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

Post-Closing Purchase Price Adjustment. (a) Within 120 days after the Closing Date, Seller shall prepare, with the assistance of Buyer's employees, and deliver a statement (the "Preliminary Statement"), as of the Closing Date, updating the Initial Inventory Value so that it reflects the Inventory Value as of the Closing Date based only on a roll forward basis from September 30, 1996, with no changes other than to update the Initial Inventory Value from September 30, 1996, using the identical principles, procedures, estimates, judgments, pricing and other practices used in determining the Initial Inventory Value as of September 30, 1996. Subject to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Statement, Buyer must deliver to Seller within 30 days after delivery of the Preliminary Statement (but such delivery shall not be required earlier than 90 days after Closing) a detailed statement describing such objections thereto (the "Buyer's Statement"). If a Buyer's Statement is not delivered to Seller within such time period, the determination of the Inventory Value set forth in the Preliminary Statement will be final, binding, and non-appealable by the Parties. The Parties will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after Seller has received the Buyer's Statement, such matter shall be resolved as provided in Section 3.05(b). Buyer's representatives shall be entitled to observe all physical inventories that are conducted in connection with and/or inspect all work papers, calculations and documents related to Seller's updating of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Preliminary Statement. (b) In the event any objections to the Preliminary Statement are not resolved by Seller and Buyer within the 30 day period following delivery of the Buyer's Statement pursuant to Section 3.05(a), such unresolved objections shall be submitted for resolution to an internationally recognized independent certified public accountant located in Boston, Massachusetts, or New York, New York, selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period. If Seller and Buyer are unable to mutually agree upon an internationally recognized certified public accountant within such 20 day period, then Seller and Buyer shall each select an internationally recognized certified public accountant and within five days of their selection those two accountants shall select a third internationally recognized certified public accountant located in Boston, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each of Seller and Buyer must select its accountant within 10 days after the end of the 20 day period described above, and if any Party shall fail to select an accountant within such 10 day period, the accountant selected by the other such Party shall select another internationally recognized certified public accountant, and such two accountants shall select the third accountant, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) shall be required to submit its decision to Seller and Buyer within 30 days of appointment, which decision shall be final and binding on the Parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. The reasonable fees of the accountant that settles the claim in question and any accountant selected by an accountant selected by a Party when the other Party has failed to select an accountant shall be borne by either or both Seller and Buyer in inverse proportion to the degree of success of such Party by virtue of said decision as determined by the accountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne by such Party. (c) The Inventory Value, as finally determined in accordance with Sections 3.05(a) or 3.05

Post-Closing Purchase Price Adjustment. (a) Within 120 days As soon as reasonably practicable after the Closing Date, Seller and in any event, within ninety (90) days thereof, Buyer shall prepare, with the assistance of Buyer's employees, prepare and deliver to Seller a statement (the "Preliminary “Closing Statement"”) setting forth with reasonable supporting detail the calculation of (i) the aggregate amount of Cash of the Sold Companies (the “Closing Date Cash”), (ii) the aggregate amount of Indebtedness of the Sold Companies (the “Closing Date Indebtedness”), (iii) the aggregate amount of Transaction Expenses, if any (the “Closing Transaction Expenses”) and (iv) Net Working Capital (the “Closing Date Net Working Capital”), in each case, calculated as of the Effective Time in accordance with the Agreed Accounting Principles without giving effect to the Transactions (other than the Pre-Closing Date, updating the Initial Inventory Value so that it reflects the Inventory Value as Transfers). (b) After receipt of the Closing Date based only on a roll forward basis Statement from September 30Buyer, 1996, with no changes other than Seller shall have forty- five (45) days to update review the Initial Inventory Value from September 30, 1996, using Closing Statement (the identical principles, procedures, estimates, judgments, pricing “Review Period”) and other practices used notify Buyer in determining the Initial Inventory Value as of September 30, 1996. Subject writing prior to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Statement, Buyer must deliver to Seller within 30 days after delivery expiration of the Preliminary Statement (but such delivery shall not be required earlier than 90 days after Closing) a detailed statement describing such objections Review Period of any dispute or objection thereto (such written notice, the "Buyer's Statement"“Objection”). If a Buyer's Seller has not notified Buyer of an Objection within the Review Period then the Closing Statement is not delivered shall be deemed to Seller within such time period, have been accepted by the determination of the Inventory Value set forth in the Preliminary Statement will be parties and shall become final, bindingbinding and conclusive. Seller and Buyer shall, within thirty (30) days (or such longer period as Seller and non-appealable by Buyer may agree in writing) following delivery of an Objection to Buyer (the Parties. The Parties will negotiate “Resolution Period”), attempt in good faith to resolve their differences, all such discussions and communications related thereto shall (unless otherwise agreed by Buyer and Seller) be governed by Rule 408 of the Federal Rules of Evidence and any such objectionsapplicable similar state rule, but if they do not reach a final and any resolution within 30 days after Seller has received the Buyer's Statement, such matter by them as to any disputed amounts shall be resolved as provided in Section 3.05(b)final, binding and conclusive. Buyer's representatives shall be entitled Any items agreed to observe all physical inventories that are conducted in connection with and/or inspect all work papers, calculations and documents related to Seller's updating of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Preliminary Statement. (b) In the event any objections to the Preliminary Statement are not resolved by Seller and Buyer within in writing, together with any items not disputed or objected to by Seller in the 30 day period following delivery Objection, are collectively referred to herein as the “Resolved Matters”. (c) From and after the Closing, Buyer shall, and shall cause the Sold Companies to (i) assist Seller and Representatives of Seller in their review of, and provide Seller and Representatives of Seller with reasonable access upon reasonable notice during normal business hours to, the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities, employees and auditors and other applicable agents of the Buyer's Sold Companies for purposes of reviewing the Closing Statement, and (ii) cooperate fully with Seller and its Representatives in connection with such review, including providing on a timely basis all other information and copies of records or other documents necessary or useful in connection with the review of the Closing Statement pursuant as is requested by Seller and its Representatives. (d) If at the end of the Resolution Period Seller and Buyer have been unable to Section 3.05(a)resolve all differences that they may have with respect to the matters specified in the Objection, Seller and Buyer shall refer all matters that remain in dispute with respect to the Objection (the “Unresolved Matters”) to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or if such unresolved objections shall be submitted for resolution firm is unable or unwilling to accept such engagement, an internationally recognized independent certified public accountant located accounting firm that has not provided material services to either Seller or Buyer or their respective Affiliates in Boston, Massachusetts, or New York, New York, the preceding three (3) years as jointly selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period. If or, if Seller and Buyer are unable to mutually agree upon an within five (5) Business Days from the end of the Resolution Period, then such internationally recognized certified independent public accountant accounting firm jointly selected by Seller’s and Buyer’s independent accountants within five (5) Business Days thereafter) (such 20 day periodfirm, then as finally selected, the “Accounting Firm”). Seller and Buyer each agree to promptly sign an engagement letter, in commercially reasonable form, as may reasonably be required by the Accounting Firm. Each of Buyer and Seller shall submit to the Accounting Firm (with a copy delivered to the other party on the same day), within ten (10) Business Days after the date of the engagement of the Accounting Firm, a memorandum (a “Submission”) (which may include supporting exhibits) setting forth their respective positions with respect to the Unresolved Matters. Each of Buyer and Seller may (but shall not be required to) submit to the Accounting Firm (with a copy delivered to the other party on the same day), within twenty (20) Business Days after the date of the engagement of the Accounting Firm, a memorandum responding to Submission submitted to the Accounting Firm by the other party. Unless requested by the Accounting Firm in writing, no party hereto may present any additional information or arguments to the Accounting Firm, either orally or in writing. None of Seller, Buyer or any of their respective Affiliates or Representatives shall have any ex parte communications or meetings with the Accounting Firm regarding the subject matter hereof without the other party’s prior written consent. The Accounting Firm shall be given reasonable access to all relevant records of the Business to calculate the Closing Statement. The Accounting Firm shall act as an expert and not as an arbitrator to calculate, based solely on the Submissions of Buyer, on the one hand, and Seller, on the other hand, and only with respect to the Unresolved Matters submitted and without independent investigation, whether and to what extent the Closing Statement requires adjustments and shall be instructed that its calculation (A) must be made in strict accordance with the terms of this Agreement and the Agreed Accounting Principles, without regard to principles of equity, and (B) with respect to each Unresolved Matter, must be within the range of values established for such amount as determined by reference to the value assigned to such amount in the Submissions of Buyer, on the one hand, and Seller, on the other hand. Seller and Buyer shall each select request the Accounting Firm to (i) submit its final written determination to Seller and Buyer as soon as practicable, but in any event within twenty (20) Business Days after the Accounting Firm’s engagement, and (ii) prepare the Final Closing Statement (which shall be consistent with the Resolved Matters and the final determination of the Accounting Firm of the Unresolved Matters) and calculate the Final Purchase Price based on such Final Closing Statement. The Accounting Firm’s final written determination shall be conclusive and binding upon Seller and Buyer, absent manifest error. The “Final Closing Statement” shall be (i) in the event that no Objection is delivered by Seller to Buyer prior to the expiration of the Review Period, the Closing Statement delivered by Buyer to Seller pursuant to Section 2.10(a), (ii) in the event that an internationally recognized certified public accountant and within five days Objection is delivered by Seller to Buyer prior to the expiration of their selection those two accountants shall select a third internationally recognized certified public accountant located in Bostonthe Review Period, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each Closing Statement delivered by Buyer to Seller pursuant to Section 2.10(a) as adjusted pursuant to the agreement of Seller and Buyer must select its accountant within 10 days after in writing or (iii) in the end event that an Objection is delivered by Seller to Buyer prior to the expiration of the 20 day period described aboveReview Period and Seller and Buyer are unable to agree on all matters set forth in such Objection, the Closing Statement delivered by Buyer to Seller pursuant to Section 2.10(a) as adjusted by the Accounting Firm to be consistent with the Resolved Matters and the final determination of the Accounting Firm of the Unresolved Matters in accordance with this Section 2.10(d). In the event the Final Closing Statement is determined (x) pursuant to clause (i) or (ii) of the immediately preceding sentence, Buyer shall prepare the Final Closing Statement and calculate the Final Purchase Price, in each case, in strict accordance with the terms of this Agreement, and if any Party shall fail deliver such items to select an accountant Seller within such 10 day periodthree (3) Business Days following the determination thereof or (y) pursuant to clause (iii) of the immediately preceding sentence, the accountant selected by Accounting Firm shall prepare the other such Party Final Closing Statement (which shall select another internationally recognized certified public accountantbe consistent with the Resolved Matters and the final determination of the Accounting Firm of the Unresolved Matters) and calculate the Final Purchase Price based on the Final Closing Statement, in each case, in strict accordance with the terms of this Agreement, and deliver such two accountants shall select the third accountant, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) shall be required to submit its decision items to Seller and Buyer within 30 days three (3) Business Days following the delivery of appointment, which decision shall be the final written determination of the Accounting Firm to Seller and binding on the Parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereofBuyer. The reasonable fees of date on which the accountant that settles the claim in question and any accountant selected by an accountant selected by a Party when the other Party has failed to select an accountant shall be borne by either or both Seller and Buyer in inverse proportion to the degree of success of such Party by virtue of said decision as determined by the accountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne by such Party. (c) The Inventory Value, as Final Closing Statement is finally determined and delivered in accordance with Sections 3.05(athis Section 2.10(d) or 3.05is hereinafter referred to as the “Determination Date”.

