Common use of Adjustment Statement Dispute Resolution Clause in Contracts

Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such disputed items through good faith negotiations within thirty (30) days after Seller’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Pittsburgh, Pennsylvania office of Deloitte LLP (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller Sellers timely notifies notify Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after Seller’s Sellers’ delivery of such written notice of objection, then, then the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby a nationally or regionally recognized, the Pittsburghindependent, Pennsylvania office of Deloitte LLP public accounting firm mutually agreed upon by Seller and Buyer in writing (which shall not have any material relationship with Buyer or Sellers) (the “Independent Accountants”). Buyer and Seller Sellers shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.4. The Independent Accountants shall act as an expert (and not as an arbitrator) to resolve all disputed matters based solely on presentations by Buyer and Sellers (and not by independent review) and on the definitions and other terms included in this Agreement. The Independent Accountants shall determine and report in writing to Buyer and Seller Sellers as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such . Such determinations by the Independent Accountants shall be final, binding and conclusive as to Buyer, Seller Sellers, and their respective AffiliatesAffiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party against which such determination is to be enforced. In resolving any With respect to each disputed item, the Independent Accountants shall: (a) be bound shall adopt a position that is either equal to Buyer’s proposed position, equal to Sellers’ proposed position, or between the positions proposed by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this AgreementSellers. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., SellerSellers, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that werewas, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller the Sellers’ Representative timely notifies Buyer in accordance with Section 2.4.2 the Purchaser of an objection by the Sellers’ Representative to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustmentin accordance with Section 2.5.2, and if Buyer the Sellers’ Representative and Seller the Purchaser are unable to resolve such disputed items dispute through good faith negotiations within thirty (30) days after Sellerthe Sellers’ Representative’s delivery of such written notice Notice of objectionDisagreement, then, then either the parties shall Sellers’ Representative or the Purchaser may require that the Sellers’ Representative and the Purchaser mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, Ernst & Young LLP, or, if such firm declines the Pittsburghrepresentation, Pennsylvania office of Deloitte LLP an internationally recognized accounting firm mutually agreed to by the Sellers’ Representative and the Purchaser (the accounting firm ultimately chosen, the “Independent AccountantsAccounting Referee”). Buyer The Sellers’ Representative and Seller shall have the opportunity Purchaser will cooperate with the Accounting Referee in good faith and in all reasonable respects as may be requested by the Accounting Referee, including providing the Accounting Referee reasonable access during normal business hours and on reasonable advance notice to present their positions with respect any relevant personnel, properties, and books and records of the Acquired Entities. The Sellers’ Representative and the Purchaser will cause the Accounting Referee to limit its review and determination to those items set forth on the Notice of Disagreement that remain in dispute and that relate to accounting matters, and to deliver a written report containing its calculations of each such disputed matters to item. The final determination of the Independent Accountants Accounting Referee will be made in strict accordance with the requirements terms of Section 2.4this Agreement (including the definitions of Closing Working Capital, Closing Cash, Closing Indebtedness, Selling Expenses and Accrued Tax Liabilities). The Independent Accountants Accounting Referee will determine the items in dispute solely based on written submissions made by the Sellers’ Representative and the Purchaser (and their respective Representatives) consistent with the terms hereof (and not by independent review). The Accounting Referee shall determine and report in writing to Buyer the Sellers’ Representative and Seller the Purchaser as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty thirty (2030) days after such submission or such longer period as the Independent Accountants Accounting Referee may reasonably require, and such determinations shall be final, binding and conclusive as to Buyeron the Parties, Seller absent manifest error, and upon which a judgment may be entered by a court of competent jurisdiction. None of the Sellers’ Representative, the Purchaser or their respective AffiliatesRepresentatives will have any ex parte communications or meetings with the Accounting Referee concerning the subject matter hereof without the prior written consent of the other Party. In resolving The Accounting Referee will not assign a value to any disputed item, item that is greater than the Independent Accountants shall: (a) be bound greater value for such disputed item claimed by either Party in its written submission or less than the provisions of this Article 2 and the definitions pertaining hereto; (b) select lesser value for such item claimed by either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict Party in its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreementsubmission. The fees and disbursements of the Independent Accountants Accounting Referee shall be borne by the party Parties (i.e., Sellerthe Sellers’ Representative (on behalf of the Sellers), on the one hand, and Buyeror the Purchaser, on the other hand) that proportionately, based on the amount assigned an aggregate amount by each Party to items in dispute that dispute, on a net basis, relative to the amount finally determined by the Accounting Referee (or equally in the event the Parties’ assigned amounts were, on a net basis, furthest in amount equally far from the amount finally determined by the Independent AccountantsAccounting Referee).

