Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. (a) The Investor will have twenty (20) Business Days following delivery of the CPR Notice during which to notify NMI in writing of any objections with respect to the calculation of the CPR Payment Amount, including the value of any non-cash consideration, net third party indebtedness (“Notice of Objection”). If the Investor fails to deliver a Notice of Objection in accordance with this Section 6(a), the CPR Payment Amount shall be conclusive and binding on the Parties. If the Investor submits a Notice of Objection, then (i) for fifteen (15) Business Days after the date upon which NMI receives the Notice of Objection, the Parties will each use their commercially reasonable efforts to agree on the calculation of the disputed amounts and (ii) failing such agreement within such fifteen (15) Business Day period, then the Investor and NMI, acting jointly, shall refer the matter for resolution to the Independent Accounting Firm. Promptly (but in any event within five (5) Business Days) after engagement of the Independent Accounting Firm, the Investor, on the one hand, and NMI, on the other hand, shall each deliver to the Independent Accounting Firm, a notice setting forth in reasonable detail their calculation, to the extent in dispute under the Notice of Objection, of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable. Within fifteen (15) Business Days after receipt thereof, the Independent Accounting Firm shall deliver its determination of the disputed amounts and of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable, which determination shall be final and binding on each of the Parties. For the avoidance of doubt, the only matter the Independent Accounting Firm shall have the authority to determine shall be the CPR Payment Amount, including the value of any non-cash consideration, net third party indebtedness. The fees and expenses of the Independent Accounting Firm shall be paid in equal proportions (i.e., 50% each) by the Investor, on the one hand, and NMI, on the other hand. The CPR Payment Amount that is final and binding on the Parties, as determined either through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 6(a), is referred to as the “Final CPR Payment Amount”. The Independent Accounting Firm shall act as an expert under the New York CPLR. (b) If the Final CPR Payment Amount that is greater than the CPR Payment Amount, NMI shall pay to the Investor, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by the Investor. If the CPR Payment Amount is greater than the Final CPR Payment Amount, the Investor shall pay to NMI, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by NMI. Any payment required pursuant to this Section 6(b) shall be made in cash regardless of whether the CPR Payment Amount includes or is comprised of non-cash consideration.

Adjustment Procedures. (ai) The Investor Not later than 60 days after the Closing Date, the Buyer will have twenty prepare and deliver to Joseph Herson (20the "SELLERX' XXXXX") Business Days following delivery xx unaudited balance sheet (the "CLOSING BALANCE SHEET") of the CPR Notice during which to notify NMI in writing of any objections with respect to the calculation Company as of the CPR Payment AmountClosing Date, including consisting of a computation of the net book value of any non-cash considerationthe tangible assets (including without limitation receivables, net third party indebtedness security deposits and assets in respect of Taxes) of the Company (“Notice excluding the Distributed Assets, as defined in Section 1.7) as of Objection”). If the Investor fails to deliver a Notice Closing Date, less the book value of Objection the liabilities of the Company (excluding the Distributed Liabilities, as defined in Section 1.7) as of the Closing Date, all in accordance with this Section 6(agenerally accepted accounting principles consistently applied ("GAAP"), except as provided below. The tangible net book value reflected on the CPR Payment Amount Closing Balance Sheet is hereinafter called the "NET BOOK VALUE." The Closing Balance Sheet will be prepared in accordance with the following principles: (A) it will utilize the first in-first out (FIFO) method of inventory accounting; (B) the liabilities of the Company shall include any Tax liabilities associated with the conversion from the last in-first out (LIFO) method of accounting to the FIFO method of accounting; (C) there shall be conclusive included appropriate write-offs for doubtful accounts receivable and binding on the Parties. If the Investor submits a Notice of Objection, then (i) for fifteen (15) Business Days after the date upon which NMI receives the Notice of Objection, the Parties will each use their commercially reasonable efforts to agree on the calculation of the disputed amounts and (ii) failing such agreement within such fifteen (15) Business Day period, then the Investor and NMI, acting jointly, shall refer the matter for resolution to the Independent Accounting Firm. Promptly (but in any event within five (5) Business Days) after engagement of the Independent Accounting Firm, the Investor, on the one hand, and NMI, on the other hand, shall each deliver to the Independent Accounting Firm, a notice setting forth in reasonable detail their calculationbad debts, to the extent not already reserved for in dispute under the Notice listing of Objectionaccounts receivable, and for damaged, spoiled or obsolete inventory; (D) any receivables due the Company from any of the CPR Payment Amount as Sellers, any of the CPR Sale Transaction directors, officers, employees