail to reach an agreement with respect to all of the additional 30 day period such differences have matters set forth in the object before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not been resolvedso disputed, they the "Undisputed Amounts") shall be resolved by submitted for resolution to the Philadelphia, Pennsylvania office of an accounting impartial nationally recognized firm mutually acceptable of independent certified public accountants other than Seller's Accountants or Buyer's Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to Seller and Buyerthe Seller’s Realizable Net Closing Working Capital, as the case may be, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, . The parties hereto agree that all adjustments shall be final, binding and not subject made without regard to any appealmateriality. The Seller will be responsible for all fees and expenses of such accounting firm in connection with any such the Independent Accountants; provided that if the Independent Accountants’ resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Disputed Amounts results in an increase in Seller’s Realizable Net Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less of greater than 10% from the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount calculation of such difference; and (ii) if the Seller’s Realizable Net Closing Date Working Capital is greater than based on Buyer’s last proposal regarding the Estimated Working CapitalDispute Amounts, then Buyer shall promptly pay, or cause to will be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, responsible for all fees and expenses of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableIndependent Accountants.

Post-Closing Adjustment to Purchase Price. (a) As soon Attached hereto as reasonably practical following Exhibit 3.3(a) is a statement of the estimated value of the Net Assets of the Business as of August 31, 2009 (but not more than 60 the “Estimated Closing Net Asset Value”), as derived from the unaudited estimated balance sheet of the Seller as of August 31, 2009 and prepared in accordance with GAAP consistent with past practice. (b) Unless specifically waived in writing by Purchaser, Seller shall, at its cost and expense, prepare and deliver to Purchaser, within ninety (90) days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated a statement (the “Statement of Closing Net Assets”) setting forth a balance sheet of the ACBR Entities Net Assets as of the Closing Date (the “Closing Balance SheetNet Assets”). The , which Statement of Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will Net Assets shall be prepared in accordance with GAAP and on a basis consistent with past practice. Purchaser shall have fifteen (15) calendar days from the Financial Information date of its receipt of the ACBR Entities. The Statement of Closing Balance Sheet will set forth Net Assets to deliver to Seller a written objection to the actual amount Statement of Working Capital Closing Net Assets, which objection shall include a reasonably detailed statement of the ACBR Entities as basis for Purchaser’s objection. During such fifteen (15) day period, Purchaser and Parent shall grant Seller, Shareholders’ Representative and Seller’s accountants, legal counsel and advisors, reasonable access, during normal business hours, to Purchaser’s books and records to review (at Seller’s sole expense) Seller’s calculation of the Closing Date Net Assets and preparation of the Statement of Closing Net Assets. If Purchaser fails to timely object, then the Statement of Closing Net Assets shall be deemed accepted as originally delivered to Purchaser. If Purchaser timely objects to the Statement of Closing Net Assets and Seller and Purchaser are unable to resolve such dispute within ten (10) calendar days of Seller’s receipt of Purchaser’s objections, then the issues in dispute shall be submitted to an independent, nationally recognized accounting firm reasonably acceptable to the Parties (the “Closing Date Working CapitalIndependent Accounting Firm”). ) for resolution. The Independent Accounting Firm shall be instructed to submit a report to Purchaser and Seller within thirty (b30) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 calendar days following the Closing Date, Seller and Buyer have been unable with a determination regarding any disputed items (such disputed amounts to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an Independent Accounting Firm in accordance with the accounting firm mutually acceptable to Seller and Buyerprinciples used in preparing the Estimated Closing Net Asset Value), and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, report shall be final, binding and not subject to any appealconclusive on the Parties hereto. The fees value of the Closing Net Assets as finally determined by this Section 3.3(b) shall be deemed the “Final Closing Net Asset Value” for purposes of this Agreement. The fees, costs and expenses of such accounting firm in connection with any such resolution the Independent Accounting Firm shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made divided equally and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; by Purchaser and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicable.

Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 Within 120 calendar days after) after the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of and deliver to Sellers a statement, substantially consistent with the ACBR Entities as of the Closing Date form set forth on Exhibit A (the “Closing Balance SheetStatement”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set ) setting forth the actual amount of Working Capital of the ACBR Entities as (i) Buyer’s calculation of the Closing Date (the “Liabilities Amount, Seller Transaction Expenses Amount, Indebtedness Amount and Closing Date Net Working Capital”), (ii) the resulting calculations of the Closing Net Working Capital Adjustment and the Purchase Price and (iii) Buyer’s calculation of the Cash Amount and any resulting payment among the parties. Buyer shall give Sellers reasonable and timely access, during normal business hours and upon reasonable advance notice, to review the books and records and work papers relating to the Healthcare Businesses and to such employees and representatives of Buyer as shall be reasonably necessary for Sellers to review the calculations contemplated in this Section 1.2. (b) The Closing Balance Sheet, including If Sellers dispute the calculation of the Closing Date Liabilities Amount, Seller Transaction Expenses Amount, Indebtedness Amount, Cash Amount or Closing Net Working CapitalCapital as of the Effective Time or the resulting calculations of the Closing Net Working Capital Adjustment and the Purchase Price, Sellers shall become final and binding upon the parties unless notify Buyer in writing within 60 calendar days following after Sellers’ receipt of the Closing DateStatement from Buyer (the “Objection Statement”), which Objection Statement shall specify the items to which each such objection relates and the basis for each such objection, and which shall include Sellers’ alternative calculation of the Closing Liabilities Amount, Seller Transaction Expenses Amount, Indebtedness Amount, Cash Amount or Closing Net Working Capital as of the Effective Time and Buyer have been unable to agree on a final Closing Balance Sheet, including the resulting calculations of the Closing Date Net Working CapitalCapital and the Purchase Price. If Sellers do not deliver an Objection Statement to Buyer prior to such date, in which case Seller the Closing Statement and the calculations set forth therein shall be final, binding and nonappealable. Sellers and Buyer shall negotiate in good faith to resolve any differences for an additional 30 daysobjections of the type described above and set forth in the Objection Statement; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Sellers and Buyer. If by the end Sellers and Buyer cannot resolve such objection within 30 days after delivery of the additional 30 day period Objection Statement, then Sellers and Buyer shall instruct the Independent Accountants to select one of their partners experienced in health-care-related purchase price adjustment disputes to review the matters set forth in the Objection Statement that remain in dispute and promptly decide the proper amounts of such differences have not been resolveddisputed issues (which decision shall also include a recalculation of the Purchase Price). If issues in dispute are submitted to the Independent Accountants for resolution, they shall be resolved by Sellers, on the Philadelphiaone hand, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon on the other hand, shall furnish to the Independent Accountants and the resulting Closing Balance Sheetother party or parties such workpapers and other documents and information relating to the disputed issues as the Independent Accountants may request and that are available to such party or its Affiliates, including will be afforded the Closing Date Working Capitalopportunity to present to the Independent Accountants one position paper relating to the determination within 15 days of the submission of the dispute to the Independent Accountants, and the opportunity to respond to the Independent Accountants’ questions and the items furnished by the other party regarding the dispute. In resolving the items in the Objection Statement that are still in dispute and in determining the recalculation of the Purchase Price, the Independent Accountants shall (i) not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by Buyer, on the one hand, or Sellers, on the other hand, or (B) less than the smallest value for such item assigned by Buyer, on the one hand, or Sellers, on the other hand, (ii) make a final determination of the disputed items in accordance with the provisions, guidelines and procedures set forth in this Agreement, (iii) act as an expert and not as an arbitrator, (iv) render a final resolution in writing to Buyer and Sellers (which final resolution shall be requested by Buyer and Sellers to be delivered not more than 60 days following submission of such disputed items to the Independent Accountants), which final resolution, absent manifest error, shall be final, conclusive, binding and nonappealable on Buyer and Sellers, and (v) not subject to any appealengage in independent factual investigation, not hear evidence from either Buyer or Sellers outside the presence of both Buyer and Sellers, and not engage in ex parte communications with Buyer or Sellers. The fees and expenses Purchase Price as finally determined pursuant to this Section 1.2(b) is referred to herein as the “Final Purchase Price.” The costs of such accounting firm in connection with any such resolution the Independent Accountants shall be paid borne one-half by Seller Sellers (jointly and severally), on the one hand, and one-half by Buyer, on the other hand; provided, however, that such costs shall be paid by Buyer to the Independent Accountants, and one-half of such costs shall be included in the Seller Transaction Expenses Amount for purposes of determining the Final Purchase Price. (c) Within 10 days following If the Final Purchase Price exceeds the Estimated Purchase Price, then (i) Buyer shall promptly (but