Adjustment Statement Dispute Resolution. If Seller Company Members timely notifies Buyer in accordance with Section 2.4.2 of an objection deliver to Iconic a Working Capital Dispute Notice, Company Members and Iconic shall use good faith efforts to resolve any such dispute. If Company Members and Iconic are able to resolve such dispute, the Preliminary Adjustment Working Capital Statement or as revised by the Preliminary Post-Closing Adjustment, Parties shall be deemed to be final and if Buyer binding on the Parties as revised. If Company Members and Seller Iconic are unable to resolve such disputed items through good faith negotiations dispute within thirty (30) days after Seller’s Company Members’ delivery of such written notice of objectionWorking Capital Dispute Notice, then, then the parties Parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Pittsburgh, Pennsylvania office of Deloitte by EisnerAmper LLP (the “Independent Accountants”). Buyer In resolving any disputed item, the Independent Accountants shall: (i) be bound by the provisions of this Agreement and Seller shall have the opportunity definitions pertaining hereto, (ii) assign a value to present their positions any item only within the range of the differences between Iconic’s position in the Working Capital Statement and Company Members’ position in the Working Capital Dispute Notice with respect to such disputed matters item, (iii) restrict their decision to such items which are then in dispute, and (iv) only review (A) this Agreement, (B) the Working Capital Statement and the Working Capital Dispute Notice, and (C) any information requested by the Independent Accountants in accordance the next sentence in resolving any matter which is in dispute. The Parties will provide the Independent Accountants with all books and records and other information and documentation in their possession reasonably relevant to the requirements of Section 2.4determinations to be made by it as may be requested by the Independent Accountants. The Independent Accountants shall determine and report in writing to Buyer and Seller make a written determination as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty thirty (2030) days after such submission or such longer period as the Independent Accountants may reasonably requiresubmission, and such determinations determination shall be final, binding and conclusive as to Buyer, Seller the Parties and their respective AffiliatesAffiliates and will be neither appealable nor contestable. In resolving any disputed item, the Independent Accountants shall: (aThe Working Capital as finally determined pursuant to Section 2.01(d) be bound by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. The fees and disbursements of the Independent Accountants 2.01(e) shall be borne by the party final Working Capital (i.e., Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants“Final Working Capital”).

Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such disputed items through good faith negotiations within thirty (30) days after Seller’s delivery of such written notice of objection, then, then the parties shall mutually engage and submit only such disputed items to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the PittsburghXxxxx Xxxxxxxx LLP or, Pennsylvania office of Deloitte LLP if such firm is unable or unwilling to act, such other nationally or regionally recognized, independent, public accounting firm mutually agreed upon by Seller and Buyer in writing (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, ; and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. Absent manifest error, such determinations by the Independent Accountants shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party against which such determination is to be enforced. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that werewas, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller Sellers’ Representative timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller Sellers’ Representative are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after SellerSellers’ Representative’s delivery of such written notice of objection, then, then the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby KPMG LLP or if such firm is unable or unwilling to act, the Pittsburghsuch other nationally recognized, Pennsylvania office of Deloitte LLP independent, public accounting firm mutually agreed upon by Sellers’ Representative and Buyer in writing (which shall not have any material relationship with Bxxxx, Sellers, Holdco or Sellers’ Representative) (the “Independent Accountants”). If Sellers’ Representative and Buyer are unable to agree on the Independent Accountants, then each of Sellers’ Representative and Seller Buyer shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accountants. Bxxxx and Sellers’ Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller Sellers’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such . The parties hereto agree that all adjustments shall be made without regard to materiality. Such determinations by the Independent Accountants shall be final, binding and conclusive as to Buyer, Seller Sellers, Hxxxxx, Sellers’ Representative and their respective AffiliatesAffiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party against which such determination is to be enforced. In resolving any With respect to each disputed item, the Independent Accountants shall: (a) be bound shall adopt a position that is either equal to Bxxxx’s proposed position, equal to Sellers’ Representative’s proposed position, or inside of the range of the positions proposed by the provisions of this Article 2 Bxxxx and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect Sellers’ Representative. Each party shall use commercially reasonable efforts to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted furnish to the Independent Accountants in accordance with this Section 2.4.3. The such work papers and other documents and information pertaining to the disputed items as the Independent Accountant may reasonably request. For the avoidance of doubt, there shall deliver be no ex parte communications between any party and the Independent Accountants. Neither Buyer nor Sellers’ Representative will disclose to Buyer the Independent Accountants, and Seller a written report setting forth the resolution Independent Accountants will not consider for any purpose, the fact or content of any disagreement determined settlement discussions or settlement offer made by or on behalf of Buyer or Sellers’ Representative unless otherwise agreed by Bxxxx and Sxxxxxx’ Representative in accordance with the terms of this Agreementwriting. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., SellerSellers’ Representative (on behalf of Sellers and Holdco), on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that werewas, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants. Judgment may be entered upon the determination of the Independent Accountants in any court having jurisdiction over the party against which such determination is to be enforced.

