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

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to the Seller Representative a certificate (the “Closing Date Schedule”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations of (x) Company Debt, Closing Cash, Transaction Expenses and Working Capital, (y) the Working Capital Deficiency (if any) or Working Capital Surplus (if any), and (z) the Adjusted Purchase Price. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company Group as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Transaction Expenses), and (ii) any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities. (ii) During the forty-five (45) day period commencing upon receipt of ▇▇▇▇▇’s Closing Date Schedule (the “Review Period”), the Seller Representative may dispute any amounts or calculations reflected therein by delivery to Buyer of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such amounts and calculations and the Seller Representative’s determination of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in the Closing Date Schedule shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative delivers an Adjustment Dispute Notice during the Review Period, the Seller Representative and Buyer shall, during the thirty (30) days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as to the calculations or amounts in dispute in order to finally determine the Adjusted Purchase Price. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) day period, then either Party may thereafter submit the dispute to the Accounting Firm for resolution pursuant to Section 2.2(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during the preparation of the Closing Date Schedule, the preparation of the Adjustment Dispute Notice or the resolution of any disputes with respect thereto, Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representative, on the other hand, shall provide the Buyer and its Representatives, timely and reasonable access to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation of the Closing Date Schedule or the Adjustment Dispute Notice.

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety (90) 90 days following the Closing Date, Buyer shall prepare and deliver to the Seller Representative ▇▇▇▇ a certificate statement (the “Closing Date Schedule”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations of (x) Buyer’s calculation of, in each case as of the Adjustment Time, Company Debt, Closing Cash, Seller Transaction Expenses and Working Capital (the “Closing Working Capital”) (prepared in accordance with the Accounting Principles), and (y) the Buyer’s proposed Working Capital Deficiency (if any) or proposed Working Capital Surplus (if any), prepared in each case in accordance with the Accounting Principles. Following the Closing, Buyer shall provide ▇▇▇▇ and its Representatives reasonable access to the records, properties, personnel and (zsubject to the execution of customary work paper access letters if requested) auditors of the Adjusted Purchase Price. The Company Members relating to the preparation of the Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on shall cause the assets or liabilities personnel of the Company Group as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer Members to reasonably cooperate during normal working hours with ▇▇▇▇ in connection with the consummation its review of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Transaction Expenses), and (ii) any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilitiesDate Schedule. (ii) During the forty-five (45) day period commencing upon receipt of ▇▇▇▇▇’s Closing Date Schedule (the “Review Period”), the Seller Representative ▇ may dispute any amounts or calculations reflected therein on the Closing Date Schedule by delivery to notifying Buyer in writing of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the principal basis for the dispute such dispute, within 45 days of such amounts and calculations and the Seller RepresentativeBuyer’s determination delivery to ▇▇▇▇ of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in the Closing Date Schedule shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this AgreementSchedule. If the Seller Representative ▇▇▇▇ delivers an Adjustment Dispute Notice during the Review Perioda notice of disagreement within such 45-day period, the Seller Representative ▇▇▇▇ and Buyer shall, during the thirty (30) 30 days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by each use reasonable best efforts to reach agreement on the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as to the calculations disputed items or amounts in dispute in order to finally determine the Adjusted Purchase Priceamounts set forth on the Closing Date Schedule. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative ▇▇▇▇ and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) -day period, then either Party may they shall promptly thereafter submit the dispute to the Accounting Firm Arbitrator for resolution pursuant to Section 2.2(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during the preparation of The amounts set forth on the Closing Date Schedule, Schedule shall be deemed conclusively determined for purposes of this Agreement upon the preparation earlier to occur of (A) the Adjustment Dispute Notice or the resolution failure of any disputes with respect thereto, ▇▇▇▇ to notify Buyer of a dispute within 45 days of Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representative, on the other hand, shall provide the Buyer and its Representatives, timely and reasonable access to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation ’s delivery of the Closing Date Schedule or as set forth in Section 2.2(d)(ii) above, (B) the Adjustment Dispute Noticemutual written resolution of all disputes pursuant to Section 2.2(d)(ii) by Buyer and ▇▇▇▇, and (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.2(e).

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety (90) 90 days following the Closing Date, Buyer shall (A) prepare and deliver to the Seller Representative Parent a certificate statement (the “Closing Date Schedule”), setting forth in reasonable detail (x) Buyer’s calculation of, in each case as of the Adjustment Time, Closing Indebtedness, Closing Cash, Seller Transaction Expenses, and Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule and GAAP, provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail), and (y) Buyer’s proposed calculation of the Final Adjusted Purchase Price, and (B) deliver to Parent the Closing Date Schedule, together with a certificate of Buyer executed on its behalf by its Chief Financial Officer setting forth an officer of Buyer confirming that the Closing Date Schedule was properly prepared in reasonable detail Buyer’s calculations of (x) Company Debt, Closing Cash, Transaction Expenses good faith and Working Capital, (y) in accordance with the Working Capital Deficiency (if any) or Schedule and GAAP; provided that in the event of a conflict between the Working Capital Surplus (if any)Schedule and GAAP, and (z) the Adjusted Purchase PriceWorking Capital Schedule shall prevail. The Closing Date Schedule will (x) entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Acquired Company Group Members as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt Closing Indebtedness and Seller Transaction Expenses), and (iiy) entirely disregard any of the plans, transactions, or changes which that Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the any Acquired Company Group Member or its their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities, and (z) be based on facts and circumstances as they exist prior to the Closing and shall entirely disregard any change in Legal Requirements or GAAP or any other act, decision or event occurring on or after the Closing. Following the Closing, Buyer shall, and shall cause each Acquired Company Member to, provide Parent and its Representatives timely reasonable access to the records, work papers, supporting documentation, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Acquired Company Members relating to the preparation of the Closing Date Schedule and shall cause the personnel of the Acquired Company Members to reasonably cooperate with Parent in connection with its review of the Closing Date Schedule. In the event that Buyer and the Acquired Company Members fail to provide such access as reasonably determined by Parent, the time periods in respect of Parent’s obligations set forth in Section 2.2(f)(ii) shall be extended by the length of time it takes Buyer and the Acquired Company Members to provide such reasonable access. (ii) During the forty-five (45) day period commencing upon receipt of ▇▇▇▇▇’s Closing Date Schedule (the “Review Period”), the Seller Representative Parent may dispute any amounts or calculations reflected therein on the Closing Date Schedule by delivery to notifying Buyer in writing of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the principal basis for the dispute such dispute, within 45 days of such amounts and calculations and the Seller RepresentativeBuyer’s determination delivery to Parent of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in the Closing Date Schedule shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this AgreementSchedule. If the Seller Representative Parent delivers an Adjustment Dispute Notice during the Review Perioda notice of disagreement within such 45-day period, the Seller Representative Parent and Buyer shall, during the thirty (30) 30 days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by each use reasonable best efforts to reach agreement on the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as to the calculations disputed items or amounts in dispute in order to finally determine the Adjusted Purchase Priceamounts set forth on the Closing Date Schedule. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative Parent and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) -day period, then either Party may they shall promptly thereafter submit the dispute to the Accounting Firm Arbitrator for resolution pursuant to Section 2.2(e2.2(g). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during the preparation of The amounts set forth on the Closing Date Schedule, Schedule shall be deemed conclusively determined for purposes of this Agreement upon the preparation earlier to occur of (A) the Adjustment Dispute Notice or the resolution failure of any disputes with respect thereto, Parent to notify Buyer of a dispute within 45 days of Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representative, on the other hand, shall provide the Buyer and its Representatives, timely and reasonable access to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation ’s delivery of the Closing Date Schedule or as set forth in Section 2.2(f)(ii) above, (B) the Adjustment Dispute Noticemutual written resolution of all disputes pursuant to Section 2.2(f)(ii) by Buyer and Parent, and (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.2(g).