in any event within five Business Days after the final determination thereof) pay to an account designated by Sellers the amount of such excess by wire transfer of immediately available funds, and (ii) Sellers and Buyer shall jointly instruct the Escrow Agent to pay to Sellers from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount by wire transfer of immediately available funds. (d) If the Estimated Purchase Price exceeds the Final Purchase Price, then, within five Business Days after the final determination thereof, Sellers and Buyer shall jointly instruct the Escrow Agent to pay from the Adjustment Escrow Amount an amount equal to such excess to Buyer by wire transfer of immediately available funds. If any funds remain in the Adjustment Escrow Amount, Sellers and Buyer shall also, simultaneously with the joint instruction for Buyer’s distribution, jointly instruct the Escrow Agent to pay to Sellers such remaining funds from the Adjustment Escrow Amount through a wire transfer to an account or accounts designated by Sellers pursuant to the terms of the Closing Balance Sheet Escrow Agreement. If such excess is more than the Adjustment Escrow Amount, Sellers shall promptly (but in any event within no more than five Business Days) pay the amount by which the excess is more than the Adjustment Escrow Amount to Buyer by wire transfer of immediately available funds to an account designated by Buyer (for which obligation Sellers shall be jointly and severally liable). Sellers shall fund such payment, if any, out of the Closing Date Working Capital, a final Purchase Price. (e) The parties shall treat any payment made pursuant to this Section 1.2 as an adjustment to the Purchase Price (for all Tax purposes to the “Final Purchase Price Adjustment”) shall maximum extent permitted by Law. Payments to be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller pursuant to this Section 1.2 shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicablenot include interest.

Post-Closing Adjustment to Purchase Price. (a) As soon promptly as reasonably practical practicable following (but not more than 60 days after) the Closing Date, Seller and the Buyer shall jointly prepare an unaudited consolidated a balance sheet of the ACBR Entities Company as of the Closing Date (the “"Closing Date Balance Sheet”"). The Closing Date Balance Sheet will reflect the Adjustments and, except for the Adjustments, will shall be prepared in accordance with GAAP and on a basis generally accepted accounting principles consistent with the Financial Information past practices of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)Company. (b) The Seller shall have the right to review fully all work papers and audit procedures relating to preparation of the Closing Date Balance Sheet in order to confirm that it has been prepared in accordance with Section 1.5 (a) hereof. The Seller shall complete its review of such Statement hereunder within thirty (30) days after such Balance Sheet, including and related documentation, have been made available for its review. If the Closing Date Working Capital, shall become final and binding upon Seller believes that any adjustment should be made to such Balance Sheet in order for said amounts to be determined in accordance with the parties unless within 60 days following the Closing Daterequirements of this Section, Seller and shall give the Buyer have been unable written notice of such adjustments. If Buyer agrees with the adjustments proposed by the Seller, the adjustment shall be made to agree on a final Closing Balance Sheetsuch Statement. If there are proposed adjustments which are disputed by the Buyer, including then the Closing Date Working Capital, in which case Seller and the Buyer shall negotiate in good faith to resolve all disputed adjustments. If, after a period of thirty (30) days following the date on which the Seller gives the Buyer written notice of any differences for an additional 30 daysproposed adjustments, any such adjustments still remain disputed, the Atlanta office of KPMG Peat Marwick shall be engaged to resolve any remaining disputed adjustments in accordance with this Agreement and the decision of such firm shall be final and binding on the parties hereto. If by Payment required hereunder shall be tendered within three (3) business days after the end earlier of the additional 30 day period agreement of the parties on the amount thereof or a written notice of any resolution of such differences have not amount has been resolved, they shall be resolved given by KPMG Peat Marwick to the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appealparties hereunder. The All fees and expenses of such accounting firm KPMG Peat Marwick incurred in connection with any such resolution shall be paid one-half prorated between the parties as follows so that the prevailing party bears a lesser amount of such fees and expenses: The difference between the amount of adjustments sought by the parties shall be calculated (the "Disputed Amount"). Each party shall pay that portion of KPMG Peat Marwick's expenses equal to the percentage that the difference between the amount of adjustment sought by that party and the amount ultimately determined by KPMG Peat Marwick bears to the Disputed Amount. Except as set forth in the preceding sentence, Buyer and Seller shall each pay its own costs incurred in connection with this Section 1.5 (b), including legal and one-half by Buyeraccounting fees. (c) Within 10 days following In the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to event that the amount of such difference; and (ii) if calculated by subtracting the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of current liabilities from the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance SheetSheet (the "Adjusted Net Worth") is greater than $906,000, as applicableBuyer shall pay Seller the difference between the Adjusted Net Worth and $906,000. If the Adjusted Net Worth is less than $906,000, Seller shall pay to Buyer the difference between $906,000 and the Adjusted Net Worth.