Adjustment Statement Dispute Resolution. If Seller Sellers’ Representative timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller Sellers’ Representative are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after SellerSellers’ Representative’s delivery of such written notice of objection, then, then the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Pittsburgha nationally or regionally recognized, Pennsylvania office of Deloitte LLP independent, public accounting firm mutually agreed upon by Sellers’ Representative and Buyer in writing (which shall not have any material relationship with Buyer or Sellers) (the “Independent Accountants”). Buyer and Seller Sellers’ Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.4. The Independent Accountants shall act as an expert (and not as an arbitrator) to resolve all disputed matters based solely on presentations by Buyer and Sellers’ Representative (and not by independent review) and on the definitions and other terms included in this Agreement. The Independent Accountants shall determine and report in writing to Buyer and Seller Sellers’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such . Such determinations by the Independent Accountants shall be final, binding and conclusive as to Buyer, Seller Sellers, and their respective AffiliatesAffiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party against which such determination is to be enforced. In resolving any With respect to each disputed item, the Independent Accountants shall: (a) be bound shall adopt a position that is either equal to Buyer’s proposed position, equal to Sellers’ Representative proposed position, or between the positions proposed by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this AgreementSellers’ Representative. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., SellerSellers, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that werewas, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 2.3.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Seller and Buyer and Seller are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after Seller’s delivery of such written notice of objection, then, then the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby the Akron, the Pittsburgh, Pennsylvania Ohio office of Deloitte BDO USA LLP (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller the parties hereto. The parties will request such firm to review and their respective Affiliatesresolve the disputed items in a written report in accordance with the terms of this Agreement within thirty (30) days of such reference. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 Section 2.3 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as not assign a resolution for each item or amount disputed and may not impose an alternative resolution with respect value to any item greater than the higher value claimed for such item or amount disputedless than the lower value for such item claimed by either Seller or Buyer, and (c) restrict its decision to such items which are then in dispute dispute, and have been properly submitted to (d) only review this Agreement and the Independent Accountants written presentations of Seller and Buyer in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of resolving any disagreement determined matter which is in accordance with the terms of this Agreementdispute. The fees and disbursements of the Independent Accountants shall be borne equally by the party (i.e., Buyer and the Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller Sellers timely notifies notify Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller Sellers are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after Seller’s Sellers’ delivery of such written notice of objection, then, then the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby a nationally or regionally recognized, the Pittsburghindependent, Pennsylvania office of Deloitte LLP public accounting firm mutually agreed upon by Xxxxxxx and Xxxxx in writing (which shall not have any material relationship with Buyer or Sellers) (the “Independent Accountants”). Buyer and Seller Sellers shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.4. The Independent Accountants shall act as an expert (and not as an arbitrator) to resolve all disputed matters based solely on presentations by Xxxxx and Sellers (and not by independent review) and on the definitions and other terms included in this Agreement. The Independent Accountants shall determine and report in writing to Buyer and Seller Sellers as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such . Such determinations by the Independent Accountants shall be final, binding and conclusive as to Buyer, Seller Sellers, and their respective AffiliatesAffiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party against which such determination is to be enforced. In resolving any With respect to each disputed item, the Independent Accountants shall: (a) be bound shall adopt a position that is either equal to Xxxxx’s proposed position, equal to Xxxxxxx’ proposed position, or between the positions proposed by the provisions of this Article 2 Xxxxx and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this AgreementSellers. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., SellerSellers, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that werewas, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller Representative timely notifies Buyer in accordance with Section 2.4.2 2.7(b) of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller Representative are unable to resolve such disputed items dispute through good good-faith negotiations within thirty (30) 30 days after SellerRepresentative’s delivery of such written notice of objection, then, the parties then they shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby the Xxxxxxxxx, the Pittsburgh, Pennsylvania office of Deloitte Xxxx xxxxxx xx XXX XXX LLP (the “Independent Accountants”). If such accountants are unwilling or unable to serve as Independent Accountants, Buyer and Representative shall select by mutual agreement a different nationally-recognized certified public accounting firm, which firm shall not be rendering (and during the two-year period preceding the Closing Date shall not have rendered) regular auditing services to Buyer or, directly or indirectly, any Seller shall have the opportunity Party, to present their positions with respect to such disputed matters to serve as the Independent Accountants in accordance with the requirements of Section 2.4Accountants. The Independent Accountants shall determine and report in writing to Buyer and Seller Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) 20 days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, the Seller Parties, Representative and their respective Affiliates, absent manifest error. For purposes of complying with the terms set forth in this Section 2.7, each party shall cooperate with, and make available to, the other parties, their respective representatives and the Independent Accountants all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder. No party shall have any ex parte communications with the Independent Accountants. In resolving any disputed item, the Independent Accountants shall: (ai) be bound by the provisions of this Article 2 and the definitions pertaining heretoconsider only those items that are in dispute; (bii) select either choose one of the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution parties’ positions with respect to any item the calculation of the Closing Working Capital, the Closing Indebtedness, or amount disputedthe Professional Fees and Selling Expenses, as applicable, as are in dispute; and (ciii) restrict its decision to such not modify any items which that are then in dispute and have been properly submitted to not disputed by the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreementparties. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., SellerBuyer, on the one hand, or the Seller Parties on a joint and Buyerseveral basis, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined whose position is not accepted by the Independent AccountantsAccountants (or shall be prorated among them if more than one component (i.e., the Closing Working Capital, the Closing Indebtedness, or the Professional Fees and Selling Expenses) of the Preliminary Adjustment Statement is disputed, and, if the Independent Accountants accept some positions of each party, in such proportions as the Independent Accountants resolve the objections).

