Common use of Resolution of Disputes Clause in Contracts

Resolution of Disputes. If the Stockholders’ Representative and Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party).

Resolution of Disputes. If the Stockholders’ Seller Representative and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Buyer and the Stockholders’ Seller Representative shall appoint by mutual agreement BDO USA, LLP (so long as BDO USA, LLP has no professional relationship with any of the office of an impartial nationally recognized Parties or their respective Affiliates), or if that firm is unwilling or unable to serve, Buyer and the Seller Representative will appoint another mutually acceptable independent accounting firm of independent certified public accountants other than recognized standing (which firm is not the Stockholders’ Representative’s accountants regular auditing firm of any of the Parties or Purchaser’s accountants their Affiliates) (the appointed firm, the “Selected Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the any amounts remaining in dispute (“Disputed Amounts Amounts”) only and make any corresponding adjustments to the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Statement, based solely on Closing Working Capital Statement in accordance with the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyNet Working Capital Methodology. The parties Parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Working Capital Statement and the Statement of Objections, respectively (i.e., in each case, no lower than respectively. The Parties hereto agree that neither Buyer nor the lowest amount proposed by any Seller Representative shall communicate with the Independent Accountant without the knowledge of such party and no higher than the highest amount proposed by any such party)other Party.

Resolution of Disputes. If the StockholdersSellers’ Representative objects to any item or computation appearing in the Closing Date Schedule prior to the expiration of the Review Period, the Sellers’ Representative and Purchaser fail shall, during the thirty (30) day period following the delivery of the Sellers’ Representative’s objection to reach Purchaser, attempt in good faith jointly to resolve the matters on the Closing Date Schedule to which the Sellers’ Representative objected. In the event the Sellers’ Representative and Purchaser cannot resolve all of such matters by the end of such thirty (30) day period, either party may immediately engage the Neutral Accountant within ten (10) days after the end of such period to resolve the items that remain in dispute. Each of Purchaser and the Sellers’ Representative shall present its position on such remaining disputed items to the Neutral Accountant in writing. The Neutral Accountant, acting as an agreement expert and not an arbitrator, shall be instructed to resolve only the matters objected to by the Sellers’ Representative and not resolved by the Sellers’ Representative and Purchaser with respect to all the submission to it of such items, within thirty (30) days of such submission, subject to one automatic fifteen (15)-day extension should the matters set forth in Neutral Accountant have substantive questions for the Statement of Objections before expiration of parties. In resolving any disputed item, the Resolution Period, then any amounts remaining in dispute Neutral Accountant (“Disputed Amounts”i) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint bound by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this AgreementSection 2.4(c), (ii) may not resolve any disputed matter of Law or fact, except to correct plain error or to reflect a determination by the Neutral Accountant that an accounting policy or procedure used in the preparation of the Closing Date Net Working Capital, the Accounting Methodologies and Closing Date Cash Amount, or the submissions of Final Base Purchase Price based thereon, as applicable, was not in accordance with GAAP, (iii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value for such item claimed by either Purchaser and or the StockholdersSellers’ Representative, (iv) shall restrict its decision solely to such items as are listed in the notice of dispute which are then in dispute, (v) may review only the written presentations, answers and the Selected Accountant shall not conduct an independent review replies of the Acquired Companies’ financial statements or otherwise. Each of the StockholdersSellers’ Representative and Purchaser in resolving any matter which is in dispute, (vi) shall render its decision in writing setting forth in reasonable detail the basis upon which its decision was made, and (vii) shall base that decision solely on this Agreement, Exhibit B and GAAP. All fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.4(c) shall be borne by the Sellers and Purchaser may furnish proportionately based upon the portion of the aggregate dollar amount of disputed items not awarded to a party relative to the Selected Accountant such information and documents as it deems relevant, with copies aggregate dollar amount of such submission and all such documents and information being concurrently given disputed items submitted to the other party. The parties hereto agree that all adjustments Neutral Accountant, which proportion shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute determined by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Neutral Accountant.

Resolution of Disputes. If the Stockholders’ Representative and Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the StockholdersEquityholders’ Representative shall appoint attempt to promptly resolve the matters raised in any Dispute Notice in good faith and all such discussions will (unless otherwise agreed by mutual agreement Purchaser and the office of an impartial nationally recognized firm of independent certified public accountants other than the StockholdersEquityholders’ Representative’s accountants ) be governed by Rule 408 of the Federal Rules of Evidence and any applicable equivalent state rule. Beginning ten (10) Business Days after delivery of any Dispute Notice pursuant to Section 3.04(c), or Purchaser’s accountants any mutually-agreed extension thereof, either Purchaser or the Equityholders’ Representative may provide written notice to the other (the “Selected AccountantDispute Submission Notice”) who, acting as experts and not arbitrators, shall resolve that it elects to submit the Disputed Amounts only and make any corresponding adjustments then-disputed items to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of a nationally recognized independent accounting firm chosen jointly by Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the StockholdersEquityholders’ Representative and (the “Accounting Firm”). Neither the Purchaser, the Equityholders’ Representative nor any of their respective Affiliates or Representatives shall have any ex parte conversations or meetings with the Accounting Firm in connection with any dispute submitted by the Purchaser may furnish and/or the Equityholders’ Representative to the Selected Accountant such information and documents as it deems relevant, with copies Accounting Firm pursuant to this Section 3.04(d) without the prior written consent of such submission and all such documents and information being concurrently given to the other party. The Accounting Firm shall act as an expert, and not an arbitrator, in reviewing the items in dispute. The parties hereto agree shall instruct the Accounting Firm to promptly (and in any event within thirty (30) calendar days), in accordance with such procedures as it deems fair and equitable, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice; provided that all adjustments each party shall be made without regard afforded an opportunity to materialitysubmit a written statement in favor of its position and to advocate for its position orally before the Accounting Firm. Neither The Equityholders’ Representative and Purchaser nor will instruct the StockholdersAccounting Firm to make a final determination of the Disputed Items (and only the Disputed Items) in accordance with the guidelines and procedures set forth in this Agreement. Purchaser and the Equityholders’ Representative will engage in any ex-parte communications cooperate with the Selected AccountantAccounting Firm during the term of its engagement and will instruct the Accounting Firm not to, and the Accounting Firm will not, assign a value to any item in dispute greater than the greatest value for such item assigned by Purchaser, on the one hand, or the Equityholders’ Representative, on the other hand, or less than the smallest value for such item assigned by Purchaser, on the one hand, or the Equityholders’ Representative, on the other hand. In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to such disputes and the industry in which the Company operates shall act for the Accounting Firm in the determination proceeding, and the Accounting Firm shall render a written decision with respect to such disputed matter, including a statement in reasonable detail of the basis for its decision. The Selected Accountant fees and expenses of the Accounting Firm shall only decide be borne by the specific items under dispute Equityholders, on the one hand, and Purchaser on the other hand, based on the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party and such allocation of fees and expenses shall be calculated by the Accounting Firm and shall be final and binding on the parties. By way of illustration, (x) if Purchaser’s calculations would have resulted in a $1,000,000 net payment to Purchaser, and the Equityholders’ Representative’s calculations would have resulted in a $1,000,000 net payment to the Equityholders and the Accounting Firm’s final determination results in an aggregate net payment of $500,000 to the Equityholders, then Purchaser and the Equityholders shall pay seventy-five percent (75%) and twenty-five percent (25%), respectively, of such fees and expenses and (y) if each of such parties’ calculations differs from the Accounting Firm’s calculation by $1,000,000, Purchaser and the Equityholders shall split such fees and expenses evenly. Any fees and expenses of the Accounting Firm payable by the Equityholders pursuant to this Section 3.04(d) shall be paid from the Administrative Expense Account. The decision of the Accounting Firm with respect to the Disputed Items of the Proposed Final Closing Statement, submitted to it shall be final, conclusive and binding on the parties. As used herein, the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and/or the decision of the Accounting Firm pursuant to this Section 3.04, is referred to herein as the “Final Closing Statement.” Each of the parties to this Agreement agrees to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and their decision for each Disputed Amount must be within to cause the range Accounting Firm to resolve any such dispute as soon as practicable after the commencement of values assigned the Accounting Firm’s engagement. At any time, Xxxxxxxxx and the Equityholders’ Representative may agree to each such item settle any objections raised in the Merger Consideration Adjustment Statement Dispute Notice, which agreement shall be in writing and binding upon each of Purchaser and the Statement Equityholders’ Representative with respect to the subject matter of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)objection so resolved.

Resolution of Disputes. Subject to Article 8(3), all disputes between the Companies and Supplier resulting from or arising out of performance under this Agreement shall be referred to a senior representative of the Companies with authority to settle, designated by t he Companies, and a senior representative of Supplier with authority to settle, designated by Supplier, for resolution on an informal, face-to-face basis as promptly as practicable. The Parties agree that such informal discussion shall be conducted in good faith. The discussions between such representatives shall be considered "settlement talks" under Rule 403 of the Federal Rules of Evidence or analogous Massachusetts rules or practices and such discussions shall have no evidentiary value provided, however, that either Party may introduce evidence of matters discussed in such settlement talks, if the facts and documents reflecting such matters are discovered or otherwise come into a Party's possession independent of such settlement talks . In the event the designated senior representatives are unable to resolve the dispute within thirty (30) days, or such other period as the Companies and the Supplier may jointly agree upon, such dispute may be submitted to arbitration and resolved in accordance with the arbitration procedure set forth herein if the Companies and Supplier jointly agree to submit it to arbitration. For any dispute or claim arising out of or relating to any charges incurred under this Agreement having a value less than or equivalent to $100,000, such arbitration shall be mandatory. Nothing in this Article 13 shall prevent the Companies from issuing, pursuant to Sections 1(a) and (3) of Article 8, notice of failure to comply with, observe or perform this Agreement. The arbitration shall be conducted before a single neutral arbitrator or arbitrator panel appointed by the Parties. If the Stockholders’ Representative and Purchaser fail to reach an agreement with respect to all Parties agree upon a single arbitrator within ten (10) days of the matters referral of the dispute to arbitration, that arbitrator shall serve, otherwise the Companies and Supplier shall each choose one arbitrator, who shall serve on a three-member arbitration panel. The two arbitrators so chosen shall within twenty (20) days select a third arbitrator to act as chairman of the arbitration panel. If the two arbitrators are unable to select a third arbitrator, each arbitrator shall select three candidates. A list of the six candidates, along with their resumes, shall be provided in alphabetical order, with no indication of the arbitrator who selected such candidate or the Party who selected the arbitrator who selected such candidate, to the American Arbitration Association ("AAA"), who will select one candidate. If that candidate is unable or unwilling to serve, AAA shall select another candidate. This process will be repeated until a third arbitrator is selected or the list of candidates is exhausted. If the list of candidates is exhausted, the arbitrators shall submit a new list of candidates and the process set forth in above shall be repeated a second time. In all cases, the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”arbitrator(s) shall be submitted for resolution knowledgeable in electric utility matters, including electricity transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any Party to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants arbitration or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies affiliate of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Party.

Resolution of Disputes. If the Stockholders’ Representative The parties consent and Purchaser fail to reach an agreement with respect to all of the matters agree that, except as set forth in this Section 29, any action or proceeding between them arising from this Agreement shall be exclusively referred to binding arbitration in Denver, Colorado in accordance with the Statement of Objections before expiration rules of the Resolution Period, then any amounts remaining in dispute Commercial Arbitration (“Disputed AmountsAAA”) Rules and Mediation Procedures before a single arbitrator selected by the Employer. The decision of the arbitrator shall be submitted for resolution final, non-appealable and binding upon the parties and may be enforced in any court having jurisdiction thereof. The AAA Rules regarding discovery shall apply to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of arbitration under this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant . The Arbitrator selected according to this Agreement shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and decide all such documents and information being concurrently given to the other partydiscovery disputes. The parties hereto agree that all adjustments shall split the administrative cost of arbitration equally and each party shall be made without regard responsible for the payment of its own respective legal fees. CLAIMS WHERE MANDATORY ARBITRATION IS PROHIBITED BY A VALID NON-PREEMPTED LAW ARE EXPLICITLY EXCLUDED FROM THIS ARBITRATION PROVISION. CLAIMS IN ARBITRATION SHALL BE FILED AND MAINTAINED ONLY ON AN INDIVIDUAL BASIS. EMPLOYEE MAY NOT FILE OR MAINTAIN ANY CLAIM IN ARBITRATION ON BEHALF OF OTHERS, COLLECTIVELY OR OTHERWISE, OR AS A NAMED PLAINTIFF/CLAIMANT OR MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A COLLECTIVE, CLASS, OR REPRESENTATIVE ARBITRATION PROCEEDING. Notwithstanding the foregoing, any claim related to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Sections 7 through 15 of this Agreement shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item asserted exclusively in the Merger Consideration Adjustment Statement state or federal courts of the State of Colorado, and Employee hereby expressly consents to the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)jurisdiction thereof.

Resolution of Disputes. If the Stockholders’ Member Representative and Purchaser Buyer fail to reach an agreement with respect to agree on all of the matters set forth noted in the Statement of Objections before expiration of the Resolution PeriodPeriod expires, then any amounts remaining in dispute (“Disputed Amounts”), any amounts not remaining in dispute, and written statements (the “Dispute Statements”) shall from each of Buyer and Member Representative setting forth each such party’s position in the dispute in reasonable detail, indicating each disputed item or amount and the basis for such party’s disagreement will be submitted for resolution to, and all issues having a bearing on such dispute shall be resolved by an independent accounting or financial consulting firm of recognized national standing as mutually agreed upon by Buyer and the Member Representative (such firm, subject to the office of RSM US LLP orfollowing proviso, the “Independent Accountants”); provided, that if RSM US LLP is unable to servethe Member Representative and Buyer cannot agree on the Independent Accountants, Purchaser and either party may request that the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants American Arbitration Association (the “Selected AccountantAAA”) whochoose the Independent Accountants, acting in which case the AAA’s choice of the Independent Accountants will be binding and the expenses of the AAA will be shared fifty percent (50%) by Buyer and fifty percent (50%) by the Sellers. Such resolution shall be final and binding on Buyer and Sellers. The Independent Accountants shall act as experts and not arbitrators, shall and will resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Closing Working Capital Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative Independent Accountants will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall decide only decide the specific items under dispute by the parties and their decision for each the Independent Accountants shall not assign to any Disputed Amount must be within a value that is (A) greater than the range of values assigned to each greatest value for such item in assigned by Buyer, on the Merger Consideration Adjustment Statement and one hand, or the Statement of ObjectionsMember Representative, respectively on the other hand, or (i.e., in each case, no lower B) less than the lowest amount proposed smallest value for such item assigned by any such party and no higher than Buyer, on the highest amount proposed by any such party)one hand, or the Member Representative, on the other hand.

Resolution of Disputes. If the Stockholders’ Representative The parties consent and Purchaser fail to reach an agreement with respect to all of the matters agree that, except as set forth in this Section 24, any action or proceeding between them arising from this Agreement shall be exclusively referred to binding arbitration in Denver, Colorado in accordance with the Statement of Objections before expiration rules of the Resolution Period, then any amounts remaining in dispute Commercial Arbitration (“Disputed AmountsAAA”) Rules and Mediation Procedures before a single arbitrator selected by the Employer. The decision of the arbitrator shall be submitted for resolution final, non-appealable and binding upon the parties and may be enforced in any court having jurisdiction thereof. The AAA Rules regarding discovery shall apply to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of arbitration under this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant . The Arbitrator selected according to this Agreement shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and decide all such documents and information being concurrently given to the other partydiscovery disputes. The parties hereto agree that all adjustments shall split the administrative cost of arbitration equally and each party shall be made without regard responsible for the payment of its own respective legal fees. CLAIMS WHISE MANDATORY ARBITRATION IS PROHIBITED BY A VALID NON-PREEMPTED LAW ARE EXPLICITLY EXCLUDED FROM THIS ARBITRATION PROVISION. CLAIMS IN ARBITRATION SHALL BE FILED AND MAINTAINED ONLY ON AN INDIVIDUAL BASIS. EMPLOYEE MAY NOT FILE OR MAINTAIN ANY CLAIM IN ARBITRATION ON BEHALF OF OTHISS, COLLECTIVELY OR OTHISWISE, OR AS A NAMED PLAINTIFF/CLAIMANT OR MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHISWISE PRESIDE OVER ANY FORM OF A COLLECTIVE, CLASS, OR REPRESENTATIVE ARBITRATION PROCEEDING. Notwithstanding the foregoing, any claim related to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Sections 6 through 14 of this Agreement shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item asserted exclusively in the Merger Consideration Adjustment Statement state or federal courts of the State of Colorado, and Employee hereby expressly consents to the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)jurisdiction thereof.

Resolution of Disputes. If Cnova NV delivers the Stockholders’ Representative Statement of Objections before the expiration of the Review Period, the Parties shall negotiate in good faith to resolve such objections within twenty (20) Business Days after the delivery of the Statement of Objections (the "Resolution Period"), and, if the same are so resolved within the Resolution Period, the Closing Statement and Purchaser resulting calculation of Closing Net Debt, Closing Working Capital, Closing Amount, Adjustment Amount and the Post-Closing Adjustment, with such changes as may have been agreed in writing by the Parties, shall be final and binding on the Parties. If Cnova NV and Via Varejo fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then Cnova NV and Via Varejo shall within ten (10) Business Days following the end of the Resolution Period refer any amounts remaining in dispute (“the "Disputed Amounts”") shall be submitted for resolution to one of the office "big four" auditing firms (PriceWaterhouseCoopers LLP, Ernst & Young, Deloitte or KPMG), to be jointly selected in good faith by Cnova NV and Via Varejo (the "Auditor"). Cnova NV and Via Varejo shall execute a customary engagement letter, shall cooperate with the 13 / 48 Auditor during the term of RSM US LLP orthe engagement, if RSM US LLP is unable to serveand shall provide the Auditor, Purchaser at the time of such referral, with the Closing Statement and the Stockholders’ Representative Statement of Objections. Cnova NV and Via Varejo shall appoint by mutual agreement also furnish the office of an impartial nationally recognized firm of independent certified public accountants Auditor with such other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as the Auditor may reasonably request in order for it deems relevantto resolve the Disputed Amounts. The Parties shall direct the Auditor to make a final, written determination as to the Disputed Amounts no later than twenty (20) Business Days after the date on which the Parties referred to the Disputed Amounts to the Auditor. No Party shall have or conduct any communications, whether written or oral, with copies of such submission and all such documents and information being concurrently given to the Auditor without the other partyParties either being present or concurrently receiving a written copy of any such communications. The parties hereto agree that all adjustments Cnova NV and Via Varejo shall be made without regard instruct the Auditor to materiality. Neither Purchaser nor resolve only the Stockholders’ Representative will engage in any ex-parte communications with Disputed Amounts and the Selected Accountant. The Selected Accountant shall only decide decision of the specific items under dispute by the parties and their decision Auditor for each Disputed Amount must be at a value or within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. The Auditor shall be instructed to make its determination based solely on written submissions by Cnova NV and Via Varejo that are in accordance with this Reorganization Agreement (i.e., not on the basis of an independent review). The Closing Statement and the resulting calculations of Closing Net Debt, Closing Working Capital, Closing Amount, Adjustment Amount and the Post-Closing Adjustment, in each case, no lower than as determined by the lowest amount proposed by any such party Auditor in accordance with this Section 2.4.3.3, shall be final and no higher than binding upon all Parties, absent manifest error, on the highest amount proposed by any such party)date the Auditor delivers its final determination in writing to Cnova NV and Via Varejo.