Post-Closing Adjustment to Purchase Price. (ia) As promptly as practicable, but in no event later Not more than ninety sixty (9060) days following after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a certificate statement (the “Closing Date ScheduleStatement”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations calculation of (x) Company Debt, the actual amount of the Closing Cash, Transaction Expenses and Working Capital, (y) calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital Deficiency (if any) or Working Capital Surplus (if any)as of the Effective Time set forth on Schedule 1A, and (z) the Adjusted Purchase PricePrice in accordance with Section 2.5 resulting from such actual amount of Closing Working Capital. The Closing Date Schedule Statement shall become Final and Binding on the Final Resolution Date. (b) During the thirty (30) days after delivery of the Closing Statement, Buyer will entirely disregard provide Seller and their accountants reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any and all purchase accounting effects on of Buyer’s accountants’ work papers related to the assets or liabilities calculation of amounts in the Company Group as a result of Closing Statement (subject to the transactions contemplated hereby or execution of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer access letters that such accountants may reasonably require in connection with the consummation review of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Transaction Expensessuch work papers), and (ii) any to the employees and other Representatives of Buyer who were responsible for the preparation of the plans, transactions, or changes which Buyer intends Closing Statement to initiate or make or cause respond to be initiated or made after questions relating to the preparation of the Closing Statement and the calculation of the items thereon, in each case solely to allow Seller to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. Any information shared with respect Seller or their accountants will be subject to Section 6.16, 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 Company Group waiver of any attorney-client privilege or its business the disclosure of any Trade Secrets or assets, violate any Law or the terms of any facts or circumstances that are unique or particular applicable Contract to which Buyer or any of its assets Affiliates is a party. If Seller disagrees with any of Buyer’s calculations set forth in the Closing Statement, Seller may, within thirty (30) days after delivery of the Closing Statement, deliver a written notice of Seller’s disagreement (a “Post-Closing Notice of Disagreement”) to Buyer disagreeing with such calculations. Such Post-Closing Notice of Disagreement shall specify those items or liabilities. (ii) During amounts with which Seller disagrees, together with a reasonably detailed written explanation of the fortyreasons for disagreement with each such item or amount, and shall set forth Seller’s calculation, based on such objections, of the Closing Working Capital and the Purchase Price resulting therefrom. To the extent not set forth in such Post-five (45) day period commencing upon receipt Closing Notice of Disagreement, Seller shall be deemed to have agreed with Buyer’s ▇▇▇▇▇’s lation of all items and amounts contained in the Closing Date Schedule (the “Review Period”), the Seller Representative may dispute any amounts or calculations reflected therein by delivery to Buyer of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such amounts and calculations and the Seller Representative’s determination of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any))Statement. If the Seller Representative Buyer does not deliver an Adjustment Dispute receive a Post-Closing Notice during the Review Periodof Disagreement from Seller within such thirty (30) day period, then the Adjusted Purchase Price amounts set forth in the Closing Date Schedule Statement shall be deemed final become Final and binding Binding. (c) If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the thirtieth (30th) day following Buyer’s delivery to Seller of the Closing Statement, the then Buyer and Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative delivers an Adjustment Dispute Notice during the Review Period, the Seller Representative and Buyer shall, during the thirty (30) days following Buyer’s receipt of such delivery (or such longer period as they may mutually agree)Post-Closing Notice of Disagreement, meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the calculation of Adjusted Purchase Price and negotiate seek in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as that they may have with respect to the calculations or amounts matters specified in dispute in order to finally determine the Adjusted Purchase Price. If the Seller Representative and Buyer so resolve all such differencesPost-Closing Notice of Disagreement; provided, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyerhowever, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative and Buyer are unable to reach agreement concerning that any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) day period, then either Party may thereafter submit the dispute to the Accounting Firm for resolution pursuant to Section 2.2(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and by any applicable similar applicable state Law. rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Buyer an▇ ▇▇▇ler. If Buyer and Seller are not able to resolve their differences during such thirty (iii30) At day period, then at the end of such period, Buyer and Seller shall promptly mutually engage and submit for Final and Binding resolution any time during and all matters related to such Post-Closing Notice of Disagreement that remain in dispute to a mutually agreeable independent accounting firm of recognized national standing with expertise on the preparation matters in dispute (the “Accounting Firm”). Each of Buyer and Seller 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 Date ScheduleStatement or the Post-Closing Notice of Disagreement. Buyer and Seller shall enter into a customary engagement letter with the Accounting Firm, which engagement letter shall explicitly provide that, in resolving the amounts in dispute, the preparation Accounting Firm shall (i) consider only those items or amounts disputed by Seller in the Post-Closing Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the Adjustment Dispute Notice greatest value for such item or the resolution of any disputes with respect thereto, Buyeramount assigned by Seller, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representativeor Buyer, on the other hand, shall provide or less than the smallest value for such item or amount assigned by Seller, on the one hand, or Buyer, on the other hand; and (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 2.8. The Accounting Firm’s determination will be based solely upon information presented by Buyer an▇ ▇▇▇ler, and not on the basis of independent review. Buyer and Seller shall cause the Accounting Firm to deliver to Buyer and Seller as promptly as practicable (but in any event within thirty (30) days of its Representativesretention) a written report setting forth its determination of the amounts in dispute. Absent manifest error, timely in which case the dispute resolution provisions set forth in Section 13.3 shall apply, the written report prepared by the Accounting Firm shall be Final and reasonable access Binding and judgment upon the determination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (d) Buyer an▇ ▇▇▇ler shall each be responsible for the fees and expenses of the Accounting Firm pro rata, as between Buyer, o▇ ▇▇▇ one hand, and Seller, on the other hand, in proportion to the records, work papers and information (subject relative difference between the positions taken by Buyer an▇ ▇▇▇ler compared to the execution determination of customary work paper access letters the Accounting Firm. For example, if requestedthe total amount of items in dispute equals $1,000 and the Accounting Firm awards $600 in favor of Seller’s ▇▇▇▇▇ion, then Buyer and Seller would bear 60% and 40%, respectively, of the fees and expenses of the Accounting Firm’s review. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 2.8, including fees and expenses of attorneys and accountants, shall be borne and paid by the Party incurring such expense. (e) If the Purchase Price as finally determined pursuant to this Section 2.8 is less than the Estimated Purchase Price (the absolute value of such Party difference, the “Closing Payment Shortfall Amount”), then within five (5) Business Days after the Final Resolution Date, Seller shall pay, or the Company Group relating cause to be paid, to Buyer an amount equal to the preparation Closing Payment Shortfall Amount by wire transfer of immediately available funds to an account designated in writing by Buyer. (f) If the Closing Date Schedule Purchase Price as finally determined pursuant to this Section 2.8 is greater than the Estimated Purchase Price, then within five (5) Business Days after the Final Resolution Date, Buyer shall pay, or cause to be paid, to Seller an amount equal to the Adjustment Dispute Noticeamount of such excess via wire transfer of immediately available funds to an account designated in writing by Seller. (g) If the Purchase Price as finally determined pursuant to this Section 2.8 is equal to the Estimated Purchase Price, there will be no adjustment to the Purchase Price pursuant to this Section 2.8. (h) Any payments made pursuant to this Section 2.8 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes unless otherwise required by Law.