or Affiliates of the Company or any of the persons or entities contemplated by Section 7.8 shall be excluded as assets (except that any cash received contemporaneously with the Closing Date in satisfaction and payment of such receivables shall be included as assets); (E) the liabilities of the Company shall include appropriate accruals for all Tax liabilities of the Company associated with the distribution of the Distributed Assets and Distributed Liabilities or the CPR Dividend Payment Date, as applicable. Within fifteen (15) Business Days after receipt thereof, the Independent Accounting Firm shall deliver its determination forgiveness of any of the disputed amounts and Company's indebtedness or other liabilities or obligations owed to any of the CPR Payment Amount persons or entities referred to in Section 7.8 of this Agreement; (F) any amounts loaned or contributed by the Company to the Leasing Subsidiary (as defined in Section 1.7) shall not be included as an asset; (G) all goodwill carried on the Company's books shall not be included as an asset; (H) the Inducement Fee will not be included as a liability of the CPR Sale Transaction Company; (I) any liability of the Company owed to any persons or entities contemplated by Section 7.8 which is satisfied in connection with the Closing Date or shall not be included as a liability; and (J) the CPR Dividend Payment Date, as applicable, which determination values of the following asset categories shall be final and binding on each of the Parties. For the avoidance of doubt, the only matter the Independent Accounting Firm shall have the authority to determine shall be the CPR Payment Amount, including the value of any non-cash consideration, net third party indebtedness. The fees and expenses of the Independent Accounting Firm shall be paid in equal proportions (i.e., 50% each) by the Investor, on the one hand, and NMI, on the other hand. The CPR Payment Amount that is final and binding on the Parties, calculated as determined either through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 6(a), is referred to as the “Final CPR Payment Amount”. The Independent Accounting Firm shall act as an expert under the New York CPLR. (b) If the Final CPR Payment Amount that is greater than the CPR Payment Amount, NMI shall pay to the Investor, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by the Investor. If the CPR Payment Amount is greater than the Final CPR Payment Amount, the Investor shall pay to NMI, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by NMI. Any payment required pursuant to this Section 6(b) shall be made in cash regardless of whether the CPR Payment Amount includes or is comprised of non-cash consideration.follows:

Adjustment Procedures. (ai) The Investor will have twenty Within sixty (2060) Business Days days following delivery the Closing Date, ABI shall prepare and deliver to Buyer (A) an unaudited consolidated income statement of the CPR Notice during which to notify NMI Xxxxxx International Business for the twelve-month period ended on the Adjustment Date (the “Closing Income Statement”), and (B) a statement (the “Closing Statement”) setting forth ABI’s calculation of TTM Xxxxxx International Business EBITDA and the Adjustment Amount resulting therefrom. The Closing Income Statement shall be prepared for the Xxxxxx International Business in writing accordance with GAAP. The Closing Statement shall be derived from the Closing Income Statement and shall be prepared in accordance with the definitions in this Agreement. (ii) During the sixty (60) days immediately following Buyer’s receipt of the Closing Income Statement and the Closing Statement and any objections period of dispute thereafter with respect to such Closing Income Statement and/or Closing Statement, ABI shall, and shall cause each of its Subsidiaries to, (I) provide reasonable assistance to Buyer in the calculation review of the CPR Payment AmountClosing Income Statement and Closing Statement and provide Buyer and its representatives with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of ABI and its Subsidiaries for purposes of their review of the Closing Income Statement and the Closing Statement (in each case during regular business hours and upon reasonable prior notice), and (II) reasonably cooperate with Buyer and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary in connection with the value review of any non-cash considerationthe Closing Income Statement and the Closing Statement and reasonable access to all relevant personnel (including senior management, net third party indebtedness personnel responsible for accounting and finance and the outside accountants and advisors). The Closing Income Statement and the Closing Statement (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement) shall become final and binding upon the parties sixty (60) days following Buyer’s receipt thereof unless Buyer gives written notice of its disagreement (a “Notice of ObjectionDisagreement”) to ABI prior to such date (it being understood that any Notice of Disagreement may only dispute the Closing Income Statement or the Closing Statement on the basis that the amounts reflected therein are inaccurate or do not conform to the relevant definitions set forth in this Agreement); provided that the Closing Income Statement and the Closing Statement (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement) shall become final and binding upon the parties upon Buyer’s delivery, prior to the expiration of such 60-day period, of written notice to ABI of its acceptance of the Closing Income Statement