Resolution of Disputes. (a) If the Stockholders’ Representative Crestwood and Purchaser CEGPS fail to reach an agreement with respect to all of the matters set forth in the Initial Statement of Objections or Second Statement of Objections before expiration of the Initial Resolution Period or Second Resolution Period, as applicable, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser an independent nationally recognized accounting firm other than Crestwood’s accountants or CEGPS’s accountants that CEGPS and the Stockholders’ Representative Crestwood shall appoint by mutual agreement agreement, or failing such agreement, CEGPS and Crestwood shall engage the office of American Arbitration Association to appoint an impartial independent nationally recognized accounting firm of independent certified public accountants other than the Stockholders’ RepresentativeCrestwood’s accountants or PurchaserCEGPS’s accountants (the “Selected AccountantIndependent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Initial Post-Closing Adjustment, the Second Post-Closing Adjustment Amountor the Crestwood Pipeline East Termination Adjustment, as the case may be, and the Merger Consideration Adjustment Initial Closing Statement and Second Closing Statement, based solely on as the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser case may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partybe. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Independent Accountants shall only decide the specific items under dispute by the parties Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Initial Closing Statement and the Initial Statement of ObjectionsObjections with respect to the Initial Closing, respectively (i.e., in each case, no lower than and the lowest amount proposed by any such party Second Closing Statement and no higher than the highest amount proposed by any such party)Second Statement of Objections with respect to the Second Closing.

Resolution of Disputes. If The Buyer and the StockholdersSellers’ Representative will attempt to resolve the Disputed Items in good faith during the twenty (20) day period following delivery of the Dispute Notice and all such discussions will (unless otherwise agreed by the Buyer and the Sellers’ Representative) be governed by Rule 408 of the Federal Rules of Evidence and any comparable applicable state rule. Disputed Items resolved in writing by the Sellers’ Representative and Purchaser fail the Buyer within the twenty (20) day period will be final, conclusive and binding on the parties. If the Buyer and the Sellers’ Representative are unable to reach an agreement with respect to all of the matters set forth resolve any Disputed Items in the Statement of Objections before expiration of Dispute Notice within such twenty (20) day period, either the Resolution Period, then any amounts remaining in dispute Buyer or the Sellers’ Representative may provide written notice to the other (the “Disputed AmountsDispute Submission Notice”) shall be submitted that such party is submitting such Disputed Items for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Independent Referee. The Buyer and the StockholdersSellers’ Representative shall appoint by mutual agreement enter into a customary engagement letter with the office Independent Referee. The Buyer and the Sellers’ Representative will use their commercially reasonable efforts to cause the Independent Referee to render its decision as soon as practicable (but in any event within thirty (30) days) after the submission to the Independent Referee of an impartial nationally recognized firm their respective proposed final calculations of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only Items (which the Buyer and make any corresponding adjustments the Sellers’ Representative shall submit to the Post-Closing Adjustment Amount, as Independent Referee not later than ten (10) days following the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review giving of the Acquired Companies’ financial statements or otherwiseDispute Submission Notice). Each of the StockholdersBuyer and the Sellers’ Representative shall, and the Purchaser may furnish Buyer shall cause the Company to, use reasonable best efforts to comply with all reasonable requests by the Selected Accountant such information Independent Referee for access to their respective work papers, information, books, records and documents as it deems relevantsimilar items, with copies of such submission personnel and all such documents and information being concurrently given to the other partyRepresentatives. The parties hereto agree Independent Referee will review such final calculations of the Disputed Items and render a final determination of all Disputed Items in accordance with this Agreement, provided that all adjustments shall be made without regard the Independent Referee’s final determination with respect to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must Item shall be within the range of values assigned the proposed final calculations of such Disputed Item as presented in the Buyer’s Closing Balance Sheet and/or Closing Statement pursuant to Section 2.5.2 and the Sellers’ Representative’s Dispute Notice pursuant to Section 2.5.3. The Buyer and the Sellers’ Representative each shall be entitled to make a written submission to the Independent Referee in support of its respective proposed final calculations of the submitted Disputed Items, provided that such submissions shall be submitted within twenty (20) days after the submission to the Independent Referee of such proposed final calculations of the submitted Disputed Items. The Independent Referee’s determination will be (a) in writing and shall include a reasonably detailed statement of the basis for the Independent Referee’s decision, (b) furnished to each of the Buyer and the Sellers’ Representative as soon as practicable (but in any event within thirty (30) days) after the Sellers’ Representative’s and the Buyer’s respective final calculations of the Disputed Items have been submitted to the Independent Referee, (c) limited in scope to the Disputed Items and (d) final, conclusive and binding on the parties, and judgment on such item decision may be entered in any court of competent jurisdiction. The fees and expenses of the Independent Referee shall be borne by (i) the Sellers’ Representative, on the one hand, and (ii) the Buyer, on the other hand, based on the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by the parties in aggregate, and such allocation of fees and expenses shall be calculated by the Independent Referee and such calculation shall be final and binding on the parties. By way of illustration, (x) if the Buyer’s calculations would have resulted in a $1,000,000 net payment to the Buyer, and the Sellers’ Representative’s calculations would have resulted in a $1,000,000 net payment to the Sellers and the Independent Referee’s final determination results in an aggregate net payment of $500,000 to the Sellers, then the Buyer and the Sellers shall pay 75% and 25%, respectively, of such fees and expenses and (y) if each of such parties’ calculations differs from the Independent Referee’s calculation by $1,000,000, the Buyer and the Sellers shall split such fees and expenses evenly. At any time the Buyer and the Sellers’ Representative may agree to settle any objections raised in the Merger Consideration Adjustment Statement Dispute Notice, including any Disputed Items submitted to the Independent Referee, which agreement shall be in writing and final, conclusive and binding upon all of the Statement parties hereto with respect to the subject matter of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party objection so resolved; provided that the parties shall promptly provide a copy of such agreement to the Independent Referee and no higher than instruct the highest amount proposed by Independent Referee not to resolve such Disputed Item, it being agreed that if the Independent Referee nonetheless resolves such Disputed Item for any such party)reason, the agreement of the parties shall control.

Resolution of Disputes. If the Stockholders’ Representative The parties consent and Purchaser fail to reach an agreement with respect to all of the matters agree that, except as set forth in this Section 24, any action or proceeding between them arising from this Agreement shall be exclusively referred to binding arbitration in Denver, Colorado in accordance with the Statement of Objections before expiration rules of the Resolution Period, then any amounts remaining in dispute Commercial Arbitration (“Disputed AmountsAAA”) Rules and Mediation Procedures before a single arbitrator selected by the Employer. The decision of the arbitrator shall be submitted for resolution final, non-appealable and binding upon the parties and may be enforced in any court having jurisdiction thereof. The AAA Rules regarding discovery shall apply to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of arbitration under this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant . The Arbitrator selected according to this Agreement shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and decide all such documents and information being concurrently given to the other partydiscovery disputes. The parties hereto agree that all adjustments shall split the administrative cost of arbitration equally and each party shall be made without regard responsible for the payment of its own respective legal fees. CLAIMS WHERE MANDATORY ARBITRATION IS PROHIBITED BY A VALID NON-PREEMPTED LAW ARE EXPLICITLY EXCLUDED FROM THIS ARBITRATION PROVISION. CLAIMS IN ARBITRATION SHALL BE FILED AND MAINTAINED ONLY ON AN INDIVIDUAL BASIS. EMPLOYEE MAY NOT FILE OR MAINTAIN ANY CLAIM IN ARBITRATION ON BEHALF OF OTHERS, COLLECTIVELY OR OTHERWISE, OR AS A NAMED PLAINTIFF/CLAIMANT OR MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A COLLECTIVE, CLASS, OR REPRESENTATIVE ARBITRATION PROCEEDING. Notwithstanding the foregoing, any claim related to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Sections 6 through 14 of this Agreement shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item asserted exclusively in the Merger Consideration Adjustment Statement state or federal courts of the State of Colorado, and Employee hereby expressly consents to the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)jurisdiction thereof.

Resolution of Disputes. If the Stockholders’ Seller Representative and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts matters remaining in dispute (“Disputed Amounts”) ), shall be submitted within five (5) Business Days for resolution to the Minneapolis, Minnesota office of RSM KPMG US LLP or, if RSM the Minneapolis, Minnesota office of KPMG US LLP is unable to serve, Purchaser Buyer and the Stockholders’ Seller Representative shall appoint by mutual agreement within five (5) Business Days the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants Seller Accountants or PurchaserBuyer’s accountants (the “Selected Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amountand the Closing Statement, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Disputed Amounts and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively, and shall make all calculations in accordance with the definitions of “Closing Working Capital”, “Closing PP&E Amount”, “Closing Cash”, “Closing Indebtedness” and “Company Transaction Expenses” (i.e.and the component definitions thereof) as set forth in this Agreement. All determinations shall be based solely on the presentations of Buyer and Seller Representative, in each caseand not by independent review; for the avoidance of doubt, no lower than and without limiting the lowest amount proposed by generality of the foregoing, the Independent Accountant shall not have authority to decide any such party and no higher than interpretive or procedural matter under this Section 2.04 or the highest amount proposed by any such partyAgreement more broadly, including its own jurisdiction or the scope of its review. (iv).

Resolution of Disputes. If the Stockholders’ Representative Trimble and Purchaser AGCO fail to reach an agreement with respect to all any of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial a nationally recognized firm of independent certified public accountants reasonably acceptable to Trimble and AGCO (other than the Stockholders’ Representative’s Xxxxxxx’x accountants or PurchaserAGCO’s accountants accountants) (the “Selected Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountWorking Capital Statement; provided, that, if Trimble and AGCO are unable to mutually agree on an accounting firm to serve as the case may beIndependent Accountant or such selected accounting firm is unwilling or unable to perform the services required under this Section 2.7 and Trimble and AGCO are unable to mutually agree on another accounting firm to serve as the Independent Accountant, then each of Trimble and AGCO shall select a nationally recognized major accounting firm, and the Merger Consideration Adjustment Statementtwo firms will mutually select a third nationally recognized independent firm of independent certified public accountants to serve as the Independent Accountant. Trimble and AGCO each agree to promptly sign an engagement letter, based in commercially reasonable form, as may reasonably be required by the Independent Accountant. None of Trimble, AGCO, nor any of their respective Affiliates shall have any ex parte communications or meetings with the Independent Accountant regarding the subject matter hereof without the other Party’s prior written consent. The Independent Accountant shall agree that between the time Trimble delivered the Statement of Objections and the date on which any Disputed Amount was submitted to the Independent Accountant, AGCO and Trimble and their respective Representatives may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions, and such proposals were confidential and were provided solely on the provisions of this Agreement, the Accounting Methodologies condition and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall understanding that such proposals would not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish be permitted to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage disclosed in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party).court or arbitration

Resolution of Disputes. If The Buyer and the StockholdersSellers’ Representative will attempt to resolve the Disputed Items in good faith during the twenty (20) day period following delivery of the Dispute Notice and all such discussions will (unless otherwise agreed in writing by the Buyer and the Sellers’ Representative) be governed by Rule 408 of the Federal Rules of Evidence and any comparable applicable state rule. Disputed Items resolved in writing by the Sellers’ Representative and Purchaser fail the Buyer within the twenty (20) day period will be final, conclusive and binding on the Parties. If the Buyer and the Sellers’ Representative are unable to reach an agreement with respect to resolve all of the matters set forth Disputed Items in the Statement of Objections before expiration of Dispute Notice within such twenty (20) day period, either the Resolution Period, then any amounts remaining in dispute Buyer or the Sellers’ Representative may provide written notice to the other (the “Disputed AmountsDispute Submission Notice”) shall be submitted that such Party is submitting any remaining Disputed Items for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Independent Referee. The Buyer and the StockholdersSellers’ Representative shall appoint by mutual agreement enter into a customary engagement letter with the office Independent Referee, and will use their commercially reasonable efforts to cause the Independent Referee to render its decision as soon as practicable after the submission to the Independent Referee of an impartial nationally recognized firm their respective proposed final calculations of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only Items (which the Buyer and make any corresponding adjustments the Sellers’ Representative shall submit to the Post-Closing Adjustment AmountIndependent Referee not later than ten (10) days following the giving of the Dispute Submission Notice) and the submission of their respective opening and reply submissions in support, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of set forth in this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwiseSection 2.6.4. Each of the StockholdersBuyer and the Sellers’ Representative shall, and the Purchaser may furnish Buyer shall cause the Acquired Companies to, use reasonable best efforts to comply with all reasonable requests by the Selected Accountant such information Independent Referee for access to their respective work papers, information, books, records and documents as it deems relevantsimilar items, with copies of such submission personnel and all such documents and information being concurrently given to the other partyRepresentatives. The parties hereto agree Independent Referee will review such final calculations of the Disputed Items and render a final determination of all Disputed Items in accordance with this Agreement, provided that all adjustments shall be made without regard the Independent Referee’s final determination with respect to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must Item shall be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement proposed final calculations of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party).138052556_15

Resolution of Disputes. If Purchaser provides the Stockholders’ Representative Notice of Objection to Seller within such 30-day period, Purchaser and Purchaser fail to reach an agreement with respect to all Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. During such 30-day period, Purchaser and Purchaser’s accountants shall permit Seller and its representatives to review the working papers of Purchaser and Purchaser’s accountants relating to the Notice of Objection and the basis therefor and shall be granted reasonable access to appropriate personnel of Purchaser responsible for preparing such Notice of Objection. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the parties shall submit the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US PricewaterhouseCoopers LLP or, if RSM US LLP is such firm declines to act, to another nationally recognized public accounting firm mutually agreed upon by Purchaser and Seller; provided, however, if Purchaser and Seller are unable to serveagree on a firm within 10 days after the end of such 30-day period, then Purchaser and the Stockholders’ Representative Seller shall appoint by mutual agreement the office of an impartial each designate a firm and such designated firms shall jointly select a third nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall to resolve the Disputed Amounts only and make any corresponding adjustments to disputed matters (such selected firm being the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyIndependent Expert). The parties hereto agree that all adjustments shall be made without regard instruct the Independent Expert to materiality. Neither Purchaser nor the Stockholders’ Representative will engage render its reasoned written decision as promptly as practicable but in any ex-parte communications with the Selected Accountantno event later than 60 days after its engagement. The Selected Accountant Independent Expert shall only decide the specific items under dispute by the parties and their its decision for each Disputed Amount must shall be within the range of values assigned to each such disputed item in the Merger Consideration Adjustment Closing Statement and the Statement Notice of ObjectionsObjection, respectively respectively. The resolution of disputed items by the Independent Expert will be final and binding, and the determination of the Independent Expert will constitute an arbitral award that is final, binding and non-appealable and upon which a Judgment may be entered by a court having jurisdiction thereover. The cost of any determination (i.e.including the fees and expenses of the Independent Expert and reasonable attorney fees and expenses of the parties) pursuant to this Section 3.3 shall be borne by Seller and Purchaser in inverse proportion as they may prevail on matters resolved by the Independent Expert, in each case, no lower which proportionate allocations shall also be determined by the Independent Expert at the time the determination of the Independent Expert is rendered on the merits of the matters submitted. Other than the lowest amount proposed fees and expenses referred to in the immediately preceding sentence, the fees and disbursements of Purchaser’s accountants shall be borne by any such party Purchaser and no higher than the highest amount proposed fees and disbursements of Seller’s accountants shall be borne by any such party)Seller.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US Mxxx Axxxx LLP or, if RSM US Mxxx Axxxx LLP is unable fails or refuses to serve, Purchaser Cxxxx Hxxxxxx LLP or, if Cxxxx Hxxxxxx LLP fails or refuses to serve, Buyer and Seller shall (and the Stockholders’ Representative Stockholder shall cause Seller to) appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ RepresentativeBuyer’s accountants or PurchaserSeller’s accountants (the “Selected Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amountand the Closing Working Capital Statement. Each of Buyer and Seller shall propose the name of one proposed Independent Accountant within five (5) Business Days of the latter forgoing independent accounting firm informing Buyer and Seller that it is unable to serve. If Buyer or Seller fails to propose the name of an independent accounting firm within the forgoing five (5) Business Day period, the Independent Accountant shall be the independent accounting firm proposed by Buyer or Seller, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)parties.

Resolution of Disputes. If the Stockholders’ Seller Representative delivers a Dispute Notice prior to the expiration of the Review Period, the Seller Representative and Purchaser fail Buyer shall, during the thirty (30) day period following the delivery of the Dispute Notice, attempt in good faith jointly to reach an agreement with respect to all of resolve the matters set forth in the Statement Dispute Notice. In the event the Seller Representative and Buyer cannot resolve all of Objections before expiration such matters by the end of such thirty (30) day period, either party may immediately engage the Neutral Accountant to resolve any items that remain in dispute. Each of Buyer and the Seller Representative shall present its position on the disputed items to the Neutral Accountant in writing within fifteen (15) days of the Resolution Periodengagement of the Neutral Accountant, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative parties shall appoint by mutual agreement require the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants Neutral Accountant, within fifteen (the “Selected Accountant”15) whodays thereafter, acting as experts an expert and not arbitratorsan arbitrator, shall resolve to resolve, based only on the Disputed Amounts presentations by Buyer and the Seller Representative and not by independent review, only the matters raised in the Dispute Notice and make any corresponding adjustments not resolved by the Seller Representative and Buyer including the revisions, if any, to be made to the Post-Closing Adjustment Amount, as the case may be, Date Schedule and the Final Net Merger Consideration Adjustment Statement, based solely on Consideration. The resolution by the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Neutral Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments matters shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned the amounts claimed by the Seller Representative and Buyer in their written submissions to each such item the Neutral Accountant and the Neutral Accountant shall be bound by the relevant definitions set forth in this Agreement. All fees, costs and expenses of the Neutral Accountant in connection with any dispute under this Section 2.12 shall be borne in the Merger Consideration Adjustment Statement and same proportion as the Statement aggregate amount of Objections, respectively the disputed items that is unsuccessfully disputed by each party (i.e., in each case, no lower than as determined by the lowest Neutral Accountant) bears to the total amount proposed by any such party and no higher than of the highest amount proposed by any such party)disputed items submitted to the Neutral Accountant.