Post-Closing Purchase Price Adjustment. (a) Within 120 days As soon as reasonably practicable after the Closing Date, Seller and in any event, within ninety (90) days thereof, Buyer shall prepare, with the assistance of Buyer's employees, prepare and deliver to Seller a statement (the "Preliminary Closing Statement") setting forth the calculation of (i) the aggregate amount of Cash of the Sold Companies (the "Closing Date Cash"), (ii) the aggregate amount of Indebtedness of the Sold Companies (the "Closing Date Indebtedness"), and (iii) Net Working Capital (the "Closing Date Net Working Capital"), in the case of clauses (i) – (iii) above calculated as of the Effective Time in accordance with the Agreed Accounting Principles and without giving effect to the Transactions (other than the Pre-Closing Date, updating the Initial Inventory Value so that it reflects the Inventory Value as Transfers). (b) After receipt of the Closing Date based only on a roll forward basis Statement from September 30Buyer, 1996, with no changes other than Seller shall have forty-five (45) days to update review the Initial Inventory Value from September 30, 1996, using the identical principles, procedures, estimates, judgments, pricing and other practices used in determining the Initial Inventory Value as of September 30, 1996. Subject to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Statement, Buyer must deliver to Seller within 30 days after delivery of the Preliminary Closing Statement (but such delivery shall not be required earlier than 90 days after Closing) a detailed statement describing such objections thereto (the "Buyer's StatementReview Period") and notify Buyer in writing prior to the expiration of the Review Period of any dispute or objection thereto, setting forth in reasonable detail the particular items of any such dispute or objection (such written notice, the "Objection"). If a Buyer's Seller has not notified Buyer of an Objection within the Review Period, then the Closing Statement is not delivered shall be deemed to Seller within such time period, have been accepted by the determination of the Inventory Value set forth in the Preliminary Statement will be parties and shall become final, bindingbinding and conclusive. Seller and Buyer shall, within thirty (30) days (or such longer period as Seller and non-appealable by Buyer may agree in writing) following delivery of an Objection to Buyer (the Parties. The Parties will negotiate "Resolution Period"), attempt in good faith to resolve their differences, all such discussions and communications related thereto shall (unless otherwise agreed by Buyer and Seller) be governed by Rule 408 of the Federal Rules of Evidence and any such objectionsapplicable similar state rule, but if they do not reach a final and any resolution within 30 days after Seller has received the Buyer's Statement, such matter by them as to any disputed amounts shall be resolved final, binding and conclusive. Any items agreed to by Seller and Buyer in writing, together with any items not disputed or objected to by Seller in the Objection, are collectively referred to herein as provided in Section 3.05(b). Buyer's the "Resolved Matters". (c) From and after the Closing, Buyer shall (and shall cause the Sold Companies to) provide Seller and its representatives shall be entitled to observe all physical inventories that are conducted in connection with and/or inspect all reasonable access during normal business hours to, the books, records (including work papers, calculations schedules, memoranda and documents related to Seller's updating of the Initial Inventory Valueother documents), and supporting data and will use its commercially reasonable efforts to inspect all work papers, schedules make available its employees and other supporting materials relating to, auditors used in the preparation of the Preliminary Closing Statement for purposes of reviewing the Closing Statement. Buyer and Seller shall cooperate fully with each other party and its or their representatives in connection with their respective review of the Closing Statement and the Objection, as the case may be, including providing on a timely basis all other information and copies of records or other documents of the Business necessary or useful in connection with the review of the Closing Statement and the Objection as is reasonably requested by such other party or its or their representatives; provided, however, that the accountants of Buyer shall not be obliged to make any work papers available to Seller or its representatives except in accordance with such accountant's normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (bd) In If at the event end of the Resolution Period Seller and Buyer have been unable to resolve any objections differences that they may have with respect to the Preliminary Statement are matters specified in the Objection, Seller and Buyer shall refer all matters that remain in dispute with respect to the Objection (the "Unresolved Matters") to Deloitte & Touche LLP (or if such firm is unable or unwilling to accept such engagement, an internationally recognized independent public accounting firm that has not resolved provided material services to either Seller or Buyer or their respective Affiliates in the preceding three (3) years as jointly selected by Seller and Buyer within the 30 day period following delivery of the Buyer's Statement pursuant to Section 3.05(a)or, such unresolved objections shall be submitted for resolution to an internationally recognized independent certified public accountant located in Boston, Massachusetts, or New York, New York, selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period. If if Seller and Buyer are unable to mutually agree upon an within five (5) Business Days from the end of the Resolution Period, then such internationally recognized certified independent public accountant accounting firm jointly selected by Seller's and Buyer's independent accountants within five (5) Business Days thereafter) (such 20 day periodfirm, then as finally selected, the "Accounting Firm"). Seller and Buyer each agree to promptly sign an engagement letter, in commercially reasonable form, as may reasonably be required by the Accounting Firm. Each of Buyer and Seller shall submit to the Accounting Firm (with a copy delivered to the other party on the same day), within ten (10) Business Days after the date of the engagement of the Accounting Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Unresolved Matters. Each of Buyer and Seller may (but shall not be required to) submit to the Accounting Firm (with a copy delivered to the other party on the same day), within ten (10) Business Days after the date of the engagement of the Accounting Firm, a memorandum responding to the initial memorandum submitted to the Accounting Firm by the other party. Unless requested by the Accounting Firm in writing, no party hereto may present any additional information or arguments to the Accounting Firm, either orally or in writing. None of Seller, Buyer or any of their respective Affiliates or representatives shall have any ex parte communications or meetings with the Accounting Firm regarding the subject matter hereof without the other party's prior written consent. The Accounting Firm shall be given reasonable access to all relevant records of the Business to calculate the Closing Statement. The Accounting Firm shall act as an expert and not as an arbitrator to calculate, based solely on the written submissions of Buyer, on the one hand, and Seller, on the other hand, and only with respect to the Unresolved Matters submitted and without independent investigation, whether and to what extent the Closing Statement requires adjustments and shall be instructed that its calculation (A) must be made in strict accordance with the terms of this Agreement and the Agreed Accounting Principles, without regard to principles of equity, and (B) with respect to each Unresolved Matter, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Seller in the Objection and by Buyer in the Closing Statement. Seller and Buyer shall each select request the Accounting Firm to (i) submit its final written determination to Seller and Buyer as soon as practicable, but in any event within thirty (30) Business Days after the Accounting Firm's engagement, and (ii) prepare the Final Closing Statement (which shall be consistent with the Resolved Matters and the final determination of the Accounting Firm of the Unresolved Matters) and calculate the Final Purchase Price based on such Final Closing Statement. The Accounting Firm's final written determination shall be conclusive and binding upon Seller and Buyer. The "Final Closing Statement" shall be (i) in the event that no Objection is delivered by Seller to Buyer prior to the expiration of the Review Period, the Closing Statement delivered by Buyer to Seller pursuant to Section 2.5(a), (ii) in the event that an internationally recognized certified public accountant and within five days Objection is delivered by Seller to Buyer prior to the expiration of their selection those two accountants shall select a third internationally recognized certified public accountant located in Bostonthe Review Period, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each Closing Statement delivered by Buyer to Seller pursuant to Section 2.5(a) as adjusted pursuant to the agreement of Seller and Buyer must select its accountant within 10 days after in writing or (iii) in the end event that an Objection is delivered by Seller to Buyer prior to the expiration of the 20 day period described aboveReview Period and Seller and Buyer are unable to agree on all matters set forth in such Objection, the Closing Statement delivered by Buyer to Seller pursuant to Section 2.5(a) as adjusted by the Accounting Firm to be consistent with the Resolved Matters and the final determination of the Accounting Firm of the Unresolved Matters in accordance with this Section 2.5(d). In the event the Final Closing Statement is determined (x) pursuant to clause (i) or (ii) of the immediately preceding sentence, Buyer shall prepare the Final Closing Statement and calculate the Final Purchase Price, in each case, in strict accordance with the terms of this Agreement, and if any Party shall fail deliver such items to select an accountant Seller within such 10 day periodthree (3) Business Days following the determination thereof or (y) pursuant to clause (iii) of the immediately preceding sentence, the accountant selected by Accounting Firm shall prepare the other such Party Final Closing Statement (which shall select another internationally recognized certified public accountantbe consistent with the Resolved Matters and the final determination of the Accounting Firm of the Unresolved Matters) and calculate the Final Purchase Price based on the Final Closing Statement, in each case, in strict accordance with the terms of this Agreement, and deliver such two accountants shall select the third accountant, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) shall be required to submit its decision items to Seller and Buyer within 30 days three (3) Business Days following the delivery of appointment, the final written determination of the Accounting Firm to Seller and Buyer. The date on which decision the Final Closing Statement is finally determined and delivered in accordance with this Section 2.5(d) is hereinafter referred to as the "Eligibility Date". (e) Buyer and Seller agree that the procedures set forth in this Section 2.5 for resolving disputes with respect to the calculation of Closing Statement shall be final the sole and binding on exclusive method for resolving any such disputes; provided that this provision shall not prohibit any party from instituting litigation to enforce any decision pursuant to the Parties and terms hereof by the Accounting Firm in any court of competent jurisdiction. The substance of the Accounting Firm's determination shall constitute not be subject to review or appeal, absent a showing of fraud. It is the intent of the parties to have any determination of Unresolved Matters by the Accounting Firm proceed in an arbitral award that is finalexpeditious manner; provided, binding and unappealable and upon which a judgment however, any deadline or time period contained herein may be entered extended or modified by any court having jurisdiction thereof. The reasonable fees agreement of the accountant parties, and the parties agree that settles the claim failure of the Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting Firm. Any fees and expenses relating to the engagement of the Accounting Firm in question and any accountant selected by an accountant selected by a Party when the other Party has failed respect of its services pursuant to select an accountant this Section 2.5 shall be borne shared by either or both Seller and Buyer so that Seller's share of such fees and expenses shall be in inverse the same proportion that the aggregate amount that is unsuccessfully disputed by Seller bears to the degree of success of such Party total amount initially disputed by virtue of said decision as determined by the accountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne by such PartySeller. (c) The Inventory Value, as finally determined in accordance with Sections 3.05(a) or 3.05