and the Closing Statement (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement). If the Investor fails to deliver a Any Notice of Objection Disagreement shall specify in reasonable detail the nature of and basis for any disagreement so asserted. (iii) If a timely Notice of Disagreement is delivered by Buyer, then the Closing Income Statement and the Closing Statement (as revised in accordance with this Section 6(a2.02(b)(iii)) (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement) shall become final and binding upon the parties on the earlier of (A) the date all matters specified in the Notice of Disagreement are finally resolved in writing by Buyer and ABI and (B) the date all matters specified in the Notice of Disagreement not resolved by Buyer and ABI are finally resolved in writing by an independent, nationally recognized accounting, consulting or valuation firm mutually selected by Buyer and ABI (such firm, the CPR Payment Amount “Arbiter”). The Closing Income Statement and the Closing Statement shall be conclusive revised to the extent necessary to reflect any resolution by Buyer and binding on ABI and/or any mutually agreed final resolution made by the PartiesArbiter in accordance with this Section 2.02(b)(iii). If During the Investor submits thirty (30) days immediately following the delivery of a Notice of ObjectionDisagreement, then (i) for fifteen (15) Business Days after the date upon or such longer period as Buyer and ABI may agree in writing, Buyer and ABI shall seek in good faith to resolve in writing any differences which NMI receives they may have with respect to any matter specified in the Notice of ObjectionDisagreement, the Parties will each use their commercially reasonable efforts to agree on the calculation and all such discussions related thereto shall (unless otherwise agreed by Buyer and ABI) be governed by Rule 408 of the disputed amounts Federal Rules of Evidence (as in effect as of the date of this Agreement) and (ii) failing any applicable similar state rule. At the end of such agreement within 30-day period or such fifteen (15) Business Day agreed-upon longer period, then the Investor Buyer and NMI, acting jointly, ABI shall refer the matter for resolution submit to the Independent Accounting Firm. Promptly Arbiter for review and resolution of any and all matters (but only such matters) which remain in any event within five (5) Business Days) after engagement dispute and which were properly included in the Notice of Disagreement. Buyer and ABI shall instruct the Arbiter to, and the Arbiter shall, make a final determination of the Independent Accounting Firmitems included in the Closing Income Statement and the Closing Statement (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. Buyer and ABI will cooperate with the Arbiter during the term of its engagement. Buyer and ABI shall instruct the Arbiter not to, and the InvestorArbiter shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, and NMIor ABI, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or ABI, on the other hand. Buyer and ABI shall each deliver to also instruct the Independent Accounting FirmArbiter to, a notice setting and the Arbiter shall, make its determination based solely on presentations by Buyer and ABI that are in accordance with the guidelines and procedures set forth in reasonable detail their calculationthis Agreement (i.e., to not on the extent in dispute under basis of an independent review). The Closing Income Statement and the Notice of Objection, of Closing Statement (and the CPR Payment TTM Xxxxxx International Business EBITDA and Adjustment Amount as of set forth on the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable. Within fifteen (15Statement) Business Days after receipt thereof, the Independent Accounting Firm shall deliver its determination of the disputed amounts and of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable, which determination shall be become final and binding on each of the Parties. For parties hereto on the avoidance of doubt, date the only matter the Independent Accounting Firm shall have the authority Arbiter delivers its final resolution in writing to determine Buyer and ABI (which final resolution shall be requested by the CPR Payment Amountparties to be delivered not more than thirty (30) days following submission of such disputed matters), including and such resolution by the value of any non-cash consideration, net third party indebtednessArbiter shall not be subject to court review or otherwise appealable. The fees and expenses of the Independent Accounting Firm shall be paid in equal proportions (i.e., 50% each) by the Investor, on the one hand, and NMI, on the other hand. The CPR Payment Amount that is final and binding on the Parties, as determined either through agreement of the Parties or through the action of the Independent Accounting Firm Arbiter pursuant to this Section 6(a), is referred to as the “Final CPR Payment Amount”. The Independent Accounting Firm shall act as an expert under the New York CPLR. (b) If the Final CPR Payment Amount that is greater than the CPR Payment Amount, NMI shall pay to the Investor, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by the Investor. If the CPR Payment Amount is greater than the Final CPR Payment Amount, the Investor shall pay to NMI, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by NMI. Any payment required pursuant to this Section 6(b2.02(b)(iii) shall be made in cash regardless of whether the CPR Payment Amount includes or is comprised of non-cash considerationpaid 50% by Buyer and 50% by ABI.