Resolution of Disputes. If The Buyer and the StockholdersSellers’ Representative will attempt to resolve the Disputed Items in good faith during the twenty (20) day period following delivery of the Dispute Notice and all such discussions will (unless otherwise agreed by the Buyer and the Sellers’ Representative) be governed by Rule 408 of the Federal Rules of Evidence and any comparable applicable state rule. Disputed Items resolved in writing by the Sellers’ Representative and Purchaser fail the Buyer within the twenty (20) day period will be final, conclusive and binding on the parties. If the Buyer and the Sellers’ Representative are unable to reach an agreement with respect to all of the matters set forth resolve any Disputed Items in the Statement of Objections before expiration of Dispute Notice within such twenty (20) day period, either the Resolution Period, then any amounts remaining in dispute Buyer or the Sellers’ Representative may provide written notice to the other (the “Disputed AmountsDispute Submission Notice”) shall be submitted that such party is submitting such Disputed Items for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Independent Referee. The Buyer and the StockholdersSellers’ Representative shall appoint by mutual agreement enter into a customary engagement letter with the office Independent Referee. The Buyer and the Sellers’ Representative will use their commercially reasonable efforts to cause the Independent Referee to render its decision as soon as practicable (but in any event within thirty (30) days) after the submission to the Independent Referee of an impartial nationally recognized firm their respective proposed final calculations of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only Items (which the Buyer and make any corresponding adjustments the Sellers’ Representative shall submit to the Post-Closing Adjustment Amount, as Independent Referee not later than ten (10) days following the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review giving of the Acquired Companies’ financial statements or otherwiseDispute Submission Notice). Each of the StockholdersBuyer and the Sellers’ Representative shall, and the Purchaser may furnish Buyer shall cause Newco to, use reasonable best efforts to comply with all reasonable requests by the Selected Accountant such information Independent Referee for access to their respective work papers, information, books, records and documents as it deems relevantsimilar items, with copies of such submission personnel and all such documents and information being concurrently given to the other partyRepresentatives. The parties hereto agree Independent Referee will review such final calculations of the Disputed Items and render a final determination of all Disputed Items in accordance with this Agreement, provided that all adjustments shall be made without regard the Independent Referee’s final determination with respect to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must Item shall be within the range of values assigned to each the proposed final calculations of such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party).Disputed

Resolution of Disputes. If Purchaser timely submits a Purchaser’s Objection to Seller Representative in accordance with Section 3.03(b), Purchaser and Seller Representative first shall seek in good faith to resolve any disagreement over the Stockholders’ disputed items set forth in such Purchaser’s Objection. If any disagreement cannot be resolved by Seller Representative and Purchaser fail within 30 days after Seller Representative’s receipt of such Purchaser’s Objection, then either Seller Representative or Purchaser, by written notice to reach an agreement the other, may elect to have any such disagreement tendered to and resolved by a mutually agreeable internationally recognized independent certified public accounting firm (the “Accountant”), which shall determine, on the basis set forth in and in accordance with Section 3.03(a), and only with respect to all the remaining differences so submitted, whether and to what extent, if any, any of the matters disputed items set forth in the Proposed Closing Date Acquisition Statement of Objections before expiration of requires adjustment. The determination by the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) Accountant shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser final and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely binding on the provisions parties hereto for all purposes of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of Sellers, on the Stockholders’ Representative one hand, and Purchaser, on the Purchaser may furnish other hand, shall bear all fees and costs incurred by it in connection with this determination and 50% of all fees and expenses relating to the Selected Accountant such information and documents as it deems relevant, with copies foregoing work of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide have full access to all information used by Seller Representative in preparing the specific items under dispute Proposed Closing Date Acquisition Statement and by Purchaser in preparing the Purchaser’s Objection, including the workpapers of their respective accountants (to the extent permitted by such accountants), and all other information reasonably requested by the Accountant from Purchaser and Seller Representative. The Accountant shall be instructed to submit its determination to the parties and their decision for hereto in writing as soon as practicable after submission of the matter to it, but no later than 30 days after such submission. For each Disputed Amount must disputed item set forth in the Proposed Closing Date Acquisition Statement, the Accountant shall be within the range of values assigned limited to each deciding such item in an amount that shall be equal to or in between the Merger Consideration Adjustment amounts proposed for such item by Seller Representative in the Proposed Closing Date Acquisition Statement and Purchaser in the Statement of ObjectionsPurchaser’s Objection, respectively (i.e., in each case, but no lower than the lowest amount proposed by any such party more and no higher than the highest amount proposed by any such party)less.

Resolution of Disputes. If the StockholdersSellers’ Representative and Purchaser Buyer fail to reach an agreement with respect to resolve all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts matters remaining in dispute (“Disputed AmountsMatters”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized a firm of independent certified public accountants other than reasonably acceptable to Sellers’ Representative and Buyer, or if they are unable to agree within thirty (30) days after the Stockholdersend of the Resolution Period, as may be designated by an arbitrator or arbitral panel convened pursuant to Section 12.11 upon demand of Buyer or Sellers’ Representative’s accountants or Purchaser’s accountants Representative (such firm, the “Selected Independent Accountant”) who). The Independent Accountant must resolve the Disputed Matters in accordance with the terms and provisions of this Agreement. The Independent Accountant, acting as experts an expert and not arbitratorsan arbitrator, shall resolve the Disputed Amounts Matters only and make any corresponding adjustments to the Post-calculation of Net Working Capital of the Company, the NWC Adjustment, or Closing Adjustment AmountNet Debt, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyapplicable. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected The Independent Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for ’s resolution of each Disputed Amount Matter must be within the range of values assigned to each such item in the Merger Consideration Adjustment Final Closing Statement and the Statement of Objections, respectively (i.e.respectively. Any disagreements among the parties with respect to any matters of law or the interpretation of this Agreement remain subject to the dispute resolution procedures set forth in Section 12.11, and the Independent Accountant shall have no authority to decide such matters unless specifically agreed by Buyer and Sellers’ Representative at the time, and any dispute as to whether a matter is an accounting matter or a matter of law or interpretation of this Agreement will, unless otherwise agreed by Buyer and Sellers’ Representative at the time, be resolved pursuant to the procedures set forth in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Section 12.11.

Resolution of Disputes. If the Stockholders’ Representative and Purchaser fail to reach Parties cannot agree on an agreement with respect to all item(s) set out in a Dispute Notice within fourteen (14) calendar days after Buyer’s receipt of the matters set forth in Dispute Notice, the Statement of Objections before expiration of Parties shall refer the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”disputed item(s) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial a nationally recognized independent accounting firm of independent certified public accountants mutually agreed between Sellers and Buyer other than the StockholdersSellers’ Representative’s accountants or PurchaserBuyer’s accountants (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsan arbitrator, shall resolve the Disputed Amounts only specific items under dispute by the Parties in accordance with the terms and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions conditions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties (as set forth in the Dispute Notice) and their its decision for each Disputed Amount disputed amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement Dispute Notice, respectively. The Independent Accountant shall decide the procedural rules in connection with its hearing of Objectionsthe Parties’ positions on the disputed item and shall ensure that a decision can be reached as quickly as possible. Each Party shall give the Independent Accountant access to all information which in the reasonable opinion of the Independent Accountant is necessary to decide on the disputed item and shall cause that such information is provided promptly; provided, respectively that the Independent Accountant shall not be permitted to hold a hearing or otherwise hear testimony in respect of any of the dispute items without the express written consent of each Party. There shall be no ex parte communication between the Independent Accountant and any of Buyer, Sellers or any of their respective Affiliates or Representatives, except for ministerial matters or other non-substantive communications or in the event a Party declines, after notice, to participate in a communication involving the Independent Accountant and such Person. None of Buyer, Sellers or any of their respective Affiliates or Representatives shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purpose, any settlement discussions or settlement offer made by any Party. Notwithstanding the fact that the Independent Accountant is acting as an expert and not an arbitrator, the decisions of the Independent Accountant shall be final and binding on the Parties (absent manifest error) and no Party shall seek further recourse through courts or other tribunals other than to enforce the decision of the Independent Accountant. The fees, costs and expenses of the Independent Accountant incurred pursuant to this Agreement shall be borne pro rata as between Sellers on the one hand and Buyer on the other hand in proportion to the final allocation made by the Independent Accountant of the disputed items weighted in relation to the claims made by Sellers on the one hand and Buyers on the other hand, such that the prevailing Party pays the lesser proportion of such fees, costs and expenses. For example, if Buyer claims that the appropriate adjustments are, in the aggregate, $1,000 greater than the amount claimed by Sellers and if the Independent Accountant ultimately resolves the dispute by awarding to Buyer an aggregate of $300 of the $1,000 contested, then the fees, costs and expenses of the Independent Accountant will be allocated thirty percent (30%) (i.e., in each case300 ÷ 1,000) to Sellers and seventy percent (70%) (i.e., no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)700 ÷ 1,000) to Buyer.

Resolution of Disputes. If Parent and Holders’ Representative have not been able to resolve a dispute within the StockholdersInitial Resolution Period, either party may submit such dispute to and such dispute shall be resolved fully, finally and exclusively through the use of KPMG LLP as an independent accounting firm. If KPMG LLP is not willing to serve as an independent accounting firm for this purpose, then another independent international accounting firm shall be selected to serve as such by mutual agreement of Parent and Holders’ Representative (such accounting firm, the “Reviewing Party”). The fees and expenses of the Reviewing Party incurred in the resolution of such dispute shall be borne by the Parties in such proportion as is appropriate to reflect the relative benefits received by the Holders and Parent from the resolution of the dispute. For example, if Holders’ Representative challenges the calculation of the Final Merger Consideration in the Final Merger Consideration Calculation by an amount of $100,000, but the Reviewing Party determines that Holders’ Representative has a valid claim for only $40,000, Parent shall bear 40% of the fees and expenses of the Reviewing Party and Holders’ Representative on behalf of the Holders shall bear the other 60% of such fees and expenses. The Reviewing Party shall determine (with written notice thereof to Holders’ Representative and Purchaser fail Parent) as promptly as practicable, but in any event within thirty (30) days following the date on which the Final Merger Consideration Calculation and written submissions detailing the disputed items are delivered to reach an agreement the Reviewing Party (a) whether the Final Merger Consideration Calculation was prepared in accordance with the terms of this Agreement or, alternatively, and (b) only with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be disputed items submitted for resolution to the office Reviewing Party, whether and to what extent (if any) the resulting Final Merger Consideration Calculation requires adjustment and a written explanation in reasonable detail of RSM US LLP oreach such required adjustment, if RSM US LLP is unable to serve, Purchaser including the basis therefor. Parent and the StockholdersHolders’ Representative shall appoint by mutual require the Reviewing Party to enter into a customary engagement agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) whoon terms agreeable to Parent, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the StockholdersHolders’ Representative and the Purchaser Reviewing Party. The procedures of this Section 2.15.2 are exclusive and, the determination of the Reviewing Party shall be final and binding on the Parties. The decision rendered pursuant to this Section 2.15.2 may furnish be filed as a judgment in any court of competent jurisdiction. The Reviewing Party shall be instructed to resolve the unresolved disputed items in accordance with the definitions of Closing Cash, Closing Net Working Capital, Company Transaction Expenses, Closing Company Debt and Accounts Receivables and shall be instructed not to independently investigate any other matters. In no event shall the decision of the Reviewing Party provide for a calculation of any element of the Final Merger Consideration that is less than the lower calculation thereof shown in the Final Merger Consideration Calculation or the Final Merger Consideration Calculation Objection Notice or greater than the higher calculation thereof shown in the Final Merger Consideration Calculation or the Final Merger Consideration Calculation Objection Notice. All communications between Holders’ Representative and Parent or any of their respective Representatives, on the one hand, and the Reviewing Party, on the other hand, shall be in writing with copies simultaneously delivered to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)non‑communicating Party.

Resolution of Disputes. If Buyers and the StockholdersSellers’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith. Beginning ten (10) Business Days after delivery of any Dispute Notice pursuant to Section 2.04(c), either Buyers, on one hand, or the Sellers’ Representative, on the other hand, may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to Ernst & Young or another nationally recognized independent accounting firm chosen jointly by Buyers and Purchaser fail the Sellers’ Representative (the “Accounting Firm”). The Accounting Firm, acting as an expert (and not as an arbitrator), will be authorized to reach resolve only the correct nature and amount of each item remaining in dispute. The Accounting Firm will promptly review only the disputed items specifically set forth and objected to in the Dispute Notice in accordance with such customary procedures as it deems fair and equitable; provided that each of Buyers and the Sellers’ Representative shall be afforded an agreement opportunity to submit a written statement in favor of its position and to advocate for its position orally before the Accounting Firm. The Accounting Firm shall issue a written report setting forth in reasonable detail, with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreementeach such disputed item, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish Firm’s determination as to the Selected Accountant such information and documents as it deems relevant, with copies correct amount of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in accordance with this Agreement; provided, that the Merger Consideration Adjustment Statement Accounting Firm’s determinations will in no event result in the value of any such disputed items being greater than the higher of the respective values assigned thereto by Buyers and the Statement Sellers’ Representative or lesser than the lower of Objectionsthe respective values assigned thereto by Buyers and the Sellers’ Representative. Buyers, respectively Blocker and the Company, on the one hand, and the Sellers’ Representative, on the other hand, will make available to the Accounting Firm all relevant personnel, books, records and work papers relating to the calculations submitted as reasonably requested by the Accounting Firm. The decision of the Accounting Firm will be made within thirty (i.e.30) days after the Accounting Firm is engaged, or as promptly thereafter as reasonably practicable, and will be final, conclusive and binding on the Parties, and judgment thereon may be entered by any court of competent jurisdiction, absent manifest error or actual fraud. Buyers, on the one hand, and the Sellers’ Representative, on the other hand, shall bear that percentage of the fees and expenses of the Accounting Firm equal to the proportion of the total dollar value of all disputed items submitted to the Accounting Firm that is determined in favor of the other party by the Accounting Firm. By way of example, if Buyers have taken the position that the Net Working Capital was $1,000,000 less than the Estimated Net Working Capital and the Sellers’ Representative has taken the position that the Net Working Capital was $500,000 greater than the Estimated Net Working Capital, and the Accounting Firm finally determines that the Net Working Capital was equal to the Estimated Net Working Capital, then Buyers shall pay two-thirds of the fees and expenses of the Accounting Firm and the Sellers’ Representative shall pay one-third of the fees and expenses of the Accounting Firm. As used herein, the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the Parties and the decision of the Accounting Firm, in each case, no lower than pursuant to this Section 2.04(d), is referred to herein as the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)“Final Closing Statement”.

Resolution of Disputes. If The Buyer and the StockholdersSellers’ Representative will attempt to promptly resolve the matters raised in any Dispute Notice in good faith, and Purchaser fail to reach an agreement with respect to all such discussions related thereto shall (unless otherwise agreed by the Buyers and the Sellers’ Representative) be governed by Rule 408 of the matters set forth Federal Rules of Evidence and any applicable similar state or local rule. Beginning ten (10) Business Days after delivery of any Dispute Notice pursuant to Section 2.12(c) or Section 2.12(d), either the Buyer or the Sellers’ Representative may provide written notice to the other (the “Dispute Submission Notice”) that it elects to submit the disputed items to BDO USA, LLP, or if BDO USA, LLP cannot or does not accept such engagement, another nationally recognized independent accounting firm chosen jointly by the Buyer and the Sellers’ Representative that is experienced in resolving such disputes (the “Accounting Firm”); provided that, in the Statement of Objections before expiration event that the Accounting Firm has not been selected by mutual agreement of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Buyer and the StockholdersSellers’ Representative within ten (10) Business Days following the giving of the Dispute Submission Notice, each of the Buyer and the Sellers’ Representative shall appoint by mutual agreement the office of promptly select an impartial nationally recognized accounting firm of and promptly cause such two accounting firms to mutually select a third independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments accounting firm to the Post-Closing Adjustment Amount, act as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review Firm within twenty (20) Business Days of the Acquired Companies’ financial statements or otherwise. Each giving of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e.Dispute Submission Notice; provided further that, in each case, such accounting firm must be a nationally recognized, independent accounting firm that is experienced in resolving such disputes. The Accounting Firm will promptly, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement. In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to settlement of such disputes and the healthcare industry shall act for the Accounting Firm in the determination proceeding, and the Accounting Firm shall render a written decision as to each disputed matter, including a statement in reasonable detail of the basis for its decision. In no lower event shall the decision of the Accounting Firm provide for a determination of the Closing Working Capital, Closing Cash Amount, Closing Debt Amount or Seller Transaction Expenses that, in each case, is greater in amount than the lowest amount proposed thereof shown in the Proposed Final Closing Statement, or less in amount than the Sellers’ Representative’s alternative calculation thereof shown in the Dispute Notice. The fees and expenses of the Accounting Firm shall be apportioned among the Sellers and the Company based upon the relative extent to which the positions of the Sellers’ Representative and Buyer are upheld by the Accounting Firm. The relative extent to which such positions are upheld will be determined by comparing (i) the difference between the aggregate net amount that would have been payable under Section 2.12(f) if the positions of Buyer had been upheld in their entirety by the Accounting Firm and the actual final aggregate net amount payable under such Section 2.12(f) and (ii) the difference between the aggregate net amount that would have been payable under Section 2.12(f) if the positions of the Sellers’ Representative had been upheld in full by the Accounting Firm and the actual final aggregate net amount payable under such Section 2.12(f). By way of illustration, (A) if Buyer’s calculations would have resulted in a $1,000,000 net payment to Buyer, the Sellers’ Representative’s calculations would have resulted in a $1,000,000 net payment to the Sellers and the Accounting Firm’s final determination results in an aggregate net payment of $500,000 to the Sellers under Section 2.12(f), the Company and the Sellers shall pay 75% and 25%, respectively, of such fees and expenses and (B) if each of such parties’ calculation differs from the Accounting Firm’s calculation by $1,000,000, the Company and the Sellers shall split such fees and expenses evenly. The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet, the Proposed Final Closing Statement, and the Closing Tax Amount submitted to it will be final, conclusive and binding on the parties hereto for purposes of this Section 2.12. As used herein, the Proposed Final Closing Balance Sheet, Proposed Final Closing Statement and the Closing Tax Amount, as adjusted to reflect any changes agreed to by the parties hereto and the decision of the Accounting Firm, in each case, pursuant to this Section 2.12, are referred to herein as the “Final Closing Balance Sheet”, the “Final Closing Statement” and the “Final Closing Tax Amount”, respectively. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such party and no higher than dispute as soon as practicable after the highest amount proposed by any such party)commencement of the Accounting Firm’s engagement.

