Common use of Post-Closing Procedures Clause in Contracts

Post-Closing Procedures. (a) On or before the 130th day following the Closing Date, Buyer shall cause the Auditors to deliver draft copies of the Closing Balance Sheet, together with a calculation of the Total Equity of the Company as of the Closing Date (the "Final Total Equity"), the Positive Total Equity Adjustment (if any), the Negative Total Equity Adjustment (if any) and the Sludge Amount (if any) (collectively, the "Closing Statements") to Seller. The fees and expenses of the Auditor shall be paid by Buyer. (b) Seller shall have 20 Business Days following receipt of the Closing Statements to advise Buyer in writing (the "Comment Notice") that Seller does not agree with the draft Closing Statements. If Seller does not issue a Comment Notice within the said 20 Business Day period (the "Comment Period"), then Seller shall be deemed to have accepted the Closing Statements. (c) If a Comment Notice is issued by Seller, then Seller, Buyer and the Auditors will use good faith efforts during the 10 Business Day period following the date of receipt of the Comment Notice by Buyer to resolve any difference they may have as to the issues in dispute. Such Comment Notice will identify with specificity the calculations or amounts with which Seller disagrees, or any other basis for such disagreement. In the event that Seller and Buyer reach agreement to resolve their differences within the 10 Business Day period they shall jointly prepare, execute and deliver to each other and the Auditors a certificate (the "Joint Certificate") setting forth their determinations with respect to all matters in dispute. (d) If Buyer and Seller cannot reach agreement during such 10 Business Day period referred to in Section 3.5(c), the disagreement shall be promptly submitted to an internationally recognized independent chartered accounting firm that does not have a conflict of interest with Seller or Buyer and selected by the Auditors (the "Independent Accountant"). The Independent Accountant shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Buyer and Seller have not reached agreement pursuant to the preceding provisions. The Independent Accountant's determinations shall be completed as promptly as practicable but in no event later than 20 Business Days following its selection. Upon reaching its determinations with respect to those matters referred to it, the Independent Accountant shall then determine the terms of the Closing Statements. The Independent Accountant shall verify its determinations in writing by way of a certificate resolving the dispute submitted to it and the terms of the Closing Statements (the "Independent Certificate"), which shall be final and binding on Buyer and Seller and shall not be subject to appeal. The fees and expenses of the Independent Accountant shall be paid by Buyer. (e) If no Comment Notice is issued in accordance with subclause (b), or upon the Joint Certificate being delivered to the Auditors in accordance with subclause (c), or upon resolution of such dispute in accordance with subclause (d), then in any such case, the Auditors shall prepare the Closing Statements (reflecting any such dispute resolution) in final form and shall deliver same to Buyer and Seller within 5 Business Days of the end of the Comment Period referred to in subclause (b), receipt of the Joint Certificate referred to in subclause (c) or the resolution of the dispute as provided for in subclause (d), as the case may be. (f) Upon the Litigation Claim becoming a Final Claim, Seller and Buyer, if applicable, shall instruct the Escrow Agent to release the Holdback held pursuant to the Holdback Escrow Agreement as follows: (i) any cost, expense or other Liability incurred by the Company with respect to the Litigation Claim after the Closing Date shall be paid to the Company from the Holdback and (ii) any amounts remaining in the Holdback after payment is made pursuant to clause (i) shall be paid to Seller.

Post-Closing Procedures. (a) On or before the 130th day following Within thirty (30) days after the Closing Date, Buyer or as soon as practicable thereafter, Whitehall shall cause deliver to Purchaser, Parent and Seller (with a copy to Kaoufman) a certificate duly executed by an authorized officer (the Auditors to deliver draft copies “Post-Closing Certificate”) setting forth the actual Consolidated Net Debt of the Closing Balance SheetGroup, together with a calculation of the Total Equity of the Company as of the Closing Date Date, converted into US Dollars at the conversion rate of RUR 23.578 = $1.00. The determination of the Consolidated Net Debt set forth on the Post-Closing Certificate shall be prepared in good faith in accordance with the definitions set forth in this Agreement and otherwise in a manner consistent with the accounting principles used in preparing Whitehall’s audited consolidated financial statements as of December 31, 2007 (the "Final Total Equity"), the Positive Total Equity Adjustment (if any), the Negative Total Equity Adjustment (if any“Accounting Principles”) and the Sludge Amount (if any) (collectively, the "Closing Statements") to Seller. The fees and expenses of the Auditor shall be paid accompanied by Buyersuch supporting documentation as Purchaser may reasonably request. (b) If Purchaser disagrees with the determination of the Consolidated Net Debt set forth on the Post-Closing Certificate, the Purchaser shall notify Seller (with a copy to Whitehall) in writing of such disagreement within the 30-day period immediately following the delivery of the Post-Closing Certificate, which notice shall describe the specific nature of any such disagreement and set forth a reasonable basis for such disagreement; provided, however, the Purchaser shall not disagree with any valuation made by Whitehall which has been made in accordance with the Accounting Principles. During the 30-day period of its review, the Purchaser and its representatives and advisors shall have 20 Business Days following receipt