Adjustment Procedures. The Acquiror will prepare an unaudited balance sheet (athe "Closing Balance Sheet") of the Company as of the Closing Date, including a computation of the Net Working Capital as of the Closing Date. The Investor Acquiror will have twenty (20) Business Days deliver the Closing Balance Sheet to the Stockholders' Agents within 45 days after the Closing Date. If within 15 days following delivery of the CPR Notice during which to notify NMI in writing Closing Balance Sheet, the Stockholders' Agents have not given the Acquiror notice of any objections with respect an objection to the calculation Closing Balance Sheet (such notice must contain a statement of the CPR Payment basis of the objections) (a "Qualifying Objection"), then the Net Working Capital reflected in the Closing Balance Sheet will be used in computing the Adjustment Amount, including the value of any non-cash consideration, net third party indebtedness (“Notice of Objection”). If the Investor fails to deliver Stockholders' Agents give notice of a Notice Qualifying Objection (the date of such notice the "Objection in accordance with this Section 6(aDate"), then the CPR Payment Amount chief financial officer of the Acquiror and the Stockholders' Agents shall be conclusive attempt to resolve the dispute and binding on to agree in writing upon the PartiesNet Working Capital within 20 days after the Objection Date. If the Investor submits a Notice of Objectiondispute has not been resolved within such 20-day period, then the issues in dispute will be submitted to KPMG LLP, or another mutually acceptable certified public accountant which has not been retained by either the Acquiror or the Company within the preceding three calendar years (the "Accountants"), for resolution within 50 days after the Objection Date. If issues in dispute are submitted to the Accountants for resolution, (i) for fifteen (15) Business Days after each party will furnish the date upon which NMI receives the Notice of Objection, the Parties will each use their commercially reasonable efforts Accountants with such workpapers and other documents and information relating to agree on the calculation of the disputed amounts issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants, (ii) failing such agreement within such fifteen (15) Business Day periodthe determination by the Accountants, then as set forth in a notice delivered to both parties by the Investor Accountants, will be binding and NMI, acting jointly, shall refer the matter for resolution to the Independent Accounting Firm. Promptly (but in any event within five (5) Business Days) after engagement of the Independent Accounting Firm, the Investor, conclusive on the one hand, parties and NMI, on (iii) the other hand, Acquiror and the Stockholders' Agents shall each deliver to share the Independent Accounting Firm, a notice setting forth in reasonable detail their calculation, to the extent in dispute under the Notice of Objection, of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable. Within fifteen (15) Business Days after receipt thereof, the Independent Accounting Firm shall deliver its determination of the disputed amounts and of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable, which determination shall be final and binding on each of the Parties. For the avoidance of doubt, the only matter the Independent Accounting Firm shall have the authority to determine shall be the CPR Payment Amount, including the value of any non-cash consideration, net third party indebtedness. The fees and expenses of the Independent Accounting Firm Accountants based upon what portion of the changes called for in the Stockholders' Agents' Qualifying Objection are reflected in the final determination of the Net Working Capital by the Accountants, as follows: (1) the Stockholders' Agents shall be paid responsible for an amount equal to the total amount of such fees and expenses multiplied by a fraction, the numerator of which is the excess (if any) of (A) the Net Working Capital as shown on the Closing Balance Sheet (after adjusting the Closing Balance Sheet to reflect all of the changes called for in equal proportions the Qualifying Objection) over (i.e., 50% eachB) the Net Working Capital as finally determined by the InvestorAccountants, and the denominator of which is the excess of (C) the Net Working Capital as shown on the one hand, and NMI, Closing Balance Sheet (after adjusting the Closing Balance Sheet to reflect all of the changes called for in the Qualifying Objection) over (D) the Net Working Capital as shown on the other hand. The CPR Payment Amount that is final Closing Balance Sheet; and binding on the Parties, as determined either through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 6(a), is referred to as the “Final CPR Payment Amount”. The Independent Accounting Firm shall act as an expert under the New York CPLR. (b) If the Final CPR Payment Amount that is greater than the CPR Payment Amount, NMI shall pay to the Investor, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by the Investor. If the CPR Payment Amount is greater than the Final CPR Payment Amount, the Investor shall pay to NMI, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by NMI. Any payment required pursuant to this Section 6(b) Acquiror shall be made in cash regardless responsible for the balance of whether the CPR Payment Amount includes or is comprised of non-cash considerationsuch fees and expenses.