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety Preparation of Closing Date Statement of Assets (90A) Within 60 days following after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a certificate (the “Closing Date Schedule”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations of (x) Company Debt, Closing Cash, Transaction Expenses and Working Capital, (y) the Working Capital Deficiency (if any) or Working Capital Surplus (if any), and (z) the Adjusted Purchase Price. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company Group as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Transaction Expenses), and (ii) any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities. (ii) During the forty-five (45) day period commencing upon receipt of Coopers & ▇▇▇▇▇’s ▇▇ to perform the Agreed-Upon Procedures and assist in the preparation of a Statement of Assets (the "Closing Date Schedule (Statement of Assets") for the “Review Period”)NPB as of the Closing. The Closing Date Statement of Assets shall be prepared based upon the Accounting Convention. The Closing Date Statement of Assets will not reflect any Liabilities. In addition, the Seller Representative may dispute any amounts will permit the Buyer (or calculations reflected therein by delivery its accountants) to Buyer of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such amounts and calculations and the Seller Representative’s determination of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth participate in the Closing Date Schedule shall be deemed final substantially complete physical count of inventory and binding on Buyerother tangible personal property and property, the Seller Representative plant and each Seller as the Adjusted Purchase Price for all purposes of this Agreementequipment. If the Seller Representative delivers an Adjustment Dispute Notice during the Review Period, the Seller Representative and Buyer shall, during the thirty (30) days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as to the calculations or amounts in dispute in order to finally determine the Adjusted Purchase Price. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) day period, then either Party may thereafter submit the dispute to the Accounting Firm for resolution pursuant to Section 2.2(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 Seller will share equally the fees and expenses of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during Coopers & ▇▇▇▇▇▇▇ to assist in the preparation of the Closing Date ScheduleStatement of Assets and the performance of the Agreed-Upon Procedures. (B) If the Buyer has any objections to the Closing Date Statement of Assets, it will deliver a written statement setting forth such objections to the Seller within 45 days after (a) (i)(B). The Closing Date Statement of Assets shall be deemed final if Buyer fails to object within 45 days after receipt or after any revisions are completed pursuant to this ss. 2.6(a)(i)(B). (C) In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in ss. 2.6(a)(i)(B) above, the preparation Buyer and the Seller will share equally the fees and expenses of the Adjustment Dispute Notice accounting firm. (D) As part of Buyer's review of the Closing Date Statement of Assets or during the resolution of any dispute, including by the nationally-recognized accounting firm appointed to resolve disputes with respect theretoof the Parties pursuant to ss. 2.6(a)(i)(B), Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representative, on the other hand, shall provide the Buyer and its Representatives, timely accountants and reasonable access other representatives will be entitled to review the records, work papers methodology and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation of back-up materials used in preparing the Closing Date Schedule or Statement of Assets in the Adjustment Dispute Noticepresence of appropriate financial staff of Seller at reasonable times and upon reasonable notice.

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety seventy-five (9075) days following the Closing Date, Buyer shall in good faith prepare and deliver to the Seller Representative a certificate statement (the “Closing Date Schedule”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations of (x) a consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and (y) Buyer’s calculation of, in each case as of the Adjustment Time, Company Debt, Closing Cash, Cash and ​ ​ ​ Seller Transaction Expenses and Working Capital, (y) the Working Capital Deficiency (if any) or Working Capital Surplus (if any), and (z) the Adjusted Purchase PriceExpenses. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities Liabilities of the Company Group as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Seller Transaction Expenses), and (ii) any of the plans, transactions, or changes which the Buyer intends to initiate initiates or make makes or cause causes to be initiated or made after the Closing with respect to the Company Group or its business or assets. Following the Closing, or any facts or circumstances that are unique or particular the Buyer shall provide the Seller Representative and its representatives timely reasonable access, during normal business hours and upon reasonable notice, to Buyer or any the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company relating to the preparation of the Closing Date Schedule and shall cause the personnel of the Company to cooperate with the Seller Representative in connection with its assets or liabilitiesreview of the Closing Date Schedule. (ii) During the forty-five (45) day period commencing upon receipt of ▇▇▇▇▇’s Closing Date Schedule (the “Review Period”), the The Seller Representative may dispute any amounts or calculations reflected therein on the Closing Date Schedule by delivery to notifying the Buyer in writing of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the principal basis for the dispute such dispute, within thirty (30) days of such amounts and calculations and the Seller RepresentativeBuyer’s determination of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If delivery to the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in of the Closing Date Schedule shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this AgreementSchedule. If the Seller Representative delivers an Adjustment Dispute Notice during the Review Perioda notice of disagreement within such thirty (30) day period, the Seller Representative and Buyer shall, during the thirty (30) days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by each use reasonable efforts to reach an agreement on the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as to the calculations disputed items or amounts in dispute in order to finally determine the Adjusted Purchase Price. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price amounts set forth in on the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this AgreementClosing Date Schedule. If the Seller Representative and Buyer are unable to reach an agreement concerning any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) day period, then either Party may they shall promptly thereafter (but in any event within ten (10) days) submit the dispute to the Accounting Firm Arbitrator for resolution pursuant to Section 2.2(e(f). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during The amounts set forth on the preparation Closing Date Schedule shall be deemed conclusively determined for purposes of this Agreement upon the earlier to occur of (A) the failure of the Seller Representative to notify Buyer of a dispute within thirty (30) days of Buyer’s delivery of the Closing Date ScheduleSchedule as set forth in Section 2.5(e)(ii) above, (B) the preparation of the Adjustment Dispute Notice or the mutual written resolution of any all disputes with respect thereto, Buyer, on the one hand, shall provide the Seller Representative and its Representatives, pursuant to Section 2.5(e)(ii) by Buyer and the Seller Representative, on and (C) the other hand, shall provide resolution of all disputes by the Buyer and its Representatives, timely and reasonable access Accounting Arbitrator pursuant to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation of the Closing Date Schedule or the Adjustment Dispute NoticeSection 2.5(f).