reasonable access to any documents, schedules or work papers used in the preparation of the Post-Closing Statements Certificate. Purchaser expressly agrees that any failure by it to advise Buyer in writing (the "Comment Notice") that notify Seller does not agree of any disagreement with the draft Consolidated Net Debt set forth on the Post-Closing Statements. If Seller does not issue a Comment Notice within Certificate on or prior to the said 20 Business Day period (date that is 30 days after delivery of the "Comment Period"), then Seller Post-Closing Certificate shall be deemed to have accepted be the definitive acceptance by Purchaser of the Consolidated Net Debt set forth on the Post-Closing StatementsCertificate and, except in the case of fraud or willful misconduct, shall constitute a complete and irrevocable waiver of any right of Purchaser to dispute such amount for purposes of this Agreement. (c) If a Comment Notice is issued by Seller, then Seller, Buyer Seller and the Auditors will use Purchaser agree to negotiate in good faith efforts during the 10 Business Day period following the date of receipt of the Comment Notice by Buyer to resolve any difference they may have disagreement identified by Purchaser pursuant to Section 4.8(b) regarding the determination of the Consolidated Net Debt as of the Closing Date, and any resolution of such disagreement agreed to in writing by Seller and Purchaser shall be final, non-appealable and binding upon the Parties and their successors and assigns. If Seller and Purchaser are unable to resolve such disagreement identified by Purchaser pursuant to Section 4.8(b) within 30 days after delivery to Seller of written notice of such disagreement by Purchaser, then the disputed matters shall be referred for final determination to PricewaterhouseCoopers. If PricewaterhouseCoopers is unable or unwilling to serve, Seller and Purchaser shall jointly select an arbitrator from an internationally recognized accounting firm that is not the independent auditor for any of the Parties; provided, however, that if Seller and Purchaser are unable to select such an accounting firm within 45 days after delivery of written notice of a disagreement, the Center for Public Resources shall make such selection. PricewaterhouseCoopers or the internationally recognized accounting firm so selected shall be referred to herein as the “Accounting Arbitrator”. The Accounting Arbitrator shall only consider those items and amounts as to the issues in dispute. Such Comment Notice will identify with specificity the calculations or amounts with which Seller disagrees, and Purchaser have disagreed within the time periods and on the terms specified above and shall resolve the matter in accordance with the terms and provisions of this Agreement and in application of the Accounting Principles. The Accounting Arbitrator is expressly limited to the selection of either Seller’s or any other basis for such disagreement. In Purchaser’s position on a disputed item (or a position in between the event that positions of Seller and Buyer reach agreement Purchaser) and it shall thus select as a resolution for each disputed matter the position of either Seller or Purchaser (or a position in between the positions of Seller and Purchaser) (based solely on presentations and supporting material provided by the such Parties and not pursuant to resolve any independent review) and the Accounting Arbitrator may not impose an alternative resolution outside those bounds. The Parties and their differences within Representatives shall cooperate in good faith with the 10 Business Day period they Accounting Arbitrator and shall jointly preparefurnish such accounting data reasonably requested by the Accounting Arbitrator for the purposes of fulfilling its mandate hereunder, execute including providing their work papers and files. The Accounting Arbitrator shall deliver to each other Seller and the Auditors Purchaser, as promptly as practicable and in any event within 45 days after its appointment, a certificate (the "Joint Certificate") written report setting forth their determinations the resolution of each disputed matter and its determination of the Consolidated Net Debt determined in accordance with respect the terms of this Agreement. Absent manifest error, such determination shall be final, non-appealable and binding upon the Parties to all matters the fullest extent permitted by applicable law and may be enforced in disputeany court having competent jurisdiction. The 45-day period for delivering the written report may be extended for up to 30 days for good cause by the mutual written consent of Seller and Purchaser or by the Accounting Arbitrator at its sole discretion. The fees, expenses and costs of the Accounting Arbitrator shall be borne one-half by Seller and one-half by Purchaser. (d) If Buyer and Seller cannot reach agreement during such 10 Business Day period referred to in Section 3.5(c)the Consolidated Net Debt, the disagreement shall be promptly submitted to an internationally recognized independent chartered accounting firm that does not have a conflict of interest with Seller or Buyer and selected by the Auditors (the "Independent Accountant"). The Independent Accountant shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Buyer and Seller have not reached agreement finally determined pursuant to the preceding provisions. The Independent Accountant's determinations procedures set forth in this Section 4.8, is greater than the Estimated Consolidated Net Debt, then the Consideration shall be completed as promptly as practicable but in no event later than 20 Business Days following its selection. Upon reaching its determinations with respect to those matters referred to it, decreased by the Independent Accountant shall then determine the terms of the Closing Statements. The Independent Accountant shall verify its determinations in writing by way of a certificate resolving the dispute submitted to it Adjustment Amount and the terms of the Closing Statements (the "Independent