Adjustment Procedures. The Closing Adjustment described in Section 1.3(a) will be determined as follows: (ai) Within sixty (60) days after the Closing Date, QUES shall prepare and deliver to the BCS Stockholder, in accordance with GAAP, consistently applied, a balance sheet of BCS as of the Closing Date which shall set forth the Closing Date Working Capital (the “Final Balance Sheet”). In the event of a conflict between GAAP, consistently applied, the principals and sample calculation set forth on Schedule 1.3(b)(i) shall control. (ii) The Investor BCS Stockholder and any professionals chosen by the BCS Stockholder shall have the right to review the books and records of QUES and BCS relating to, and the work papers of QUES and its advisors utilized in preparing the Final Balance Sheet. (iii) If the BCS Stockholder delivers a timely notice of disagreement, the BCS Stockholder shall attempt in good faith during the thirty (30) days immediately following QUES’ receipt of timely notice of disagreement to resolve any disagreement with respect to the Final Balance Sheet. If, at the conclusion of such thirty (30) day period, QUES and the BCS Stockholder have not resolved their disagreements regarding the Final Balance Sheet, QUES and the BCS Stockholder shall refer the items of disagreement for final determination to the Orange County, California office of an independent accounting firm which is mutually acceptable to QUES and the BCS Stockholder (the “Accountants”). However, if QUES and BCS Stockholder are unable to agree on such a firm which is willing to so serve, QUES shall deliver to the BCS Stockholder a list of two (2) independent regional accounting firms that are not auditors, tax advisors or other consultants to QUES or its affiliates or BCS and its affiliates, and the BCS Stockholder shall select one of such two (2) firms to be the Accountants within five (5) business days thereafter. The Accountants, the BCS Stockholder and QUES will have twenty enter into such engagement letters as required by the Accountants to perform under this Section 1.3(b)(iii). The Parties will be reasonably available for the Accountants, and shall instruct the Accountants to render a final determination within the thirty (2030) Business Days days immediately following delivery the referral to the Accountants. After the end of the CPR Notice during which to notify NMI in writing aforesaid thirty (30) day period, neither the BCS Stockholder nor QUES may introduce additional disagreements or increase the amount of any objections disagreement, and any item not so identified shall be deemed to be agreed to by all Parties and will be final and binding upon the Parties. If any dispute is submitted to the Accountants, each Party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party or its independent accountants, and each Party shall be afforded the opportunity to present the Accountants material relating to the determination and to discuss the determination with the Accountants. The Accountants shall act as an expert and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed amount to reflect such resolution. It is the intent of the BCS Stockholder and QUES that the process set forth in this Section 1.3(b)(iii) and the activities of the Accountants in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Notwithstanding anything to the contrary in this Agreement, the scope of the Accountants’ review of any dispute between the BCS Stockholder and QUES regarding the Final Balance Sheet and/or the calculation of the Closing Date Working Capital pursuant to this Section 1.3(b)(iii) shall be limited solely to the resolution of the objections to the calculation of the CPR Payment AmountClosing Date Working Capital that are set forth in the notice of disagreement, and the Accountants shall have no authority over any other disagreement (including the value but not limited to questions of any non-cash considerationLaw, net third party indebtedness (“Notice interpretation of Objection”contract, and fraud). If Within thirty (30) days after the Investor fails matter is submitted to deliver a Notice of Objection in accordance with this Section 6(a)the Accountants, the CPR Payment Amount Accountants shall issue a written report of its review, setting forth in reasonable detail its calculation of such Final Balance Sheet. The Final Balance Sheet shall be deemed to be conclusive and binding on all of the Parties. If Parties hereto upon (A) the Investor submits failure of the BCS Stockholder to deliver to QUES a Notice notice of Objection, then (i) for disagreement within fifteen (15) Business Days after the date upon which NMI receives the Notice business days of Objection, the Parties will each use their commercially reasonable efforts to agree on the calculation receipt of the disputed amounts Final Balance Sheet prepared by QUES, (B) resolution of any disagreement by mutual agreement of QUES and the BCS Stockholder after a timely notice of disagreement has been delivered to QUES, or (iiC) failing such agreement within such fifteen (15) Business Day period, then notification by the Investor and NMI, acting jointly, shall refer the matter for resolution to the Independent Accounting Firm. Promptly (but in any event within five (5) Business Days) after engagement Accountants of the Independent Accounting Firm, the Investor, on the one hand, and NMI, on the other hand, shall each deliver to the Independent Accounting Firm, a notice setting forth in reasonable detail their calculation, to the extent in dispute under the Notice of Objection, of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable. Within fifteen (15) Business Days after receipt thereof, the Independent Accounting Firm shall deliver its final determination of the disputed amounts and items of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable, which determination shall be final and binding on each of the Parties. For the avoidance of doubt, the only matter the Independent Accounting Firm shall have the authority disagreement submitted to determine shall be the CPR Payment Amount, including the value of any non-cash consideration, net third party indebtedness. them. (iv) The fees and expenses disbursements of the Independent Accounting Firm Accountants under this Section 1.3(b)(iii) shall be borne one-half (1/2) by the BCS Stockholder and one-half (1/2) by QUES. With respect to amounts the BCS Stockholder is obligated to pay hereunder, such amounts shall be paid through a reduction in equal proportions (i.e., 50% each) by the Investor, on principal balance due to the one hand, and NMI, on BCS Stockholder under the Note or any other hand. The CPR Payment Amount that is final and binding on the Parties, as determined either through agreement amounts of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 6(a), is referred to as the “Final CPR Payment Amount”. The Independent Accounting Firm shall act as an expert under the New York CPLR. (b) If the Final CPR Payment Amount that is greater than the CPR Payment Amount, NMI shall pay Purchase Price payable to the InvestorBCS Stockholder hereunder, within two (2) Business Days after whether by right of setoff or otherwise, or if amounts payable hereunder are not sufficient, upon demand by QUES Buyer Parent, from the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by the Investor. If the CPR Payment Amount is greater than the Final CPR Payment Amount, the Investor shall pay to NMI, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by NMI. Any payment required pursuant to this Section 6(b) shall be made in cash regardless of whether the CPR Payment Amount includes or is comprised of non-cash considerationBCS Stockholder.