Post-Closing Adjustment to Purchase Price. The Closing Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical No later than the end of the 90-day period beginning on the first day following (but not more than 60 days after) the Closing Date, Seller Purchaser shall prepare and Buyer shall jointly prepare an unaudited consolidated balance sheet deliver to the Sellers’ Representative: (i) the Proposed Closing Balance Sheet; (ii) a statement setting forth a reasonably detailed calculation by Purchaser of the ACBR Entities Cliffstar Companies’ Net Working Capital (the “Proposed Net Working Capital”), as of the close of business (New York time) on the Closing Date (the “Closing Balance SheetNet Working Capital Calculation”). The ) prepared based on the Proposed Closing Balance Sheet will reflect in accordance with this Agreement and the Adjustments Financial Statement Principles; and, except for (iii) a certificate of an executive officer of Purchaser certifying that the Adjustments, will be Proposed Closing Balance Sheet and the Net Working Capital Calculation have been prepared in accordance with GAAP this Agreement and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”)Statement Principles. (b) Any actions taken by Purchaser at or after the Closing (including the Financing) shall not be taken into account for the purpose of preparing the Proposed Closing Balance Sheet and the Net Working Capital Calculation. (c) The Proposed Closing Balance Sheet and the Net Working Capital Calculation shall be deemed to be final, binding and conclusive on the parties (at which time the Proposed Closing Balance Sheet shall be deemed to constitute the “Closing Balance Sheet” and the Proposed Net Working Capital shall be deemed to constitute the “Closing Net Working Capital”) upon the earlier of: (i) in the event that the Sellers’ Representative does not deliver a Dispute Notice to Purchaser prior to the end of the 60-day period beginning on the first day following the date on which the Proposed Closing Balance Sheet and Net Working Capital Calculation is delivered by Purchaser to the Sellers’ Representative (such period being hereinafter the “Objection Period”), including the first day following the expiration of such Objection Period; and (ii) in the event that the Sellers’ Representative delivers a Dispute Notice to Purchaser within the Objection Period, the date on which all disputes between Purchaser and the Sellers’ Representative concerning the Proposed Closing Balance Sheet and the Net Working Capital Calculation as of the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable resolved in writing, whether by agreement of Purchaser and the Sellers’ Representative or by the Independent Accounting Firm as provided for by Section 2.07(d) hereof. (d) During the Objection Period, Purchaser shall provide the Sellers’ Representative with access (subject to agree on a final Section 5.03(c)) to all of the documents, work papers, schedules, memoranda, books and records used by or prepared by Purchaser or its Representatives in preparing the Proposed Closing Balance SheetSheet and the Net Working Capital Calculation and to finance personnel of Purchaser and any other information which the Sellers’ Representative may reasonably request and Purchaser shall, including and shall cause its Representatives to, cooperate reasonably with the Sellers’ Representative in connection therewith in all cases in a manner that does not unreasonably disrupt the operation of the Business. The Sellers’ Representative and the Cliffstar Companies shall have the right to dispute the amounts reflected on the Proposed Closing Date Balance Sheet or the Net Working CapitalCapital Calculation, in which case Seller by delivering written notice (a “Dispute Notice”) to Purchaser prior to the expiration of the Objection Period. In the event of such a dispute, Purchaser and Buyer the Sellers’ Representative shall negotiate attempt in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyerreconcile their dispute, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, any resolution by them as to any disputed items shall be final, binding and not subject conclusive on Purchaser and the Cliffstar Companies. If Purchaser and the Sellers’ Representative are unable to any appeal. The fees and expenses reach a resolution of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer. (c) Within 10 their differences within 30 days following the final determination date the Sellers’ Representative delivers the Dispute Notice to Purchaser, then Purchaser and the Sellers’ Representative shall submit, as soon as practicable, any remaining disputed items to any independent accounting firm of national reputation mutually acceptable to Purchaser and the Sellers’ Representative (the “Independent Accounting Firm”). The Independent Accounting Firm shall consider only those items and amounts as to which Purchaser and the Cliffstar Companies have disagreed within the time periods and on the terms specified above. The Independent Accounting Firm may