Resolution of Disputes. (a) If the Stockholders’ Representative Crestwood and Purchaser CEGPS fail to reach an agreement with respect to all of the matters set forth in the Initial Statement of Objections or Second Statement of Objections before expiration of the Initial Resolution Period or Second Resolution Period, as applicable, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser an independent nationally recognized accounting firm other than Crestwood’s accountants or CEGPS’s accountants that CEGPS and the Stockholders’ Representative Crestwood shall appoint by mutual agreement agreement, or failing such agreement, CEGPS and Crestwood shall engage the office of American Arbitration Association to appoint an impartial independent nationally recognized accounting firm of independent certified public accountants other than the Stockholders’ RepresentativeCrestwood’s accountants or PurchaserCEGPS’s accountants (the “Selected AccountantIndependent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Initial Post- Closing Adjustment, the Second Post-Closing Adjustment Amountor the Crestwood Pipeline East Termination Adjustment, as the case may be, and the Merger Consideration Adjustment Initial Closing Statement and Second Closing Statement, based solely on as the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser case may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partybe. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Independent Accountants shall only decide the specific items under dispute by the parties Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Initial Closing Statement and the Initial Statement of ObjectionsObjections with respect to the Initial Closing, respectively (i.e., in each case, no lower than and the lowest amount proposed by any such party Second Closing Statement and no higher than the highest amount proposed by any such party)Second Statement of Objections with respect to the Second Closing.

Resolution of Disputes. Subject to Section 3 of Article 7, all disputes between the Companies and Supplier resulting from or arising out of performance under this Agreement shall be referred to a senior representative of the Companies with authority to settle, designated by the Companies, and a senior representative of Supplier with authority to settle, designated by Supplier, for resolution on an informal, face-to-face basis as promptly as practicable. The Parties agree that such informal discussion shall be conducted in good faith. The discussions between such representatives shall be considered "settlement talks" under Rule 403 of the Federal Rules of Evidence or analogous Massachusetts rules or practices and such discussions shall have no evidentiary value - provided, however, that either Party may introduce evidence of matters discussed in such settlement talks, if the facts and documents reflecting such matters are discovered or otherwise come into a Party's possession independent of such settlement talks. In the event the designated senior representatives are unable to resolve the dispute within thirty (3O) days, or such other period as the Companies and the Supplier may jointly agree upon, such dispute may be submitted to arbitration and resolved in accordance with the arbitration procedure set forth herein if the Companies and Supplier jointly agree to submit it to arbitration. Nothing in this Article 12 shall prevent the Companies from issuing, pursuant to Sections 1 (a) and (3) of Article 7, notice of failure to comply with, observe or perform this Agreement. The arbitration shall be conducted before a single neutral arbitrator or arbitrator panel appointed by the Parties. If the Stockholders’ Representative and Purchaser fail to reach an agreement with respect to all Parties agree upon a single arbitrator within ten (1O) days of the matters referral of the dispute to arbitration, that arbitrator shall serve, otherwise the Companies and Supplier shall each choose one arbitrator, who shall serve on a three-member arbitration panel. The two arbitrators so chosen shall within twenty (20) days select a third arbitrator to act as chairman of the arbitration panel. If the two arbitrators are unable to select a third arbitrator, each arbitrator shall select three candidates. A list of the six candidates, along with their resumes, shall provided in alphabetical order, with no indication of the arbitrator who selected such candidate or the Party who selected the arbitrator who selected such candidate, to the American Arbitration Association ("AAA"), who will select one candidate. If that candidate is unable or unwilling to serve, AAA shall select another candidate. This process will be repeated until a third arbitrator is selected or the list of candidates is exhausted. If the list of candidates is exhausted, the arbitrators shall submit a new list of candidates and the process set forth in above shall be repeated a second time. In all cases, the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”arbitrator(s) shall be submitted for resolution knowledgeable in electric utility matters, including electricity transmission and bulk power issues. and shall not have any current or past substantial business or financial relationships with any Party to the office arbitration or any affiliate of RSM US LLP orsuch Party. Except as otherwise provided herein, if RSM US LLP is unable the arbitrator(s), shall generally conduct the arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. There shall be no formal discovery conducted in connection with the arbitration, except as specifically authorized by a vote of the panel. The Parties shall exchange witness lists and copies of any exhibits that they intend to serveutilize in their direct presentations at any hearing before the arbitrator(s) at l east ten (1O) days prior to such hearing, Purchaser along with any other information or documents specifically requested by the arbitrator(s) prior to the hearing. Unless otherwise agreed, the arbitrator(s) shall render a decision within ninety (90) days of h is, her, or their appointment and shall notify the Parties in writing of such decision and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may bereasons therefor, and shall make an award apportioning the Merger Consideration Adjustment Statementpayment Of the costs and expenses of arbitration, based solely on including panel costs, among the Parties, provided, however, that each Party shall bear the costs and expenses of its own attorneys, expert witnesses and consultants. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this Agreement, Agreement and shall have no power to am end or modify this Agreement in any manner. The decision of the Accounting Methodologies arbitrator(s) shall be final and binding upon the submissions of Purchaser and the Stockholders’ RepresentativeParties, and judgment on the Selected Accountant shall not conduct an independent review award may be entered in any court having jurisdiction. The decision of the Acquired Companies’ financial statements or otherwise. Each arbitrator(s) may be appealed solely on the grounds that the conduct of the Stockholders’ Representative and arbitrator(s), or the Purchaser may furnish to decision itself, violated the Selected Accountant such information and documents standards required under the Federal Arbitration Act (9 U.S.C.A. I et. al.) and/or The Uniform Arbitration Act, as it deems relevantadopted in Massachusetts (M.G.L. c. 25 1, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such partyI et seq.).

Resolution of Disputes. If the Stockholders’ Representative Sellers and the Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP orBDO USA, LLP– Chicago Office (or if RSM US LLP BDO USA, LLP– Chicago Office is unable or unwilling to serveaccept such engagement, to a national firm of independent accountants mutually agreed upon in writing by the Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants Sellers (the “Selected Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Working Capital Adjustment Amountand the Purchase Price Adjustment, as the case may be, and the Merger Consideration Adjustment Closing Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. The determination by the Independent Accountant of the Disputed Amounts shall be based solely on presentations and submissions by the Purchaser and the Sellers (i.e.which presentations and submissions shall be made to the Independent Accountant no later than thirty (30) days after the engagement of the Independent Accountant), and the definitions set forth herein. Any amounts not disputed in each caseaccordance with this Section (the “Undisputed Amounts”) shall be final, no lower than conclusive and binding on the lowest amount proposed by any such party parties hereto, and no higher than the highest amount proposed by any such party)shall be paid as and when required herein.

Resolution of Disputes. If the StockholdersSellers’ Representative and the Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected AccountantIndependent Accountants”) who, acting as experts and not arbitrators, shall be authorized and empowered to resolve the Disputed Amounts only Amounts, interpret the provisions of this Agreement to the extent they deem such interpretation to be necessary or desirable in connection with their role hereunder, and make any corresponding necessary adjustments to the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Closing Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor Notwithstanding the Stockholders’ Representative will engage in any ex-parte communications with foregoing, the Selected Accountant. The Selected Accountant Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. There shall be no ex parte communications between the Sellers’ Representative or the Purchaser, on the one hand, and the Independent Accountants, on the other hand, relating to those matters in dispute, other than (i.e.A) the initial written submission by the Sellers’ Representative and the Purchaser of their respective positions on the matters in dispute, (B) written answers by the Sellers’ Representative and the Purchaser to written questions from the Independent Accountants, and (C) in each caseconnection with the Sellers’ Representative’s and the Purchaser’s provision of access to their respective books and records pursuant to Section 2.2(d). In making its determination, no lower than the lowest amount proposed Independent Accountants shall disregard any settlement proposal or negotiation materials exchanged between the Purchaser and the Sellers’ Representative with respect to any disputed item referred to the Independent Accountants (all of which such settlement proposals or negotiation materials shall be governed by Rule 408 of the Federal Rules of Evidence and any such party and no higher than the highest amount proposed by any such partyapplicable similar state rule or precedent).

Resolution of Disputes. If Purchaser and the StockholdersEquityholders’ Representative shall attempt to promptly resolve the matters raised in any Dispute Notice in good faith and all such discussions will (unless otherwise agreed in writing by Purchaser and the Equityholders’ Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable equivalent state rule. Beginning ten (10) Business Days after delivery of any Dispute Notice pursuant to Section 3.04(c), or any mutually-agreed (in writing) extension thereof, either Purchaser or the Equityholders’ Representative may provide written notice to the other that it elects to submit the then-disputed items to an independent accounting firm mutually appointed by Purchaser and the Equityholders’ Representative or, if Purchaser and the Equityholders’ Representative cannot agree on such firm within 15 days, a national independent accounting firm with experience in such matters selected by lot (after Purchase and the Equityholders’ Representative shall have each submitted two proposed firms and then excluded one firm designated by the other party) (the “Accounting Firm”). The Accounting Firm shall act as an expert, and not an arbitrator, in reviewing the items in dispute. The parties shall instruct the Accounting Firm to promptly (and in any event within 30 calendar days), in accordance with the terms and conditions of this Agreement, review only those unresolved items and amounts specifically set forth and objected to in the Dispute Notice; provided that, each party shall be afforded an opportunity to submit a written statement in favor of its position to the Accounting Firm. The Accounting Firm will resolve the dispute with respect to each Disputed Item by determining whether the Equityholders’ Representative’s final calculation thereof (as modified following discussions with Purchaser and as submitted to the Accounting Firm at the outset of the dispute resolution process with a copy to Purchaser) or Purchaser’s final calculation thereof (as modified following discussions with the Equityholders’ Representative and Purchaser fail as submitted to reach an agreement the Accounting Firm at the outset of the dispute resolution process with a copy to the Equityholders’ Representative) is based on the terms and conditions of this Agreement and, such determination, adopting either the Equityholders’ Representative’s final calculation of that Disputed Item or Purchaser’s final calculation of that Disputed Item. In any such case, a single partner of the Accounting Firm selected by such Accounting Firm in accordance with its normal procedures and having expertise with respect to all such disputes and the industry in which the Company operates shall act for the Accounting Firm in the determination proceeding, and the Accounting Firm shall render a written decision with respect to such disputed matter, including a statement in reasonable detail of the matters set forth in the Statement of Objections before expiration basis for its decision. The costs, fees and expenses of the Resolution PeriodAccounting Firm shall be borne by the Equityholders (from the Administrative Expense Account), on the one hand, and Purchaser on the other hand, based on the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party and such allocation of costs, fees and expenses shall be calculated by the Accounting Firm and shall be final and binding on the parties. For example, by way of illustration, (x) if Purchaser’s calculations would have resulted in a $250,000 net payment to Purchaser, and the Equityholders’ Representative’s calculations would have resulted in a $250,000 net payment to the Equityholders and the Accounting Firm’s final determination results in an aggregate net payment of $125,000 to the Equityholders, then any amounts remaining in dispute Purchaser and the Equityholders (“Disputed Amounts”from the Administrative Expense Account) shall be submitted for resolution to pay 75% and 25%, respectively, of such costs, fees and expenses and (y) if each of such parties’ calculations differs from the office of RSM US LLP or, if RSM US LLP is unable to serveAccounting Firm’s calculation by $250,000, Purchaser and the StockholdersEquityholders (from the Administrative Expense Account) shall split such costs, fees and expenses evenly. Any costs, fees and expenses of the Accounting Firm payable by the Equityholders pursuant to this Section 3.04 shall be paid from the Administrative Expense Account. The decision of the Accounting Firm with respect to the Disputed Items of the Proposed Final Closing Statement submitted to it shall be final, conclusive, binding and non-appealable on the parties, absent fraud or bad faith. As used herein, the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties or the decision of the Accounting Firm pursuant to this Section 3.04, is referred to herein as the “Final Closing Statement.” Each of the parties to this Agreement agrees to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Accounting Firm’s engagement. At any time, Xxxxxxxxx and the Equityholders’ Representative may agree to settle any objections raised in the Dispute Notice, which agreement shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts be in writing and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions binding upon each of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the StockholdersEquityholders’ Representative and the Purchaser may furnish with respect to the Selected Accountant such information and documents as it deems relevant, with copies subject matter of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)objection so resolved.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to any or all of the matters set forth in the Statement of Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally regionally recognized financial consulting firm or a firm of independent certified public accountants other than Seller’s Accountants, the Stockholders’ RepresentativeBusiness’s accountants or PurchaserBuyer’s accountants Accountants mutually agreeable to Buyer and Seller (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsan arbitrator, and without considering extrinsic evidence, shall resolve the Disputed Amounts only to the extent they relate to accounting matters and make any corresponding adjustments to the Post-Closing Adjustment Amount, Statement. The Independent Accountant shall be jointly instructed by the parties to make a determination as soon as practicable within thirty (30) days (or such other time as the case may beparties hereto shall agree in writing) after engagement of the Independent Accountant, and its resolution of the Merger Consideration Adjustment StatementDisputed Amounts and, based solely on the provisions other than with respect to conclusions of Law and interpretation of this AgreementAgreement and consideration of extrinsic evidence, its adjustments to the Accounting Methodologies Closing Statement shall be conclusive (other than with respect to conclusions of Law and the submissions interpretation of Purchaser this Agreement and the Stockholders’ Representative, and the Selected consideration of extrinsic evidence) absent manifest error. The Independent Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall decide only decide the specific items under dispute by the parties and their the Independent Accountant’s decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. The fees and expenses of the Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be borne by Buyer, on the one hand, and Seller, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (and the appropriate party shall reimburse the other party accordingly). For example, if closing accounts receivable is the only disputed item, and Seller claims that closing accounts receivable is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. Any dispute that cannot be resolved by the Independent Accountant pursuant to the provisions hereof shall be resolved by courts of law set forth in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Section 10.11.

Resolution of Disputes. If Parent and Holders’ Representative have not been able to resolve a dispute within the StockholdersInitial Resolution Period, either Party may submit such dispute to and such dispute shall be resolved fully, finally and exclusively through the use of an independent international accounting firm selected to serve as such by mutual agreement of Parent and Holders’ Representative (such accounting firm, the “Reviewing Party”). The fees and expenses of the Reviewing Party incurred in the resolution of such dispute shall be borne by the parties in such proportion as is appropriate to reflect the relative benefits received by the Holders and Parent from the resolution of the dispute. For example, if Holders’ Representative challenges the calculation in the Final Calculation by an amount of $100,000, but the Reviewing Party determines that Holders’ Representative has a valid claim for only $40,000, Parent shall bear 40% of the fees and expenses of the Reviewing Party and Holders’ Representative on behalf of the Holders shall bear the other 60% of such fees and expenses. The Reviewing Party shall determine (with written notice thereof to Holders’ Representative and Purchaser fail Parent) as promptly as practicable, but in any event within thirty (30) days following the date on which Final Calculation and written submissions detailing the disputed items are delivered to reach an agreement the Reviewing Party (a) whether the Final Calculation was prepared in accordance with the terms of this Agreement or, alternatively, (b) only with respect to all the disputed items submitted to the Reviewing Party, whether and to what extent (if any) the Final Calculation requires adjustment and a written explanation in reasonable detail of each such required adjustment, including the matters set forth basis therefor (it being understood that any determination of a disputed item shall be not greater or less than the amount of such disputed item as proposed by Parent in the Statement of Objections before expiration of Final Calculation or as proposed by Holders’ Representative in the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Objection Notice). Parent and the StockholdersHolders’ Representative shall appoint by mutual require the Reviewing Party to enter into a confidentiality agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) whoon terms agreeable to Parent, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the StockholdersHolders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyReviewing Party. The parties hereto agree that all adjustments procedures of this Section 2.16.2 are exclusive and the determination of the Reviewing Party shall be made without regard final and binding on the Parties. The decision rendered pursuant to materiality. Neither Purchaser nor the Stockholders’ Representative will engage this Section 2.16.2 may be filed as a judgment in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range court of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)competent jurisdiction.

