As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a statement (the “Closing Statement”) setting forth Buyer’s good faith proposed determination of the actual amounts of Closing Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses, the 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability Reduction Amount and the Acquisition Amounts, together with a calculation of the Purchase Price based thereon and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]). The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including [Section 2.4(e)].

Estimated Purchase Price. No more than five (5) Business Days and no less than three (3) Business Days prior to the Closing, the Seller Representative (on behalf of the Sellers) shall deliver to Buyer # a statement (the “Estimated Closing Statement”) setting forth its good faith estimates of Closing Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses (including the Management Bonus Amount), the 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability Reduction Amount and the Acquisition Amounts, together with a calculation of the Purchase Price (the “Estimated Purchase Price”) based on such estimates and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]), # a determination of the Pro Rata Percentage and Percentage Allocation of each Seller and the Holdback Allocation for each Seller (other than AIG). The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including [Section 2.4(e)].

Within ninety (90) calendar days after the Closing, the Buyer shall prepare and deliver to JI a statement setting forth the final determination of: # the Working Capital Amount and any Working Capital Surplus or Working Capital Deficit based thereon, # the U.S. Cash Amount and any U.S. Cash Surplus or any U.S. Cash Deficit based thereon; # the Mexico Cash Amount, # Closing Indebtedness, # the Closing Transaction Expenses, and # the Program Escrow Amount (as adjusted pursuant to [Section 2.5]) as of the Effective Time (the “Final Statement”). The Final Statement, and all components, calculations and amounts therein, shall be prepared and determined in accordance with the Accounting Principles and the other applicable provisions and definitions of this Agreement.

Closing Statement. No later than sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to the Representative a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’s calculation of # Working Capital as of the close of business on the Closing Date, # the amount, if any, by which such calculation of Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Working Capital, # each of the items described in [Section 2.5(a)(i)(B)-(H)])] above, as of the close of business on the Closing Date and # the amount, and calculation of, the Purchase Price derived solely from the foregoing items (collectively, the “Closing Date Purchase Price”), together with a certificate signed by an authorized executive officer of Purchaser that the Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules. If Purchaser fails to deliver the Closing Statement within such sixty (60) day period, then in addition to any other rights the Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Purchase Price (as adjusted to incorporate the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds the Estimated Closing Date Working Capital) be deemed to be the amount of the Final Closing Date Purchase Price and be final and binding and used for purposes of calculating the adjustment pursuant to [Section 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.

Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchaser with a written statement, setting forth a good-faith estimate in reasonable detail of each of the following: # the Estimated Closing Cash, # the Estimated Net Working Capital, # the Estimated Closing Indebtedness, # the Estimated Capital Expenditures Amount and # the Estimated Transaction Expenses (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth # Sellers’ determination of each of the Closing Payment Adjustment and the Closing Payment Amount and # the account or accounts to which Purchaser shall transfer the Closing Payment Amount, the payments in respect of the Utility Money Pool Agreement and the TransCo Intercompany Notes (if any), and the Estimated Transaction Expenses designated to be paid directly at Closing (if any), in each case pursuant to Section 1.3.

Within sixty (60) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Sellers a written statement of # the Final Closing Cash, # the Final Net Working Capital, # the Final Closing Indebtedness, # the Final Capital Expenditures Amount and # the Final Transaction Expenses (collectively, the “Initial Closing Statement”), together with a notice that sets forth the proposed Post-Closing Adjustment and Purchase Price, as determined by Purchaser. The Initial Closing Statement shall be prepared in accordance with the Accounting Principles, and applied in a manner consistent with the principles, methodologies and adjustments used in connection with the preparation of [Appendix II].

After the Closing Date, Buyer and Seller shall cooperate with each other and provide each other with such access to the books, records and relevant employees of the other as they may reasonably request in connection with the matters addressed in this Section 2.10; provided, however, that none of Seller or any of its Affiliates will be required to grant access or make available its Tax Returns (except for Tax Returns for Property Taxes to the extent related to the Acquired Assets) for any purpose, including in connection with any proceeding or other dispute pursuant to this Section 2.10. Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a statement (the “Buyer’s Statement”) setting forth its calculation of the Closing Date Net Working Capital Amount, the Closing Date Net Indebtedness Amount and the resulting Closing Purchase Price, together with reasonable supporting information and calculations.