Adjustment Procedures. (ai) The Investor will have twenty Within sixty (2060) Business Days days following delivery the Closing Date, ABI shall prepare and deliver to Buyer (A) an unaudited consolidated income statement of the CPR Notice during which to notify NMI Xxxxxx International Business for the twelve-month period ended on the Adjustment Date (the “Closing Income Statement”), and (B) a statement (the “Closing Statement”) setting forth ABI’s calculation of TTM Xxxxxx International Business EBITDA and the Adjustment Amount resulting therefrom. The Closing Income Statement shall be prepared for the Xxxxxx International Business in writing accordance with GAAP. The Closing Statement shall be derived from the Closing Income Statement and shall be prepared in accordance with the definitions in this Agreement. (ii) During the sixty (60) days immediately following Xxxxx’s receipt of the Closing Income Statement and the Closing Statement and any objections period of dispute thereafter with respect to such Closing Income Statement and/or Closing Statement, ABI shall, and shall cause each of its Subsidiaries to, (I) provide reasonable assistance to Buyer in the calculation review of the CPR Payment AmountClosing Income Statement and Closing Statement and provide Buyer and its representatives with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of ABI and its Subsidiaries for purposes of their review of the Closing Income Statement and the Closing Statement (in each case during regular business hours and upon reasonable prior notice), and (II) reasonably cooperate with Buyer and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary in connection with the value review of any non-cash considerationthe Closing Income Statement and the Closing Statement and reasonable access to all relevant personnel (including senior management, net third party indebtedness personnel responsible for accounting and finance and the outside accountants and advisors). The Closing Income Statement and the Closing Statement (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement) shall become final and binding upon the parties sixty (60) days following Xxxxx’s receipt thereof unless Xxxxx gives written notice of its disagreement (a “Notice of ObjectionDisagreement”) to ABI prior to such date (it being understood that any Notice of Disagreement may only dispute the Closing Income Statement or the Closing Statement on the basis that the amounts reflected therein are inaccurate or do not conform to the relevant definitions set forth in this Agreement); provided that the Closing Income Statement and the Closing Statement (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement) shall become final and binding upon the parties upon Buyer’s delivery, prior to the expiration of such 60-day period, of written notice to ABI of its acceptance of the Closing Income Statement and the Closing Statement (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement). If the Investor fails to deliver a Any Notice of Objection Disagreement shall specify in reasonable detail the nature of and basis for any disagreement so asserted. (iii) If a timely Notice of Disagreement is delivered by Buyer, then the Closing Income Statement and the Closing Statement (as revised in accordance with this Section 6(a2.02(b)(iii)) (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement) shall become final and binding upon the parties on the earlier of (A) the date all matters specified in the Notice of Disagreement are finally resolved in writing by Xxxxx and XXX and (B) the date all matters specified in the Notice of Disagreement not resolved by Xxxxx and XXX are finally resolved in writing by an independent, nationally recognized accounting, consulting or valuation firm mutually selected by Xxxxx and XXX (such firm, the CPR Payment Amount “Arbiter”). The Closing Income Statement and the Closing Statement shall be conclusive revised to the extent necessary to reflect any resolution by Xxxxx and binding on ABI and/or any mutually agreed final resolution made by the PartiesArbiter in accordance with this Section 2.02(b)(iii). If During the Investor submits thirty (30) days immediately following the delivery of a Notice of ObjectionDisagreement, then (i) for fifteen (15) Business Days after the date upon or such longer period as Xxxxx and ABI may agree in writing, Buyer and ABI shall seek in good faith to resolve in writing any differences which NMI receives they may have with respect to any matter specified in the Notice of ObjectionDisagreement, the Parties will each use their commercially reasonable efforts to agree on the calculation and all such discussions related thereto shall (unless otherwise agreed by Xxxxx and ABI) be governed by Rule 408 of the disputed amounts Federal Rules of Evidence (as in effect as of the date of this Agreement) and (ii) failing any applicable similar state rule. At the end of such agreement within 30-day period or such fifteen (15) Business Day agreed-upon longer period, then the Investor Buyer and NMI, acting jointly, ABI shall refer the matter for resolution submit to the Independent Accounting Firm. Promptly Arbiter for review and resolution of any and all matters (but only such matters) which remain in any event within five (5) Business Days) after engagement dispute and which were properly included in the Notice of Disagreement. Buyer and ABI shall instruct the Arbiter to, and the Arbiter shall, make a final determination of the Independent Accounting Firmitems included in the Closing Income Statement and the Closing Statement (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. Buyer and ABI will cooperate with the Arbiter during the term of its engagement. Buyer and ABI shall