Resolution of Disputes. If the Stockholders’ Representative Vendors and the Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US Deloitte LLP or, if RSM US Deloitte LLP is unable to serve, the Purchaser and the Stockholders’ Representative Vendors shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public chartered professional accountants other than the StockholdersVendors’ Representative’s accountants Accountant or the Purchaser’s accountants Accountant (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsas an arbitrator, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents Closing Working Capital Statement as it deems relevant, with copies a consequence of such submission and all such documents and information being concurrently given to the other partyresolution. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Working Capital Statement and the Statement of Objections, respectively respectively. The fees and expenses of the Independent Accountant shall be paid by the Vendors, on the one hand, and by the Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Vendors or the Purchaser, respectively, bears to the aggregate amount actually contested by Vendors and Purchaser. The Independent Accountant shall make a determination as soon as practicable within 30 days (i.e.or such other time as the Parties shall agree in writing) after its engagement, in each case, no lower than and its resolution of the lowest amount proposed by any Disputed Amounts and its adjustments made as a consequence of such party resolution to the Closing Working Capital Statement and no higher than the highest amount proposed by any such party)Post-Closing Adjustment shall be conclusive and binding upon the Parties.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial a nationally or regionally recognized firm of independent certified public accountants other than that Buyer and Seller shall appoint by mutual agreement; provided that if Buyer and Seller are unable to mutually agree upon an independent certified public accounting firm within ten (10) days after the Stockholders’ Representative’s accountants date any party asserts in writing that there are any Disputed Amounts hereunder, Buyer and Seller shall each select an independent certified public accounting firm within five (5) days thereafter and the two (2) independent certified public accounting firms shall mutually agree upon a nationally or Purchaser’s accountants regionally recognized independent certified public accounting firm within ten (10) days after being selected (the final independent public accounting firm (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsan arbitrator, shall resolve the Disputed Amounts only and make any corresponding adjustments (if any) to the Post-Closing Adjustment Amount, as the case may beAdjustment, and the Merger Consideration Adjustment Final Closing Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Final Closing Statement and the Statement of Objections, respectively (i.e.respectively. Buyer and Seller shall each furnish to the Independent Accountant such work papers and other documents and information relating to the disputed issues, in each caseand shall provide interviews and answer questions, no lower than the lowest amount proposed by any as such party and no higher than the highest amount proposed by any such party)Independent Accountant may reasonably request.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to any or all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally regionally recognized financial consulting firm or a firm of independent certified public accountants other than Seller’s accountants, the Stockholders’ RepresentativeBusiness’s accountants or PurchaserXxxxx’s accountants Accountants mutually agreeable to Buyer and Seller (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsan arbitrator, and without considering extrinsic evidence, shall resolve the Disputed Amounts only to the extent they relate to accounting matters and make any corresponding adjustments to the Post-Closing Adjustment AmountStatement. The Independent Accountant shall be jointly instructed by the parties to make a determination as soon as practicable Asset Purchase and Sale Agreement, between the Municipality of Anchorage and Chugach Electric Association, Inc., dated as of December [●], 2018 within thirty (30) days (or such other time as the case may beparties hereto shall agree in writing) after engagement of the Independent Accountant, and its resolution of the Merger Consideration Adjustment StatementDisputed Amounts and, based solely on the provisions other than with respect to conclusions of Law and interpretation of this AgreementAgreement and consideration of extrinsic evidence, its adjustments to the Accounting Methodologies Closing Statement shall be conclusive (other than with respect to conclusions of Law and the submissions interpretation of Purchaser this Agreement and the Stockholders’ Representative, and the Selected consideration of extrinsic evidence) absent manifest error. The Independent Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall decide only decide the specific items under dispute by the parties and their the Independent Accountant’s decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. The fees and expenses of the Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be borne by Xxxxx, on the one hand, and Seller, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (and the appropriate party shall reimburse the other party accordingly). For example, if closing accounts receivable is the only disputed item, and Seller claims that closing accounts receivable is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. Any dispute that cannot be resolved by the Independent Accountant pursuant to the provisions hereof shall be resolved by courts of law set forth in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Section 10.11.

Resolution of Disputes. If Seller and Warrant Holder Representative, on the Stockholders’ Representative one hand, and Purchaser Buyer, on the other hand, fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP oran independent, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized accounting firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Final Closing Adjustment AmountDate Statement and the calculations contained therein. The Independent Accountant shall be a firm with no business ties to any of Warrant Holder Representative, as Warrant Holders, Seller, Company or Buyer, or any of their respective Affiliates, within the case may bepast three (3) years, and the Merger Consideration Adjustment Statementshall be mutually agreed to and selected by Seller and Warrant Holder Representative, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representativeone hand, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevantBuyer, with copies of such submission and all such documents and information being concurrently given to on the other partyhand. The parties Parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor materiality and that the Stockholders’ Representative will engage items set forth on the Final Closing Date Statement shall be determined in any ex-parte communications accordance with the Selected Accountantdefinitions and provisions of this Agreement. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Final Closing Date Statement and the Statement of Objections, respectively (i.e.respectively. Each of Buyer, in on the one hand, and Seller and Warrant Holder Representative, on the other hand, shall be afforded the opportunity to present to the Independent Accountant any materials related to the determination and to discuss the determination with the Independent Accountant; provided, however, that each case, no lower than the lowest amount proposed by any such party and no higher than will provide the highest amount proposed by other with copies of any such party)materials provided to the Independent Accountant.

Resolution of Disputes. If Except as otherwise provided in the StockholdersPlan or this Agreement, any dispute arising under the Plan or this Agreement shall be submitted to arbitration before a single arbitrator in Atlanta, Georgia, in accordance with the then current Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (or any successor organization), unless otherwise required by law. The award in any such arbitration shall be final and binding on the parties, and judgment upon such award may be entered in any federal or state court having jurisdiction. The arbitrator, in his or her sole discretion, may determine that there is a prevailing party or parties in the arbitration and, if so, the arbitrator, in his or her sole discretion, to the extent permitted by law, may determine that the costs of the arbitration proceedings, including reasonable attorneys’ Representative fees, that would otherwise be borne by such party(ies) shall be borne by the other party(ies). [Signatures appear on next page.] Participant acknowledges receipt of a copy of the Plan and Purchaser fail to reach an agreement represents that he or she is familiar with respect the terms and provisions thereof, and hereby accepts this Option subject to all of the matters set forth terms and provisions thereof. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the Statement advice of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution counsel prior to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of executing this Agreement, and fully understands all provisions of the Accounting Methodologies Plan and this Agreement. Participant hereby agrees to notify the submissions of Purchaser and Company upon any change in the Stockholders’ Representativeresidence address indicated below. Participant further agrees to accept as binding, conclusive, and the Selected Accountant shall not conduct an independent review final all decisions or interpretations of the Acquired CompaniesCommittee upon any questions arising under the Plan or this Agreement. PARTICIPANT FURTHER AGREES THAT, PURSUANT TO SECTION II.24 OF THIS AGREEMENT, ANY DISPUTE ARISING UNDER THE PLAN OR THIS AGREEMENT SHALL BE SUBMITTED TO ARBITRATION BEFORE A SINGLE ARBITRATOR IN ATLANTA, GEORGIA, IN ACCORDANCE WITH THE THEN CURRENT EMPLOYMENT ARBITRATION RULES AND MEDIATION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (OR ANY SUCCESSOR ORGANIZATION), UNLESS OTHERWISE REQUIRED BY LAW; THAT THE AWARD IN ANY SUCH ARBITRATION SHALL BE FINAL AND BINDING ON THE PARTIES; THAT JUDGMENT UPON SUCH AWARD MAY BE ENTERED IN ANY FEDERAL OR STATE COURT HAVING JURISDICTION; AND THAT THE ARBITRATOR, IN HIS OR HER SOLE DISCRETION, MAY DETERMINE THAT THERE IS A PREVAILING PARTY OR PARTIES IN THE ARBITRATION AND, IF SO, THE ARBITRATOR, IN HIS OR HER SOLE DISCRETION, TO THE EXTENT PERMITTED BY LAW, MAY DETERMINE THAT THE COSTS OF THE ARBITRATION PROCEEDINGS, INCLUDING REASONABLE ATTORNEYS’ financial statements or otherwiseFEES, THAT WOULD OTHERWISE BE BORNE BY SUCH PARTY(IES) SHALL BE BORNE BY THE OTHER PARTY(IES). Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevantPARTICIPANT AMERICOLD REALTY TRUST By Title Address: Address: Americold Realty Trust 00 Xxxxxxxx Xxxxxxx Suite 800, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of ObjectionsSouth Tower Atlanta, respectively (i.e.GA 30328 EXHIBIT A AMERICOLD REALTY TRUST 2010 EQUITY INCENTIVE PLAN STOCK OPTION EXERCISE NOTICE Americold Realty Trust 00 Xxxxxxxx Xxxxxxx Suite 800, in each caseSouth Tower Atlanta, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party).GA 30328

Resolution of Disputes. If Parent and Holders’ Representative have not been able to resolve a dispute within the StockholdersInitial Resolution Period, either Party may submit such dispute to and such dispute shall be resolved fully, finally and exclusively through the use of an independent accounting firm selected by Parent and reasonably acceptable to the Holders’ Representative. If such independent accounting firm is not willing to serve as an independent accounting firm for this purpose, then another independent international accounting firm shall be selected to serve as such by mutual agreement of Parent and Holders’ Representative (such accounting firm, the “Reviewing Party”). The fees and expenses of the Reviewing Party incurred in the resolution of such dispute shall be borne by the parties in such proportion as is appropriate to reflect the relative benefits received by the Holders, Management Carveout Plan Participants and Parent from the resolution of the dispute. For example, if Holders’ Representative challenges the calculation in the Final Calculation by an amount of $100,000, but the Reviewing Party determines that Holders’ Representative has a valid claim for only $40,000, Parent shall bear 40% of the fees and expenses of the Reviewing Party and Holders’ Representative on behalf of the Holders and Management Carveout Plan Participants shall bear the other 60% of such fees and expenses. The Reviewing Party shall determine (with written notice thereof to Holders’ Representative and Purchaser fail Parent) as promptly as practicable, but in any event within 30 days following the date on which Final Calculation and written submissions detailing the disputed items are delivered to reach an agreement the Reviewing Party (a) whether the Final Calculation was prepared in accordance with the terms of this Agreement or, alternatively, (b) only with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be disputed items submitted for resolution to the office Reviewing Party, whether and to what extent (if any) the Final Calculation requires adjustment and a written explanation in reasonable detail of RSM US LLP oreach such required adjustment, if RSM US LLP is unable to serve, Purchaser including the basis therefor. Parent and the StockholdersHolders’ Representative shall appoint by mutual require the Reviewing Party to enter into a confidentiality agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) whoon terms agreeable to Parent, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the StockholdersHolders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyReviewing Party. The parties hereto agree that all adjustments procedures of this Section 2.14.2 are exclusive and, the determination of the Reviewing Party shall be made without regard final and binding on the Parties. The decision rendered pursuant to materiality. Neither Purchaser nor the Stockholders’ Representative will engage this Section 2.14.2 may be filed as a judgment in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range court of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)competent jurisdiction.

Resolution of Disputes. If the Stockholders’ Sxxxxx’s Representative and Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) and any amounts not so disputed (the “Undisputed Amounts”) shall be submitted for resolution to and independent accountant mutually agreed to by the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants Parties (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsas an arbitrator, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Closing Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties Parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. The fees and expenses of the Independent Accountant shall be paid by Sxxxxx’s Representative, on the one hand, and Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller’s Representative or Purchaser, respectively, bears to the aggregate amount actually contested by Sxxxxx’s Representative and Purchaser. The Independent Accountant shall make a determination as soon as practicable within thirty (i.e.30) days (or such other time as the parties hereto shall agree in writing) after its engagement, in each case, no lower than and its resolution of the lowest amount proposed by any such party Disputed Amounts and no higher than their adjustments to the highest amount proposed by any such party)Closing Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

Resolution of Disputes. If Except as otherwise provided in the StockholdersPlan or this Agreement, any dispute arising under the Plan or this Agreement shall be submitted to arbitration before a single arbitrator in Atlanta, Georgia, in accordance with the then current Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (or any successor organization), unless otherwise required by law. The award in any such arbitration shall be final and binding on the parties, and judgment upon such award may be entered in any federal or state court having jurisdiction. The arbitrator, in his or her sole discretion, may determine that there is a prevailing party or parties in the arbitration and, if so, the arbitrator, in his or her sole discretion, to the extent permitted by law, may determine that the costs of the arbitration proceedings, including reasonable attorneys’ Representative fees, that would otherwise be borne by such party(ies) shall be borne by the other party(ies). [Signatures appear on next page.] Participant acknowledges receipt of a copy of the Plan and Purchaser fail to reach an agreement represents that he or she is familiar with respect the terms and provisions thereof, and hereby accepts these Units subject to all of the matters set forth terms and provisions thereof. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the Statement advice of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution counsel prior to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of executing this Agreement, and fully understands all provisions of the Accounting Methodologies Plan and this Agreement. Participant hereby agrees to notify the submissions of Purchaser and Company upon any change in the Stockholders’ Representativeresidence address indicated below. Participant further agrees to accept as binding, conclusive, and the Selected Accountant shall not conduct an independent review final all decisions or interpretations of the Acquired CompaniesCommittee upon any questions arising under the Plan or this Agreement. PARTICIPANT FURTHER AGREES THAT, PURSUANT TO SECTION II.23 OF THIS AGREEMENT, ANY DISPUTE ARISING UNDER THE PLAN OR THIS AGREEMENT SHALL BE SUBMITTED TO ARBITRATION BEFORE A SINGLE ARBITRATOR IN ATLANTA, GEORGIA, IN ACCORDANCE WITH THE THEN CURRENT EMPLOYMENT ARBITRATION RULES AND MEDIATION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (OR ANY SUCCESSOR ORGANIZATION), UNLESS OTHERWISE REQUIRED BY LAW; THAT THE AWARD IN ANY SUCH ARBITRATION SHALL BE FINAL AND BINDING ON THE PARTIES; THAT JUDGMENT UPON SUCH AWARD MAY BE ENTERED IN ANY FEDERAL OR STATE COURT HAVING JURISDICTION; AND THAT THE ARBITRATOR, IN HIS OR HER SOLE DISCRETION, MAY DETERMINE THAT THERE IS A PREVAILING PARTY OR PARTIES IN THE ARBITRATION AND, IF SO, THE ARBITRATOR, IN HIS OR HER SOLE DISCRETION, TO THE EXTENT PERMITTED BY LAW, MAY DETERMINE THAT THE COSTS OF THE ARBITRATION PROCEEDINGS, INCLUDING REASONABLE ATTORNEYS’ financial statements or otherwiseFEES, THAT WOULD OTHERWISE BE BORNE BY SUCH PARTY(IES) SHALL BE BORNE BY THE OTHER PARTY(IES). Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevantPARTICIPANT AMERICOLD REALTY TRUST By Title Address: Address: Americold Realty Trust 00 Xxxxxxxx Xxxxxxx Xxxxx 000, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of ObjectionsXxxxx Xxxxx Xxxxxxx, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party).XX 00000

Resolution of Disputes. The Buyer and the Sellers’ Representative will attempt to resolve the matters raised in a Dispute Notice in good faith. If the StockholdersBuyer and the Sellers’ Representative and Purchaser fail to reach an agreement with respect to all shall not have resolved the matters raised in the Dispute Notice within twenty Business Days after delivery of the matters set forth in Dispute Notice, either the Statement of Objections before expiration of Buyer or the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution Sellers’ Representative may provide written notice to the office of RSM US other that it elects to submit the disputed items to Xxxxx Xxxxxxxx LLP or, if RSM US LLP such firm is unable or unwilling to serve, Purchaser another nationally recognized independent accounting firm chosen jointly by the Buyer and the StockholdersSellers’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected AccountantReferee”) who). The Referee will promptly, acting as experts in accordance with the Commercial Arbitration Rules of the American Arbitration Association, review only those items and not arbitrators, shall amounts specifically set forth and objected to in the Dispute Notice and resolve the Disputed Amounts only dispute with respect to each such specific item and make any corresponding adjustments to amount in accordance with the Post-Accounting Principles, but within the positions taken by the Closing Adjustment Amount, as Balance Sheet and/or Closing Working Capital Statement and the case may beDispute Notice. The Referee shall allocate its costs and expenses, and the Merger Consideration Adjustment Statement, based solely on reasonable legal and accounting costs and expenses of the provisions of this Agreement, the Accounting Methodologies Buyer and the submissions of Purchaser and the StockholdersSellers’ Representative, between the Buyer and the Selected Accountant shall not conduct an independent review Sellers based upon the percentage of the Acquired Companies’ financial statements or otherwisecontested amount submitted to the Referee that is ultimately awarded to each of the Buyer and the Sellers such that each of the Buyer and the Sellers bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the other. For example, if the Sellers claim Working Capital is $1,000 greater than the amount determined by the Buyer, and the Buyer contests only $500 of the amount claimed by the Sellers, and if the Referee ultimately resolves the dispute by awarding the Sellers $300 of the $500 contested, then the applicable costs and expenses shall be allocated 60% (i.e. 300/500) to the Buyer and 40% (i.e. 200/500) to the Sellers. The decision of the Referee with respect to the items of the Closing Balance Sheet and the Closing Working Capital Statement submitted to it will be final, conclusive and binding on the parties. Each of the Stockholders’ Representative and the Purchaser may furnish parties to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given this Agreement agrees to the other party. The parties hereto agree that all adjustments shall be made without regard use its commercially reasonable efforts to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications cooperate with the Selected Accountant. The Selected Accountant shall only decide Referee and to cause the specific items under Referee to resolve any dispute by no later than thirty Business Days after selection of the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Referee.

Resolution of Disputes. If the Stockholders’ Shareholder Representative timely delivers an Earnout Dispute Notice to the Purchaser and the Purchaser and the Shareholder Representative are unable to mutually agree on the Earnout Amount within ten (10) Business Days following receipt by the Purchaser of the Earnout Dispute Notice (calculated without including the date of receipt), the Purchaser and the Shareholder Representative shall mutually agree on a nationally-recognized independent public accounting firm in the United States (the “Independent Accountant”) to review the Earnout Statement and the Earnout Dispute Notice (and all related information and documentation provided by the parties to the Independent Accountant), which review shall include a determination of the 2007 Recognized Revenue and the Earnout Amount in accordance with the definition of Earnout Amount set forth herein (the Earnout Amount, as determined by the Independent Accountant, the “Accountant’s Earnout Amount”). Any meetings of the parties required in connection with the resolution of any such dispute shall take place in New York City, New York, unless the Shareholder Representative and the Purchaser fail to reach an agreement with respect to agree otherwise. The Independent Accountant’s determination shall be final and binding on all parties absent manifest error in the application of this Section 6.5. For purposes hereof, the matters “Final Earnout Amount” shall equal (i) the Earnout Amount set forth in the Statement of Objections before expiration of Earnout Statement, if the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution Shareholder Representative does not timely deliver a Earnout Dispute Notice prior to the office of RSM US LLP orEarnout Dispute Deadline, if RSM US LLP is unable to serve, (ii) the Earnout Amount as mutually agreed upon by the Purchaser and the Stockholders’ Shareholder Representative following the timely delivery of a Earnout Dispute Notice in accordance with the provisions hereof or (iii) the Accountant’s Earnout Amount, if the Independent Accountant is engaged and delivers a calculation of Accountant’s Earnout Amount in accordance with the provisions hereof. The costs of the Independent Accountant shall appoint be borne as follows: 50% shall be borne by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Purchaser and 50% shall be proportionately borne by the Stockholders’ Representative’s accountants or Shareholders and may be paid with the Purchaser’s accountants (consent from the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Escrow Fund.