Adjustment Statement Dispute Resolution. If Seller the Company timely notifies Buyer in accordance with Section 2.4.2 2.8.2 of an objection by the Company to any information contained in the Preliminary Adjustment Statement or the Preliminary Post-Closing AdjustmentStatement, and if Buyer and Seller the Company are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after Sellerthe Company’s delivery of such written notice of objection, then, within the following fifteen (15) day period, the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Pittsburgh, Pennsylvania office of Deloitte LLP KPMG (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller the Company as to the resolution of all only the disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer and the Company. The Independent Accountants shall only review and decide the specific items under dispute by the parties, and shall adopt a position that is either equal to Buyer, Seller ’s proposed position or equal to the Company’s proposed position. The fees and their respective Affiliates. In resolving any disputed item, expenses of the Independent Accountants shall: (a) incurred in resolving the disputed matter will be bound equitably apportioned by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants based on the extent to which Buyer, on the one hand, and Sellers, on the other hand, is determined by the Independent Accountants to be the prevailing party in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreementeach such disputed matter. The fees and disbursements of the Independent Accountants auditors, investment bankers and other representatives of each party incurred in connection with its respective preparation or review of the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment shall be borne by the party (i.e., Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountantssuch party.

Adjustment Statement Dispute Resolution. If Seller Sellers’ Representative timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller Sellers’ Representative are unable to resolve such any disputed items or amounts through good faith negotiations within thirty (30) days after SellerSellers’ Representative’s delivery of such the written notice of objection, then, then either party may elect to have the parties shall mutually engage and submit only any such remaining disputed items or amounts to, and the same shall will be finally resolved in accordance with the provisions of this Agreement by, Deloitte LLP, or if this firm is unable or unwilling to act, another nationally recognized, independent, public accounting firm mutually agreed upon by Sellers’ Representative and Buyer in writing (which does not have any material relationship with Buyer, the Pittsburgh, Pennsylvania office of Deloitte LLP Seller or Sellers’ Representative) (the “Independent Accountants”). Buyer and Seller shall Sellers’ Representative will have the opportunity to present in writing their positions with respect to such on the disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.4. The Independent Accountants shall will determine and report in writing to Buyer and Seller Sellers’ Representative as to the resolution (and the basis for such resolution) of all disputed matters submitted to the Independent Accountants (including its determination of the Final Adjustment Statement, Final Post-Closing Adjustment and the components thereof, in each case to the extent in dispute) and the effect of such its determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such the submission or such a longer period as the Independent Accountants may reasonably require, and such . The determinations shall by the Independent Accountants will be final, binding and conclusive as to Buyer, the Seller Parties, Sellers’ Representative and their respective AffiliatesAffiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party against which the determination is to be enforced. In resolving any With respect to each disputed item, the Independent Accountants shall: (a) be bound will adopt a position that is either equal to Buyer’s proposed position, equal to Sellers’ Representative’s proposed position, or between the positions proposed by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this AgreementSellers’ Representative. The fees and disbursements of the Independent Accountants shall will be borne by the party (i.e., SellerSellers’ Representative (on behalf of the Seller Parties), on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that werewas, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants. The Independent Accountants shall include the apportionment of its fees and disbursements in its report to Buyer and Sellers’ Representative.

Adjustment Statement Dispute Resolution. If Seller the Equityholders’ Representative timely notifies Buyer provides Purchaser with an Objections Statement in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment2.11.2, and if Buyer the Equityholders’ Representative and Seller the Purchaser are unable to resolve such disputed items all objections set forth in the Objections Statement through good faith negotiations within thirty (30) days after Sellerthe Equityholders’ Representative’s delivery of such written notice of objectionthe Objections Statement, then, then the parties Equityholders’ Representative and the Purchaser shall mutually engage and submit only such disputed items all unresolved objections reflected in the Objections Statement to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby Xxxxx Xxxxxxxx LLP or, if such firm declines the representation, a reputable accounting firm mutually agreed on by the Equityholders’ Representative and the Purchaser (the accounting firm ultimately chosen, the Pittsburgh, Pennsylvania office of Deloitte LLP (the “Independent AccountantsAccounting Referee”). Buyer The Accounting Referee shall consider only those items in and Seller shall have amounts identified in the opportunity Objections Statement that the Purchaser and Equityholders’ Representative were unable to present their positions with respect to such disputed matters to the Independent Accountants resolve. The Accounting Referee’s determination will be based solely on, and calculated in accordance with with, the requirements definitions of Section 2.4. Indebtedness, Closing Working Capital, Selling Expenses and Transaction Consideration, as applicable, contained in this Agreement, including the principals of preparation set forth on Exhibit F. The Independent Accountants Accounting Referee shall determine and report in writing to Buyer the Equityholders’ Representative and Seller the Purchaser as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty thirty (2030) days after such submission or such longer period as the Independent Accountants Accounting Referee may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller on the Parties and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (a) upon which a judgment may be bound entered by the provisions a court of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreementcompetent jurisdiction. The fees and disbursements of the Independent Accountants Accounting Referee shall be borne allocated between the Purchaser and the Equityholders based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested in the presentation to the Accounting Referee. For example, if the Equityholders’ Representative submits an Objections Statement with objections totaling $1,000, and if the Purchaser contests only $500 of the amount claimed by the party Equityholders’ Representative, and if the Accounting Referee ultimately resolves the dispute by awarding the Equityholders $300 of the $500 contested, then the costs and expenses of the Accounting Referee will be allocated 60% (i.e. 300/500) to the Purchaser and 40% (i.e., Seller, on 200/500) to the one hand, Equityholders. The Purchaser and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined Equityholders shall each advance 50% of any advance retainer required by the Independent AccountantsAccounting Referee, subject to final allocation of fees and expenses pursuant to the previous sentence.