rely only upon information submitted to it by Purchaser and the Sellers’ Representative. The Independent Accounting Firm shall be instructed to use commercially reasonable efforts to deliver to Purchaser and the Sellers’ Representative a written decision setting forth the resolution of each disputed matter within 30 days of submission of the Proposed Closing Balance Sheet and Net Working Capital Calculation to it and, in any case, as promptly as practicable after such submission. The decision by the Independent Accounting Firm of such disputed matters shall be conclusive and binding upon Purchaser, the Sellers’ Representative and the Cliffstar Companies and may be entered and enforced in any court having jurisdiction. Purchaser, the Sellers’ Representative and the Cliffstar Companies agree that the procedures set forth in this Section 2.07 for resolving disputes with respect to the Proposed Closing Balance Sheet and the Net Working Capital Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit any party from instituting litigation to enforce any decision pursuant to the terms hereof by the Independent Accounting Firm in any court of competent jurisdiction. Any fees and disbursements of the Independent Accounting Firm shall be divided equally and paid by Purchaser on the one hand and the Cliffstar Companies on the other hand. (e) (i) In the event that the Closing Date Net Working Capital, a final as finally determined pursuant to this Section 2.07, is greater than the Reference Net Working Capital minus $1,300,001.00, but less than the Reference Net Working Capital plus $1,300,001.00, no adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than Purchase Price paid by Purchaser pursuant to this Section 2.07(e); provided that, in such event, (1) to the extent that the Purchase Price was reduced by the Estimated Working CapitalShortfall pursuant to Section 2.06(b) above, then Buyer Purchaser shall promptly pay, or cause pay to be paid to Seller, in cash, the Cliffstar Companies an amount in cash equal to the amount of such difference; and Estimated Shortfall and (d2) As used hereinto the extent that the Purchase Price was increased by the Estimated Excess pursuant to Section 2.06(b) above, the term “Working Capital” means Cliffstar Companies shall pay to Purchaser an amount in cash equal to the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicableEstimated Excess.

Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as follows: (a) As soon as reasonably practical The Purchaser shall prepare and deliver to Seller, simultaneously and no later than the end of the sixty (60) day period beginning on the first day following (but not more than 60 days after) the Closing Date, Seller a Proposed USP Closing Balance Sheet and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “a Proposed Renown Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”). (b) The Proposed USP Closing Balance Sheet, including Sheet and the Closing Date USP Net Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they Capital as stated therein shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable deemed to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution conclusive on the parties (at which time the Proposed USP Closing Balance Sheet shall be paid one-half by deemed to constitute the Closing USP Balance Sheet and the USP Net Working Capital shall be deemed to be the Closing USP Net Working Capital upon the earliest of: (i) the date on which Seller and one-half by Buyer. delivers an Acceptance Notice to the Purchaser; (cii) Within 10 days in the event that Seller does not deliver an Acceptance Notice or a Dispute Notice to the Purchaser before the end of the sixty (60) day period beginning on the first day following the final determination of date on which the Proposed USP Closing Balance Sheet and the Proposed Renown Closing Date Working CapitalBalance Sheet are delivered by the Purchaser to Seller (such period being hereinafter the “Objection Period”), the first day following the expiration of such Objection Period; and (iii) in the event that Seller delivers a final adjustment Dispute Notice to the Purchase Price (Purchaser within the “Final Purchase Price Adjustment”) shall be made Objection Period, the date on which all disputes between Seller and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to Purchaser concerning the amount of such difference; and (ii) if the Closing Date USP Net Working Capital is greater than and the Estimated Renown Net Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and (d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, Capital as of the current assets Effective Time have been resolved in writing, whether by agreement of the ACBR Entities (other than Excluded AssetsPurchaser and Seller or by the Independent Accounting Firm as provided for by Section 2.08(d) minus the current liabilities of the ACBR Entities as set forth on the Reference Date Balance Sheet, the Preliminary Closing Balance Sheet and the Closing Date Balance Sheet, as applicablehereof.