Resolution of Disputes. If Buyer and the Stockholders’ Securityholder Representative and Purchaser fail will attempt in good faith promptly to reach an agreement resolve any differences with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute calculations under Section 1.7(c) (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as True-Up) that are raised within the case may be, applicable period. If Bxxxx and the Merger Consideration Adjustment StatementSecurityholder Representative resolve their disagreement, based solely on they shall set forth the provisions agreement in a written document executed by Bxxxx and the Securityholder Representative and such written document shall be deemed final and binding for all purposes of this Agreement. If they are unable to resolve any differences within thirty (30) days after timely delivery of an applicable Change Notice, such remaining differences will be submitted to the Independent Accountant for prompt determination. The Independent Accountant will determine those matters in dispute and will render a written report as to the disputed matters, which report shall be conclusive and binding upon the parties. The fees and expenses of the Independent Accountant shall initially be borne fifty percent (50%) by the Escrow Participants and fifty percent (50%) by Buyer; provided that upon resolution of the dispute by the Independent Accountant, the Accounting Methodologies and prevailing party, if any, as determined by the submissions of Purchaser and the Stockholders’ RepresentativeIndependent Accountant, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish be entitled to be reimbursed in proportion to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to amount by which the other party’s determinations of the items in dispute differed from the amount determined by the Independent Accountant. The parties hereto agree that all adjustments Such amount shall be made without regard to materiality. Neither Purchaser nor determined by the Stockholders’ Representative will engage in any ex-parte communications with the Selected Independent Accountant. The Selected Any fees and expenses of the Independent Accountant shall only decide the specific items under dispute to be paid by the parties Escrow Participants will be paid out of the Escrow Amount, and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement Buyer and the Statement Securityholder Representative shall execute and deliver to the Escrow Agent disbursement instructions for the amount of Objections, respectively (i.e., in each case, no lower than such fees and expenses to be paid by the lowest amount proposed by any such party and no higher than Escrow Participants from the highest amount proposed by any such party)Escrow Amount pursuant to the Escrow Agreement.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US PricewaterhouseCoopers LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an (or such other impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants reasonably satisfactory to Buyer and Seller) (the “Selected AccountantIndependent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Closing Statement; provided, based solely on however, that notwithstanding anything contained herein to the provisions contrary, Seller shall be considered the prevailing party with respect to any matter resolved by the Independent Accountants if the objection giving rise thereto resulted from Buyer’s failure to provide Seller and its representatives with access to the books and records, properties, personnel and (subject to the execution of this Agreementcustomary work paper access letters if requested) auditors of the Company and its Subsidiaries, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representativepersonnel of, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevantwork papers prepared by, Buyer and/or Buyer’s Accountants reasonably requested by Seller in accordance with copies of such submission and all such documents and information being concurrently given to the other partythis Section 2.5. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. The Independent Accountants’ determination shall be based only upon written submissions by Buyer and Seller, and not upon an independent review by the Independent Accountants. None of Seller, Buyer or the Company shall have any ex parte communications or meetings with the Independent Accountants without the prior consent of Buyer (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than case of Seller) or Seller (in the highest amount proposed by any such partycase of Buyer or the Company).

Resolution of Disputes. If the Stockholders’ Holders Representative and Purchaser fail Buyer are unable to reach an agreement with respect to resolve all of the matters set forth items in the Statement of Objections before expiration of Dispute Notice within the Dispute Resolution Period, then any amounts Buyer and the Holders Representative shall promptly thereafter jointly request that the Independent Accounting Firm make a binding determination as to the items remaining in dispute (the “Disputed AmountsRemaining Dispute Items”) in accordance with this Agreement. The Independent Accounting Firm will, under the terms of its engagement, have no more than sixty (60) days from the date of the final submission of information and testimony by Buyer and Holders Representative within which to render its written decision with respect to the Remaining Dispute Items. The Independent Accounting Firm shall review such submissions and base its determination solely on such submissions. In resolving any such dispute, the Independent Accounting Firm may not assign a value to any item greater than the maximum value for such item claimed by Holders Representative or Buyer, as applicable, or less than the minimum value for such item claimed by Holders Representative or Buyer, as applicable. The Independent Accounting Firm may not award damages or penalties. The decision of the Independent Accounting Firm shall be submitted for resolution deemed final and binding upon the Parties and enforceable by any court of competent jurisdiction, and following such decision, the Independent Accounting Firm shall issue the final Initial Closing Date Balance Sheet (which shall be the Final Closing Date Balance Sheet and shall be binding on the Parties to this Agreement). Notwithstanding anything to the office of RSM US LLP orcontrary herein, if RSM US LLP is unable to serveBuyer and Holders Representative may, Purchaser at their option, and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make at any corresponding adjustments time prior to the Post-Closing Adjustment AmountIndependent Accounting Firm issuing its written decision, as agree in writing to consensually resolve any Remaining Dispute Items. The fees and expenses of the case may beIndependent Accounting Firm shall be allocated to and paid by Buyer, on the one hand, and the Merger Consideration Adjustment StatementHolders on the other hand (in accordance with the Payment Percentages, and which the Holders Representative must first pay out of the Holders Representative Reserve Property, to the extent available), based solely on upon the provisions of this Agreement, percentage that the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review portion of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish contested amount not awarded to each party bears to the Selected Accountant amount actually contested by such information and documents party, as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute determined by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Independent Accounting Firm.

Resolution of Disputes. If the StockholdersSellers’ Representative and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Adjusted EBITDA Earnout Statement of Objections before expiration of the Adjusted EBITDA Earnout Resolution Period, then unless the Adjusted EBITDA Earnout Resolution Period is extended by mutual agreement of the Sellers’ Representative and Buyer, any amounts item or amount remaining in dispute (the “Adjusted EBITDA Earnout Disputed Amounts” and any items or amounts not so disputed, the “Adjusted EBITDA Earnout Undisputed Amounts”) shall be submitted for resolution to the office of RSM US LLP orIndependent Accountant. Within ten (10) Business Days after submission to the Independent Accountant for resolution, if RSM US LLP is unable to serve, Purchaser Xxxxx and the StockholdersSellers’ Representative shall appoint by mutual agreement each indicate in writing their position on each disputed matter and each such Party’s determination of the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) whoamount thereof. The Independent Accountant shall make a written determination, acting as experts and not arbitrators, shall resolve resolving the Adjusted EBITDA Earnout Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountAdjusted EBITDA Earnout Statement no later than thirty (30) calendar days after receipt of each Party’s written submission pursuant to the preceding sentence and such determination will be conclusive and binding upon the Parties to this Agreement with respect to that disputed matter, as subject to the case may beindemnification rights otherwise contained herein. In conducting its review, the Independent Accountant shall consider only items in dispute, and the Merger Consideration Adjustment Statement, based shall base its determination solely on the provisions written submissions of this Agreement, the Accounting Methodologies Buyer and the submissions of Purchaser Sellers’ Representative (i.e., no independent investigation) to the Independent Accountant and the Stockholders’ Representative, definitions and the Selected Accountant shall not conduct an independent review methodologies prescribed herein. The decision of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Independent Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount item and amount in dispute must be within the range of values assigned to each such item as provided in the Merger Consideration Adjustment Statement written submissions to the Independent Accountant by each of Buyer and the Sellers’ Representative. The fees and expenses of the Independent Accountant shall be paid, by both the Sellers, on the one hand, and by Xxxxx, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller Members or Buyer, respectively, bears to the aggregate amount actually contested by Seller Members through the Sellers’ Representative and Buyer. The proposed Adjusted EBITDA Earnout Statement (including the Adjusted EBITDA Earnout Payment) shall be revised as appropriate to reflect the resolution of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such partyAdjusted EBITDA Earnout Disputed Amounts pursuant to this Section 2.05(b)(iv).

Resolution of Disputes. Subject to Article 8(3), all disputes between the Companies and Supplier resulting from or arising out of performance under this Agreement shall be referred to a senior representative of the Companies with authority to settle, designated by the Companies, and a senior representative of Supplier with authority to settle, designated by Supplier, for resolution on an informal, face-to-face basis as promptly as practicable. The Parties agree that such informal discussion shall be conducted in good faith. The discussions between such representatives shall be considered "settlement talks" under Rule 403 of the Federal Rules of Evidence or analogous Massachusetts rules or practices and such discussions shall have no evidentiary value provided, however, that either Party may introduce evidence of matters discussed in such settlement talks, if the facts and documents reflecting such matters are discovered or otherwise come into a Party's possession independent of such settlement talks. In the event the designated senior representatives are unable to resolve the dispute within thirty (30) days, or such other period as the Companies and the Supplier may jointly agree upon, such dispute may be submitted to arbitration and resolved in accordance with the arbitration procedure set forth herein if the Companies and Supplier jointly agree to submit it to arbitration. For any dispute or claim arising out of or relating to any charges incurred under this Agreement having a value less than or equivalent to $100,000, such arbitration shall be mandatory. Nothing in this Article 13 shall prevent the Companies from issuing, pursuant to Sections 1(a) and (3) of Article 8, notice of failure to comply with, observe or perform this Agreement. The arbitration shall be conducted before a single neutral arbitrator or arbitrator panel appointed by the Parties. If the Stockholders’ Representative and Purchaser fail to reach an agreement with respect to all Parties agree upon a single arbitrator within ten (10) days of the matters referral of the dispute to arbitration, that arbitrator shall serve, otherwise the Companies and Supplier shall each choose one arbitrator, who shall serve on a three-member arbitration panel. The two arbitrators so chosen shall within twenty (20) days select a third arbitrator to act as chairman of the arbitration panel. If the two arbitrators are unable to select a third arbitrator, each arbitrator shall select three candidates. A list of the six candidates, along with their resumes, shall be provided in alphabetical order, with no indication of the arbitrator who selected such candidate or the Party who selected the arbitrator who selected such candidate, to the American Arbitration Association ("AAA"), who will select one candidate. If that candidate is unable or unwilling to serve, AAA shall select another candidate. This process will be repeated until a third arbitrator is selected or the list of candidates is exhausted. If the list of candidates is exhausted, the arbitrators shall submit a new list of candidates and the process set forth in above shall be repeated a second time. In all cases, the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”arbitrator(s) shall be submitted for resolution knowledgeable in electric utility matters, including electricity transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any Party to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants arbitration or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies affiliate of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Party.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to any or all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally regionally recognized financial consulting firm or a firm of independent certified public accountants other than Seller’s accountants, the StockholdersBusiness’ Representativeaccountants or Buyer’s accountants or Purchaser’s accountants mutually agreeable to Buyer and Seller (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsan arbitrator, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, Statement. The Independent Accountant shall be jointly instructed by the Parties to make a determination as soon as practicable within thirty (30) days (or such other time as the case may beParties hereto shall agree in writing) after its engagement, and its resolution of the Merger Consideration Adjustment StatementDisputed Amounts and, based solely on the provisions other than with respect to conclusions of Law and interpretation of this Agreement, its adjustments to the Accounting Methodologies Closing Statement shall be enforceable as an arbitration of any claims hereunder, conclusive and binding upon the submissions of Purchaser Parties hereto absent manifest error and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent be subject to further review under the dispute resolution provisions of the Acquired Companies’ financial statements ARTICLE VIII or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. The fees and expenses of the Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be borne by Buyer, on the one hand, and Seller, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (and the appropriate party shall reimburse the other party accordingly). For example, if closing accounts receivable is the only disputed item, and Seller claims that closing accounts receivable is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of Independent Accountants will be allocated 60% (i.e., in each case300 ÷ 500) to Buyer and 40% (i.e., no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)200 ÷ 500) to Seller.

Resolution of Disputes. If Seller delivers an Earn Out Calculation Objection Notice, Buyer and Seller shall promptly thereafter negotiate in good faith after delivery of such notice in an attempt to resolve the Stockholders’ Representative disputed items and Purchaser agree upon the Computed Amounts and the resulting Annual Earn Out Payment for the applicable Annual Earn Out Period. As part of the resolution of such disputed items, Buyer agrees that Seller’s Receiving Representatives may receive and/or be exposed to Buyer CSI (and the Auditor may share with Seller’s Receiving Representatives Buyer CSI previously shared with the Auditor) and use such Buyer CSI for purposes of analyzing and making arguments in respect of disputed items and resolving such disputed items (including any Disputed Amount before the Independent Accountant, as discussed below). If Buyer and Seller fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration Earn Out Calculation Objection Notice within thirty (30) days after the delivery of the Resolution PeriodEarn Out Calculation Objection Notice, then any amounts remaining in dispute (the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall may be submitted by a Party for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative an independent accountant who (A) shall appoint by mutual agreement the office be selected in accordance with Section 2.02(c)(vii) of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants this Schedule 2.06 (the “Selected Independent Accountant”) who, acting (B) act as experts and not arbitrators, and (C) shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyAnnual Earn Out Payment. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor Seller and Buyer shall each submit their proposed Computed Amounts to the Stockholders’ Representative will engage in any ex-parte communications with the Selected Independent Accountant. Each Party will be afforded the opportunity to present to the Independent Accountant any material such Party deems relevant to the determination. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Annual Earn Out Calculation Statement and the Statement Earn Out Calculation Objection Notice. For the avoidance of Objectionsdoubt, respectively the Independent Accountant shall have no authority to interpret the legal provisions of the Agreement or this Schedule 2.06 except for the calculation of the Computed Amounts and definitions contained (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)whether directly or indirectly) therein.

Resolution of Disputes. If Seller delivers an Earn-Out Objection before the Stockholders’ Representative expiration of the applicable Earn-Out Review Period, Buyer and Purchaser Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Earn-Out Objection (the “Earn-Out Resolution Period”), and, if the same are so resolved within the Earn-Out Resolution Period, the Earn-Out Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding upon the Parties. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections Earn-Out Objection before expiration of the Earn-Out Resolution Period, then any amounts remaining in dispute (“Disputed Earn-Out Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants Accountants (the “Selected Accountant”retained in accordance with Section 2.3) who, acting as experts and not arbitrators, shall resolve the Disputed Earn-Out Amounts only and make any corresponding adjustments to such Earn-Out Payment and the PostEarn-Closing Adjustment AmountOut Statement, as the case may be, and the Merger Consideration Adjustment Statement. The Accountants shall only decide, based solely on the provisions of this Agreement, the Accounting Methodologies written presentations by Seller and the submissions of Purchaser and the Stockholders’ RepresentativeBuyer, and the Selected Accountant shall not conduct an by independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevantreview, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties Parties and their decision for each Disputed Earn-Out Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Earn-Out Statement and the Statement of Objections, respectively (i.e.Earn-Out Objection. The Accountants shall make a determination as soon as practicable and, in each caseany event, no lower than within thirty (30) days (or such other time as the lowest amount proposed Parties shall agree in writing) after their engagement, and their resolution of the Disputed Earn-Out Amounts and the resulting adjustments to the Earn-Out Statement shall be final and binding upon the Parties. The fees, expenses and costs of the Accountants shall be borne equally by any such party Buyer, on the one hand, and no higher than Seller and Seller Principals, in the highest amount proposed by any such party)aggregate, on the other hand.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US LLP Cxxxx Hxxxxxx or, if RSM US LLP Cxxxx Hxxxxxx is unable to serve, Purchaser Buyer and the Stockholders’ Representative Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ RepresentativeSeller’s accountants or PurchaserBuyer’s accountants (the “Selected AccountantIndependent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Closing Working Capital Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Working Capital Statement and the Statement of Objections, respectively respectively. The Independent Accountants shall make a determination as soon as practicable within thirty (i.e.30) days (or such other time as the parties hereto shall agree in writing) after their engagement, in each caseand their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto. The fees, no lower than charges and expenses of the lowest amount proposed Independent Accountants shall be paid: (i) one-half by any such party Seller; and no higher than the highest amount proposed (ii) one-half by any such party)Buyer.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to any or all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally regionally recognized financial consulting firm or a firm of independent certified public accountants other than Seller’s Accountants, the Stockholders’ RepresentativeBusiness’s accountants or PurchaserBuyer’s accountants Accountants mutually agreeable to Buyer and Seller (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsan arbitrator, and without considering extrinsic evidence, shall resolve the Disputed Amounts only to the extent they relate to accounting matters and make any corresponding adjustments to the Post-Closing Adjustment Amount, Statement. The Independent Accountant shall be jointly instructed by the parties to make a determination as soon as practicable within thirty (30) days (or such other time as the case may beparties hereto shall agree in writing) after engagement of the Independent Accountant, and its resolution of the Merger Consideration Adjustment StatementDisputed Amounts and, based solely on the provisions other than with respect to conclusions of Law and interpretation of this AgreementAgreement and consideration of extrinsic evidence, its adjustments to the Accounting Methodologies Closing Statement shall be conclusive (other than with respect to conclusions of Law and the submissions interpretation of Purchaser this Agreement and the Stockholders’ Representative, and the Selected consideration of extrinsic evidence) absent manifest error. The Independent Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall decide only decide the specific items under dispute by the parties and their the Independent Accountant’s decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. The fees and expenses of the Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be borne by Buyer, on the one hand, and Seller, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (and the appropriate party shall reimburse the other party accordingly). For example, if Accrued Leave Liability is the only disputed item, and Seller claims that Accrued Leave Liability is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. Any dispute that cannot be resolved Amendment No. 1 to Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. by the Independent Accountant pursuant to the provisions hereof shall be resolved by courts of law set forth in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Section 10.11.

Resolution of Disputes. If the StockholdersSellers’ Representative and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial regionally or nationally recognized firm of independent certified public accountants other than the Stockholdersmutually agreed to by Sellers’ Representative’s accountants or Purchaser’s accountants Representative and Buyer (the “Selected Independent Accountant”) who, acting as experts and not arbitrators, who shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Revised Closing Adjustment Amount, Statement to reflect the Independent Accountant’s final determination as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyDisputed Amounts. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor If Disputed Amounts are submitted to the StockholdersIndependent Accountant for resolution, (i) Buyer and the Sellers’ Representative shall furnish, or cause to be furnished, to the Independent Accountant such work papers and other documents and information relating to such Disputed Amounts as the Independent Accountant requests and as are available to such Party or such Party’s Representatives and Buyer and the Sellers’ Representative will engage in be afforded the opportunity to present to the Independent Accountant any ex-parte communications with material relating to such Disputed Amounts, (ii) Buyer and the Selected Accountant. The Selected Accountant Sellers’ Representative shall only decide instruct the specific items under dispute by Independent Accounting Firm not to revise any element of the parties and their decision for each Revised Closing Statement that is not a Disputed Amount must be within or assign a value to any element of a Disputed Amount greater than the range of values assigned to each largest value for such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower claimed by either such Party or less than the lowest amount proposed smallest value for such item claimed by any either such party and no higher than the highest amount proposed by any such party)Party.