Post-Closing Purchase Price Adjustment. (a) Within 120 No later than ninety (90) days after the Closing Date (the “Closing Statement Date”), Seller Purchasers shall prepare, with the assistance of Buyer's employees, prepare and deliver to South Central Seller a written statement (the "Preliminary “Closing Statement"”) setting forth in reasonable detail Purchasers’ good faith determination of (i) the Closing Adjustment Amount, (ii) the Remaining Excess Coal Payment Amount, and (iii) any adjustment required pursuant to Section 8.06(d), as together with source documents with respect to each of the calculations reflected in the Closing Statement and a reconciliation delineating any differences between such amounts and the estimated amounts provided by Sellers in the Estimated Closing Statement, along with reasonable supporting calculations and documents used in the preparation of the Closing Statement, which shall be prepared in a manner consistent in all material respects with the Sample Closing Statement, and if Purchasers thereafter fails to deliver the Closing Statement pursuant to this Section 2.03(a) on or before the Closing Statement Date, updating without limiting the Initial Inventory Value so that it reflects remedies of South Central Seller hereunder (including under Section 2.03(b)), the Inventory Value Estimated Closing Statement shall be deemed to be the Closing Statement. Purchasers and the Acquired Companies, on the one hand, and South Central Seller, on the other hand, shall, prior to and until the Final Settlement Date, provide to each other Party and its respective Representatives reasonable access during normal business hours to their respective Representatives and to their respective books and records as may be reasonably requested by the other Party for purposes of Purchasers’ preparation of the Closing Date based only on a roll forward basis from September 30, 1996, with no changes other than to update Statement and South Central Seller’s and their respective Representatives’ review of the Initial Inventory Value from September 30, 1996, using the identical principles, procedures, estimates, judgments, pricing and other practices used in determining the Initial Inventory Value as of September 30, 1996. Subject to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Closing Statement, Buyer must deliver to Seller within 30 days after delivery as applicable; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Purchasers or the Preliminary Statement (but such delivery Acquired Companies, and Purchasers shall not be required earlier than 90 days after Closingto provide any information the disclosure of which is restricted by Contract in place as of the date hereof or due to applicable Law (including competition or antitrust Law) (provided, that Purchasers shall use commercially reasonable efforts to obtain the consent to such disclosure of the affected third party) or which would, based on the advice of counsel, result in the waiver of any privileges (provided that Purchasers and South Central Seller shall cooperate to permit such disclosure in a detailed statement describing such objections thereto (manner consistent with the "Buyer's Statement"preservation of privilege). If a Buyer's Purchasers shall be prohibited from amending the Closing Statement is not after it has been delivered to Seller the South Central Seller, absent manifest error. Each Party acknowledges and agrees that the purpose of preparing the Closing Statement and the components thereof, is to measure changes in such amounts relative to the amounts included within such time period, the determination Estimated Closing Statement solely to the extent that new facts or events become known to either Sellers or Purchasers subsequent to the delivery of the Inventory Value set forth Estimated Closing Statement and, applying the same Accounting Principles and definitions herein, would result in the Preliminary Statement will be finalsuch a change, bindingprovision, and non-appealable accrual or increase (including levels of reserves used by the Parties. The Parties will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after Seller has received the Buyer's Statement, such matter shall be resolved as provided in Section 3.05(bAcquired Companies with respect thereto). Buyer's representatives shall be entitled to observe all physical inventories that are conducted in connection with and/or inspect all work papers, calculations and documents related to Seller's updating of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Preliminary Statement. (b) In The Closing Statement and all items set forth therein shall become final and binding on the event any objections Parties on the date (the “Final Settlement Date”) that is either the earlier to occur of (i) thirty (30) days after South Central Seller’s receipt thereof or (ii) the Preliminary Statement are not resolved by Seller and Buyer within the 30 day period following date, after Purchasers’ delivery of the Buyer's Closing Statement, that South Central Seller delivers a written notice to Purchasers waiving its rights to deliver a Dispute Statement pursuant to Section 3.05(aor dispute any item set forth on the Closing Statement, unless, in the case of clause (i), South Central Seller delivers written notice to Purchasers disputing any item set forth on the Closing Statement on or before the Final Settlement Date (such unresolved objections notice, a “Dispute Statement,” and each such item, a “Disputed Item”). Any Dispute Statement shall specify in reasonable detail the then known basis of any disagreement so asserted, and South Central Seller shall be submitted for entitled to amend the Dispute Statement from time to time (but not to add any additional Disputed Items). If a Dispute Statement is received by Purchasers, then the Closing Statement (as revised in accordance with Section 2.03(c), if applicable) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (1) the date on which Purchasers and South Central Seller agree to a resolution with respect to an internationally recognized independent certified public accountant located all Disputed Items (which resolution of all Disputed Items shall be in Boston, Massachusetts, or New York, New York, selected writing and signed by the mutual agreement of Purchasers and South Central Seller and Buyer within 20 days after the end of such 30 day period. If Seller and Buyer are unable to mutually agree upon an internationally recognized certified public accountant within such 20 day period, then Seller and Buyer shall each select an internationally recognized certified public accountant and within five days of their selection those two accountants shall select a third internationally recognized certified public accountant located in Boston, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each of Seller and Buyer must select its accountant within 10 days after the end of the 20 day period described above, and if any Party shall fail to select an accountant within such 10 day period, the accountant selected by the other such Party shall select another internationally recognized certified public accountant, and such two accountants shall select the third accountant, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) shall be required to submit its decision to Seller and Buyer within 30 days of appointment, which decision shall be final and binding on the Parties Parties) and (2) the date on which the Designated Accountant issues its final determination pursuant to and in accordance with Section 2.03(c). (c) If South Central Seller delivers a Dispute Statement pursuant to and in accordance with Section 2.03(b), then Purchasers and South Central Seller shall negotiate in good faith a resolution of all Disputed Items during the thirty (30) days following the date of delivery of the Dispute Statement, and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar Law. If South Central Seller and Purchasers reach agreement on the final resolution of any Disputed Item during such thirty (30)-day period, the resolution of such Disputed Item shall be in writing and signed by South Central Seller and Purchasers shall be final and binding upon the Parties. If at the end of such thirty (30)-day period South Central Seller and Purchasers shall have not reached agreement with respect to any Disputed Items, then the remaining Disputed Items (and only such remaining Disputed Items) shall be submitted as promptly as practicable to Deloitte Touche LLP (the “Designated Accountant”). The Designated Accountant’s decision with respect to any remaining Disputed Items shall be based solely on (i) the provisions set forth in this Agreement, including the Accounting Principles and the definitions contained herein and (ii) a single written brief provided to the Designated Accountant by Purchasers (including Purchasers’ calculations with respect to each of the remaining Disputed Items) and a single written brief provided to the Designated Accountant by South Central Seller (including South Central Seller’s calculations with respect to each of the remaining Disputed Items), each of which shall be delivered within ten (10) days after the Parties’ engagement of the Designated Accountant, and not on any independent review. No discovery shall be permitted and no hearing shall be held. No Party or its Representatives shall engage in ex parte communications with the Designated Accountant. Purchasers and South Central Seller shall instruct the Designated Accountant to, and the Designated Accountant shall, (A) act solely as an accounting expert and not as an arbitrator, (B) render a written determination of all remaining Disputed Items, which shall (x) include a written statement of such findings and conclusions, including a written explanation in reasonable detail of its reasoning with respect to such findings and conclusions and (y) absent manifest error, actual and intentional common law fraud, or willful misconduct, be final and binding on, and non-appealable by, the Parties, and no Party shall seek further recourse to courts or other tribunals other than to enforce such determination (provided, that in the case of the Designated Accountant’s manifest error, actual and intentional common law fraud, or willful misconduct, such determination shall be returned to the Designated Accountant for correction and such corrected determination shall be final and binding on, and non-appealable by, the Parties), and (C) prepare a definitive Closing Statement setting forth a definitive Closing Adjustment Amount, the Closing Excess Coal Payment Amount, the Remaining Excess Coal Payment Amount and any adjustment required pursuant to Section 8.06(d) taking into account its determination with respect to the Disputed Items submitted to it and any other Disputed Items previously resolved in writing by Purchasers and South Central Sellers; provided, that to the extent that the determination of any Disputed Items affects the determination of any other item set forth in the Closing Statement, such effect shall be taken into account in the determination of the definitive Closing Adjustment Amount, the Remaining Excess Coal Payment Amount and any adjustment required pursuant to Section 8.06(d), as applicable. Purchasers and South Central Seller shall instruct the Designated Accountant (1) to, and the Designated Accountant shall, render its determination as soon as practicable and in any event within thirty (30) days after the submission of the written briefs to the Designated Accountant in accordance with clause (ii) above and only with respect to the Disputed Items submitted to it; unless South Central Seller and Purchasers reach agreement (which agreement shall be shall be in writing and signed by Purchasers and South Central Seller and shall constitute an arbitral award that is finalbe final and binding on the Parties) with respect to any Disputed Items prior thereto and withdraw such Disputed Items from resolution by the Designated Accountant, binding and unappealable (2) not to, and upon which the Designated Accountant shall not, assign a judgment may be entered value to any particular Disputed Item greater than the greatest value for such Disputed Item claimed by any court having jurisdiction thereofPurchasers or South Central Seller, as applicable, or less than the lowest value for such Disputed Item claimed by Purchasers or South Central Seller, as applicable. The reasonable fees Notwithstanding anything herein to the contrary, the failure of the accountant that settles Designated Accountant to strictly conform to any deadline or time period contained herein shall not render its determination invalid and shall not be a basis for seeking to overturn any determination rendered by it. Any fees, costs or expenses of the claim in question and any accountant selected by an accountant selected by a Party when the other Party has failed Designated Accountant incurred pursuant to select an accountant this Section 2.03(c) shall be borne by either or both Seller proportionally between Purchasers, on the one hand, and Buyer South Central Seller, on the other hand, in inverse proportion to the degree of success final allocation of such Disputed Items such that the prevailing Party by virtue pays the lesser proportion of said