Adjustment Statement Dispute Resolution. If Seller Sellers’ Representative timely notifies Buyer in accordance with Section 2.4.2 2.5.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller Sellers’ Representative are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after SellerSellers’ Representative’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Pittsburgh, Pennsylvania office by an accounting firm of Deloitte LLP national reputation as shall be mutually acceptable to Buyer and Sellers’ Representative (the “Independent Accountants”). Buyer and Seller Sellers’ Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.42.5. The Independent Accountants shall determine and report in writing to Buyer and Seller Sellers’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller Sellers, Sellers’ Representative and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect provided that no such determination shall result in adjustments to any item or amount disputed, and (c) restrict its decision to such items which are then not in dispute and have been properly submitted to the Independent Accountants no adjustments shall be greater than claimed in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreementdispute by Sellers’ Representative. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Sellerallocated between Buyer, on the one hand, and BuyerSellers, collectively, on the other hand) , such that assigned an Sellers’ share of such fees and disbursements shall be in the same proportion that the aggregate amount of the disputed items and amounts submitted by Sellers’ Representative to items in dispute the Independent Accountants that were, on a net basis, furthest in amount from the amount are unsuccessfully disputed by Sellers’ Representative (as finally determined by the Independent Accountants) bears to the total amount of such disputed items and amounts so submitted by Sellers’ Representative to the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller Representative timely notifies Buyer Purchaser in accordance with Section 2.4.2 2.3(b) of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer Purchaser and Seller Representative are unable to resolve such disputed items dispute through good faith negotiations within thirty (30) 30 days after SellerSeller Representative’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby Gxxxx Xxxxxxxx LLP, the Pittsburghor other accounting firm mutually determined by Purchaser and Seller Representative, Pennsylvania office of Deloitte LLP in any case acting as an expert and not an arbitrator (the “Independent Accountants”). Buyer Purchaser and Seller Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.42.3. The Independent Accountants shall determine and report in writing to Buyer Purchaser and Seller Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) 20 days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to BuyerPurchaser, Seller Representative and their respective Affiliatesthe Stockholders. In resolving any With respect to each disputed item, the Independent Accountants shall: (a) be bound shall adopt a position that is either equal to Purchaser’s proposed position, equal to Seller Representative’s proposed position, or between the positions proposed by the provisions of this Article 2 Purchaser and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3Representative. The Independent Accountant shall deliver to Buyer costs and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. The fees and disbursements expenses of the Independent Accountants shall be borne allocated between Purchaser and Seller Representative based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if Seller Representative claims the party Preliminary Post-Closing Adjustment is $1,000 greater than the amount determined by Purchaser, and Purchaser contests only $500 of the amount claimed by Seller Representative, and if the Independent Accountants ultimately awards Seller Representative $300 of the $500 contested, then the costs and expenses of the Independent Accountants shall be allocated 60% (i.e., Seller300 ÷ 500) to Purchaser and 40% (i.e., on the one hand, and Buyer, on the other hand200 ÷ 500) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent AccountantsSeller Representative.

Adjustment Statement Dispute Resolution. If Seller the Stockholders’ Representative timely notifies Buyer in accordance with Section 2.4.2 the Purchaser of an objection by the Stockholders’ Representative to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustmentin accordance with Section 2.5.2, and if Buyer the Stockholders’ Representative and Seller the Purchaser are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after Sellerthe Stockholders’ Representative’s delivery of such written notice Notice of objectionDisagreement, then, then either the parties shall Stockholders’ Representative and the Purchaser may require that the Stockholders’ Representative and the Purchaser mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, PricewaterhouseCoopers or, if such firm declines the Pittsburghrepresentation, Pennsylvania office of Deloitte LLP a nationally recognized accounting firm mutually agreed to by the Stockholders’ Representative and the Purchaser (the accounting firm ultimately chosen, the “Independent AccountantsAccounting Referee”). Buyer The Stockholders’ Representative and Seller shall have Purchaser will cooperate with the opportunity Accounting Referee in good faith and in all reasonable respects as may be requested by the Accounting Referee, including providing the Accounting Referee reasonable access during normal business hours and on reasonable advance notice to present their positions with respect any relevant personnel, properties, and books and records of the Company and its Subsidiaries. The Stockholders’ Representative and Purchaser will cause the Accounting Referee to limit its review and determination to those items set forth on the Notice of Disagreement that remain in dispute and that relate to accounting matters, and to deliver a written report containing its calculations of each such disputed matters to item. The final determination of the Independent Accountants Accounting Referee will be made in strict accordance with the requirements terms of Section 2.4this Agreement (including the definitions of Closing Working Capital, Closing Company Cash and Closing Indebtedness). The Independent Accountants Accounting Referee will determine the items in dispute solely based on written submissions made by the Stockholders’ Representative and Purchaser (and their respective representatives) consistent with the terms hereof (and not by independent review). The Accounting Referee shall determine and report in writing to Buyer the Stockholders’ Representative and Seller the Purchaser as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty thirty (2030) days after such submission or such longer period as the Independent Accountants Accounting Referee may reasonably require, and such determinations shall be final, binding and conclusive as to Buyeron the Parties, Seller