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety the longer of (90a) 90 days following the Closing DateDate or (b) ten (10) Business Days following completion and reconciliation of all physical inventories, Buyer shall prepare in good faith and deliver to the Seller Representative Spence a certificate statement (the “Closing Date ScheduleSc▇▇▇▇▇▇”) of Buyer executed on its behalf by its Chief Financial Officer ), setting forth in reasonable detail Buyer’s calculations of (x) Company DebtBuyer’s calculation of, in each case as of the Adjustment Time, Closing Indebtedness, Closing Cash, Seller Transaction Expenses Expenses, and Working Capital (the “Closing Working Capital, ”) (y) prepared in accordance with the Working Capital Deficiency (if any) or Schedule and GAAP, provided that in the event of a conflict between the Working Capital Surplus (if anySchedule and GAAP, the Working Capital Schedule shall prevail), and (zy) Buyer’s proposed calculation of the Final Adjusted Purchase Price. The Closing Date Schedule will (1) entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company Group Sellers as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt Closing Indebtedness and Seller Transaction Expenses), and (ii2) entirely disregard any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group Business or its their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilitiesliabilities and (3) be based on facts and circumstances as they exist prior to the Adjustment Time and shall entirely disregard any change in Legal Requirements or GAAP (or interpretation or enforcement thereof) or any other act, decision or event occurring on or after the Closing. Following the Closing, Buyer shall provide Spence and its Representatives timely re▇▇▇▇▇▇le access to the records, work papers and supporting documentation used by Buyer in the preparation of the Closing Date Schedule and shall cause the personnel of the Business to cooperate with the Sellers in connection with its review of the Closing Date Schedule. Within ninety (90) days of the Closing Date, the parties will conduct a physical review of all inventory of the Business as of the Closing Date in all locations at which inventory is located. Any discrepancies between the physical count and the accounting records will be assumed to have existed at the Adjustment Time unless evidence can be provided that the discrepancy occurred after the Adjustment Time. The physical inventory for the Nicholson Steam Trap product line will o▇▇▇▇ ▇▇▇▇ receipt of such inventory in the Walden Facility. (ii) During the forty-five (45) day period commencing upon receipt of The Seller▇ ▇▇▇▇▇’s ▇ dispute any amounts reflected on the Closing Date Schedule (by notifying Buyer in writing of each disputed item, specifying the “Review Period”), the Seller Representative may amount thereof in dispute any amounts or calculations reflected therein by delivery to Buyer of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set and setting forth, in reasonable detail, the principal basis for the dispute such dispute, within 30 days of such amounts and calculations and the Seller RepresentativeBuyer’s determination delivery to Spence of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in the Closing Date Schedule shall be deemed final and binding on BuyerSchedule. If ▇▇▇ ▇▇llers deliver a notice of disagreement within such 30 day period, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative delivers an Adjustment Dispute Notice during the Review Period, the Seller Representative Sellers and Buyer shall, during the thirty (30) 30 days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by each use reasonable best efforts to reach agreement on the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as to the calculations disputed items or amounts in dispute in order to finally determine the Adjusted Purchase Priceamounts set forth on the Closing Date Schedule. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative Spence and Buyer are unable to reach agreement agr▇▇▇▇▇▇ concerning any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) 30 day period, then either Party may they shall promptly thereafter submit the dispute to the Accounting Firm Arbitrator for resolution pursuant to Section 2.2(e2.3(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during the preparation of The amounts set forth on the Closing Date Schedule, Schedule shall be deemed conclusively determined for purposes of this Agreement upon the preparation earlier to occur of (A) the failure of the Adjustment Dispute Notice or the resolution Sellers to notify Buyer of any disputes with respect thereto, a dispute within 30 days of Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representative, on the other hand, shall provide the Buyer and its Representatives, timely and reasonable access to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation ’s delivery of the Closing Date Schedule or as set forth in Section 2.3(d)(ii) above, (B) the Adjustment Dispute Noticemutual written resolution of all disputes pursuant to Section 2.3(d)(ii) by Buyer and Spence, and (C) the resolution of all di▇▇▇▇▇▇ by the Accounting Arbitrator pursuant to Section 2.3(e).

Post-Closing Adjustment to Purchase Price. (ia) As promptly as practicable, but in no event later Not more than ninety one-hundred twenty (90120) days following after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a certificate statement (the “Closing Date ScheduleStatement”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations calculation of (xi) Company Debt, the actual amount of the Closing Cash, Transaction Expenses and Working Capital, calculated using the same accounting principles, methodologies, policies and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Schedule 1C; (yii) the actual amount of the Assumed Indebtedness; (iii) the Purchase Price in accordance with Section 2.5 resulting from such actual amount of Closing Working Capital Deficiency (if any) or Working Capital Surplus (if any), and Assumed Indebtedness; and (ziv) the Adjusted Purchase Priceactual amount of the Closing Net Worth. The Closing Date Schedule Statement shall become Final and Binding on the Final Resolution Date. (b) During the sixty (60) days after delivery of the Closing Statement, Buyer will entirely disregard provide Seller Representative and their accountants reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any and all purchase accounting effects on of Buyer’s accountants’ work papers related to the assets or liabilities calculation of amounts in the Company Group as a result of Closing Statement (subject to the transactions contemplated hereby or execution of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer access letters that such accountants may reasonably require in connection with the consummation review of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Transaction Expensessuch work papers), and (ii) any to the employees and other Representatives of ▇▇▇▇▇ who were responsible for the preparation of the plans, transactions, or changes which Buyer intends Closing Statement to initiate or make or cause respond to be initiated or made after questions relating to the preparation of the Closing Statement and the calculation of the items thereon, in each case solely to allow Seller Representative to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. Any information shared with respect to the Company Group Seller Representative or its business accountants will be subject to Section 6.15, and Buyer shall not have any obligation to provide information or assetsaccess to information, materials or Persons if doing so could reasonably be expected to result in the waiver of any facts attorney-client privilege or circumstances that are unique the disclosure of any Know-How or particular violate any Law or the terms of any applicable Contract to which Buyer or any of its assets or liabilities. (ii) During the forty-five (45) day period commencing upon receipt Affiliates is a party. If Seller Representative disagrees with any of ▇▇▇▇▇’s Closing Date Schedule (the “Review Period”), the Seller Representative may dispute any amounts or calculations reflected therein by delivery to Buyer of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such amounts and calculations and the Seller Representative’s determination of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in the Closing Date Schedule Statement, Seller Representative may, within sixty (60) days after delivery of the Closing Statement, deliver a written notice of their disagreement (a “Post- Closing Notice of Disagreement”) to Buyer disagreeing with such calculations; provided, however, that such Post-Closing Notice of Disagreement shall include only objections based on whether (A) the amounts set forth on the Closing Statement were prepared in a manner consistent with the provisions of this Agreement or (B) there were mathematical errors in the computation of any amount set forth on the Closing Statement. Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Seller Representative disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Seller Representative’s calculation, based on such objections, of the Closing Working Capital or the Assumed Indebtedness, as applicable, and the Purchase Price resulting therefrom. To the extent not set forth in such Post-Closing Notice of Disagreement, Seller Representative shall be deemed final to have agreed with ▇▇▇▇▇’s calculation of all items and binding on Buyer, 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 and each Seller as Binding. (c) If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the Adjusted Purchase Price for all purposes sixtieth (60th) day following Buyer’s delivery of this Agreement. If the Closing Statement, then Buyer and Seller Representative delivers an Adjustment Dispute Notice during the Review Period, the Seller Representative and Buyer shall, during the thirty (30) days following Buyer’s receipt of such delivery (or such longer period as Post-Closing Notice of Disagreement, seek to resolve any differences that they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as have with respect to the calculations or amounts matters specified in dispute in order to finally determine the Adjusted Purchase Price. If the Seller Representative and Buyer so resolve all such differencesPost-Closing Notice of Disagreement; provided, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyerhowever, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative and Buyer are unable to reach agreement concerning that any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) day period, then either Party may thereafter submit the dispute to the Accounting Firm for resolution pursuant to Section 2.2(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) 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 Seller Representative. 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 KPMG International, or if KPMG International is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). Notwithstanding the foregoing, no individual at the Accounting Firm with a prior relationship with the Buyer or Sellers shall be involved in resolving any disagreement. 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 enter into a customary engagement letter with the Accounting Firm, which engagement letter shall explicitly provide that, in resolving the amounts in dispute, the Accounting Firm shall (i) consider only those items or amounts disputed by similar applicable state LawSeller Representative in the Post-Closing Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand; and (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 2.8. The Accounting Firm’s determination will be based solely upon information presented by ▇▇▇▇▇ and Seller Representative, and not on the basis of independent review. ▇▇▇▇▇ and Seller Representative shall cause the Accounting Firm to deliver to Buyer and Seller Representative as promptly as practicable (but in any event within thirty (30) days of its retention) a written report setting forth its determination of the amounts in dispute. Absent manifest error, in which case the dispute resolution provisions set forth in Section 13.3 shall apply, the written report prepared by the Accounting Firm shall be Final and Binding and judgment upon the determination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (iii▇) At any time during ▇▇▇▇▇ and Seller Representative (on Sellers’ behalf) shall each be responsible for the preparation fees and expenses of the Closing Date ScheduleAccounting Firm pro rata, the preparation of the Adjustment Dispute Notice or the resolution of any disputes with respect thereto, as between Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representative, on the other hand, in proportion to the relative difference between the positions taken by ▇▇▇▇▇ and Seller Representative compared to the determination of the Accounting Firm. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 2.8, including fees and expenses of attorneys and accountants, shall provide be borne and paid by the Party incurring such expense. (e) If the Purchase Price as finally determined pursuant to this Section 2.8 is less than the Estimated Purchase Price (the absolute value of such difference, the “Closing Payment Shortfall Amount”), then Seller Representative (on behalf of Sellers) shall pay Buyer an amount equal to the Closing Payment Shortfall Amount (i) first, from the Working Capital Escrow Account, and (ii) second, to the extent that the Working Capital Escrow Account has been depleted, at the option of Buyer, either (A) from the Indemnification Escrow Account or (B) from Foundation and Sellers, on a joint and several basis. After payment to Buyer of an amount equal to the Closing Payment Shortfall Amount in accordance with the preceding sentence, all funds then-remaining in the Working Capital Escrow Account, if any, shall be released to Foundation (on Sellers’ behalf). Within five (5) Business Days after the Final Resolution Date, Foundation (on Sellers’ behalf) shall make, and/or Buyer and its RepresentativesSeller Representative shall direct the Escrow Agent to make, timely and reasonable access as applicable, any payment or release contemplated by this Section 2.8, in each case by wire transfer of immediately available funds to one or more accounts designated in writing by the applicable payee. (f) If the Purchase Price as finally determined pursuant to this Section 2.8 is greater than the Estimated Purchase Price (the absolute value of such difference, the “Closing Payment Excess Amount”), then within five (5) Business Days after the Final Resolution Date, (i) Buyer shall pay, or cause to be paid, to Seller Representative (on Sellers’ behalf) an amount equal to the recordsClosing Payment Excess Amount via wire transfer of immediately available funds to an account designated in writing by Sellers, work papers and information (subject ii) each of Buyer and Seller Representative shall direct Escrow Agent to release to Foundation (on Sellers’ behalf) all funds then remaining in the Working Capital Escrow Account. (g) If the Purchase Price as finally determined pursuant to this Section 2.8 is equal to the execution of customary work paper access letters if requested) of such Party or the Company Group relating Estimated Purchase Price, there will be no adjustment to the preparation of Purchase Price pursuant to this Section 2.8. (h) Any payments made pursuant to this Section 2.8 shall be treated as an adjustment to the Closing Date Schedule or Purchase Price by the Adjustment Dispute NoticeParties for Tax purposes unless otherwise required by Law.