decision as such fees, costs and expenses (for example, if South Central Seller claim that the appropriate adjustments are $1,000 greater than the amount determined by Purchasers and the accountant settling Designated Accountant ultimately resolves the claim. The reasonable fees dispute by awarding to South Central Seller $700 of the $1,000 disputed, then the fees, costs and expenses of the Designated Accountant, giving effect to any other accountant selected initial engagement fee already paid, will be allocated seventy percent (70%) (i.e., 700 ÷ 1,000) to Purchasers and thirty percent (30%) (i.e., 300 ÷ 1,000) to South Central Seller); provided, that any initial engagement fee owed to the Designated Accountant shall initially (but subsequently adjusted accordingly) be paid fifty percent (50%) by a particular Party shall be borne South Central Seller and fifty percent (50%) by such PartyPurchasers. (cd) If the Closing Adjustment Amount, together with any adjustment required pursuant to Section 8.06(d), in each case as finally determined pursuant to and in accordance with this Section 2.03 exceeds the Estimated Adjustment Amount and the estimated adjustment required pursuant to Section 8.06(d) (such excess, the “Adjustment Amount Excess”), then Purchasers shall pay, within five (5) Business Days after the Final Settlement Date, to South Central Seller an aggregate amount in cash equal to the Adjustment Amount Excess by wire transfer of immediately available funds in U.S. Dollars to such accounts specified by South Central Sellers to Purchasers in writing. (e) If the Estimated Adjustment Amount together with any adjustment required pursuant to Section 8.06(d) exceeds the Closing Adjustment Amount and the estimated adjustment required pursuant to Section 8.06(d), in each case as finally determined pursuant to and in accordance with this Section 2.03 (such excess, the “Adjustment Amount Recoupment”), the Adjustment Amount Recoupment shall be: (i) If less than or equal to ten million dollars ($10,000,000), offset against and from the Remaining Purchase Price. Notwithstanding anything to the contrary, any such offset of the Adjustment Amount Recoupment against and from the Remaining Purchase Price contemplated by the immediately preceding sentence shall be Purchasers’ sole and exclusive remedy with respect to any such Adjustment Amount Recoupment, and in no event shall the Adjustment Amount Recoupment exceed the Remaining Purchase Price; or (ii) If greater than ten million dollars ($10,000,000), paid by Sellers, within five (5) Business Days after the Final Settlement Date, to Purchasers an aggregate amount in cash equal to the Adjustment Amount Recoupment by wire transfer of immediately available funds in U.S. Dollars to such accounts specified by Purchasers to Sellers in writing, provided, however, that in no event shall the Adjustment Amount Recoupment exceed the Remaining Purchase Price. (f) If any payment is to be made by Purchasers to South Central Seller, in each case, pursuant to and in accordance with Section 2.03(d) or Section 2.03(e), then such payment shall be made by way of adjustment of the consideration paid by Purchasers for the Interests under this Agreement, which shall be deemed to have been reduced or increased (as applicable) by the amount of such payment. (g) The procedures set forth in this Section 2.03 shall be the sole and exclusive remedy of the Parties for any disputes related to items required to be reflected in the Closing Statement or considered in the calculation of the Closing Adjustment Amount based on such amounts, are not intended to correct or amend the Financial Statements, and in no event shall Purchasers be entitled to any duplicative recovery as a result of the rights and remedies afforded herein. For the avoidance of doubt, the Excess Coal Inventory Value, as finally determined in accordance with Sections 3.05(a) or 3.05Excess Coal Inventory and the Excess Coal Discount Factor shall be calculated subject to the terms of the Accounting Principles set forth on Schedule A.

Post-Closing Purchase Price Adjustment. (a) Within 120 As promptly as practicable and in any event within ninety (90) days after the Closing Date, Seller Buyer shall prepare, with the assistance of Buyer's employees, prepare and deliver to the Holder Representative a statement (the "Preliminary “Buyer’s Statement")”) setting forth in reasonable detail its calculation of (i) the Closing Net Working Capital, (ii) the Closing Cash, (iii) Closing Indebtedness and (iv) the Closing Transaction Expenses. The Buyer’s Statement shall be unaudited but shall be prepared in a manner consistent with the Accounting Principles and the Net Working Capital Calculation, including as to line items and the classification of asset and liability line items set forth thereon. (b) After delivery of the Closing Date, updating the Initial Inventory Value so that it reflects the Inventory Value as of the Closing Date based only on a roll forward basis from September 30, 1996, with no changes other than to update the Initial Inventory Value from September 30, 1996, using the identical principles, procedures, estimates, judgments, pricing and other practices used in determining the Initial Inventory Value as of September 30, 1996. Subject to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Buyer’s Statement, Buyer must deliver shall give the Holder Representative reasonable access, at reasonable times and upon reasonable advance notice, to Seller within 30 review the work papers, schedules, memoranda and other documents prepared or reviewed by Parent, Buyer, the Surviving Company and their respective Representatives in connection with the preparation of the Buyer’s Statement and Parent, Buyer and the Surviving Company shall cause their respective Representatives to reasonably cooperate with and respond to such inquiries and otherwise reasonably cooperate with the Holder Representative in the review of the Buyer’s Statement, including by providing reasonable access to the books and records of the Surviving Company in connection therewith, provided however, that the independent accountants of Parent, Buyer or the Surviving Company shall not be obligated to make any working papers available to the Holder Representative unless and until the Holder Representative has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants; provided, further, that any such access shall be subject to such additional limitations as Parent may reasonably require to prevent material disruption of the business of Parent or the Surviving Company and their respective Subsidiaries, the disclosure of any confidential or legally privileged information, or the disclosure or use of any personal information other than in compliance with applicable privacy or data protection Laws. Parent shall use commercially reasonable efforts not to, and shall cause its Subsidiaries (including the Surviving Company) to use commercially reasonable efforts not to, take any action to limit the Holder Representative’s access to the books and records of, and the current and former personnel and advisors of, the Surviving Company and its Subsidiaries in a manner that would frustrate the purposes of this Section 2.4. (c) Within forty-five (45) days after delivery of the Preliminary Buyer’s Statement to the Holder Representative, the Holder Representative will advise Buyer in writing whether it agrees with the Buyer’s Statement or whether the Holder Representative objects to it. If the Holder Representative disputes any amounts reflected on the Buyer’s Statement, it shall deliver to Buyer a statement setting forth its objections thereto, setting forth, in reasonable detail, the basis for such dispute, the dollar amounts involved and the Holder Representative’s calculation of the Buyer’s Statement, within forty-five (but 45) days of Buyer’s delivery of the Buyer’s Statement to the Holder Representative (such delivery shall not be required earlier than 90 days after Closing) a detailed statement describing such objections thereto (written notice of objection, the "Buyer's “Objection Statement"”). If a Buyer's an Objection Statement is not delivered to Seller Parent within such time periodforty-five (45) days after delivery of the Buyer’s Statement to the Holder Representative, the determination of the Inventory Value set forth in the Preliminary Buyer’s Statement will shall be final, binding, binding and non-appealable by the Partiesparties hereto absent fraud or manifest error. The Parties will Holder Representative and Parent shall negotiate in good faith to resolve any such objectionsobjections made by the Holder Representative in the Objection Statement, but if they do not reach a final resolution within 30 thirty (30) days after Seller has received the Buyer's Statement, such matter shall be resolved as provided in Section 3.05(b). Buyer's representatives shall be entitled to observe all physical inventories that are conducted in connection with and/or inspect all work papers, calculations and documents related to Seller's updating of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Preliminary Statement. (b) In the event any objections to the Preliminary Statement are not resolved by Seller and Buyer within the 30 day period following delivery of the Buyer's Objection Statement, either the Holder Representative or Parent may submit the issues in the Objection Statement pursuant to Section 3.05(a), such unresolved objections shall be submitted that remain in dispute for final resolution to PricewaterhouseCoopers or if such firm is unable to serve, to an internationally recognized independent certified public accountant located accounting firm of national reputation mutually agreed by the Holder Representative and Parent (the firm so determined, the “Independent Accountant”). Each Party agrees to execute, if requested by the Independent Accountant, a reasonable and customary engagement letter, including customary indemnities. The Independent Accountant shall consider only those items and amounts in Boston, Massachusettsthe Objection Statement which Parent and the Holder Representative are unable to resolve and only on the basis that (i) an amount reflected in the Buyer’s Statement does not reflect, or New Yorkhas not been made in a manner consistent with, New Yorkthe provisions of this Agreement and (ii) an amount reflected in the Buyer’s Statement (if different from an amount reflected in the balance sheet of the Company as of March 31, selected 2018 included in the Financial Statements) is based on facts or occurrences arising solely between March 31, 2018 and the Adjustment Time. In resolving any item of dispute, the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by either Parent and the mutual agreement of Seller Holder Representative or less than the smallest value for such item claimed by either Parent or the Holder Representative. Parent and Buyer the Holder Representative shall use their commercially reasonable efforts to cause the Independent Accountant to resolve all disagreements in the Objection Statement as soon as practicable and in any event within 20 thirty (30) days after the end submission of any dispute to the Independent Accountant. The Independent Accountant shall make its determination (x) based solely on the documentation submitted by, and presentations made by, Parent and Holder Representative (any such 30 day period. If Seller documentation or presentation must be provided to the other party prior to its submission or presentation to the Independent Accountant) and Buyer are unable to mutually agree upon an internationally recognized certified public accountant within such 20 day period(y) in a manner consistent with the Accounting Principles and the Net Working Capital Calculation and the definitions of Estimated Purchase Price, then Seller Final Purchase Price and Buyer shall each select an internationally recognized certified public accountant Net Working Capital (and within five days of their selection those two accountants shall select a third internationally recognized certified public accountant located in Boston, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each of Seller the defined terms used in each of those terms or in which those terms are used and Buyer must select its accountant within 10 days after the end related provisions of this Agreement). The resolution of the 20 day period described above, and if any Party shall fail to select an accountant within such 10 day period, the accountant selected dispute by the other such Party shall select another internationally recognized certified public accountant, and such two accountants shall select the third accountant, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) Independent Accountant shall be required to submit its decision to Seller and Buyer within 30 days of appointment, which decision shall be final and binding on the Parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereofnon-appealable on the parties hereto absent fraud or manifest error. The reasonable fees costs and expenses of the accountant that settles the claim in question and any accountant selected by an accountant selected by a Party when the other Party has failed to select an accountant Independent Accountant shall be borne by either or both Seller Parent