absent manifest error, and upon which a judgment may be entered by a court of competent jurisdiction. None of the Stockholders’ Representative, Purchaser, or their respective Affiliatesrepresentatives will have any ex parte communications or meetings with the Accounting Referee concerning the subject matter hereof without the prior written consent of the other Party. In resolving The Accounting Referee will not assign a value to any disputed item, item that is greater than the Independent Accountants shall: (a) be bound greater value for such disputed item claimed by either Party in its written submission or less than the provisions of this Article 2 and the definitions pertaining hereto; (b) select lesser value for such item claimed by either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict Party in its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreementsubmission. The fees and disbursements of the Independent Accountants Accounting Referee shall be borne by the party Party (i.e., Sellerthe Stockholders’ Representative, on the one hand, and Buyeror the Purchaser, on the other hand) that assigned an aggregate amount amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent AccountantsAccounting Referee (or equally in the event the Parties’ assigned amounts were, on a net basis, equally far from the amount finally determined by the Accounting Referee).

Adjustment Statement Dispute Resolution. If Seller Sellers timely notifies Buyer notify Buyers in accordance with Section 2.4.2 2.7(b)(ii) of an any objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer Buyers and Seller Sellers are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after Seller’s Sellers’ delivery of such written notice of objection, then, then the parties Parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Pittsburgh, Pennsylvania office of Deloitte LLP by an independent accounting firm mutually acceptable to Buyers and Sellers (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer Buyers and Seller Sellers as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission submission, or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliatesthe Parties hereto. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 Agreement (including this Section 2.7 and the definitions pertaining hereto and Exhibit B attached hereto); (b) select either the position of Buyer or Seller as not assign a resolution for each item or amount disputed and may not impose an alternative resolution with respect value to any item greater than the higher value claimed for such item or amount disputed, and less than the lower value claimed for such item by either Buyers or Sellers; (c) restrict its their decision to such items which are then in dispute dispute; and have been properly submitted to (d) only review this Agreement and the Independent Accountants written presentations of Buyers and Sellers in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of resolving any disagreement determined matter which is in accordance with the terms of this Agreementdispute. The fees and disbursements of the Independent Accountants shall be borne equally by the party (i.e., Seller, on the one hand, Buyers and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent AccountantsSellers.

Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such disputed items through good faith negotiations within thirty (30) days after Seller’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the Pittsburgh, Pennsylvania office of Deloitte by Xxxxx Xxxxxxxx LLP (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4; provided, that, neither party shall have any ex parte communications with the Independent Accountants. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all each disputed matters matter submitted to the Independent Accountants by conducting an item by item review of each such disputed matter and the effect of all such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission (or such longer period as the Independent Accountants may reasonably require), and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving any each disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 and the definitions pertaining heretohereto (including the policies and procedures described in Schedule 4.5(a)); (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and ; (c) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3; and (d) disregard any evidence of settlement proposals and negotiations between Seller and Buyer occurring prior to the date on which such disputed items were submitted to the Independent Accountants. The Independent Accountant Accountants shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such disputed items dispute through good faith negotiations within thirty (30) days after Seller’s delivery of such written notice Notice of objectionObjection, then, the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby the Chicago, the Pittsburgh, Pennsylvania Illinois office of Deloitte LLP (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters (each, a “Position Statement”) to the Independent Accountants Accountants, with a copy of such Position Statements simultaneously delivered to the other party, in accordance with the requirements of Section 2.4. None of Buyer, Seller or any of their respective representatives or Affiliates, shall have any ex parte communications or meetings with the Independent Accountants regarding the subject matter hereof without the other party’s prior written consent. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 and 2, the definitions pertaining hereto; hereto and the Accounting Principles, (b) select either an amount within the position range established with respect to such disputed item pursuant to the Position Statements of Buyer or and Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, (c) base its decision solely on the Position Statements submitted by the parties and not independent review, (d) make its decision in strict accordance with the terms of this Agreement, without regard to principles of equity, and (ce) restrict its decision solely to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3dispute. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. The fees and disbursements expenses of the Independent Accountants shall be borne by the party (i.e., SellerBuyer, on the one hand, and BuyerSeller, on the other hand) that assigned an aggregate , based on the percentage which the portion of the contested amount not awarded to items in dispute that were, on a net basis, furthest in amount from each party bears to the amount finally determined actually contested by such party. For example, if closing accounts payable is the only disputed item, and Buyer claims that closing accounts payable is $1,000, and Seller contests only $500 of the amount claimed by Buyer, and if the Independent AccountantsAccountants ultimately resolve the dispute by awarding Buyer $300 of the $500 contested, then the costs and expenses of Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Seller and 40% (i.e., 200 ÷ 500) to Buyer.