Certificate"), which Share Consideration shall be final and binding on Buyer and Seller and shall not be subject to appealdecreased by the Share Adjustment Amount. The fees and expenses of If the Independent Accountant shall be paid by Buyer. (e) If no Comment Notice is issued in accordance with subclause (b), or upon the Joint Certificate being delivered to the Auditors in accordance with subclause (c), or upon resolution of such dispute in accordance with subclause (d), then in any such case, the Auditors shall prepare the Closing Statements (reflecting any such dispute resolution) in final form and shall deliver same to Buyer and Seller within 5 Business Days of the end of the Comment Period referred to in subclause (b), receipt of the Joint Certificate referred to in subclause (c) or the resolution of the dispute as provided for in subclause (d)Consolidated Net Debt, as the case may be. (f) Upon the Litigation Claim becoming a Final Claim, Seller and Buyer, if applicable, shall instruct the Escrow Agent to release the Holdback held finally determined pursuant to the Holdback Escrow Agreement as follows: (i) any costprocedures set forth in this Section 4.8, expense or other Liability incurred is less than the Estimated Consolidated Net Debt, the Consideration shall be increased by the Company with respect to Adjustment Amount and the Litigation Claim after the Closing Date Share Consideration shall be paid to increased by the Company from the Holdback and (ii) any amounts remaining in the Holdback after payment is made pursuant to clause (i) shall be paid to Seller.Share Adjustment Amount. For purposes of this Agreement

Post-Closing Procedures. (ai) On or before During the 130th day period of sixty (60) days following the Closing Datedate hereof, Buyer Purchaser shall cause be entitled to perform all procedures and take any other steps that it deems appropriate to confirm that the Auditors to deliver draft copies information set forth on Exhibit A is true, complete and correct and conforms with the terms and conditions of the Closing Balance SheetAccount Documents. Within such 60-day period, together with Purchaser may, by delivery of a calculation writing to Seller, propose changes to the information set forth in Exhibit A (“Proposed Changes”) and suggested adjustments to the Purchase Price using a discount rate of the Total Equity of the Company 8.28% per annum applied to scheduled future Payments as of the Closing Date date hereof (the "Final Total Equity"“Proposed Adjustments”), each calculated as the Positive Total Equity Adjustment (if any)increase or decrease in the Payment balance resulting from the Proposed Change, such change to be calculated in accordance with generally accepted accounting principles in the Negative Total Equity Adjustment (if any) and the Sludge Amount (if any) (collectively, the "Closing Statements") to Seller. The fees and expenses of the Auditor shall be paid by BuyerUnited States. (bii) If Seller shall have 20 Business Days following fail to respond to any of Purchaser’s Proposed Changes or Proposed Adjustments within thirty (30) days after receipt of the Closing Statements to advise Buyer in writing (the "Comment Notice") that by Seller does not agree with the draft Closing Statements. If Seller does not issue a Comment Notice within the said 20 Business Day period (the "Comment Period")thereof, then Seller shall be deemed to have accepted the Closing Statementssuch Proposed Change or Proposed Adjustment. (ciii) If a Comment Notice is issued In the event of any dispute between Seller and Purchaser regarding any Proposed Change or Proposed Adjustment that cannot be resolved within thirty (30) days after receipt thereof by Seller, then Sellereach of Seller and Purchaser shall have the right, Buyer and the Auditors will use good faith efforts during the 10 Business Day period following the date upon delivery of receipt of the Comment Notice by Buyer to resolve any difference they may have as written notice to the issues in dispute. Such Comment Notice will identify with specificity the calculations or amounts with which Seller disagreesother party, or any other basis for to require that such disagreement. In the event that Seller and Buyer reach agreement to resolve their differences within the 10 Business Day period they shall jointly prepare, execute and deliver to each other and the Auditors dispute be resolved by a certificate (the "Joint Certificate") setting forth their determinations with respect to all matters in dispute. (d) If Buyer and Seller cannot reach agreement during such 10 Business Day period referred to in Section 3.5(c), the disagreement shall be promptly submitted to an internationally recognized independent chartered public accounting firm that does not have a conflict of interest with Seller or Buyer and selected by the Auditors (the "Independent Accountant"). The Independent Accountant shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Buyer and Seller have not reached agreement pursuant to the preceding provisions. The Independent Accountant's determinations shall be completed as promptly as practicable but in no event later than 20 Business Days following its selection. Upon reaching its determinations with respect to those matters referred to it, the Independent Accountant shall then determine the terms of the Closing Statements. The Independent Accountant shall verify its determinations in writing by way of a certificate resolving the dispute submitted to it and the terms of the Closing Statements (the "Independent Certificate")nationally recognized auditing expertise, which shall be final jointly selected by Purchaser and Seller and, if Seller and Purchaser cannot so agree, shall be selected by lot from two or more public accounting firms with nationally recognized auditing expertise, each of whom shall not have been selected by Seller or General Electric Company to audit its consolidated financial statements for the then-current fiscal year or any of the three immediately preceding fiscal