Resolution of Disputes. If Parent and Holders’ Representative have not been able to resolve a dispute within the StockholdersInitial Resolution Period, either Party may submit such dispute to and such dispute shall be resolved fully, finally and exclusively through the use of an independent international accounting firm selected to serve as such by mutual agreement of Parent and Holders’ Representative (such accounting firm, the “Reviewing Party”). The fees and expenses of the Reviewing Party incurred in the resolution of such dispute shall be borne by the parties (in the case of the Holders’ Representative, on behalf of the Holders) in such proportion as is appropriate to reflect the relative benefits received by the Holders and Parent from the resolution of the dispute. For example, if Holders’ Representative challenges the calculation in the Final Calculation by an amount of $100,000, but the Reviewing Party determines that Holders’ Representative has a valid claim for only $40,000, Parent shall bear 40% of the fees and expenses of the Reviewing Party and Holders’ Representative on behalf of the Holders shall bear the other 60% of such fees and expenses. The Reviewing Party shall determine (with written notice thereof to Holders’ Representative and Purchaser fail Parent) as promptly as practicable, but in any event within thirty (30) days following the date on which Final Calculation and written submissions detailing the disputed items are delivered to reach an agreement the Reviewing Party (i) whether the Final Calculation was prepared in accordance with the terms of this Agreement or, alternatively, (ii) only with respect to all the disputed items submitted to the Reviewing Party, whether and to what extent (if any) the Final Calculation requires adjustment and a written explanation in reasonable detail of each such required adjustment, including the matters set forth basis therefor (it being understood that any determination of a disputed item shall be not greater or less than the amount of such disputed item as proposed by Parent in the Statement of Objections before expiration of Final Calculation or as proposed by Holders’ Representative in the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Objection Notice). Parent and the StockholdersHolders’ Representative shall appoint by mutual require the Reviewing Party to enter into a confidentiality agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) whoon terms agreeable to Parent, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the StockholdersHolders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyReviewing Party. The parties hereto agree that all adjustments procedures of this Section 2.19(b) are exclusive and the determination of the Reviewing Party shall be made without regard final and binding on the Parties. The decision rendered pursuant to materiality. Neither Purchaser nor the Stockholders’ Representative will engage this Section 2.19(b) may be filed as a judgment in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range court of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)competent jurisdiction.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Buyer’s and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ RepresentativeSeller’s accountants or Purchaser’s accountants (the “Selected Accountant”) Accountants who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Closing Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Buyer’s and Seller’s Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. If the Buyer and Sxxxxx’s Accountants are unable to resolve the disputed items, the disputed items shall be submitted for resolution to the office of an impartial, nationally recognized firm of independent certified public accountants other than Seller’s Accountant’s or Buyer’s Accountant’s (i.e., in each case, no lower than the lowest amount proposed “Independent Accountant”) and shall be appointed by any such party mutual agreement of the Buyer and no higher than Seller. The Independent Accountant shall hear proposals from both Bxxxx’s Accountants and Seller’s Accountants and shall then make a final and binding decision that is consistent with the highest amount proposed by any such party)results of the Buyer’s first post-Closing financial audit.

Resolution of Disputes. If the StockholdersParties cannot agree on an item(s) set out in a Dispute Notice within twenty (20) days after the Sellers’ Representative and Purchaser fail to reach an agreement with respect to all receipt of the matters set forth in Dispute Notice, either Party may, within a subsequent period of ten (10) Business Days, refer the Statement of Objections before expiration of the Resolution Perioddisputed item(s) to an independent accountant mutually agreed between Sellers, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP orBuyer, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants Agent other than Sellers’ accountants, the Stockholders’ RepresentativeBuyer’s accountants accountants, or PurchaserAgent’s accountants (the “Selected Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only specific items under dispute by the Parties in accordance with the terms and conditions of this Agreement and make any corresponding adjustments to the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Closing Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties and their decision for each Disputed Amount disputed amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement Dispute Notice, respectively. The Independent Accountant shall decide the procedural rules in connection with its hearing of Objectionsthe Parties’ positions on the disputed item and shall ensure that a decision can be reached as quickly as possible. Each Party shall give the Independent Accountant access to all information which in the reasonable opinion of the Independent Accountant is necessary to decide on the disputed item and shall cause that such information is provided promptly. The decisions of the Independent Accountant shall be final and binding on the Parties and neither Sellers, respectively (i.e.Buyer, in each case, no lower nor Agent shall seek further recourse through courts or other tribunals other than to enforce decision of the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Independent Accountant.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to any or all of the matters set forth in the Statement of 24 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally regionally recognized financial consulting firm or a firm of independent certified public accountants other than Seller’s Accountants, the Stockholders’ RepresentativeBusiness’s accountants or PurchaserBuyer’s accountants Accountants mutually agreeable to Buyer and Seller (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsan arbitrator, and without considering extrinsic evidence, shall resolve the Disputed Amounts only to the extent they relate to accounting matters and make any corresponding adjustments to the Post-Closing Adjustment Amount, Statement. The Independent Accountant shall be jointly instructed by the parties to make a determination as soon as practicable within thirty (30) days (or such other time as the case may beparties hereto shall agree in writing) after engagement of the Independent Accountant, and its resolution of the Merger Consideration Adjustment StatementDisputed Amounts and, based solely on the provisions other than with respect to conclusions of Law and interpretation of this AgreementAgreement and consideration of extrinsic evidence, its adjustments to the Accounting Methodologies Closing Statement shall be conclusive (other than with respect to conclusions of Law and the submissions interpretation of Purchaser this Agreement and the Stockholders’ Representative, and the Selected consideration of extrinsic evidence) absent manifest error. The Independent Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall decide only decide the specific items under dispute by the parties and their the Independent Accountant’s decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively respectively. The fees and expenses of the Independent Accountant shall initially be split 50/50 between Buyer and Seller, and after the final resolution of any dispute, shall be borne by Buyer, on the one hand, and Seller, on the other hand, based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (and the appropriate party shall reimburse the other party accordingly). For example, if closing accounts receivable is the only disputed item, and Seller claims that closing accounts receivable is $1,000, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. Any dispute that cannot be resolved by the Independent Accountant pursuant to the provisions hereof shall be resolved by courts of law set forth in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Section 10.11.

Resolution of Disputes. If the Stockholders’ Stockholder Representative and Purchaser Parent fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP Ernst & Young LLP, or, if RSM US Ernst & Young LLP is unable to serve, Purchaser Parent and the Stockholders’ Stockholder Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountWorking Capital, Post-Closing Cash, Post-Closing Indebtedness, the Post-Closing Transaction Expenses and/or the Post-Closing Adjustment, as the case may be, and the Merger Consideration Adjustment Post-Closing Statement. Parent and the Stockholder Representative shall cooperate with the Independent Accountant in all respects, including using commercially reasonable efforts to provide the Independent Accountant with all work papers and back-up materials used in preparation and review of their the Post-Closing Statement. The Independent Accountant shall only have authority to make determinations in respect of those specific items for which an objection has been raised in the Statement of Objections, and all determinations shall be based solely on the provisions written presentations of this Agreement, the Accounting Methodologies Parent and the submissions of Purchaser Stockholder Representative and the Stockholders’ Representativetheir respective Representatives, and the Selected Accountant shall not conduct an by independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyoral presentation. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Post-Closing Statement and the Statement of Objections, respectively respectively. In resolving any Disputed Amount, the Independent Accountant: (i.e.x) shall be bound: (1) first, in each caseGAAP, no lower (2) second, to the extent not inconsistent with GAAP, Schedule 1.1(x) of the Disclosure Schedules (3) third, to the extent not inconsistent with GAAP or Schedule 1.1(x) of the Disclosure Schedules, the Balance Sheet. In calculating any items on the Post-Closing Statement (other than the lowest amount proposed Post-Closing Transaction Expenses), such calculations shall not take into account (x) transactions contemplated by this Agreement or the financing thereof or (y) any such party and no higher than purchase price accounting or other similar adjustment resulting from the highest amount proposed consummation of the transactions contemplated by any such party)this Agreement.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US KPMG LLP or, if RSM US LLP KPMG LLP; is unable to serve, Purchaser Buyer and the Stockholders’ Representative Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ RepresentativeSeller’s accountants Accountants or PurchaserBuyer’s accountants Accountants (the “Selected AccountantIndependent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, Actual Working Capital and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyActual Assumed Indebtedness. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Date Statement and the Statement of Objections, respectively respectively. The Independent Accountants shall review such submissions from Buyer and Seller and base its determination solely on such submissions. The Independent Accountants shall make a determination as soon as practicable within thirty (i.e., 30) days (or such other time as the parties hereto shall agree in each case, no lower than writing) after their engagement. The decision of the lowest amount proposed Independent Accountants shall be deemed final and binding upon the parties and enforceable by any such party court of competent jurisdiction and no higher than the highest amount proposed by any such party)Independent Accountants’ final calculation of (i) Actual Working Capital shall be deemed the “Final Working Capital” and (ii) Actual Assumed Indebtedness shall be deemed the “Final Assumed Indebtedness.”

Resolution of Disputes. If Parent and Holders’ Representative have not been able to resolve a dispute within the StockholdersInitial Resolution Period, either Party may submit such dispute to and such dispute shall be resolved fully, finally and exclusively through the use of an independent international accounting firm selected to serve as such by mutual agreement of Parent and Holders’ Representative (such accounting firm, the “Reviewing Party”). The fees and expenses of the Reviewing Party incurred in the resolution of such dispute shall be borne by the parties (in the case of the Holders’ Representative, on behalf of the Holders) in such proportion as is appropriate to reflect the relative benefits received by the Holders and Parent from the resolution of the dispute. For example, if Holders’ Representative challenges the calculation in the Final Calculation by an amount of $100,000, but the Reviewing Party determines that Holders’ Representative has a valid claim for only $40,000, Parent shall bear 40% of the fees and expenses of the Reviewing Party and Holders’ Representative on behalf of the Holders shall bear the other 60% of such fees and expenses. The Reviewing Party shall determine (with written notice thereof to Holders’ Representative and Purchaser fail Parent) as promptly as practicable, but in any event within thirty (30) days following the date on which Final Calculation and written submissions detailing the disputed items are delivered to reach an agreement the Reviewing Party (i) whether the Final Calculation was prepared in accordance with the terms of this Agreement or, alternatively, (ii) only with respect to all the disputed items submitted to the Reviewing Party, whether and to what extent (if any) the Final Calculation requires adjustment and a written explanation in reasonable detail of each such required adjustment, including the matters set forth basis therefor (it being understood that any determination of a disputed item shall be not greater or less than the amount of such disputed item as proposed by Parent in the Statement of Objections before expiration of Final Calculation or as proposed by Holders’ Representative in the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Objection Notice). Parent and the StockholdersHolders’ Representative shall appoint by mutual require the Reviewing Party to enter into a confidentiality agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) whoon terms agreeable to Parent, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the StockholdersHolders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyReviewing Party. The parties hereto agree that all adjustments procedures of this Section 2.18(b) are exclusive and the determination of the Reviewing Party shall be made without regard final and binding on the Parties. The decision rendered pursuant to materiality. Neither Purchaser nor the Stockholders’ Representative will engage this Section 2.18(b) may be filed as a judgment in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range court of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)competent jurisdiction.

Resolution of Disputes. If the Stockholders’ Representative and Purchaser Parties fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of during the Resolution Period, then any amounts remaining in dispute (the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US LLP Ernst & Young or, if RSM US LLP such accountant is unable to serve, Purchaser and the Stockholders’ Representative Parties shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public chartered professional accountants other than the Stockholders’ RepresentativeSeller’s accountants or the Purchaser’s respective accountants (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsas an arbitrator, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amountadjustments, as the case may be, to the Post- Closing Adjustment and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyClosing Statements. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement Closing Statements and the Statement of Objections, respectively respectively; provided, however, that if the resolution of any disputed item gives rise to a corresponding entry, such corresponding entry shall be included in the Independent Accountant’s determination procedures (i.e.for example, a misclassification of outstanding cheques between accounts payable and cash will require adjustment to both accounts, even if the disputed item related only to accounts payable and not cash). The Independent Accountant shall provide copies of the supporting documentation and materials provided by each of the Seller and the Purchaser in respect of their respective positions for the Disputed Amounts upon receiving such supporting documentation and materials by each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such partyParty. (iv).

Resolution of Disputes. If Except as provided in SECTION 10 above, any dispute arising out of, connected with, related or incidental to this Agreement and the Stockholders’ Representative and Purchaser fail documents or instruments delivered in connection herewith, shall be submitted to reach an agreement arbitration in accordance with respect the terms of this SECTION 18. The party who is alleging that a dispute exists (the "COMPLAINANT") shall send a notice of such dispute to all of the matters other party (the "RESPONDENT"), which notice shall set forth in detail the Statement of Objections before expiration dispute, the parties involved and the position of the Resolution PeriodComplainant with respect thereto. The notice shall also include a list of five retired judges selected through JAMS-Endispute, Inc. ("JAMS"), 00 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx. Within seven days of receiving such notice, the Respondent shall either accept one of the judges on the list and so inform the Complainant or deliver via facsimile to the Complainant a list of five judges selected by the Respondent from the panel at JAMS. If the Respondent rejects the judges on the Complainant's list and delivers to Complainant its own list of judges, Complainant, within seven days of receiving Respondent's list, shall inform Respondent as to whether it will accept one of the judges on Respondent's list. Should the parties be unable to agree on an arbitrator, then Complainant shall request that JAMS furnish a list of ten names of available judges to each party. Within seven days of JAMS's mailing of the list, the parties shall meet telephonically to designate an arbitrator. Respondent shall first strike one name from the list and then Complainant shall strike one name. Thereafter, Respondent and Complainant shall alternately strike names from the list until one name remains. The last remaining judge on the list shall be designated as the arbitrator for this action. The arbitrator so selected shall schedule a hearing in Chicago on the disputed issues within 45 days after his appointment, and the arbitrator shall render his decision after the hearing, in writing, as expeditiously as is possible, and such decision shall be delivered to the parties. The arbitrator shall render his decision based on written materials supplied by the parties to the arbitrator as well as the respective oral presentations of the parties at the hearing, and no party shall be entitled to discovery in such matter, except for a single request for documents to be made within ten days after the request for arbitration, which if not made within such time period shall be deemed waived. Each party shall supply a copy of any amounts remaining written materials to be submitted to the arbitrator at least ten days prior to the scheduled hearing. The parties agree that the arbitrator shall not have any power or authority to award punitive damages. A default judgment may be entered against any party who fails to appear at the arbitration hearing. Such decision and determination shall be final and unappealable and shall be filed as a judgment of record in dispute any jurisdiction designated by the successful party. All charges and fees charged by JAMS and/or the arbitrator (“Disputed Amounts”whether demanded in advance or at completion of the proceedings) shall be submitted for resolution to the office of RSM US LLP orshared equally by each side. However, if RSM US LLP is unable to serve, Purchaser all such charges and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amountfees, as well as any other taxable costs, may be allocated between the case may be, and respective sides by the Merger Consideration Adjustment Statement, based solely on the provisions arbitrator as a part of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyany award herein. The parties hereto agree that all adjustments this paragraph has been included to rapidly and inexpensively resolve any disputes between them with respect to the matters described above, and that this paragraph shall be made without regard grounds for dismissal of any court action commenced by any party with respect to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountanta dispute arising out of such matters. The Selected Accountant parties agree that any arbitration shall only decide be governed by and pursuant to the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement Illinois Uniform Arbitration Act, as amended, and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party rules and no higher than the highest amount proposed by any such party)regulations promulgated thereunder.

Resolution of Disputes. If the Stockholders’ Representative The parties consent and Purchaser fail to reach an agreement with respect to all of the matters agree that, except as set forth in this Section 28, any action or proceeding between them arising from this Agreement shall be exclusively referred to binding arbitration in Denver, Colorado in accordance with the Statement of Objections before expiration rules of the Resolution Period, then any amounts remaining in dispute Commercial Arbitration (“Disputed AmountsAAA”) Rules and Mediation Procedures before a single arbitrator selected by the Employer. The decision of the arbitrator shall be submitted for resolution final, non-appealable and binding upon the parties and may be enforced in any court having jurisdiction thereof. The AAA Rules regarding discovery shall apply to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of arbitration under this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant . The Arbitrator selected according to this Agreement shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and decide all such documents and information being concurrently given to the other partydiscovery disputes. The parties hereto agree that all adjustments shall split the administrative cost of arbitration equally and each party shall be made without regard responsible for the payment of its own respective legal fees. CLAIMS WHERE MANDATORY ARBITRATION IS PROHIBITED BY A VALID NON-PREEMPTED LAW ARE EXPLICITLY EXCLUDED FROM THIS ARBITRATION PROVISION. CLAIMS IN ARBITRATION SHALL BE FILED AND MAINTAINED ONLY ON AN INDIVIDUAL BASIS. EMPLOYEE MAY NOT FILE OR MAINTAIN ANY CLAIM IN ARBITRATION ON BEHALF OF OTHERS, COLLECTIVELY OR OTHERWISE, OR AS A NAMED PLAINTIFF/CLAIMANT OR MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A COLLECTIVE, CLASS, OR REPRESENTATIVE ARBITRATION PROCEEDING. Notwithstanding the foregoing, any claim related to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Sections 6 through 13, and Section 18, of this Agreement shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item asserted exclusively in the Merger Consideration Adjustment Statement state or federal courts of the State of Colorado, and Employee hereby expressly consents to the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)jurisdiction thereof.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections (to the extent such matters are still in dispute following expiration of the Resolution Period) before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Buyer and the Stockholders’ Representative Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ RepresentativeSeller’s accountants or PurchaserBuyer’s accountants (the “Selected Independent Accountant”) who, acting as experts arbitrators and not arbitratorsexperts, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Closing Working Capital Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor Buyer and Seller shall make available to the Stockholders’ Representative will engage in any ex-parte communications with Independent Accountant all relevant working papers, supporting schedules, supporting analyses, other supporting documentation and other items reasonably requested by the Selected Independent Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Working Capital Statement and the Statement of Objections, respectively and shall make a determination as soon as practicable within thirty (i.e., in each case, no lower than 30) days of such referral. Such determination shall thereupon be conclusive and binding upon the lowest amount proposed Parties for all purposes. The costs of such determination shall be shared equally by any such party Buyer and no higher than the highest amount proposed by any such party)Seller.