instruct the Arbiter not to, and the InvestorArbiter shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, and NMIor ABI, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or ABI, on the other hand. Buyer and ABI shall each deliver to also instruct the Independent Accounting FirmArbiter to, a notice setting and the Arbiter shall, make its determination based solely on presentations by Buyer and ABI that are in accordance with the guidelines and procedures set forth in reasonable detail their calculationthis Agreement (i.e., to not on the extent in dispute under basis of an independent review). The Closing Income Statement and the Notice of Objection, of Closing Statement (and the CPR Payment TTM Xxxxxx International Business EBITDA and Adjustment Amount as of set forth on the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable. Within fifteen (15Statement) Business Days after receipt thereof, the Independent Accounting Firm shall deliver its determination of the disputed amounts and of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable, which determination shall be become final and binding on each of the Parties. For parties hereto on the avoidance of doubt, date the only matter the Independent Accounting Firm shall have the authority Arbiter delivers its final resolution in writing to determine Buyer and ABI (which final resolution shall be requested by the CPR Payment Amountparties to be delivered not more than thirty (30) days following submission of such disputed matters), including and such resolution by the value of any non-cash consideration, net third party indebtednessArbiter shall not be subject to court review or otherwise appealable. The fees and expenses of the Independent Accounting Firm shall be paid in equal proportions (i.e., 50% each) by the Investor, on the one hand, and NMI, on the other hand. The CPR Payment Amount that is final and binding on the Parties, as determined either through agreement of the Parties or through the action of the Independent Accounting Firm Arbiter pursuant to this Section 6(a), is referred to as the “Final CPR Payment Amount”. The Independent Accounting Firm shall act as an expert under the New York CPLR. (b) If the Final CPR Payment Amount that is greater than the CPR Payment Amount, NMI shall pay to the Investor, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by the Investor. If the CPR Payment Amount is greater than the Final CPR Payment Amount, the Investor shall pay to NMI, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by NMI. Any payment required pursuant to this Section 6(b2.02(b)(iii) shall be made in cash regardless of whether the CPR Payment Amount includes or is comprised of non-cash considerationpaid 50% by Buyer and 50% by ABI.

Adjustment Procedures. (ai) The Investor will have twenty Within sixty (2060) Business Days days following delivery the Closing Date, ABI shall prepare and deliver to Buyer (A) an unaudited consolidated income statement of the CPR Notice during which to notify NMI Xxxxxx International Business for the twelve-month period ended on the Adjustment Date (the “Closing Income Statement”), and (B) a statement (the “Closing Statement”) setting forth ABI’s calculation of TTM Xxxxxx International Business EBITDA and the Adjustment Amount resulting therefrom. The Closing Income Statement shall be prepared for the Xxxxxx International Business in writing accordance with GAAP. The Closing Statement shall be derived from the Closing Income Statement and shall be prepared in accordance with the definitions in this Agreement. (ii) During the sixty (60) days immediately following Buyer’s receipt of the Closing Income Statement and the Closing Statement and any objections period of dispute thereafter with respect to such Closing Income Statement and/or Closing Statement, ABI shall, and shall cause each of its Subsidiaries to, (I) provide reasonable assistance to Buyer in the calculation review of the CPR Payment AmountClosing Income Statement and Closing Statement and provide Buyer and its representatives with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of ABI and its Subsidiaries for purposes of their review of the Closing Income Statement and the Closing Statement (in each case during regular business hours and upon reasonable prior notice), and (II) reasonably cooperate with Buyer and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary in connection with the value review of any non-cash considerationthe Closing Income Statement and the Closing Statement and reasonable access to all relevant personnel (including senior management, net third party indebtedness personnel responsible for accounting and finance and the outside accountants and advisors). The Closing Income Statement and the Closing Statement (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement) shall become final and binding upon the parties sixty (60) days following Buyer’s receipt thereof unless Buyer gives written notice of its disagreement (a “Notice of ObjectionDisagreement”) to ABI prior to such date (it being understood that any Notice of Disagreement may only dispute the Closing Income Statement or the Closing Statement on the basis that the amounts reflected therein are inaccurate or do not conform to the relevant definitions set forth in this Agreement); provided that the Closing Income Statement and the Closing Statement (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement) shall become final and binding upon the parties upon Buyer’s delivery, prior to the expiration of such 60-day period, of written notice to ABI of its acceptance of the Closing Income Statement and the Closing Statement (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement). If the Investor fails to deliver