years (the “Selected Accounting Firm”). The Selected Accounting Firm shall resolve only issues upon which Purchaser and Seller have been unable to agree. Seller and Purchaser shall use commercially reasonable efforts to enable the decision of the Selected Accounting Firm to be rendered within thirty (30) days after the appointment of the Selected Accounting Firm and the decision of the Selected Accounting Firm shall be binding on Buyer and Seller and Purchaser. (iv) Each of Seller and Purchaser shall not be subject to appealpay its own fees and expenses in connection with the tasks outlined in this Section 3(c). The All fees and expenses of the Independent Accountant Selected Accounting Firm shall be paid borne pro rata by Buyer. (e) If no Comment Notice is issued Seller and Purchaser in accordance with subclause (b)proportion to the allocation of the disputed amount between Seller and Purchaser by the Selected Accounting Firm, such that the prevailing party pays a lesser portion, or upon the Joint Certificate being delivered to the Auditors in accordance with subclause (c)none, or upon resolution of such dispute in accordance with subclause (d), then in any such case, the Auditors shall prepare the Closing Statements (reflecting any such dispute resolution) in final form fees and shall deliver same to Buyer and Seller within 5 Business Days of the end of the Comment Period referred to in subclause (b), receipt of the Joint Certificate referred to in subclause (c) or the resolution of the dispute as provided for in subclause (d), as the case may beexpenses. (f) Upon the Litigation Claim becoming a Final Claim, Seller and Buyer, if applicable, shall instruct the Escrow Agent to release the Holdback held pursuant to the Holdback Escrow Agreement as follows: (i) any cost, expense or other Liability incurred by the Company with respect to the Litigation Claim after the Closing Date shall be paid to the Company from the Holdback and (ii) any amounts remaining in the Holdback after payment is made pursuant to clause (i) shall be paid to Seller.

Post-Closing Procedures. (a) On or before During the 130th day period of sixty (60) days following the Closing Datedate hereof, Buyer each of Seller and Purchaser shall cause be entitled to perform all procedures and take any other steps that it deems appropriate to confirm that the Auditors to deliver draft copies information set forth on Exhibit A is true, complete and correct and conforms with the terms and conditions of the Closing Balance SheetAccount Documents. Within such 60-day period, together with each of Seller and Purchaser may, by delivery of a calculation writing to the other party, propose changes to the information set forth in such specified columns of Exhibit A ("Proposed Changes") and suggested adjustments to the Total Equity Purchase Price using a discount rate of the Company 6.21% applied to scheduled future Payments as of the Closing Date date hereof (the "Final Total EquityProposed Adjustments"), each calculated as the Positive Total Equity Adjustment (if any)increase or decrease in the Payment balance resulting from the Proposed Change, such change to be calculated in accordance with generally accepted accounting principles in the Negative Total Equity Adjustment (if any) and the Sludge Amount (if any) (collectively, the "Closing Statements") to United States consistent with Seller. The fees and expenses of the Auditor shall be paid by Buyer's past practices. (b) If Seller shall have 20 Business Days following fail to respond to any of Purchaser's Proposed Changes or Proposed Adjustments within thirty (30) days after receipt of the Closing Statements to advise Buyer in writing (the "Comment Notice") that by Seller does not agree with the draft Closing Statements. If Seller does not issue a Comment Notice within the said 20 Business Day period (the "Comment Period")thereof, then Seller shall be deemed to have accepted the Closing Statementssuch Proposed Change or Proposed Adjustment. If Purchaser shall fail to respond to any of Seller's Proposed Changes or Proposed Adjustments within thirty (30) days after receipt by Purchaser thereof, Purchaser shall be deemed to have accepted such Proposed Change or Proposed Adjustment. (c) If a Comment Notice is issued by Seller, then Seller, Buyer and the Auditors will use good faith efforts during the 10 Business Day period following the date of receipt of the Comment Notice by Buyer to resolve any difference they may have as to the issues in dispute. Such Comment Notice will identify with specificity the calculations or amounts with which Seller disagrees, or any other basis for such disagreement. In the event that of any dispute between Seller and Buyer reach agreement Purchaser regarding any Proposed Change or Proposed Adjustment that cannot be resolved within thirty (30) days after receipt thereof by Seller or Purchaser, as applicable, each of Seller and Purchaser shall have the right, upon delivery of written notice to resolve their differences within the 10 Business Day period they other party, to require that such dispute be resolved by a public accounting firm with nationally recognized auditing expertise, which shall be jointly prepareselected by Purchaser and Seller and, execute if Seller and deliver Purchaser cannot so agree, shall be selected by lot from two or more public accounting firms with nationally recognized auditing expertise, each of whom shall not have been selected by Parent or General Electric Company to each other and audit its consolidated financial statements for the Auditors a certificate then-current fiscal year or any of the three immediately preceding fiscal years (the "Joint CertificateSelected Accounting Firm"). The Selected Accounting Firm shall resolve only issues upon which Purchaser and Seller have been unable to agree. Seller and Purchaser shall use commercially reasonable efforts to enable the decision of the Selected Accounting Firm to be rendered within thirty (30) setting forth their determinations with respect Business Days