Common use of Adjustment Statement Dispute Resolution Clause in Contracts

Adjustment Statement Dispute Resolution. If Stockholders’ Representative timely notifies Parent in accordance with Section 2.9.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent and Stockholders’ Representative are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after Stockholders’ Representative’s delivery of such written notice of objection, then the parties shall mutually engage and submit such objection to, and same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognized, independent, public accounting firm mutually agreed upon by Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company (the “Independent Accountants”). Parent and Stockholders’ Representative shall have the opportunity to present their positions with respect to such objected matters to the Independent Accountants in accordance with the requirements of this Section 2.9. The Independent Accountants shall determine and report in writing to Parent and Stockholders’ Representative as to the resolution of all objected 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. Absent fraud or manifest error, such determinations by the Independent Accountants shall be final, binding and conclusive as to Parent, the Company Stockholders, Stockholders’ Representative 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. With respect to each objected item, the Independent Accountants shall adopt a position that is either equal to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Parent, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholders, on the other hand) whose position is not accepted by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Stockholders’ Representative the Seller timely notifies Parent in accordance with Section 2.9.2 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 Parent the Seller and Stockholders’ Representative the Purchaser are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after Stockholders’ Representativethe Seller’s delivery of such written notice of objectionDispute Notice, then either the parties shall Seller or the Purchaser may require that the Seller and the Purchaser mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by by, Deloitte or, if such firm is then serving as auditor or independent accounting firm for any of the Seller, the Company or the Purchaser or any of their respective Affiliates or declines the representation, a nationally recognized, independent, public recognized accounting firm mutually agreed upon to by Stockholders’ Representative the Seller and Parent the Purchaser (the accounting firm ultimately chosen, the “Accounting Firm”) (it being understood that in writing 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 (which 5) days following its acceptance of its appointment as the Accounting Firm, it shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling deliver to the Seller and the Purchaser a 20% or greater equity interest in Parent or Company written notice (the “Independent AccountantsAccounting Firm Notice”). Parent ) setting forth (i) the deadline for the Seller’s and Stockholders’ Representative shall have the opportunity to present Purchaser’s submission of the written presentations setting forth their respective positions with respect to such objected matters 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 Independent Accountants 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 item. The final determination of the Accounting Firm will be made in strict accordance with the requirements terms of this Section 2.9Agreement (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 Parent the Seller and Stockholders’ Representative the Purchaser as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to Parenton the Parties, the Company Stockholdersabsent manifest error, Stockholders’ Representative and their respective Affiliates upon which a judgment may be rendered entered by a court having proper jurisdiction over of competent jurisdiction. None of the party against which such determination is to be enforced. With respect to each objected itemSeller, the Independent Accountants shall adopt a position that is either equal to Xxxxxx’s final proposed position Purchaser, or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow respective Representatives will have any ex parte conferences, oral examinations, testimony, depositions, discovery communications or meetings with the Accounting Firm concerning the subject matter hereof without the prior written consent of the other form of evidence gathering Party. The Accounting Firm shall not assign a value to any disputed item that is greater than the greater value for such disputed item claimed by either Party in its written submission or hearingsless than the lesser value for such item claimed by either Party in its written submission. The fees and disbursements of the Independent Accountants Accounting Firm shall be borne by the party Party (i.e., Parentthe Seller, on the one hand, or Stockholders’ Representative, on behalf of the Company StockholdersPurchaser, on the other hand) whose position is not accepted that assigned 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 Stockholders’ Representative timely notifies Parent Buyer in accordance with Section 2.9.2 2.7(b) of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and Stockholders’ Representative are unable to resolve such dispute through good good-faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) 30 days after Stockholders’ Representative’s delivery of such written notice of objection, then the parties they shall mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognizedthe Xxxxxxxxx, independent, public accounting firm mutually agreed upon by Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company Xxxx xxxxxx xx XXX XXX LLP (the “Independent Accountants”). Parent If such accountants are unwilling or unable to serve as Independent Accountants, Buyer and Stockholders’ 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 the opportunity rendered) regular auditing services to present their positions with respect Buyer or, directly or indirectly, any Seller Party, to such objected matters to serve as the Independent Accountants in accordance with the requirements of this Section 2.9Accountants. The Independent Accountants shall determine and report in writing to Parent Buyer and Stockholders’ Representative as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company StockholdersSeller Parties, Stockholders’ Representative and their respective Affiliates upon which a judgment 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 rendered by a court having proper jurisdiction over reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder. No party against which such determination is to be enforcedshall have any ex parte communications with the Independent Accountants. With respect to each objected In resolving any disputed item, the Independent Accountants shall adopt a position shall: (i) consider only those items that is either equal to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions are in dispute; (ii) choose one of the parties (a copy of which shall be concurrently provided parties’ positions with respect to the other partycalculation of the Closing Working Capital, the Closing Indebtedness, or the Professional Fees and Selling Expenses, as applicable, as are in dispute; and (iii) and shall not conduct an independent investigation or allow modify any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsitems that are not disputed by the parties. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentBuyer, on the one hand, or Stockholders’ Representative, the Seller Parties on behalf of the Company Stockholdersa joint and several basis, on the other hand) 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 StockholdersSellers’ Representative timely notifies Parent Buyer in accordance with Section 2.9.2 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and StockholdersSellers’ Representative are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after StockholdersSellers’ Representative’s delivery of such written notice of objection, then the parties shall mutually engage and submit such objection dispute to, and same shall be finally resolved in accordance with the provisions of this Agreement by by, a nationally or regionally recognized, independent, public accounting firm mutually agreed upon by StockholdersSellers’ Representative and Parent Buyer in writing (which shall not have any material relationship with Parent Buyer or Stockholders’ RepresentativeSellers) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company (the “Independent Accountants”). Parent Buyer and StockholdersSellers’ Representative shall have the opportunity to present their positions with respect to such objected disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.92.4. 