Adjustment Statement Dispute Resolution. If the Seller timely notifies Buyer in accordance with Section 2.4.2 the Purchaser of an objection any objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustmentin accordance with Section 2.5(b), and if Buyer the Seller and Seller the Purchaser are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after the Seller’s delivery of such written notice of objectionDispute Notice, then, then either the parties shall Seller or the Purchaser may require that the Seller and the Purchaser mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, Deloitte or, if such firm is then serving as auditor or independent accounting firm for any of the PittsburghSeller, Pennsylvania office the Company or the Purchaser or any of Deloitte LLP their respective Affiliates or declines the representation, a nationally recognized accounting firm mutually agreed to by the Seller and the Purchaser (the accounting firm ultimately chosen, the “Accounting Firm”) (it being understood that in making such determination, the Accounting Firm shall be functioning as an expert and not as an arbitrator). Each of the Seller and the Purchaser shall execute and deliver a customary engagement letter as may be reasonably requested by the Accounting Firm. The Seller and the Purchaser shall instruct the Accounting Firm that, within five (5) days following its acceptance of its appointment as the Accounting Firm, it shall deliver to the Seller and the Purchaser a written notice (the “Independent AccountantsAccounting Firm Notice”). Buyer ) setting forth (i) the deadline for the Seller’s and Seller shall have the opportunity to present Purchaser’s submission of the written presentations setting forth their respective positions with respect to the items set forth in the Dispute Notice (which deadline shall in all events be (A) the same for the Seller and the Purchaser and (B) no sooner than thirty (30) days following the date of delivery of the Accounting Firm Notice (unless otherwise mutually agreed in writing among the Accounting Firm, the Seller and the Purchaser) and no later than forty-five (45) days following the date of the Accounting Firm Notice) and (ii) the format in which the Seller and the Purchaser are to submit their written presentations (which format shall be reasonably acceptable to the Seller and the Purchaser). A copy of all materials submitted to the Accounting Firm pursuant to the immediately preceding sentence shall be provided by the Seller and the Purchaser, as applicable, no later than the deadline set forth in the Accounting Firm Notice (as the same may be amended by the mutual written consent of the Accounting Firm, the Seller and the Purchaser), and a copy of such materials shall be provided to the other Party concurrently with the submission thereof to the Accounting Firm. The Seller and the Purchaser will instruct the Accounting Firm to limit its review and determination to those items set forth on the Dispute Notice that remain in dispute and that relate to accounting matters, and to deliver a written report containing its calculations of each such disputed matters to item. The final determination of the Independent Accountants Accounting Firm will be made in strict accordance with the requirements terms of Section 2.4this Agreement (including the definitions of Closing Working Capital, Closing Company Cash, Selling Expenses and Closing Indebtedness). The Independent Accountants Accounting Firm will determine the items in dispute solely based on written submissions made by the Seller and the Purchaser (and their respective Representatives) consistent with the terms hereof, and not by independent review. The Accounting Firm shall determine and report in writing to Buyer the Seller and Seller the Purchaser as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty sixty (2060) days after the date on which such submission Accounting Firm is engaged or such longer period as the Independent Accountants Accounting Firm may reasonably require, and such determinations shall be final, binding and conclusive as to Buyeron the Parties, Seller absent manifest error, and upon which a judgment may be entered by a court of competent jurisdiction. None of the Seller, the Purchaser, or their respective AffiliatesRepresentatives will have any ex parte communications or meetings with the Accounting Firm concerning the subject matter hereof without the prior written consent of the other Party. In resolving The Accounting Firm shall not assign a value to any disputed item, item that is greater than the Independent Accountants shall: (a) be bound greater value for such disputed item claimed by either Party in its written submission or less than the provisions of this Article 2 and the definitions pertaining hereto; (b) select lesser value for such item claimed by either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict Party in its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreementsubmission. The fees and disbursements of the Independent Accountants Accounting Firm shall be borne by the party Party (i.e., the Seller, on the one hand, and Buyeror the Purchaser, on the other hand) that assigned an aggregate amount amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent AccountantsAccounting Firm (or equally in the event the Parties’ assigned amounts were, on a net basis, equally far from the amount finally determined by the Accounting Firm).