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety sixty (9060) days following the Closing Date, Buyer shall prepare and deliver to the Seller Sellers’ Representative a certificate statement (the “Closing Date Schedule”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations good faith calculation of (xA) Company Debt, together with a description and the amount of each element thereof; (B) Closing Cash, together with a description and the amount of each element thereof; (C) Sellers Transaction Expenses Expenses, together with a description and the amount of each element thereof; and (D) Working Capital (the “Closing Working Capital, ”) (y) prepared in accordance with the Working Capital Deficiency Schedule attached hereto as Exhibit C). If B▇▇▇▇ fails to deliver the Closing Date Schedule to the Sellers’ Representative within such sixty (if any60) or Working Capital Surplus (if any)day period, the Initial Closing Statement shall be deemed final, conclusive and (z) binding on all of the Adjusted Purchase Priceparties hereto. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company Group as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Sellers Transaction Expenses), and (ii) any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group or its business or assets. Following the Closing, or any facts or circumstances that are unique or particular Buyer shall provide the Sellers’ Representative and its Representatives timely reasonable access to the records, properties and personnel of the Company Members and Buyer or any relating to the preparation of its assets or liabilitiesthe Closing Date Schedule. (ii) During the forty-five (45) day period commencing upon receipt of ▇▇▇▇▇’s Closing Date Schedule (the “Review Period”), the Seller The Sellers’ Representative may dispute any amounts or calculations reflected therein on the Closing Date Schedule by delivery to notifying Buyer in writing of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the principal basis for such dispute, within thirty (30) days of Buyer’s delivery to the dispute of such amounts and calculations and the Seller Representative’s determination Sellers’ Representative of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any))Date Schedule. If the Seller Sellers’ Representative does not deliver an Adjustment Dispute Notice during the Review Perioda notice of disagreement to Buyer within such thirty (30) day period, then the Adjusted Purchase Price set forth in the Closing Date Schedule shall be deemed final final, conclusive and binding on Buyer, all of the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreementparties hereto. If the Seller Sellers’ Representative delivers an Adjustment Dispute Notice during the Review Perioda notice of disagreement within such thirty (30) day period, the Seller Sellers’ Representative and Buyer shallmay, during the thirty (30) days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by reach written agreement (such written agreement, on the “Modified Statement”) any differences as to the calculations disputed items or amounts in dispute in order to finally determine the Adjusted Purchase Priceamounts set forth on the Closing Date Schedule. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Sellers’ Representative and Buyer are unable to reach agreement concerning any all items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) day period, then either Party may they shall promptly thereafter submit the dispute to the Accounting Firm Arbitrator for resolution pursuant to Section 2.2(e2.4(f). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during the preparation of The amounts set forth on the Closing Date ScheduleSchedule shall be deemed final, the preparation conclusive and binding on all of the Adjustment Dispute Notice or parties hereto for purposes of this Agreement upon the resolution earlier to occur of any disputes with respect thereto, (A) the failure of the Sellers’ Representative to notify Buyer of a dispute within thirty (30) days of Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representative, on the other hand, shall provide the Buyer and its Representatives, timely and reasonable access to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation ’s delivery of the Closing Date Schedule or as set forth in Section ‎2.4(e)(iii) above, (B) the Adjustment Dispute Noticemutual written resolution of all disputes pursuant to Section ‎2.4(e)(iii) by B▇▇▇▇ and the Sellers’ Representative, and (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.4(f).

Post-Closing Adjustment to Purchase Price. (ia) As promptly as practicable, but in no event later Not more than ninety one hundred twenty (90120) days following after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a certificate statement (the “Closing Date ScheduleStatement”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations calculation of (xi) Company Debtthe actual amount of the Closing Indebtedness (the “Proposed Closing Indebtedness”), (ii) the actual amount of the Closing Cash, Seller Transaction Expenses and Working Capital, (y) the Working Capital Deficiency (if any) or Working Capital Surplus (if any“Proposed Closing Seller Transaction Expenses”), and (ziii) the Adjusted Purchase PriceCash Proceeds calculated using the Proposed Closing Indebtedness and the Proposed Closing Seller Transaction Expenses. The Closing Date Schedule will entirely disregard (i) any Statement shall become Final and all purchase accounting effects Binding on the assets or liabilities Parties on the Final Resolution Date. (b) During the fifteen (15) days after delivery of the Company Group as a result Closing Statement, Buyer will provide Seller and its accountants reasonable access, during normal business hours and upon reasonable notice, to review the financial books and records of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent related to the Closing Statement, solely to allow Seller to determine the accuracy of Buyer’s calculation of the items set forth on the Working Capital Schedule Closing Statement. Any information shared with Seller or its accountants will be subject to Section 6.12, 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 definitions waiver of any attorney-client privilege or the disclosure of any Trade Secrets or violate any Law or the terms Working Capital, Closing Cash, Company Debt and Transaction Expenses), and (ii) of any of the plans, transactions, or changes applicable Contract to which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities. (ii) During the forty-five (45) day period commencing upon receipt of ▇▇▇▇▇’s Closing Date Schedule (the “Review Period”), the Seller Representative may dispute any amounts or calculations reflected therein by delivery to Buyer of Affiliates is a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such amounts and calculations and the Seller Representative’s determination of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any))party. If the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price disagrees with any of Buyer’s calculations set forth in the Closing Date Schedule Statement, Seller may, within thirty (30) 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 disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Seller’s calculation, based on such objections, of the Closing Indebtedness or the Closing Seller Transaction Expenses, as applicable, and the Cash Proceeds resulting therefrom. To the extent not set forth in such Post-Closing Notice of Disagreement, Seller shall be deemed final to have agreed with Buyer’s calculation of all items and binding on Buyer, amounts contained in the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this AgreementClosing Statement. If Buyer does not receive a Post-Closing Notice of Disagreement from Seller within such thirty (30) day period, then the amounts set forth in the Closing Statement shall become Final and Binding on the Parties. (c) If a Post-Closing Notice of Disagreement is received by Buyer on or prior to the thirtieth (30th) day following Buyer’s delivery of the Closing Statement, then Buyer and Seller Representative delivers an Adjustment Dispute Notice during the Review Period, the Seller Representative and Buyer shall, during the thirty (30) days following Buyer’s receipt of such delivery (or such longer period as Post-Closing Notice of Disagreement, seek to resolve any differences that they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as have with respect to the calculations or amounts matters specified in dispute in order to finally determine the Adjusted Purchase Price. If the Seller Representative and Buyer so resolve all such differencesPost-Closing Notice of Disagreement; provided, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyerhowever, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative and Buyer are unable to reach agreement concerning that any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) day period, then either Party may thereafter submit the dispute to the Accounting Firm for resolution pursuant to Section 2.2(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Buyer and Seller. If Buyer and Seller are not able to resolve their differences during such thirty (30) day period, then at the end of such period, Buyer and Seller 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 PricewaterhouseCoopers, or if PricewaterhouseCoopers is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). Buyer and Seller 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 shall enter into a customary engagement letter with the Accounting Firm, which engagement letter shall explicitly provide that, in resolving the amounts in dispute, the Accounting Firm shall (i) consider only those items or amounts disputed by similar applicable state LawSeller in the Post-Closing Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Seller, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Seller, on the one hand, or Buyer, on the other hand; and (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 2.8. The Accounting Firm’s determination will be based solely upon information presented by Buyer and Seller, and not on the basis of independent review. Buyer and Seller shall cause the Accounting Firm to deliver to Buyer and Seller as promptly as practicable (but in any event within thirty (30) days of its retention) a written report setting forth its determination of the amounts in dispute. Absent manifest error, the written report prepared by the Accounting Firm shall be Final and Binding on Buyer and Seller and judgment upon the determination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (iiid) At any time during Buyer and Seller shall each be responsible for the preparation fees and expenses of the Closing Date ScheduleAccounting Firm pro rata, the preparation of the Adjustment Dispute Notice or the resolution of any disputes with respect thereto, as between Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller RepresentativeSeller, on the other hand, shall provide in proportion to the relative difference between the positions taken by Buyer and its Representatives, timely and reasonable access Seller compared to the recordsdetermination of the Accounting Firm. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 2.8, work papers including fees and information expenses of attorneys and accountants, shall be borne and paid by the Party incurring such expense. (subject e) If the Cash Proceeds as finally determined pursuant to this Section 2.8 is less than the Closing Payment (the absolute value of such difference, the “Closing Payment Shortfall Amount”), then within five (5) Business Days after the Final Resolution Date, Buyer shall be paid an amount equal to the execution Closing Payment Shortfall Amount at Buyer’s option (in its sole discretion): (i) from the Indemnification Escrow Fund; (ii) by wire transfer of customary work paper access letters if requestedimmediately available funds from Seller and the Unitholders (on a joint and several basis); and/or (iii) any combination thereof. (f) If the Cash Proceeds as finally determined pursuant to this Section 2.8 is greater than the Closing Payment (the absolute value of such Party difference, the “Closing Payment Excess Amount”), then within five (5) Business Days after the Final Resolution Date, Buyer shall pay, or the Company Group relating cause to be paid, to Seller an amount equal to the preparation amount of such excess via wire transfer of immediately available funds to an account designated in writing by Seller. (g) If the Cash Proceeds as finally determined pursuant to this Section 2.8 is equal to the Closing Date Schedule or Payment, there will be no adjustment to the Adjustment Dispute NoticeCash Proceeds pursuant to this Section 2.8. (h) Any payments made pursuant to this Section 2.8 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes unless otherwise required by Law.