and Buyer in inverse proportion the Holder Representative (solely on behalf of the Company Members) based on the percentage which the portion of the contested amount not awarded to such Party bears to the degree of success of such Party by virtue of said decision as determined by the accountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne amount actually contested by such Party. (c) The Inventory Value, as finally determined by the Independent Accountant. During the review by the Independent Accountant, the Holder Representative and Parent shall each make available to the Independent Accountant such party’s current and former personnel and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under this Section 2.4; provided, however, that the independent accountants of the Holder Representative or Parent shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. (d) Promptly following the determination of the Final Purchase Price, and in any event within five (5) Business Days thereof, the Holder Representative shall deliver to Buyer the Updated Distribution Waterfall. (e) If the Final Purchase Price is greater than the Estimated Purchase Price, no later than five (5) Business Days after the Final Purchase Price has been determined, Buyer shall (and Parent shall cause Buyer to) deposit with the Paying Agent an amount equal to the excess of (i) the Final Purchase Price minus (ii) the Estimated Purchase Price for payment of the Purchase Price Increase Per Interest Payment owed, with respect to all Company Membership Interests, to the former Company Members. The Paying Agent shall promptly disburse the funds received pursuant to this Section 2.4(e) to the former Company Members in accordance with Sections 3.05(athe Updated Distribution Waterfall and in accordance with this Article II. (f) If the Final Purchase Price is less than or 3.05equal to the Estimated Purchase Price, Buyer shall reduce any Deferred Payment Amount (subject to Section 8.4) dollar-for-dollar in an aggregate amount equal to the Estimated Purchase Price minus the Final Purchase Price, which reduction shall be Parent’s sole and exclusive remedy with respect thereto.

Post-Closing Purchase Price Adjustment. (a) Within 120 days As soon as reasonably practicable after the Closing Date, and in any event within 60 days thereof, Buyer will prepare and deliver to Seller shall preparea statement setting forth the Buyer’s calculation of (i) the Cash, (ii) the Company Indebtedness, (iii) Net Working Capital, (iv) the resulting Net Working Capital Adjustment, and (v) the aggregate amount of Company Transaction Expenses, in each case as of immediately prior to the Closing (such statement being referred to as the “Buyer Closing Statement”). The Buyer Closing Statement, the Final Closing Statement and the component items thereof will be prepared and calculated in accordance with the assistance of Buyer's employees, and deliver a statement (the "Preliminary Statement"), as of Accounting Principles. Following the Closing Date, updating Buyer will, upon prior reasonable notice by Seller (1) permit, and will cause the Initial Inventory Value so that it reflects relevant Company Group Member to permit, Seller and its advisors and representatives reasonable access to the Inventory Value as books, records, properties, premises, work papers, personnel and other information of the Company Group to permit Seller and its advisors and representatives to review the Buyer Closing Date based only Statement or to address any dispute described in this Section 2.6 and (2) cooperate fully, and will cause the relevant Company Group Member to cooperate fully, with Seller and its advisors and representatives in connection with such review or any dispute, including providing on a roll forward timely basis from September 30all other information necessary or useful in connection with the review of the Buyer Closing Statement as is reasonably requested by Seller or its advisors or representatives, 1996provided, however, that any such access or cooperation will be provided during normal business hours under the supervision of the applicable personnel of Buyer or any Company Group Member and in such a manner as to maintain the confidentiality of the relevant information and not interfere unreasonably with no the operations of the Company Group. The Parties agree that the purpose of preparing and calculating the Cash, the Company Indebtedness, Net Working Capital, and the Company Transaction Expenses is to measure changes other than to update in such amounts without the Initial Inventory Value from September 30introduction of new or different accounting methods, 1996policies, using the identical principlespractices, procedures, estimatesclassifications, judgmentsjudgments or estimation methodologies from the Accounting Principles. The Buyer Closing Statement and the calculation of the amounts therein will entirely disregard (x) any and all effects on the assets or liabilities of the Company Group as a direct result of the Transactions and (y) any of the plans, pricing and other practices used in determining transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Initial Inventory Value as of September 30, 1996. Subject Closing with respect to the limitations of Section 3.05(e)Company Group, if Buyer has or any objections to the Preliminary Statement, Buyer must deliver to Seller within 30 days after delivery of the Preliminary Statement (but such delivery shall not be required earlier than 90 days after Closing) a detailed statement describing such objections thereto (the "Buyer's Statement"). If a Buyer's Statement is not delivered to Seller within such time period, the determination of the Inventory Value set forth in the Preliminary Statement will be final, binding, and non-appealable by the Parties. The Parties will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after Seller has received the Buyer's Statement, such matter shall be resolved as provided in Section 3.05(b). Buyer's representatives shall be entitled to observe all physical inventories facts or circumstances that are conducted in connection with and/or inspect all work papers, calculations and documents related unique or particular to Seller's updating Buyer or any of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Preliminary Statementits assets or Liabilities. (b) Seller will, within 60 days following its receipt of the Buyer Closing Statement (the “Review Period”), accept or reject all or part of the Buyer Closing Statement submitted by Buyer. If Seller disagrees with the Buyer Closing Statement or any calculation therein, then Seller will give written notice to Buyer of such dispute and any reason therefor within such 60-day period. Should Seller fail to provide Buyer with a written notice of dispute within such 60-day period, Seller will be deemed to agree with the Buyer Closing Statement as provided by Buyer. In the event there is a dispute, Buyer and Seller will attempt to reconcile their differences, and any objections written resolution by them as to any disputed amounts will be final, binding and conclusive on the Preliminary Statement are not resolved Parties. Any items agreed to by Seller and Buyer within in writing, together with any items not disputed or objected to by Seller in a dispute notice, are collectively referred to herein as the 30 day period following delivery of the Buyer's Statement pursuant to Section 3.05(a), such unresolved objections shall be submitted for resolution to an internationally recognized independent certified public accountant located in Boston, Massachusetts, or New York, New York, selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period“Resolved Matters”. If Seller and Buyer are unable to mutually agree upon an internationally recognized certified public accountant reach a resolution with such effect within such 20 day period30 days after the receipt by Buyer of Seller’s written notice of dispute, then Seller and Buyer shall each select will submit the items remaining in dispute (the “Unresolved Matters”) for resolution to: (i) Ernst & Young (the “Designated Accounting Firm”) or (ii) if the Designated Accounting Firm is unwilling or unable to serve, to an internationally independent nationally recognized certified public accountant and within five days of their selection those two accountants shall select a third internationally recognized certified public accountant located in Boston, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each of accounting firm mutually agreed upon by Seller and Buyer must which firm is not the regular auditing firm of either Seller or Buyer or (iii) if Seller and Buyer are not able to mutually select its accountant an Independent Accountant within 10 days after the end two (2) Business Days of the 20 day period described above, and if any Party shall fail Designated Accounting Firm confirming that it is unwilling or unable to select an accountant within such 10 day periodserve, the accountant selected by Parties shall cause their regular auditing firm to choose a third independent nationally recognized accounting firm (other than the other such Party shall select another internationally recognized certified public accountantDesignated Accounting Firm and any accounting firm that is the regular auditing firm of either Seller or Buyer) to serve as the Independent Accountant, and such two accountants third accounting firm shall select be the third accountantIndependent Accountant (such identified or selected firm determined in accordance with sub-clauses (i) to (iii) above, all within 20 days after the end of such 10 day period“Independent Accountant”). The accountant arbitrating a dispute Independent Accountant will act as an expert, and not an arbitrator, and the Parties will cause the Independent Accountant to use commercially reasonable efforts to issue its report as to its determination of all Unresolved Matters (and only such matters) and the determination of the Adjustment Amounts (as set out in the sole arbitratorBuyer Closing Statement but adjusted to take into account its determination of all Unresolved Matters) shall be required to submit its decision to Seller and Buyer within 30 days after such dispute is referred to the Independent Accountant. The Independent Accountant will not have the power to modify or amend any term or provision of appointmentthis Agreement. With respect to each Unresolved Matter, which the Independent Accountant’s determination, if not in accordance with the position of either Seller or Buyer, will not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller or Buyer with respect thereto. The Independent Accountant’s final written determination will be conclusive and binding upon the Parties. Buyer on the one hand, and Seller on the other hand, will bear all costs and expenses incurred by them in connection with such determination by the Independent Accountant, except that the fees and expenses of the Independent Accountant hereunder will be borne by Buyer, on the one hand, and Seller, on the other hand, in the same proportion that the aggregate amount of Unresolved Matters (in $) submitted to the Independent Accountant that is unsuccessfully disputed by each such Party (as finally determined by the Independent Accountant) bears to the total amount of such Unresolved Matters submitted (in $). This provision will be specifically enforceable by the Parties, and (in the absence of fraud or manifest error) the decision shall of the Independent Accountant in accordance with the provisions hereof will be final and binding on the Parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. The reasonable fees of the accountant that settles the claim in question and any accountant selected by an accountant selected by a Party when the other Party has failed to select an accountant shall be borne by either or both Seller and Buyer in inverse proportion with respect to the degree Unresolved Matters and there will be no right of success of such Party by virtue of said decision as determined by the accountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne by such Partyappeal therefrom. (c) The Inventory Value, as finally determined in accordance with Sections 3.05(a) or 3.05