after the appointment of the Selected Accounting Firm. Each of Seller and Purchaser reserves all legal and other equitable rights and remedies to all matters in disputeenforce or challenge the decision rendered by the Selected Accounting Firm. (d) If Buyer and Seller cannot reach agreement during such 10 Business Day period referred to in Section 3.5(c), the disagreement shall be promptly submitted to an internationally recognized independent chartered accounting firm that does not have a conflict Each of interest with Seller or Buyer and selected by the Auditors (the "Independent Accountant"). The Independent Accountant shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Buyer and Seller have not reached agreement pursuant to the preceding provisions. The Independent Accountant's determinations shall be completed as promptly as practicable but in no event later than 20 Business Days following its selection. Upon reaching its determinations with respect to those matters referred to it, the Independent Accountant shall then determine the terms of the Closing Statements. The Independent Accountant shall verify its determinations in writing by way of a certificate resolving the dispute submitted to it and the terms of the Closing Statements (the "Independent Certificate"), which shall be final and binding on Buyer and Seller and Purchaser shall not be subject to appealpay its own fees and expenses in connection with the tasks outlined in this Section 3.3. The All fees and expenses of the Independent Accountant Selected Accounting Firm shall be paid borne pro rata by Buyer. (e) If no Comment Notice is issued Seller and Purchaser in accordance with subclause (b)proportion to the allocation of the disputed amount between Seller and Purchaser by the Selected Accounting Firm, such that the prevailing party pays a lesser portion, or upon the Joint Certificate being delivered to the Auditors in accordance with subclause (c)none, or upon resolution of such dispute in accordance with subclause (d), then in any such case, the Auditors shall prepare the Closing Statements (reflecting any such dispute resolution) in final form fees and shall deliver same to Buyer and Seller within 5 Business Days of the end of the Comment Period referred to in subclause (b), receipt of the Joint Certificate referred to in subclause (c) or the resolution of the dispute as provided for in subclause (d), as the case may beexpenses. (f) Upon the Litigation Claim becoming a Final Claim, Seller and Buyer, if applicable, shall instruct the Escrow Agent to release the Holdback held pursuant to the Holdback Escrow Agreement as follows: (i) any cost, expense or other Liability incurred by the Company with respect to the Litigation Claim after the Closing Date shall be paid to the Company from the Holdback and (ii) any amounts remaining in the Holdback after payment is made pursuant to clause (i) shall be paid to Seller.

Post-Closing Procedures. (a) On or before During the 130th day period of sixty (60) days following the Closing Datedate hereof, Buyer each of Seller and Purchaser shall cause be entitled to perform all procedures and take any other steps that it deems appropriate to confirm that the Auditors to deliver draft copies information set forth on Exhibit A is true, complete and correct and conforms with the terms and conditions of the Closing Balance SheetAccount Documents. Within such 60-day period, together with each of Seller and Purchaser may, by delivery of a calculation writing to the other party, propose changes to the information set forth in such specified columns of Exhibit A (“Proposed Changes”) and suggested adjustments to the Total Equity Purchase Price using a discount rate of the Company 6.21% applied to scheduled future Payments as of the Closing Date date hereof (the "Final Total Equity"“Proposed Adjustments”), each calculated as the Positive Total Equity Adjustment (if any)increase or decrease in the Payment balance resulting from the Proposed Change, such change to be calculated in accordance with generally accepted accounting principles in the Negative Total Equity Adjustment (if any) and the Sludge Amount (if any) (collectively, the "Closing Statements") to United States consistent with Seller. The fees and expenses of the Auditor shall be paid by Buyer’s past practices. (b) If Seller shall have 20 Business Days following fail to respond to any of Purchaser’s Proposed Changes or Proposed Adjustments within thirty (30) days after receipt of the Closing Statements to advise Buyer in writing (the "Comment Notice") that by Seller does not agree with the draft Closing Statements. If Seller does not issue a Comment Notice within the said 20 Business Day period (the "Comment Period")thereof, then Seller shall be deemed to have accepted the Closing Statementssuch Proposed Change or Proposed Adjustment. If Purchaser shall fail to respond to any of Seller’s Proposed Changes or Proposed Adjustments within thirty (30) days after receipt by Purchaser thereof, Purchaser shall be deemed to have accepted such Proposed Change or Proposed Adjustment. (c) If a Comment Notice is issued by Seller, then Seller, Buyer and the Auditors will use good faith efforts during the 10 Business Day period following the date of receipt of the Comment Notice by Buyer to resolve any difference they may have as to the issues in dispute. Such Comment Notice will identify with specificity the calculations or amounts with which Seller disagrees, or any other basis for such disagreement. In the event that of any dispute between Seller and Buyer reach agreement Purchaser regarding any Proposed Change or Proposed Adjustment that cannot be resolved within thirty (30) days after receipt thereof by Seller or Purchaser, as applicable, each of Seller and Purchaser shall have the right, upon delivery of written notice to resolve their differences within the 10 Business Day period they other party, to require that such dispute be resolved by a public accounting firm with nationally recognized auditing expertise, which