notwithstanding anything to the contrary contained herein, in the event that subsequent to the closing and prior to december 31, 2016, the company has a negative cash flow and parent is required to provide any cash to the company during that period or at the conclusion of such period, the amount of such cash shall be deducted fifty (50%) percent from promissory note no. the buyer and the sellers shall attempt to resolve any such disagreements in good faith. the determination of the final accounting firm with respect to the correctness of each matter in dispute shall be final and binding on the parties. none of the buyer, the company and the sellers shall take any position (whether in audits, tax returns or otherwise) which is inconsistent with the allocation schedule unless required to do so by applicable law. each exception to a representation and warranty set forth in the company disclosure schedules shall qualify the specific representation and warranty which is referenced in the applicable paragraph of the company disclosure schedule[; provided, however, that any information disclosed in any part of the company disclosure schedule shall be deemed disclosed and incorporated into any other part of the company disclosure schedule where it is reasonably apparent from the text of the disclosure that such disclosure is relevant to such other part. all interests (i) have been duly authorized and validly issued and are fully paid, non- assessable and not subject to preemptive rights or similar rights created by statute, the company’s certificate of organization, operating agreement or any agreement or document to which the company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the company in compliance with all applicable laws. except as set forth on schedule 2.4(a), the company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any interests or other securities of the company, and there are no amounts owed or which may be owed to any person by the company as a result of any repurchase, redemption or acquisition of any interests or other securities of the company. schedule 2.10 hereto sets forth all settlements, judgments, orders, injunctions, decrees and awards entered into or imposed which the company is a party to or by which the company is bound, and the company is and has been at all times in material compliance with the terms of such settlements, judgments, orders, injunctions, decrees and awards. (e) the company has not received any written ruling of a taxing authority relating to taxes or entered in any written and legally binding agreement with a taxing authority relating to taxes. the activities of the employees and consultants of the company on behalf of the company do not violate in any material respects any agreements or arrangements known to the company which any such employees or consultants have with former employers or any other entity to whom such employees or consultants may have rendered consulting services. (c) each employment agreement is set forth on schedule 2.15(c) and a copy of each employment agreement and any amendment thereto has been provided or made available to the buyer. (j) schedule 2.15(j) sets forth (i) each plan or agreement of the company pursuant to which any amounts may become payable (whether currently or in the future including upon any future end of employment) to employees of the company as a result of or in connection with transactions contemplated by this agreement and (ii) a summary of the nature and amounts that may become payable pursuant to each such agreement. (b) the company is in compliance with the terms and requirements of the permits identified or required to be identified on schedule 2.18(a). (d) all applications required to have been filed for the renewal of the permits identified in schedule 2.18(a) have been duly filed on a timely basis with the appropriate governmental entities, and each other notice or filing required to have been given or made with respect to such permits has been duly given or made on a timely basis with the appropriate governmental entities. the company is not in default under any of such policies, and, to the company’s knowledge, the company has not failed to give any notice or to present any claim under any such policy in a due and timely fashion. the company has not failed to disclose to the buyer any fact that is reasonably more likely than not to have a company material adverse effect or impede or impair the ability of the company to perform its obligations under this agreement in any material respect.