Post-Closing Purchase Price Adjustment. (a) Within 120 As promptly as practicable, but no later than 90 days after the Closing Date, the Buyer will cause to be prepared and delivered to the Seller (i) a working capital statement, which shall prepare, with the assistance of Buyer's employees, and deliver a statement (the "Preliminary Statement")reflect, as of the Closing Date, updating the Initial Inventory Value so that it reflects current assets transferred to the Inventory Value Buyer in accordance with Section 1.1(a) and the current liabilities assumed by the Buyer in accordance with Section 1.2 (the "Closing Working Capital Statement"), which shall be prepared in accordance with GAAP and subject to the permitted adjustments and qualifications set forth in Schedule 1.5(a) and (ii) a certificate of a senior officer of the Buyer, setting forth the amount of the Net Working Capital of the Business as of the Closing Date based only on a roll forward basis from September 30, 1996, with no changes other than to update the Initial Inventory Value from September 30, 1996, using the identical principles, procedures, estimates, judgments, pricing and other practices used in determining the Initial Inventory Value as of September 30, 1996. Subject to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Statement, Buyer must deliver to Seller within 30 days after delivery of the Preliminary Statement (but such delivery shall not be required earlier than 90 days after Closing) a detailed statement describing such objections thereto (the "Closing Net Working Capital Amount") and the amount of any adjustment to the Initial Purchase Price pursuant to this Section 1.5, if any, together with supporting calculations (the "Adjustment Certificate"). The Seller shall have 30 days from the date on which the Closing Working Capital Statement and the Adjustment Certificate are delivered to it to review such documents (the "Review Period"). In furtherance of the foregoing, the Buyer shall give the Seller and its authorized representatives reasonable access (subject to the execution of such customary confidentiality and other undertakings as may be requested by the Buyer's Statementindependent auditor) to all books, records, files and other documents, personnel, offices and other facilities and properties of the Business as the Seller may reasonably require in order to review and verify the Closing Working Capital Statement and the Adjustment Certificate; provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the normal operation of the Business. If the Seller disagrees in any respect with any item or amount shown or reflected in the Closing Working Capital Statement or the Adjustment Certificate or with the calculation of the Closing Net Working Capital Amount, the Seller may, on or prior to the last day of the Review Period, deliver a notice to the Buyer setting forth, in reasonable detail the elements and/or amounts with which it disagrees (the "Dispute Notice"). If a Buyer's Statement no Dispute Notice is not delivered received by the Buyer on or prior to Seller within such time periodthe last day of the Review Period, the determination Closing Working Capital Statement and the Adjustment Certificate shall be deemed accepted by the Seller. In the event that the Seller delivers a Dispute Notice to the Buyer, the Buyer or the Seller, as the case may be, will concurrently pay to the other party any undisputed portion of the Inventory Value Closing Net Working Capital Amount set forth in the Preliminary Statement will be final, binding, and non-appealable by the Parties. The Parties will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after Seller has received the Buyer's Statement, such matter shall be resolved as provided in Section 3.05(b). Buyer's representatives shall be entitled to observe all physical inventories that are conducted in connection with and/or inspect all work papers, calculations and documents related to Seller's updating of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Preliminary StatementAdjustment Certificate. (b) In the event any objections to the Preliminary Statement are not resolved by Seller and Buyer within the 30 day period following delivery of the Buyer's Statement pursuant to Section 3.05(a), such unresolved objections shall be submitted for resolution to an internationally recognized independent certified public accountant located in Boston, Massachusetts, or New York, New York, selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period. If Seller and Buyer are unable to mutually agree upon an internationally recognized certified public accountant within such 20 day period, then Seller and Buyer shall each select an internationally recognized certified public accountant and within five days of their selection those two accountants shall select a third internationally recognized certified public accountant located in Boston, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each of Seller and Buyer must select its accountant within 10 days after the end of the 20 day period described above, and if any Party shall fail to select an accountant within such 10 day period, the accountant selected by the other such Party shall select another internationally recognized certified public accountant, and such two accountants shall select the third accountant, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) shall be required to submit its decision to Seller and Buyer within 30 days of appointment, which decision shall be final and binding on the Parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. The reasonable fees of the accountant that settles the claim in question and any accountant selected by an accountant selected by a Party when the other Party has failed to select an accountant shall be borne by either or both Seller and Buyer in inverse proportion to the degree of success of such Party by virtue of said decision as determined by the accountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne by such Party. (c) The Inventory Value, as finally determined in accordance with Sections 3.05(a) or 3.05

Post-Closing Purchase Price Adjustment. (a) Within 120 days As soon as reasonably practicable after the Closing Date, Seller and in any event, within ninety (90) days thereof, Buyer shall prepare, with the assistance of Buyer's employees, prepare and deliver to Seller a statement (the "Preliminary “Closing Statement"”) setting forth the calculation of (i) the aggregate amount of Cash of the Sold Companies (the “Closing Date Cash”), (ii) the aggregate amount of Indebtedness of the Sold Companies (the “Closing Date Indebtedness”), and (iii) Net Working Capital (the “Closing Date Net Working Capital”), in the case of clauses (i) – (iii) above calculated as of the Effective Time in accordance with the Agreed Accounting Principles and without giving effect to the Transactions (other than the Pre-Closing Date, updating the Initial Inventory Value so that it reflects the Inventory Value as Transfers). (b) After receipt of the Closing Date based only on a roll forward basis Statement from September 30Buyer, 1996, with no changes other than Seller shall have forty-five (45) days to update review the Initial Inventory Value from September 30, 1996, using Closing Statement (the identical principles, procedures, estimates, judgments, pricing “Review Period”) and other practices used notify Buyer in determining the Initial Inventory Value as of September 30, 1996. Subject writing prior to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Statement, Buyer must deliver to Seller within 30 days after delivery expiration of the Preliminary Statement Review Period of any dispute or objection thereto, setting forth in reasonable detail the particular items of any such dispute or objection (but such delivery shall not be required earlier than 90 days after Closing) a detailed statement describing such objections thereto (written notice, the "Buyer's Statement"“Objection”). If a Buyer's Seller has not notified Buyer of an Objection within the Review Period, then the Closing Statement is not delivered shall be deemed to Seller within such time period, have been accepted by the determination of the Inventory Value set forth in the Preliminary Statement will be parties and shall become final, bindingbinding and conclusive. Seller and Buyer shall, within thirty (30) days (or such longer period as Seller and non-appealable by Buyer may agree in writing) following delivery of an Objection to Buyer (the Parties. The Parties will negotiate “Resolution Period”), attempt in good faith to resolve their differences, all such discussions and communications related thereto shall (unless otherwise agreed by Buyer and Seller) be governed by Rule 408 of the Federal Rules of Evidence and any such objectionsapplicable similar state rule, but if they do not reach a final and any resolution within 30 days after Seller has received the Buyer's Statement, such matter by them as to any disputed amounts shall be resolved final, binding and conclusive. Any items agreed to by Seller and Buyer in writing, together with any items not disputed or objected to by Seller in the Objection, are collectively referred to herein as provided in Section 3.05(b). Buyer's the “Resolved Matters”. (c) From and after the Closing, Buyer shall (and shall cause the Sold Companies to) provide Seller and its representatives shall be entitled to observe all physical inventories that are conducted in connection with and/or inspect all reasonable access during normal business hours to, the books, records (including work papers, calculations schedules, memoranda and documents related to Seller's updating of the Initial Inventory Valueother documents), and supporting data and will use its commercially reasonable efforts to inspect all work papers, schedules make available its employees and other supporting materials relating to, auditors used in the preparation of the Preliminary Closing Statement for purposes of reviewing the Closing Statement. Buyer and Seller shall cooperate fully with each other party and its or their representatives in connection with their respective review of the Closing Statement and the Objection, as the case may be, including providing on a timely basis all other information and copies of records or other documents of the Business necessary or useful in connection with the review of the Closing Statement and the Objection as is reasonably requested by such other party or its or their representatives; provided, however, that the accountants of Buyer shall not be obliged to make any work papers available to Seller or its representatives except in accordance with such accountant’s normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (bd) In If at the event end of the Resolution Period Seller and Buyer have been unable to resolve any objections differences that they may have with respect to the Preliminary Statement are matters specified in the Objection, Seller and Buyer shall refer all matters that remain in dispute with respect to the Objection (the “Unresolved Matters”) to Deloitte & Touche LLP (or if such firm is unable or unwilling to accept such engagement, an internationally recognized independent public accounting firm that has not resolved provided material services to either Seller or Buyer or their respective Affiliates in the preceding three (3) years as jointly selected by Seller and Buyer within the 30 day period following delivery of the Buyer's Statement pursuant to Section 3.05(a)or, such unresolved objections shall be submitted for resolution to an internationally recognized independent certified public accountant located in Boston, Massachusetts, or New York, New York, selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period. If if Seller and Buyer are unable to mutually agree upon an internationally recognized certified public accountant within such 20 day period, then Seller and Buyer shall each select an internationally recognized certified public accountant and within five days of their selection those two accountants shall select a third internationally recognized certified public accountant located in Boston, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each of Seller and Buyer must select its accountant within 10 days after (5) Business Days from the end of the 20 day period described aboveResolution Period, then such internationally recognized independent public accounting firm jointly selected by Seller’s and if any Party shall fail to select an accountant Buyer’s independent accountants within five (5) Business Days thereafter) (such 10 day periodfirm, as finally selected, the accountant selected “Accounting Firm”). Seller and Buyer each agree to promptly sign an engagement letter, in commercially reasonable form, as may reasonably be required by the Accounting Firm. Each of Buyer and Seller shall submit to the Accounting Firm (with a copy delivered to the other party on the same day), within ten (10) Business Days after the date of the engagement of the Accounting Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Unresolved Matters. Each of Buyer and Seller may (but shall not be required to) submit to the Accounting Firm (with a copy delivered to the other party on the same day), within ten (10) Business Days after the date of the engagement of the Accounting Firm, a memorandum responding to the initial memorandum submitted to the Accounting Firm by the other such Party party. Unless requested by the Accounting Firm in writing, no party hereto may present any additional information or arguments to the Accounting Firm, either orally or in writing. None of Seller, Buyer or any of their respective Affiliates or representatives shall select another internationally recognized certified public accountanthave any ex parte communications or meetings with the Accounting Firm regarding the subject matter hereof without the other party’s prior written consent. The Accounting Firm shall be given reasonable access to all relevant records of the Business to calculate the Closing Statement. The Accounting Firm shall act as an expert and not as an arbitrator to calculate, based solely on the written submissions of Buyer, on the one hand, and such two accountants shall select the third accountantSeller, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) shall be required to submit its decision to Seller and Buyer within 30 days of appointment, which decision shall be final and binding on the Parties other hand, and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. The reasonable fees of the accountant that settles the claim in question and any accountant selected by an accountant selected by a Party when the other Party has failed to select an accountant shall be borne by either or both Seller and Buyer in inverse proportion only with respect to the degree of success of such Party by virtue of said decision as determined by Unresolved Matters submitted and without independent investigation, whether and to what extent the accountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne by such Party. (c) The Inventory Value, as finally determined in accordance with Sections 3.05(a) or 3.05Closing Statement requires adjustments