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety (90) 90 days following the Closing Date, Buyer shall (A) prepare and deliver to the Seller Representative a certificate statement (the “Closing Date Schedule”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations of (x) Buyer’s calculation of, in each case as of the Adjustment Time, Company Debt, Closing Cash, Seller Transaction Expenses and Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto and GAAP (subject to the Working Capital GAAP Exception)), and (y) the Buyer’s proposed Working Capital Deficiency (if any) or proposed Working Capital Surplus (if any), and (zB) deliver to the Adjusted Purchase PriceSeller Representative the Closing Date Schedule, together with a certificate of Buyer confirming that the Closing Date Schedule was properly prepared in good faith and in accordance with the Working Capital Schedule attached hereto and GAAP (subject to the Working Capital GAAP Exception), using the policies, conventions, methodologies and procedures used by the Company in preparing the unaudited Interim Financial Statements. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company Group as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Seller Transaction Expenses), ) and (ii) any of the plans, transactions, transactions or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group or its their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities. Following the Closing, Buyer shall provide the Seller Representative and its Representatives reasonable access to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company Members relating to the preparation of the Closing Date Schedule and shall cause the personnel of the Company Members to reasonably cooperate during normal working hours with the Seller Representative in connection with its review of the Closing Date Schedule. (ii) During the forty-five (45) day period commencing upon receipt of ▇▇▇▇▇’s Closing Date Schedule (the “Review Period”), the The Seller Representative may dispute any amounts or calculations reflected therein on the Closing Date Schedule by delivery to notifying Buyer in writing of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the principal basis for the dispute such dispute, within 45 days of such amounts and calculations and the Seller RepresentativeBuyer’s determination of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If delivery to the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in of the Closing Date Schedule shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this AgreementSchedule. If the Seller Representative delivers an Adjustment Dispute Notice during the Review Perioda notice of disagreement within such 45-day period, the Seller Representative and Buyer shall, during the thirty (30) 30 days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by each use reasonable best efforts to reach agreement on the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as to the calculations disputed items or amounts in dispute in order to finally determine the Adjusted Purchase Price. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price amounts set forth in on the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this AgreementClosing Date Schedule. If the Seller Representative and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) -day period, then either Party may they shall promptly thereafter submit the dispute to the Accounting Firm Arbitrator for resolution pursuant to Section 2.2(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during The amounts set forth on the preparation Closing Date Schedule shall be deemed conclusively determined for purposes of this Agreement upon the earlier to occur of (A) the failure of the Seller Representative to notify Buyer of a dispute within 45 days of Buyer’s delivery of the Closing Date ScheduleSchedule as set forth in Section 2.2(d)(ii) above, (B) the preparation of the Adjustment Dispute Notice or the mutual written resolution of any all disputes with respect thereto, Buyer, on the one hand, shall provide the Seller Representative and its Representatives, pursuant to Section 2.2(d)(ii) by Buyer and the Seller Representative, on and (C) the other hand, shall provide resolution of all disputes by the Buyer and its Representatives, timely and reasonable access Accounting Arbitrator pursuant to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation of the Closing Date Schedule or the Adjustment Dispute NoticeSection 2.2(e).

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety the longer of (90a) 90 days following the Closing DateDate or (b) ten (10) Business Days following completion and reconciliation of all physical inventories, Buyer shall prepare in good faith and deliver to the Seller Representative ▇▇▇▇▇▇ a certificate statement (the “Closing Date Schedule”) of Buyer executed on its behalf by its Chief Financial Officer ), setting forth in reasonable detail Buyer’s calculations of (x) Company DebtBuyer’s calculation of, in each case as of the Adjustment Time, Closing Indebtedness, Closing Cash, Seller Transaction Expenses Expenses, and Working Capital (the “Closing Working Capital, ”) (y) prepared in accordance with the Working Capital Deficiency (if any) or Schedule and GAAP, provided that in the event of a conflict between the Working Capital Surplus (if anySchedule and GAAP, the Working Capital Schedule shall prevail), and (zy) Buyer’s proposed calculation of the Final Adjusted Purchase Price. The Closing Date Schedule will (1) entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company Group Sellers as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt Closing Indebtedness and Seller Transaction Expenses), and (ii2) entirely disregard any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group Business or its their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities. liabilities and (ii3) During be based on facts and circumstances as they exist prior to the forty-five Adjustment Time and shall entirely disregard any change in Legal Requirements or GAAP (45or interpretation or enforcement thereof) day period commencing upon receipt of or any other act, decision or event occurring on or after the Closing. Following the Closing, Buyer shall provide ▇▇▇▇▇’s ▇ and its Representatives timely reasonable access to the records, work papers and supporting documentation used by Buyer in the preparation of the Closing Date Schedule and shall cause the personnel of the Business to cooperate with the Sellers in connection with its review of the Closing Date Schedule. Within ninety (90) days of the “Review Period”)Closing Date, the Seller Representative parties will conduct a physical review of all inventory of the Business as of the Closing Date in all locations at which inventory is located. Any discrepancies between the physical count and the accounting records will be assumed to have existed at the Adjustment Time unless evidence can be provided that the discrepancy occurred after the Adjustment Time. The physical inventory for the ▇▇▇▇▇▇▇▇▇ Steam Trap product line will occur upon receipt of such inventory in the ▇▇▇▇▇▇ Facility. 18 (ii) The Sellers may dispute any amounts or calculations reflected therein on the Closing Date Schedule by delivery to notifying Buyer in writing of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the principal basis for the dispute such dispute, within 30 days of such amounts and calculations and the Seller RepresentativeBuyer’s determination delivery to ▇▇▇▇▇▇ of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any))Date Schedule. If the Seller Representative does not Sellers deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in the Closing Date Schedule shall be deemed final and binding on Buyera notice of disagreement within such 30 day period, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative delivers an Adjustment Dispute Notice during the Review Period, the Seller Representative Sellers and Buyer shall, during the thirty (30) 30 days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by each use reasonable best efforts to reach agreement on the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as to the calculations disputed items or amounts in dispute in order to finally determine the Adjusted Purchase Priceamounts set forth on the Closing Date Schedule. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price set forth in the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this Agreement. If the Seller Representative ▇▇▇▇▇▇ and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty (30) 30 day period, then either Party may they shall promptly thereafter submit the dispute to the Accounting Firm Arbitrator for resolution pursuant to Section 2.2(e2.3(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during the preparation of the Closing Date Schedule, the preparation of the Adjustment Dispute Notice or the resolution of any disputes with respect thereto, Buyer, on the one hand, shall provide the Seller Representative and its Representatives, and the Seller Representative, on the other hand, shall provide the Buyer and its Representatives, timely and reasonable access to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation of the Closing Date Schedule or the Adjustment Dispute Notice.

Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than ninety (90) days following the Closing Date, Buyer shall in good faith (A) prepare and deliver to the Seller Representative a certificate statement (the “Closing Date Schedule”) of Buyer executed on its behalf by its Chief Financial Officer setting forth in reasonable detail Buyer’s calculations of (x) Buyer’s calculation of Company Debt, Closing Cash, Seller Transaction Expenses and Working Capital (the “Closing Working Capital”) prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistency, (y) the Buyer’s proposed Working Capital Deficiency (if any) or proposed Working Capital Surplus (if any), and (z) Buyer’s calculation of the Adjusted Purchase PricePrice based on the foregoing, and (B) deliver to the Seller Representative the Closing Date Schedule, together with written confirmation by Buyer that the Closing Date Schedule was prepared in good faith in accordance with this Agreement, the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistency. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities Liabilities of the Company Group as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or its Affiliates or any other transaction entered into by Buyer or its Affiliates in connection with the consummation of the transactions contemplated hereby (except to the extent set forth on the Working Capital Schedule or in the definitions of the terms Working Capital, Closing Cash, Company Debt and Seller Transaction ExpensesExpenses or otherwise contemplated hereby), and (ii) any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Group or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilitiesLiabilities. Following Buyer’s delivery of the Closing Date Schedule pursuant to this Section 2.2(d)(i), Buyer shall provide the Seller Representative and its Representatives timely reasonable access, during normal business hours, in such a manner as to not unreasonably interfere with the normal operation of Buyer and its subsidiaries (including the Company), to the records, properties, management personnel involved in the preparation of the Closing Date Schedule and (subject to the execution of customary work paper access letters if requested) auditors of the Company to the extent reasonably relating to the preparation of and reasonably necessary for the Seller Representative’s review of the Closing Date Schedule and shall cause the management personnel of the Company involved in the preparation of the Closing Date Schedule to reasonably cooperate with the Seller Representative in connection with its review of the Closing Date Schedule. (ii) During the forty-five (45) day period commencing upon receipt of ▇▇▇▇▇’s Closing Date Schedule (the “Review Period”), the The Seller Representative may dispute any amounts or calculations reflected therein by delivery to Buyer of a written notice (an “Adjustment Dispute Notice”). The Adjustment Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such amounts and calculations and the Seller Representative’s determination of the Adjusted Purchase Price (including its proposed detailed calculations of Company Debt, Closing Cash, Transaction Expenses, Working Capital, the Working Capital Deficiency (if any) and Working Capital Surplus (if any)). If the Seller Representative does not deliver an Adjustment Dispute Notice during the Review Period, then the Adjusted Purchase Price set forth in on the Closing Date Schedule shall be deemed final by notifying Buyer in writing of each disputed item, specifying the amount thereof in dispute and binding on setting forth the basis for such dispute and providing reasonable supporting documentation (to the extent reasonably available to the Seller Representative) and calculations for such dispute, within sixty (60) days of Buyer, ’s delivery to the Seller Representative and each Seller as of the Adjusted Purchase Price for all purposes of this AgreementClosing Date Schedule. If the Seller Representative delivers an Adjustment Dispute Notice during the Review Perioda notice of disagreement within such sixty (60) day period, the Seller Representative and Buyer shall, during the thirty sixty (3060) days following such delivery (or such longer period as they may mutually agree), meet, confer and exchange any additional relevant information reasonably requested by each use reasonable best efforts to reach agreement on the other party regarding the calculation of Adjusted Purchase Price and negotiate in good faith to resolve by written agreement (such written agreement, the “Modified Statement”) any differences as to the calculations disputed items or amounts in dispute in order to finally determine the Adjusted Purchase Price. If the Seller Representative and Buyer so resolve all such differences, then the Adjusted Purchase Price amounts set forth in on the Modified Statement shall be deemed final and binding on Buyer, the Seller Representative and each Seller as the Adjusted Purchase Price for all purposes of this AgreementClosing Date Schedule. If the Seller Representative and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule that are disputed pursuant to the Adjustment Dispute Notice during such thirty sixty (3060) day (or such mutually agreed longer) period, then either Party may they shall promptly thereafter submit the dispute to the Accounting Firm Arbitrator for resolution pursuant to Section 2.2(e). All negotiations between the Seller Representative and Buyer and their respective Representatives contemplated by this Section 2.2(d)(ii) shall be governed by Rule 408 of the Federal Rules of Evidence and by similar applicable state Law. (iii) At any time during The amounts set forth on the preparation Closing Date Schedule shall be deemed conclusively determined for purposes of this Agreement upon the earliest to occur of (A) the failure of the Seller Representative to notify Buyer of a dispute within sixty (60) days of Buyer’s delivery of the Closing Date ScheduleSchedule as set forth in Section 2.2(d)(ii), (B) the preparation of the Adjustment Dispute Notice or the mutual written resolution of any all disputes with respect thereto, Buyer, on the one hand, shall provide the Seller Representative and its Representatives, pursuant to Section 2.2(d)(ii) by Buyer and the Seller Representative, on and (C) the other hand, shall provide resolution of all disputes by the Buyer and its Representatives, timely and reasonable access Accounting Arbitrator pursuant to the records, work papers and information (subject to the execution of customary work paper access letters if requested) of such Party or the Company Group relating to the preparation of the Closing Date Schedule or the Adjustment Dispute NoticeSection 2.2(e).