a Any Notice of Objection Disagreement shall specify in reasonable detail the nature of and basis for any disagreement so asserted. (iii) If a timely Notice of Disagreement is delivered by Buyer, then the Closing Income Statement and the Closing Statement (as revised in accordance with this Section 6(a2.02(b)(iii)) (and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth on the Closing Statement) shall become final and binding upon the parties on the earlier of (A) the date all matters specified in the Notice of Disagreement are finally resolved in writing by Buyer and ABI and (B) the date all matters specified in the Notice of Disagreement not resolved by Buyer and ABI are finally resolved in writing by an independent, nationally recognized accounting, consulting or valuation firm mutually selected by Buyer and ABI (such firm, the CPR Payment Amount “Arbiter”). The Closing Income Statement and the Closing Statement shall be conclusive revised to the extent necessary to reflect any resolution by Buyer and binding on ABI and/or any mutually agreed final resolution made by the PartiesArbiter in accordance with this Section 2.02(b)(iii). If During the Investor submits thirty (30) days immediately following the delivery of a Notice of ObjectionDisagreement, then (i) for fifteen (15) Business Days after the date upon or such longer period as Buyer and ABI may agree in writing, Buyer and ABI shall seek in good faith to resolve in writing any differences which NMI receives they may have with respect to any matter specified in the Notice of ObjectionDisagreement, the Parties will each use their commercially reasonable efforts to agree on the calculation and all such discussions related thereto shall (unless otherwise agreed by Buyer and ABI) be governed by Rule 408 of the disputed amounts Federal Rules of Evidence (as in effect as of the date of this Agreement) and (ii) failing any applicable similar state rule. At the end of such agreement within 30‑day period or such fifteen (15) Business Day agreed-upon longer period, then the Investor Buyer and NMI, acting jointly, ABI shall refer the matter for resolution submit to the Independent Accounting Firm. Promptly Arbiter for review and resolution of any and all matters (but only such matters) which remain in any event within five (5) Business Days) after engagement dispute and which were properly included in the Notice of Disagreement. Buyer and ABI shall instruct the Arbiter to, and the Arbiter shall, make a final determination of the Independent Accounting Firmitems included in the Closing Income Statement and the Closing Statement (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. Buyer and ABI will cooperate with the Arbiter during the term of its engagement. Buyer and ABI shall instruct the Arbiter not to, and the InvestorArbiter shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, and NMIor ABI, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or ABI, on the other hand. Buyer and ABI shall each deliver to also instruct the Independent Accounting FirmArbiter to, a notice setting and the Arbiter shall, make its determination based solely on presentations by Buyer and ABI that are in accordance with the guidelines and procedures set forth in reasonable detail their calculationthis Agreement (i.e., to not on the extent in dispute under basis of an independent review). The Closing Income Statement and the Notice of Objection, of Closing Statement (and the CPR Payment TTM Xxxxxx International Business EBITDA and Adjustment Amount as of set forth on the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable. Within fifteen (15Statement) Business Days after receipt thereof, the Independent Accounting Firm shall deliver its determination of the disputed amounts and of the CPR Payment Amount as of the CPR Sale Transaction Closing Date or the CPR Dividend Payment Date, as applicable, which determination shall be become final and binding on each of the Parties. For parties hereto on the avoidance of doubt, date the only matter the Independent Accounting Firm shall have the authority Arbiter delivers its final resolution in writing to determine Buyer and ABI (which final resolution shall be requested by the CPR Payment Amountparties to be delivered not more than thirty (30) days following submission of such disputed matters), including and such resolution by the value of any non-cash consideration, net third party indebtednessArbiter shall not be subject to court review or otherwise appealable. The fees and expenses of the Independent Accounting Firm shall be paid in equal proportions (i.e., 50% each) by the Investor, on the one hand, and NMI, on the other hand. The CPR Payment Amount that is final and binding on the Parties, as determined either through agreement of the Parties or through the action of the Independent Accounting Firm Arbiter pursuant to this Section 6(a), is referred to as the “Final CPR Payment Amount”. The Independent Accounting Firm shall act as an expert under the New York CPLR. (b) If the Final CPR Payment Amount that is greater than the CPR Payment Amount, NMI shall pay to the Investor, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by the Investor. If the CPR Payment Amount is greater than the Final CPR Payment Amount, the Investor shall pay to NMI, within two (2) Business Days after the CPR Payment Amount becomes final and binding pursuant to Section 6(a), an amount in cash equal to such difference by wire transfer in immediately available funds to an account designated by NMI. Any payment required pursuant to this Section 6(b2.02(b)(iii) shall be made in cash regardless of whether the CPR Payment Amount includes or is comprised of non-cash considerationpaid 50% by Buyer and 50% by ABI.