Resolution of Disputes. If With the Stockholders’ Representative and Purchaser fail exception of proceedings for equitable relief brought pursuant to reach an Section 15 of this Agreement or any stock option agreement, any controversy, claim or dispute of whatever nature arising between the parties, including but not limited to those arising out of or relating to this Agreement or any stock option agreement with respect or the construction, interpretation, performance, breach, termination, enforceability or validity of such agreements or the arbitration provisions contained in this Agreement, whether such claim existed prior to all of or arises on or after the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions date of this Agreement, including the Accounting Methodologies determination of the scope of this agreement to arbitrate, shall be determined by arbitration in Baltimore, Maryland by one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that (a) every person named on all lists of potential arbitrators shall be a neutral and impartial lawyer with excellent academic and professional credentials (i) who has practiced law for at least 15 years, specializing in either general commercial litigation or general corporate and commercial matters, with substantial experience in the preparation, negotiation and/or litigation of employment agreements and the submissions grant of Purchaser and the Stockholders’ Representativestock options, and the Selected Accountant (ii) who has had experience, and is generally available to serve, as an arbitrator, and (b) each party shall not conduct an independent review be entitled to strike on a peremptory basis, for any reason or no reason, any or all of the Acquired Companies’ financial statements names of potential arbitrators on any list submitted to the parties by the AAA as well as any person selected by the AAA to serve as an arbitrator by administrative appointment. In the event the parties cannot agree on the selection of the arbitrator from the one or otherwisemore lists submitted by the AAA within 30 days after the AAA transmits to the parties its first list of potential arbitrators, the President of the Maryland Bar Association shall nominate three persons who, in his or her opinion, meet the criteria set forth herein, which nominees may not include persons named on any list submitted by the AAA. Each party shall be entitled to strike one of such three nominees on a peremptory basis within 10 days after its receipt of such list of nominees, indicating its order of preference with respect to the remaining nominees. If two such nominees have been stricken by the parties, the unstricken nominee shall be the arbitrator. Otherwise, the selection of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments arbitrator shall be made without regard to materialityby the AAA from the remaining nominees in accordance with the parties' mutual order of preference, or by random selection in the absence of a mutual order of preference. Neither Purchaser nor The arbitrator shall base his award on applicable law and judicial precedent, shall include in such award written findings of fact and conclusions of law upon which the Stockholders’ Representative will engage award is based and shall not grant any remedy or relief that a court could not grant under applicable law. Judgment on the award rendered by the arbitrator may be entered in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)court having jurisdiction thereof.

Resolution of Disputes. If Parent and Holders’ Representative have not been able to resolve a dispute within the StockholdersInitial Resolution Period, either Party may submit such dispute to and such dispute shall be resolved fully, finally and exclusively, through the use of an independent international accounting firm selected to serve as such by mutual agreement of Parent and Holders’ Representative (such accounting firm, the “Reviewing Party”). The fees and expenses of the Reviewing Party incurred in the resolution of such dispute shall be borne by the parties (in the case of the Holders’ Representative, on behalf of the Holders) in such proportion as is appropriate to reflect the relative benefits received by the Holders and Parent from the resolution of the dispute. For example, if Holders’ Representative challenges the calculation in the Final Calculation by an amount of $100,000, but the Reviewing Party determines that Holders’ Representative has a valid claim for only $40,000, Parent shall bear 40% of the fees and expenses of the Reviewing Party and Holders’ Representative on behalf of the Holders shall bear the other 60% of such fees and expenses. The Reviewing Party shall determine (with written notice thereof to Holders’ Representative and Purchaser fail Parent) as promptly as practicable, but in any event within thirty (30) days following the date on which Final Calculation and written submissions detailing the disputed items are delivered to reach an agreement the Reviewing Party (i) whether the Final Calculation was prepared in accordance with the terms of this Agreement or, alternatively, (ii) only with respect to all the disputed items submitted to the Reviewing Party, whether and to what extent (if any) the Final Calculation requires adjustment and a written explanation in reasonable detail of each such required adjustment, including the matters set forth basis therefor (it being understood that any determination of a disputed item shall be not greater or less than the amount of such disputed item as proposed by Parent in the Statement of Objections before expiration of Final Calculation or as proposed by Holders’ Representative in the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser Objection Notice). Parent and the StockholdersHolders’ Representative shall appoint by mutual require the Reviewing Party to enter into a confidentiality agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) whoon terms agreeable to Parent, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the StockholdersHolders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyReviewing Party. The parties hereto agree that all adjustments procedures of this Section 2.18(b) are exclusive and the determination of the Reviewing Party shall be made without regard final and binding on the Parties. The decision rendered pursuant to materiality. Neither Purchaser nor the Stockholders’ Representative will engage this Section 2.18(b) may be filed as a judgment in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range court of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)competent jurisdiction.

Resolution of Disputes. If the Stockholders’ Representative and Purchaser Parties fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of during the Resolution Period, then any amounts remaining in dispute (the “Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US LLP Ernst & Xxxxx or, if RSM US LLP such accountant is unable to serve, Purchaser and the Stockholders’ Representative Parties shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public chartered professional accountants other than the Stockholders’ RepresentativeSeller’s accountants or the Purchaser’s respective accountants (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsas an arbitrator, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amountadjustments, as the case may be, to the Post-Closing Adjustment and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyClosing Statements. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement Closing Statements and the Statement of Objections, respectively respectively; provided, however, that if the resolution of any disputed item gives rise to a corresponding entry, such corresponding entry shall be included in the Independent Accountant’s determination procedures (i.e.for example, a misclassification of outstanding cheques between accounts payable and cash will require adjustment to both accounts, even if the disputed item related only to accounts payable and not cash). The Independent Accountant shall provide copies of the supporting documentation and materials provided by each of the Seller and the Purchaser in respect of their respective positions for the Disputed Amounts upon receiving such supporting documentation and materials by each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Party.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Adjustment Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) and any amounts not so disputed shall be submitted for resolution to the office of RSM US Xxxxx Xxxxxxxx LLP or, if RSM US Xxxxx Xxxxxxxx LLP is unable to serve, Purchaser and the Stockholders’ Representative Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountBalance Sheet, as the case may beStatement of Purchase Price and the calculation of the Purchase Price (and the components thereof) reflected in the Statement of Purchase Price, which shall be (i) in writing and (ii) made in accordance with U.S. GAAP and applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest Balance Sheet, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, with the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyMethodologies. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Balance Sheet, the Statement of Purchase Price and the Statement of Objections, respectively (i.e.respectively. The terms of appointment and engagement of the Independent Accountant shall be as reasonably agreed upon between Purchaser and Seller, and any associated engagement fees shall initially be borne 50% by Purchaser and 50% by Seller; provided, however, that such fees shall ultimately be allocated in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such partyaccordance with Section 2.3(b)(iv).

Resolution of Disputes. The Buyer and the Securityholders’ Representative will attempt in good faith promptly to resolve any differences with respect to the calculations under Section 1.7(c) (Post-Closing True-Up) that are raised within the applicable period. If the StockholdersBuyer and the Securityholders’ Representative resolve their disagreement, they shall set forth the agreement in a written document executed by the Buyer and the Securityholders’ Representative and Purchaser fail such written document shall be deemed final and binding for all purposes of this Agreement. If they are unable to reach resolve any differences within thirty (30) days after timely delivery of an agreement with respect applicable Change Notice, such remaining differences will be submitted to all an Independent Accountant for prompt determination. The Independent Accountant will determine those matters in dispute and will render a written report as to the disputed matters, which report shall be conclusive and binding upon the parties. The fees and expenses of the matters set forth in Independent Accountant shall initially be borne fifty percent (50%) by the Statement of Objections before expiration Securityholders and fifty percent (50%) by the Buyer; provided, that upon resolution of the Resolution Perioddispute by the Independent Accountant, then any amounts remaining the prevailing party, if any, as determined by the Independent Accountant, shall be entitled to be reimbursed in proportion to the amount by which the other party’s determinations of the items in dispute (“Disputed Amounts”) differed from the amount determined by the Independent Accountant. Such amount shall be submitted for resolution determined by the Independent Accountant. Any fees and expenses of the Independent Accountant to be paid by the office Securityholders will be paid out of RSM US LLP orthe Escrow Amount, if RSM US LLP is unable to serve, Purchaser and the StockholdersBuyer and the Securityholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts execute and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments deliver to the Post-Closing Adjustment Amount, as Escrow Agent disbursement instructions for the case may be, amount of such fees and expenses to be paid by the Merger Consideration Adjustment Statement, based solely on Securityholders from the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish Escrow Amount pursuant to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Escrow Agreement.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted by Bxxxx and Seller for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants mutually agreed to by Buyer and Seller with no prior working or other than relationship with either Buyer, the Stockholders’ Representative’s accountants Company, Seller, or Purchaser’s accountants Beneficial Owner, (the “Selected Independent Accountant”). If Bxxxx and Seller are unable to mutually agree on the identity of the Independent Accountant within ten (10) whoBusiness Days, then Buyer shall nominate five proposed accounting firms in writing to serve as the Independent Accountant and provide them to Seller. Seller shall select one of Buyer’s designated accounting firms to serve as the Independent Accountant with ten (10) Business Days and provide written notice of its selection to Buyer. If Seller fails to designate the Independent Accountant in accordance with this Section 2.06(c)(iii), then Buyer shall select one of the accounting firms it designated and communicated to Buyer to serve as the Independent Accountant. Buyer and Seller shall execute a customary engagement letter with the Independent Accountant pursuant to which the Independent Accountant will agree to: (A) acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Proposed Closing Statement and the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall (B) only decide the specific items under dispute by the parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Proposed Closing Statement and the Statement of Objections, respectively respectively, (i.e.C) resolve the disputed items based solely on this Agreement and the documents and information provided by and presentations made by Seller and Bxxxx and their respective representatives, and not by independent review, (D) make any adjustments without regard to materiality, and (E) deliver to Buyer and Seller a written report memorializing its determination, include its supporting rationale in each case, no lower than reasonable detail. The parties agree that there shall not be any ex parte communications with the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)Independent Accountant during its engagement.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any items or amounts set forth in the Statement of Objections remaining in dispute (“Disputed Amounts” and any items or amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US Ernst & Young LLP or, if RSM US Ernst & Young LLP is unable to serve, Purchaser Buyer and the Stockholders’ Representative Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants any accountant with a conflict of interest (the “Selected AccountantIndependent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Preliminary Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative Buyer and the Purchaser Seller may furnish to the Selected Independent Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information written submissions, presentations and supporting materials being concurrently given to the other. Buyer and Seller shall each furnish to the Independent Accountants such work papers and other partydocuments and written submissions, presentations and supporting materials relating to the calculation of the Disputed Amounts, and shall provide written submissions to questions, as the Independent Accountants may reasonably request. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Preliminary Adjustment Statement and the Statement of Objections, respectively (i.e.respectively. The determination of the Independent Accountants shall be made in a manner consistent with the Applicable Accounting Principles and this Agreement. The Independent Accountants shall issue a detailed written report that sets forth the resolution of all Disputed Amounts and that contains, in each caseas applicable, no lower than a final statement of the lowest amount proposed by any such party Post-Closing Adjustment and no higher than the highest amount proposed by any such party)Preliminary Adjustment Statement.

Resolution of Disputes. If the Stockholders’ Representative Seller and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of RSM US BDO USA, LLP or, if RSM US BDO USA, LLP is unable to serve, Purchaser Buyer and the Stockholders’ Representative Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ RepresentativeSeller’s accountants Accountants or PurchaserBuyer’s accountants Accountants (the “Selected AccountantIndependent Accountants”) who, acting as experts and not arbitrators, shall resolve resolve, based solely on written submissions by Buyer and Seller and their respective representatives, and not by independent review, the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountAdjustment, as the case may be, and the Merger Consideration Adjustment Closing Working Capital Statement. No Party shall have any ex parte communications with the Independent Accountants without the prior consent of Buyer, based solely on in the provisions case of communications by the Seller Companies, or Seller, in the case of communications by Buyer. In resolving any disputed item, the independent accounting firm shall be bound by the applicable definitions set forth in this Agreement and the other requirements of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partySection. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Independent Accountants shall only decide the specific items under dispute by the parties Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Closing Working Capital Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)respectively.

Resolution of Disputes. If the Stockholders’ Representative Teck US and Purchaser JVCo fail to reach an agreement with respect to all of the matters set forth out in the Teck Statement of Objections or the PolyMet Statement of Objections, as the case may be, before expiration of the Teck Resolution Period or the PolyMet Resolution Period, as the case may be, then any amounts remaining in dispute (“the "Disputed Amounts”" and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to the office of RSM US BDO USA, LLP or, if RSM US BDO USA, LLP is unable to serve, Purchaser Teck US and the Stockholders’ Representative JVCo shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public chartered professional accountants other than the Stockholders’ Representative’s accountants Teck US's accountant or Purchaser’s accountants JVCo's accountant (the “Selected "Independent Accountant”") who, acting as experts an expert and not arbitratorsan arbitrator, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountPermitted Expenses Adjustment, as the case may be, and the Merger Consideration Adjustment applicable Closing Permitted Expenses Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties and their its decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment applicable Closing Permitted Expenses Statement and the applicable Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)respectively.

Resolution of Disputes. If the StockholdersSellers’ Representative and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts included in a timely delivered Statement of Objections and remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) Accounting Expert who, acting as experts an expert and not arbitratorsan arbitrator, shall fully and finally resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment AmountAmount with respect to each class of HoldCo Stock, as the case may be, and the Merger Consideration Adjustment Closing Statement, based solely on . Any amounts that are not included in the provisions of this Agreement, Disputed Amounts will be deemed to be resolved and will not be submitted to the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other partyExpert. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant Accounting Expert shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item Amounts in the Merger Consideration Adjustment Closing Statement and the Statement of Objections, respectively (i.e.respectively, each of which must be submitted within the applicable time periods and on the terms specified in each casethis Section 2.4 in order to be considered by the Accounting Expert. The Parties will provide the Accounting Expert with all documents requested by it as soon as practicable. The Accounting Expert will be instructed to grant Buyer and Sellers’ Representative the opportunity to state their points of view in written opening submissions followed by response submissions. No other submissions shall be allowed except at the discretion of the Accounting Expert upon a showing of good cause. All written submissions by Buyer or Sellers’ Representative shall be submitted contemporaneously to the Accounting Expert and will be delivered simultaneously to the other Party. There shall be no ex parte communication with the Accounting Expert. Upon request by a Party or at its own election, no lower than the lowest amount proposed by Accounting Expert will conduct a hearing on any such party Disputed Amounts or items that remain in dispute following Buyer’s and no higher than the highest amount proposed by any such party)Sellers’ Representative’s written submissions.

Resolution of Disputes. If the Stockholders’ Seller Representative and Purchaser Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial a nationally or regionally recognized firm of independent certified public accountants other than that Buyer and Seller Representative shall appoint by mutual agreement; provided that if Buyer and Seller Representative are unable to mutually agree upon an independent certified public accounting firm within ten (10) days after the Stockholders’ Representative’s accountants date any party asserts in writing that there are any Disputed Amounts hereunder, Buyer and Seller Representative shall each select an independent certified public accounting firm within five (5) days thereafter and the two (2) independent certified public accounting firms shall mutually agree upon a nationally or Purchaser’s accountants regionally recognized independent certified public accounting firm within ten (10) days after being selected (the final independent public accounting firm (the “Selected Independent Accountant”) who, acting as experts an expert and not arbitratorsan arbitrator, shall resolve the Disputed Amounts only and make any corresponding adjustments (if any) to the Post-Closing Adjustment Amount, as the case may beAdjustment, and the Merger Consideration Adjustment Final Closing Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto Parties agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Independent Accountant shall only decide the specific items under dispute by the parties Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Final Closing Statement and the Statement of Objections, respectively (i.e.respectively. Buyer and Seller Representative shall each furnish to the Independent Accountant such work papers and other documents and information relating to the disputed issues, in each caseand shall provide interviews and answer questions, no lower than the lowest amount proposed by any as such party and no higher than the highest amount proposed by any such party)Independent Accountant may reasonably request.

Resolution of Disputes. Any dispute concerning the interpretation or infringement of this Agreement or other matter of employment shall first be negotiated between the Employee in question and his or her supervisor. If a resolution is not reached, the Employee shall have the right to forward the case for processing by a more senior supervisor. They can be assisted or represented by an employee representative in this matter. If resolution still is not achieved, the issue shall be negotiated between the employee representative and a representative of the company in charge of the Employees’ employment issues. If necessary, the issue can be locally negotiated between the Association acting as a Contracting party and the Company’s advisory committees. Each party can make the initiative and the negotiation proposal must be issued in writing. Local negotiations are started as soon as possible, however no later than within 2 weeks of issuing the ne- gotiation proposal. The date and time of the next negotiations shall be agreed upon in the negotiations, if necessary. A memo shall be drawn up of the local negotiations, if requested by one of the parties, recording the relevant dispute and the views of the parties. If a local resolution is not achieved, the unions can be requested, if desired by one of the parties, to issue a settlement proposal to resolve the dispute. Here, ‘the unions’ refer to the Association of Support Service Industries and the Federation of Professional and Managerial Staff YTN. If a resolution is not reached, each party can bring the case to the court of arbitration. 37 § Arbitration Finnair Plc and FINNAIRIN Insinöörit ja Ylemmät XXXXX xx have each selected 2 ar- bitrators and their necessary standbys for one calendar year at a time. A person who, under section 10 of the Arbitration Act, could be disqualified, can also act as an arbi- trator. The arbitrators select a chair for one calendar year at a time. The chair must be a legally trained, impartial person with knowledge on matters of employment. If the Stockholders’ Representative and Purchaser fail to reach an agreement with respect to all arbitrators do not agree on a chair, the position is assigned by the conciliator general of industrial disputes by request of the matters set forth in parties. Finnair Plc and FINNAIRIN Insinöörit ja Ylemmät XXXXX xx split the Statement of Objections before expiration responsibility for the costs of the Resolution Periodarbitrators, then any amounts remaining in dispute (“Disputed Amounts”) unless otherwise determined by the arbitrators. Otherwise, the regulations of the Arbitration Act shall be submitted for resolution to the office of RSM US LLP or, if RSM US LLP is unable to serve, Purchaser and the Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than the Stockholders’ Representative’s accountants or Purchaser’s accountants (the “Selected Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any corresponding adjustments to the Post-Closing Adjustment Amount, as the case may be, and the Merger Consideration Adjustment Statement, based solely on the provisions of this Agreement, the Accounting Methodologies and the submissions of Purchaser and the Stockholders’ Representative, and the Selected Accountant shall not conduct an independent review of the Acquired Companies’ financial statements or otherwise. Each of the Stockholders’ Representative and the Purchaser may furnish to the Selected Accountant such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The parties hereto agree that all adjustments shall be made without regard to materiality. Neither Purchaser nor the Stockholders’ Representative will engage in any ex-parte communications with the Selected Accountant. The Selected Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Merger Consideration Adjustment Statement and the Statement of Objections, respectively (i.e., in each case, no lower than the lowest amount proposed by any such party and no higher than the highest amount proposed by any such party)followed.