Post-Closing Purchase Price Adjustment. (a) Within 120 sixty (60) days after following the Closing Date, Seller the Purchaser shall prepareprovide to the Sellers a notice (the “Statement”) setting forth and certifying in reasonable detail the Purchaser’s calculation of the Purchase Price, calculated pursuant to Section 2.2, and the Purchaser’s good faith estimate of any Leakage (the “Calculated Leakage”) and of any Additional Equity (the “Calculated Additional Equity”), in each case, including each component thereof and supporting documentation. After the date that the Purchaser delivers the Statement to the Sellers and until the completion of the Final Statement, the Purchaser shall provide, and the Purchaser and the Company shall cause each Group Company to provide, the Sellers and any accountants (and/or other representatives) of the Sellers with reasonable access, in such manner as to not interfere with the assistance normal operations of Buyer's employeesany Group Company, during normal business hours, upon reasonable advance notice, under reasonable circumstances and subject to restrictions under applicable Law, to (and the right to examine) the relevant properties, books, work papers, records and materials of any Group Company for purposes of reviewing the Statement, disputing the Statement and/or agreeing upon a Final Statement; provided, however, that all information provided to a Seller, its accountants and any of their respective representatives shall be deemed to be “Information” for purposes of this Agreement and shall be kept confidential in accordance with Section 6.3 hereof. In the event that the Purchaser fails to deliver a statement the Statement to the Sellers within sixty (the "Preliminary Statement"), as of 60) days following the Closing Date, updating the Initial Inventory Value so that it reflects the Inventory Value as of the Closing Date based only on a roll forward basis from September 30, 1996, with no changes other than to update Certificate shall automatically become the Initial Inventory Value from September 30, 1996, using the identical principles, procedures, estimates, judgments, pricing and other practices used in determining the Initial Inventory Value as of September 30, 1996. Subject to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Final Statement, Buyer must deliver to Seller within 30 days after delivery of the Preliminary Statement (but such delivery Estimated Leakage shall not be required earlier than 90 days after Closing) a detailed statement describing such objections thereto (automatically become the "Buyer's Statement"). If a Buyer's Statement is not delivered to Seller within such time periodCalculated Leakage, the determination of Estimated Additional Equity shall become the Inventory Value set forth in the Preliminary Statement will be final, bindingCalculated Additional Equity, and non-appealable by the Parties. The Parties will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after Seller has received the Buyer's Statement, such matter shall be resolved as provided in Section 3.05(b). Buyer's representatives shall be entitled to observe all physical inventories that are conducted in connection with and/or inspect all work papers, calculations and documents related to Seller's updating of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Preliminary Statement. (b) In the event any objections to the Preliminary Statement are not resolved by Seller and Buyer within the 30 day period following delivery of the Buyer's Statement pursuant to Section 3.05(a), such unresolved objections shall be submitted for resolution to an internationally recognized independent certified public accountant located in Boston, Massachusetts, or New York, New York, selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period. If Seller and Buyer are unable to mutually agree upon an internationally recognized certified public accountant within such 20 day period, then Seller and Buyer shall each select an internationally recognized certified public accountant and within five days of their selection those two accountants shall select a third internationally recognized certified public accountant located in Boston, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each of Seller and Buyer must select its accountant within 10 days after the end of the 20 day period described above, and if any Party shall fail to select an accountant within such 10 day period, the accountant selected by the other such Party shall select another internationally recognized certified public accountant, and such two accountants shall select the third accountant, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) shall be required to submit its decision to Seller and Buyer within 30 days of appointment, which decision shall be final and binding on the Parties Purchaser and each Seller, and no further adjustment of any kind shall be made pursuant to this Section 2.4. (b) The Sellers shall have thirty (30) days after the Purchaser’s delivery to the Sellers of the Statement during which to notify the Purchaser in writing (a “Dispute Notice”) of any dispute of any item, calculation or other matter contained in the Statement, which Dispute Notice shall set forth in reasonable detail a description of the dispute, and the adjustments to the Statement, the Calculated Leakage and the Calculated Additional Equity that the Sellers believe should be made. If the Sellers do deliver a Dispute Notice during such thirty (30) day period, then only those items, calculations and other matters that are specified in such Dispute Notice shall be deemed in dispute and all other items, calculations and matters set forth in the Statement shall be final and binding upon the Purchaser and each Seller. If the Sellers fail to deliver a Dispute Notice to the Purchaser within such thirty (30) day period or if the Sellers at any time during such thirty (30) day period notify the Purchaser in writing that the Sellers agree with the Statement in its entirety, then the Statement shall become final and binding upon the Purchaser and each Seller, and shall constitute an arbitral award be deemed to be the Final Statement. In the event that is finalthe Sellers shall deliver a Dispute Notice to the Purchaser within such thirty (30) day period, binding the Purchaser and unappealable and upon which a judgment may be entered by each Seller shall cooperate in good faith to resolve any court having jurisdiction thereof. The reasonable fees of the accountant that settles the claim in question dispute(s) specified therein as promptly as possible and any accountant selected resolution by an accountant selected by a Party when them as to any items, calculations and other matters specified in the other Party has failed to select an accountant Dispute Notice shall be borne by either or both Seller final and Buyer in inverse proportion to binding on the degree of success of such Party by virtue of said decision as determined by the accountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne by such PartyPurchaser and each Seller. (c) If the Purchaser and the Sellers are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of the Sellers’ delivery of such Dispute Notice, such dispute shall be resolved by a jointly-selected, nationally-recognized accounting firm (the “Independent Accounting Firm”) retained by the Sellers and the Purchaser to resolve any remaining disputes between the Purchaser and the Sellers specified in the Dispute Notice. The Inventory ValueIndependent Accounting Firm, acting as finally determined experts and not as arbitrators, shall determine, in accordance with Sections 3.05(athe applicable definitions herein of the applicable disputed items, and only with respect to the remaining disputed items, calculations and other matters specified in the Dispute Notice, whether and to what extent, if any, the Statement requires adjustment. In resolving any disputed item calculation or other matter specified in a Dispute Notice, the Independent Accounting Firm may not assign a value to any item calculation or other matter greater than the greatest value for such item or other matter claimed by either party or less than the smallest value for such item calculation or other matter claimed by either party. If the Purchaser and the Sellers cannot jointly agree on an Independent Accounting Firm, the Purchaser and the Sellers shall each submit to their respective accountants the name of an accounting firm (which shall not be one of their respective accounting firms), and the Independent Accounting Firm shall be selected by lot from these firms by the respective accountants of the parties. The Independent Accounting Firm shall be instructed by the Purchaser and the Sellers to use commercially reasonable efforts to perform its services within thirty (30) days after submission of the Statement and the Dispute Notice to it and, in any case, as soon as practicable after submission. The “Final Statement” shall be deemed to be (i) the Closing Certificate if no Statement is delivered by the Purchaser within the sixty (60) day period specified in Section 2.4(a); (ii) the Statement if no Dispute Notice is delivered by the Sellers within the thirty (30) day period specified in Section 2.4(b); (iii) the Statement if the Sellers notify the Purchaser in writing that the Sellers agree with the Statement in its entirety at any time during the thirty (30) day period specified in Section 2.4(b); or 3.05(iv) if a Dispute Notice is delivered by the Sellers within the thirty (30) day period specified in Section 2.4(b), the Statement as adjusted by (A) the written agreement of the Sellers and the Purchaser and/or (B) the written determination of the Independent Accounting Firm. The Final Statement shall be final and binding on the Purchaser and each Seller. Any fees and expenses relating to the engagement of the Independent Accounting Firm shall be borne equally between the Purchaser, on the one hand, and the Sellers, on the other hand. (d) Within five (5) Business Days after the date that the Statement becomes the Final Statement in accordance with Section 2.4(c), the Closing Purchase Price with respect to any Leakage and Additional Equity shall be adjusted (if required) as follows (such Closing Purchase Price as so adjusted the “Final Purchase Price”): (i) if the Calculated Leakage as set forth in the Final Statement is greater than the Estimated Leakage, the Purchase Price shall be adjusted downward in an amount equal to the difference between the Calculated Leakage as set forth in the Final Statement and the Estimated Leakage; or (ii) if the Calculated Leakage as set forth in the Final Statement is less than the Estimated Leakage, the Purchase Price shall be adjusted upwards in an amount equal to the difference between the Calculated Leakage as set forth in the Final Statement and the Estimated Leakage; and (iii) if the Calculated Additional Equity as set forth in the Final Statement is greater than the Estimated Additional Equity, the Purchase Price shall be adjusted upwards in an amount equal to the difference between the Calculated Additional Equity as set forth in the Final Statement and the Estimated Additional Equity; or (iv) if the Calculated Additional Equity as set forth in the Final Statement is less than the Estimated Additional Equity, the Purchase Price shall be adjusted downward in an amount equal to the difference between the Calculated Additional Equity as set forth in the Final Statement and the Estimated Additional Equity. The date the Final Purchase Price is determined pursuant to this Section 2.4(d) is referred to herein as the “Final Determination Date”. If the Final Purchase Price as reflected in the Final Statement exceeds the Closing Purchase Price (such difference, the “Positive Amount”), the Relevant Proportion of the Positive Amount shall be paid by the Purchaser to each Seller within five (5) Business Days of the Final Determination Date in cash by wire transfer of immediately available funds to such account as such Seller may direct by written notice to the Purchaser. If the Closing Purchase Price exceeds the Final Purchase Price as reflected in the Final Statement such difference (the “Negative Amount”), the Sellers shall pay such Negative Amount to the Purchaser within five (5) Business Days of the Final Determination Date in cash by wire transfer of immediately available funds to such account as the Purchaser may direct by written notice to the Sellers.