Adjustment Statement Dispute Resolution. If Seller the Parent timely notifies Buyer in accordance with Section 2.4.2 the Purchaser of an objection by the Seller Parties to the Preliminary Adjustment Statement or in accordance with Section 2.9.2, the Preliminary Post-Closing Adjustment, Parent and the Purchaser shall attempt to resolve such dispute through good faith negotiations and if Buyer the Parent and Seller the Purchaser are unable to resolve such disputed items dispute through good faith negotiations within thirty (30) days after Sellerthe Parent’s delivery of such written notice Notice of objectionDisagreement, then, then either the parties shall Parent or the Purchaser may require that the Parent and the Purchaser mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby a nationally recognized U.S. accounting firm that does not have a material relationship with any of the Parties and mutually agreed upon by the Parent and the Purchaser, each acting reasonably (the accounting firm ultimately chosen, the Pittsburgh, Pennsylvania office of Deloitte LLP (the “Independent AccountantsAccounting Referee”). Buyer In resolving matters submitted to it pursuant to this Section 2.9.3, the Accounting Referee (a) shall make its final determination on all matters within thirty (30) days of its appointment; (b) shall not hold any hearings; (c) shall not be entitled to take or order the taking of depositions or other testimony under oath; and Seller shall have the opportunity to present their positions (d) with respect to each matter submitted to it, shall not resolve such disputed matters matter in a manner that is more favorable to the Independent Accountants in accordance with Purchaser than the requirements Preliminary Adjustment Statement or more favorable to the Parent than the Notice of Section 2.4Disagreement. The Independent Accountants scope of the disputes to be resolved by the Accounting Referee shall determine and report in writing be limited to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on (i) whether the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution calculations thereon were prepared in accordance with U.S. GAAP with respect to any item or amount disputedmatters that were submitted for resolution to the Accounting Referee, (ii) whether there were mathematical errors in the Preliminary Adjustment Statement and (ciii) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount expenses allocation pursuant to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent AccountantsSection 2.9.4.

Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 2.3.2 of an objection to the Preliminary Adjustment Statement or and/or the Preliminary Post-Closing Adjustment, and if Seller and Buyer and Seller are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after Seller’s delivery of such written notice of objection, then, then the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby the New York, the Pittsburgh, Pennsylvania New York office of Deloitte PricewaterhouseCoopers LLP (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyerthe parties hereto. The parties will request that the Independent Accountants review and resolve the disputed items in a written report in accordance with the terms of this Agreement, Seller and their respective Affiliatesincluding the Accounting Principles, on a basis consistently applied, within twenty (20) days after submission of the disputed items to the Independent Accountants. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 Section 2.3 and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as not assign a resolution for each item or amount disputed and may not impose an alternative resolution with respect value to any item greater than the higher value claimed for such item or amount disputedless than the lower value for such item claimed, and in either case, by either Seller or Buyer, (c) restrict its decision to such items which are then in dispute dispute, and have been properly submitted to (d) only review this Agreement and the Independent Accountants written presentations of Seller and Buyer in accordance with this Section 2.4.3. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of resolving any disagreement determined matter which is in accordance with the terms of this Agreementdispute. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 2.4(b) of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, then Buyer and if Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller are unable to resolve such disputed items dispute through good faith negotiations within thirty fifteen (3015) days after Seller’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement byby the Cleveland, the Pittsburgh, Pennsylvania Ohio office of Deloitte LLP LLP, or if such firm is unable to act in such capacity, an accounting firm of national reputation mutually acceptable to Buyer and Seller (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters in writing to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (ai) be bound by the provisions of this Article 2 and the definitions pertaining hereto; (bii) select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (ciii) restrict its decision to such items which are then in dispute and have been properly submitted to the Independent Accountants in accordance with this Section 2.4.3dispute. The Independent Accountant shall deliver to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance with the terms of this Agreement. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Seller, on the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Seller timely Sellers’ Representative notifies Buyer in accordance with Section 2.4.2 of an objection to the Closing Balance Sheet, the Preliminary Adjustment Statement or the Preliminary Post-Closing AdjustmentAdjustment pursuant to Section 2.5.2, and if Buyer and Seller Sellers’ Representative are unable to resolve such disputed items dispute through good faith negotiations within thirty (30) days after SellerSellers’ Representative’s delivery of such written notice of objection, then, the parties shall mutually engage and submit only such disputed items dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, by the Pittsburgh, Pennsylvania Cleveland office of Deloitte & Touche USA LLP (the “Independent Accountants”). Buyer and Seller shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Seller Sellers’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty thirty (2030) days after such submission or such longer period as the Independent Accountants may reasonably require, and such . Such determinations shall be final, binding and conclusive as to Buyer, Seller Sellers, Sellers’ Representative and their respective Affiliates. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Article 2 Buyer and the definitions pertaining hereto; (b) select either the position of Buyer or Seller as a resolution for Sellers shall each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed, and (c) restrict its decision to such items which are then in dispute and have been properly submitted make readily available to the Independent Accountants in accordance with this Section 2.4.3. The all relevant work papers and books and records relating to the Acquired Companies, the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment as are requested by the Independent Accountant Accountants and shall deliver use commercially reasonable efforts to Buyer and Seller a written report setting forth the resolution of any disagreement determined in accordance cooperate with the terms of this AgreementIndependent Accountants in resolving any disputed matters. The fees and disbursements expenses of the Independent Accountants shall be borne by allocated between the party Sellers and the Buyer so that the Sellers’ share of such fees and expenses shall be equal to the product of (i.e.A) and (B), Seller, on where (A) is the one hand, and Buyer, on the other hand) that assigned an aggregate amount to items of such fees and expenses and where (B) is a fraction, the numerator of which is the amount in dispute that were, on a net basis, furthest in amount from is ultimately unsuccessfully disputed by the amount finally Sellers (as determined by the Independent Accountants) and the denominator of which is the total amount of such disputed items so submitted.