shall be jointly prepareselected by Purchaser and Seller and, execute if Seller and deliver Purchaser cannot so agree, shall be selected by lot from two or more public accounting firms with nationally recognized auditing expertise, each of whom shall not have been selected by Parent or General Electric Company to each other and audit its consolidated financial statements for the Auditors a certificate then-current fiscal year or any of the three immediately preceding fiscal years (the "Joint Certificate"“Selected Accounting Firm”). The Selected Accounting Firm shall resolve only issues upon which Purchaser and Seller have been unable to agree. Seller and Purchaser shall use commercially reasonable efforts to enable the decision of the Selected Accounting Firm to be rendered within thirty (30) setting forth their determinations with respect Business Days after the appointment of the Selected Accounting Firm. Each of Seller and Purchaser reserves all legal and other equitable rights and remedies to all matters in disputeenforce or challenge the decision rendered by the Selected Accounting Firm. (d) If Buyer and Seller cannot reach agreement during such 10 Business Day period referred to in Section 3.5(c), the disagreement shall be promptly submitted to an internationally recognized independent chartered accounting firm that does not have a conflict Each of interest with Seller or Buyer and selected by the Auditors (the "Independent Accountant"). The Independent Accountant shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Buyer and Seller have not reached agreement pursuant to the preceding provisions. The Independent Accountant's determinations shall be completed as promptly as practicable but in no event later than 20 Business Days following its selection. Upon reaching its determinations with respect to those matters referred to it, the Independent Accountant shall then determine the terms of the Closing Statements. The Independent Accountant shall verify its determinations in writing by way of a certificate resolving the dispute submitted to it and the terms of the Closing Statements (the "Independent Certificate"), which shall be final and binding on Buyer and Seller and Purchaser shall not be subject to appealpay its own fees and expenses in connection with the tasks outlined in this Section 3.3. The All fees and expenses of the Independent Accountant Selected Accounting Firm shall be paid borne pro rata by Buyer. (e) If no Comment Notice is issued Seller and Purchaser in accordance with subclause (b)proportion to the allocation of the disputed amount between Seller and Purchaser by the Selected Accounting Firm, such that the prevailing party pays a lesser portion, or upon the Joint Certificate being delivered to the Auditors in accordance with subclause (c)none, or upon resolution of such dispute in accordance with subclause (d), then in any such case, the Auditors shall prepare the Closing Statements (reflecting any such dispute resolution) in final form fees and shall deliver same to Buyer and Seller within 5 Business Days of the end of the Comment Period referred to in subclause (b), receipt of the Joint Certificate referred to in subclause (c) or the resolution of the dispute as provided for in subclause (d), as the case may beexpenses. (f) Upon the Litigation Claim becoming a Final Claim, Seller and Buyer, if applicable, shall instruct the Escrow Agent to release the Holdback held pursuant to the Holdback Escrow Agreement as follows: (i) any cost, expense or other Liability incurred by the Company with respect to the Litigation Claim after the Closing Date shall be paid to the Company from the Holdback and (ii) any amounts remaining in the Holdback after payment is made pursuant to clause (i) shall be paid to Seller.

Post-Closing Procedures. The determination of the adjustments, if any, required to be made to the Merger Consideration pursuant to clause (ac) On or before of this Section 1.10 shall be made pursuant to the 130th day following provisions: (i) Within 60 days after the Closing Date, Buyer Parent shall prepare or cause to be prepared the Auditors consolidated balance sheet of the Company and CEA effective as of the Adjustment Effective Time (the “Closing Balance Sheet”) as well as a calculation of the Closing Net Working Capital, the Closing Capital Lease Amount and the Closing Stay Bonus Amount (the Closing Balance Sheet Amount, the Closing Capital Lease Amount and the Closing Stay Bonus Amount are hereafter referred to as the “Section 1.10(c) Adjustment Amounts”), and deliver draft copies of to Securityholders’ Representative the Closing Balance Sheet, together with as well as calculations of the Section 1.10(c) Adjustment Amounts, if any, required to be made to the Merger Consideration pursuant to clause (d) of this Section 1.10 (the “Schedule of Adjustments”). Parent shall supply Securityholders’ Representative supporting documentation containing reasonable detail as to the components or calculations of the Section 1.10(c) Adjustment Amounts (including all components thereof) promptly upon Securityholders’ Representative’s written request. (ii) Securityholders’ Representative will have a period of thirty (30) days following the delivery of the Closing Balance Sheet as well as a calculation of the Total Equity Section 1.10(c) Adjustment Amounts (including all components thereof) and the Schedule of Adjustments to notify Parent of any disagreements with any of the Company as foregoing. Any such notice shall be accompanied by supporting documentation containing reasonable detail. Failure to notify Parent within such 30-day period shall be deemed acceptance of the Closing Date Balance Sheet as well as the calculation of the Section 1.10(c) Adjustment Amounts (the "Final Total Equity"), the Positive Total Equity Adjustment (if any), the Negative Total Equity Adjustment (if anyincluding all components thereof) and the Sludge Amount (if any) (collectivelySchedule of Adjustments. If Securityholders’ Representative timely notifies Parent of