Post-Closing Purchase Price Adjustment. (a) Within 120 As promptly as practicable after the Closing, but in no event more than sixty (60) days after the Closing Date, Seller the Buyer shall preparein good faith prepare and deliver to the WM Parent (on behalf of the Sellers), a statement indicating the Buyer’s calculation of the Asset Purchase Price Adjustment (the “Closing Date Statement”) in each case, together with reasonable supporting detail. (b) Until such time as the assistance of Buyer's employeesFinal Closing Date Statement shall become final in accordance with Section 1.5(c), the Buyer shall, and deliver a statement (the "Preliminary Statement")shall cause its Affiliates, as applicable, to permit the WM Parent (on behalf of the Closing DateSellers) or its Representatives at reasonable times and upon reasonable notice, updating such access to the Initial Inventory Value so that it reflects books, records and other information of the Inventory Value Buyer and such Affiliates and the Assets as the WM Parent (on behalf of the Sellers) reasonably requests, but, in each case, only to the extent (i) relevant to the calculation of the Closing Date based only Statement or the WM Parent’s or its Representatives’ review thereof and (ii) that such access does not unreasonably interfere with the business and operations of the Buyer, such Affiliates or the Assets, to aid in the WM Parent’s (on behalf of the Sellers) review of the Closing Date Statement. The Buyer shall cooperate in good faith to answer any questions raised by the WM Parent (on behalf of the Sellers) or its Representatives in connection with their review of the Closing Date Statement. (c) Within thirty (30) days after its receipt of the Closing Date Statement, the WM Parent (on behalf of the Sellers) shall inform the Buyer in writing that such Closing Date Statement is acceptable or object thereto in writing, setting forth in reasonable detail a description of each of its objections. If the WM Parent so objects and the Buyer and the WM Parent do not resolve such objections on a roll forward mutually agreeable basis from September within thirty (30) days after the Buyer’s receipt of the WM Parent’s objections, 1996, with no changes other than the remaining disputed items shall be submitted to update the Initial Inventory Value from September 30, 1996, using the identical principles, procedures, estimates, judgments, pricing and other practices used in determining the Initial Inventory Value as of September 30, 1996. Subject to the limitations of Section 3.05(e)▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is not available for such engagement or at the time of such proposed engagement is no longer independent, such other nationally recognized independent certified public accounting firm reasonably agreed to by the Buyer has any objections and the WM Parent (▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other accounting firm agreed to by the Preliminary StatementBuyer or the WM Parent or appointed as contemplated by the succeeding sentence, Buyer must deliver to Seller within 30 days after delivery of the Preliminary Statement (but such delivery shall not be required earlier than 90 days after Closing) a detailed statement describing such objections thereto (the "Buyer's Statement"“Accounting Firm”). If the Buyer and the WM Parent cannot agree on an accounting firm within ten (10) days of determining that an Accounting Firm other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP must be appointed as contemplated by the preceding sentence, then the Buyer or the WM Parent may submit a request to the American Arbitration Association requesting appointment of a nationally recognized independent certified public accounting firm to serve as the Accounting Firm. The Buyer and the WM Parent shall direct the Accounting Firm to resolve such disputed items within thirty (30) days of submission of the disputed items. Upon the agreement of the Buyer and the WM Parent (on behalf of the Sellers), the decision of the Accounting Firm, or the failure of WM Parent (on behalf of the Sellers) to deliver an objection to the Buyer within the first 30-day period referred to above, the Closing Date Statement, as adjusted as agreed by the Buyer and the WM Parent in writing or as decided by the Accounting Firm, if applicable (the “Final Closing Date Statement”), shall be final, conclusive and binding against the Parties. As set forth in the Final Closing Date Statement, the calculation of the Asset Purchase Price Adjustment (the “Final Asset Purchase Price Adjustment”) shall be final for all purposes hereunder. (d) In resolving any disputed item, the Accounting Firm (i) shall be bound by the provisions of this Section 1.5, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either the WM Parent or the Buyer (except to the extent that the resolution of a disputed item results in a corresponding change to any other item), (iii) shall limit its decision to such items as are in dispute and (iv) shall make its determination based solely on presentations by the WM Parent and the Buyer which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of independent review). The fees, costs and expenses of the Accounting Firm shall be allocated by the Accounting Firm between the WM Parent on the one hand, and the Buyer's Statement is not delivered , on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to Seller within the Accounting Firm are unsuccessfully disputed by each such time periodParty (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so disputed. Neither the Buyer nor the WM Parent nor any of their respective Affiliates or Representatives shall engage in ex parte communications with the Accounting Firm. Absent manifest error, the determination of the Inventory Value set forth in the Preliminary Statement will be final, binding, and non-appealable by the Parties. The Parties will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after Seller has received the Buyer's Statement, such matter Accounting Firm shall be resolved as provided in Section 3.05(b). Buyer's representatives shall be entitled to observe all physical inventories that are conducted in connection with and/or inspect all work papers, calculations and documents related to Seller's updating of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Preliminary Statement. (b) In the event any objections to the Preliminary Statement are not resolved by Seller and Buyer within the 30 day period following delivery of the Buyer's Statement pursuant to Section 3.05(a), such unresolved objections shall be submitted for resolution to an internationally recognized independent certified public accountant located in Boston, Massachusetts, or New York, New York, selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period. If Seller and Buyer are unable to mutually agree upon an internationally recognized certified public accountant within such 20 day period, then Seller and Buyer shall each select an internationally recognized certified public accountant and within five days of their selection those two accountants shall select a third internationally recognized certified public accountant located in Boston, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each of Seller and Buyer must select its accountant within 10 days after the end of the 20 day period described above, and if any Party shall fail to select an accountant within such 10 day period, the accountant selected by the other such Party shall select another internationally recognized certified public accountant, and such two accountants shall select the third accountant, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) shall be required to submit its decision to Seller and Buyer within 30 days of appointment, which decision shall be final conclusive and binding on upon the Parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may not be entered by any court having jurisdiction thereof. The reasonable fees of the accountant that settles the claim in question and any accountant selected by an accountant selected by a Party when the other Party has failed subject to select an accountant shall be borne by either appeal or both Seller and Buyer in inverse proportion to the degree of success of such Party by virtue of said decision as determined by the accountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne by such Partyfurther review. (ce) The Inventory Value, as finally determined Within three (3) Business Days following the determination of the Final Purchase Price in accordance with Sections 3.05(athis Section 1.5: (i) in the event that the Final Purchase Price exceeds the Estimated Purchase Price, the Buyer shall deliver, or 3.05cause to be delivered, to the WM Parent (on behalf of the Sellers), by wire transfer of immediately available funds to the bank account(s) designated by the WM Parent prior to the Time of Closing, payment in an amount equal to (A) the Final Purchase Price minus (B) the Estimated Purchase Price; and (ii) in the event that the Estimated Purchase Price exceeds the Final Purchase Price, the WM Parent shall deliver, or cause to be delivered to the Buyer, by wire transfer of immediately available funds to bank accounts designated by the Buyer prior to such date, an amount equal to (A) the Estimated Purchase Price minus (B) the Final Purchase Price. (f) The Parties agree that any payment made pursuant to this Section 1.5 shall be treated as an adjustment to the Estimated Purchase Price and the Final Purchase Price for all Tax purposes, except to the extent otherwise required by applicable Law.