any disagreement, the "Closing Statements"parties agree that each of them will attempt in good faith to resolve such disagreement. If within thirty (30) days after delivery to SellerParent of the notification by Securityholders’ Representative of a disagreement, the parties are unable to resolve such disagreement, either Parent, on the one hand, or Securityholders’ Representative, on the other hand, shall have the right to submit the determination of such matters to an independent accountant of national standing reasonably acceptable to Securityholders’ Representative and Parent (the “Independent Auditor”), whose decision shall be binding on the parties. The fees and expenses cost of the Independent Auditor shall be paid by Buyer. (b) Seller shall have 20 Business Days following receipt the party or parties whose aggregate estimate of the Closing Statements to advise Buyer in writing (the "Comment Notice") that Seller does not agree with the draft Closing Statements. If Seller does not issue a Comment Notice within the said 20 Business Day period (the "Comment Period"), then Seller shall be deemed to have accepted the Closing Statements. (c) If a Comment Notice is issued by Seller, then Seller, Buyer and the Auditors will use good faith efforts during the 10 Business Day period following the date of receipt of the Comment Notice by Buyer to resolve any difference they may have as to the issues in dispute. Such Comment Notice will identify with specificity the calculations disputed amount or amounts with which Seller disagrees, or any other basis for such disagreement. In the event that Seller and Buyer reach agreement to resolve their differences within the 10 Business Day period they shall jointly prepare, execute and deliver to each other and the Auditors a certificate (the "Joint Certificate") setting forth their determinations with respect to all matters in dispute. (d) If Buyer and Seller cannot reach agreement during such 10 Business Day period referred to in Section 3.5(c), the disagreement shall be promptly submitted to an internationally recognized independent chartered accounting firm that does not have a conflict of interest with Seller or Buyer and selected by the Auditors (the "Independent Accountant"). The Independent Accountant shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Buyer and Seller have not reached agreement pursuant to the preceding provisions. The Independent Accountant's determinations shall be completed as promptly as practicable but in no event later than 20 Business Days following its selection. Upon reaching its determinations with respect to those matters referred to it, the Independent Accountant shall then determine the terms of the Closing Statements. The Independent Accountant shall verify its determinations in writing by way of a certificate resolving the dispute submitted to it and the terms of the Closing Statements (the "Independent Certificate"), which shall be final and binding on Buyer and Seller and shall not be subject to appeal. The fees and expenses of the Independent Accountant shall be paid by Buyer. (e) If no Comment Notice is issued in accordance with subclause (b), or upon the Joint Certificate being delivered to the Auditors in accordance with subclause (c), or upon resolution of such dispute in accordance with subclause (d), then in any such case, the Auditors shall prepare the Closing Statements (reflecting any such dispute resolution) in final form and shall deliver same to Buyer and Seller within 5 Business Days of the end of the Comment Period referred to in subclause (b), receipt of the Joint Certificate referred to in subclause (c) or the resolution of the dispute as provided for in subclause (d)amounts, as the case may be, differs most greatly from the determination of the Independent Auditor. (fiii) Upon If it is finally determined pursuant to this clause (d) that any amount is payable by Parent in accordance with clause (c) of this Section 1.10, Parent shall, remit such difference to the Litigation Claim becoming a Final ClaimPaying Agent or to CEA’s payroll agent in cash, Seller and Buyerto be allocated among the Former Securityholders in the manner set forth in Section 1.6(b) or Section 1.6(c), if as applicable; notwithstanding the foregoing, Parent shall instruct not be required to remit any portion of such amount attributable to Dissenting Shares. (iv) If it is determined pursuant to this clause (d) that any amount is payable to Parent in accordance with clause (c) of this Section 1.10, the Securityholders’ Representative shall direct the Escrow Agent to release remit such difference to Parent in cash from the Holdback held pursuant Additional Escrow Amount in accordance with the terms of the Escrow Agreement. In the event that the Additional Escrow Amount is insufficient to make the Holdback Escrow Agreement required payment, then the Securityholders’ Representative shall cause the Former Securityholders to remit, on a several basis, such shortfall to Parent. (v) Any cash payment to be made as follows: a result of adjustments made in accordance with clauses (ic) any cost, expense or other Liability incurred by the Company with respect to the Litigation Claim after the Closing Date and (d) of this Section 1.10 shall be paid within five (5) Business Days of the final determination of such adjustments by wire transfer of immediately available funds. Parent and the Securityholders’ Representative shall provide joint written instructions to the Company from Escrow Agent regarding the Holdback release of the Additional Escrow Amount within five (5) Business Days of the final determination of the adjustment to the Merger Consideration as determined pursuant to clauses (c) and (iid) any amounts remaining in of this Section 1.10. Any such payment shall be made to such account or accounts as may be designated by the Holdback after party or parties entitled to such payment at least two (2) Business Days prior to the date that such payment is made pursuant to clause (i) shall be paid to Sellermade.

Post-Closing Procedures. Within forty-five (a45) On or before the 130th day following calendar days after the Closing Date, Seller shall deliver to Buyer shall cause a certificate (the Auditors to deliver draft copies “Final Closing Certificate”) containing Seller’s proposed final calculations of the Closing Balance Sheet(i) Assumed Liabilities, together with a calculation of the Total Equity of the Company as of (ii) the Closing Date Accounts Receivable Amount, and (iii) the "amount of all sales Tax, goods and services Tax and VAT directly attributable thereto. The Final Total Equity")Closing Certificate and the proposed final amounts set forth therein shall be prepared in accordance with GAAP and shall fairly and accurately present the Assumed Liabilities, the Positive Total Equity Adjustment (if any), the Negative Total Equity Adjustment (if any) amount of Closing Date Accounts Receivable Amount and the Sludge Amount amount of sales Tax, goods and services Tax and VAT directly attributable thereto. Within ten (if any10) (collectively, the "Closing Statements") to Seller. The fees and expenses of the Auditor shall be paid by business days following Buyer. (b) Seller shall have 20 Business Days following ’s receipt of the Final Closing Statements to advise Certificate (such period, the “Review Period”), Buyer shall notify Seller in writing if Buyer disagrees with the Closing Date Accounts Receivable Amount and/or the sales Tax, goods and services Tax and VAT directly attributable thereto set forth therein (the "Comment Notice") that Seller does not agree with “Notice of Dispute”). The Notice of Dispute shall only dispute the draft Closing StatementsDate Accounts Receivable Amount and/or the sales Tax, goods and services Tax and VAT directly attributable thereto, and shall set forth in reasonable detail the basis for such dispute, the amounts involved and Buyer’s determination of any disputed amounts. If no Notice of Dispute is received by Seller does not issue a Comment Notice within the said 20 Business Day period (the "Comment Review Period"), then Seller (i) Buyer shall be deemed to have accepted the Closing Statements. (c) If a Comment Notice is issued by Seller, then Seller, Buyer irrevocably consented and the Auditors will use good faith efforts during the 10 Business Day period following the date of receipt of the Comment Notice by Buyer agreed to resolve any difference they may have as to the issues in dispute. Such Comment Notice will identify with specificity the calculations or amounts with which Seller disagrees, or any other basis for such disagreement. In the event that Seller and Buyer reach agreement to resolve their differences within the 10 Business Day period they shall jointly prepare, execute and deliver to each other and the Auditors a certificate (the "Joint Certificate") setting forth their determinations with respect to all matters in dispute. (d) If Buyer and Seller cannot reach agreement during such 10 Business Day period referred to in Section 3.5(c), the disagreement shall be promptly submitted to an internationally recognized independent chartered accounting firm that does not have a conflict of interest with Seller or Buyer and selected by the Auditors (the "Independent Accountant"). The Independent Accountant shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Buyer and Seller have not reached agreement pursuant to the preceding provisions. The Independent Accountant's determinations shall be completed as promptly as practicable but in no event later than 20 Business Days following its selection. Upon reaching its determinations with respect to those matters referred to it, the Independent Accountant shall then determine the terms of the Closing Statements. The Independent Accountant shall verify its determinations in writing by way of a certificate resolving the dispute submitted to it and the terms of the Closing Statements (the "Independent Certificate"), which shall be final and binding on Buyer and Seller and shall not be subject to appeal. The fees and expenses of the Independent Accountant shall be paid by Buyer. (e) If no Comment Notice is issued in accordance with subclause (b), or upon the Joint Certificate being delivered to the Auditors in accordance with subclause (c), or upon resolution of such dispute in accordance with subclause (d), then in any such case, the Auditors shall prepare the Closing Statements (reflecting any such dispute resolution) in final form and shall deliver same to Buyer and Seller within 5 Business Days of the end of the Comment Period referred to in subclause (b), receipt of the Joint Certificate referred to in subclause (c) or the resolution of the dispute as provided for in subclause (d), as the case may be. (f) Upon the Litigation Claim becoming a Final Claim, Seller and Buyer, if applicable, shall instruct the Escrow Agent to release the Holdback held pursuant to the Holdback Escrow Agreement as follows: (i) any cost, expense or other Liability incurred by the Company with respect to the Litigation Claim after the Closing Date shall be paid to the Company from the Holdback Accounts Receivable Amount and (ii) any amounts remaining the Closing Date Accounts Receivable Amount set forth in the Holdback after payment is made pursuant to clause (i) Final Closing Certificate shall be paid to Sellerbecome final and binding upon Seller and Buyer.