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 Parent Buyer and StockholdersSellers’ Representative as to the resolution of all objected 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. Absent fraud or manifest error, such Such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company StockholdersSellers, Stockholders’ Representative 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. With respect to each objected disputed item, the Independent Accountants shall adopt a position that is either equal to XxxxxxBuyer’s final proposed position or position, equal to StockholdersSellers’ Representative proposed position, or between the positions proposed by Buyer and Sellers’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentSellers, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Buyer, on the other hand) whose position is not accepted that assigned an aggregate amount to items in dispute that was, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If StockholdersSellers’ Representative timely notifies Parent in accordance with Section 2.9.2 Buyer 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 Parent Buyer and StockholdersSellers’ Representative are unable to resolve such dispute through good faith negotiations within thirty (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (1530) days after StockholdersSellers’ Representative’s delivery of such written notice of objection, then then, the parties shall mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognized, independent, public accounting firm mutually agreed upon by Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company the Cleveland office of Deloitte & Touche USA LLP (the “Independent Accountants”). Parent and Stockholders’ Representative shall have the opportunity to present their positions with respect to such objected matters to the Independent Accountants in accordance with the requirements of this Section 2.9. The Independent Accountants shall determine and report in writing to Parent Buyer and StockholdersSellers’ Representative as to the resolution of all objected 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. Absent fraud or manifest error, such Such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company StockholdersSellers, StockholdersSellers’ Representative 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 Affiliates. Buyer and Sellers shall each make readily available to be enforced. With respect to each objected item, the Independent Accountants shall adopt a position that is either equal all relevant work papers and books and records relating to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The the Acquired Companies, the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment as are requested by the Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow use commercially reasonable efforts to cooperate with the Independent Accountants in resolving any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsdisputed matters. The fees and disbursements expenses of the Independent Accountants shall be borne allocated between the Sellers and the Buyer so that the Sellers’ share of such fees and expenses shall be equal to the product of (A) and (B), where (A) is the aggregate amount of such fees and expenses and where (B) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the party Sellers (i.e., Parent, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholders, on the other hand) whose position is not accepted as determined by the Independent Accountants) and the denominator of which is the total amount of such disputed items so submitted.

Adjustment Statement Dispute Resolution. If Stockholders’ Seller Representative timely notifies Parent Purchaser in accordance with Section 2.9.2 2.3(b) of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Purchaser and Stockholders’ Seller Representative are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) 30 days after Stockholders’ Seller Representative’s delivery of such written notice of objection, then then, the parties shall mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognizedGxxxx Xxxxxxxx LLP, independent, public or other accounting firm mutually agreed upon determined by Stockholders’ Representative Purchaser and Parent Seller Representative, in writing (which shall any case acting as an expert and not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company an arbitrator (the “Independent Accountants”). Parent Purchaser and Stockholders’ Seller Representative shall have the opportunity to present their positions with respect to such objected disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.92.3. The Independent Accountants shall determine and report in writing to Parent Purchaser and Stockholders’ Seller Representative as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentPurchaser, the Company Stockholders, Stockholders’ Seller Representative 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 enforcedStockholders. With respect to each objected disputed item, the Independent Accountants shall adopt a position that is either equal to XxxxxxPurchaser’s final proposed position or position, equal to Stockholders’ Seller Representative’s final proposed position, or between the positions proposed by Purchaser and Seller Representative. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) costs and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings. 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., Parent300 ÷ 500) to Purchaser and 40% (i.e., on the one hand, or Stockholders’ 200 ÷ 500) to Seller Representative, on behalf of the Company Stockholders, on the other hand) whose position is not accepted by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Stockholders’ Representative Seller timely notifies Parent Buyer in accordance with Section 2.9.2 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and Stockholders’ Representative Seller are unable to resolve such dispute disputed items through good faith negotiations within thirty (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (1530) days after Stockholders’ RepresentativeSeller’s delivery of such written notice of objection, then the parties shall mutually engage and submit only such objection disputed items to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a by, Xxxxx Xxxxxxxx LLP or, if such firm is unable or unwilling to act, such other nationally or regionally recognized, independent, public accounting firm mutually agreed upon by Stockholders’ Representative Seller and Parent Buyer in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company (the “Independent Accountants”). Parent Buyer and Stockholders’ Representative Seller shall have the opportunity to present their positions with respect to such objected disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.92.4. The Independent Accountants shall determine and report in writing to Parent Buyer and Stockholders’ Representative Seller as to the resolution of all objected 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. 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 fraud or manifest error, such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company Stockholders, Stockholders’ Representative 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. With respect to each objected item, the Independent Accountants shall adopt a position that is either equal to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentSeller, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Buyer, on the other hand) whose position is not accepted that assigned an aggregate amount to items in dispute that was, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Stockholders’ Representative Sellers timely notifies Parent notify Buyer in accordance with Section 2.9.2 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and Stockholders’ Representative Sellers are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after StockholdersSellers’ Representative’s delivery of such written notice of objection, then the parties shall mutually engage and submit such objection dispute to, and same shall be finally resolved in accordance with the provisions of this Agreement by a nationally or regionally recognized, independent, public accounting firm mutually agreed upon by Stockholders’ Representative Xxxxxxx and Parent Xxxxx in writing (which shall not have any material relationship with Parent Buyer or Stockholders’ RepresentativeSellers) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company (the “Independent Accountants”). Parent Buyer and Stockholders’ Representative Sellers shall have the opportunity to present their positions with respect to such objected disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.92.4. 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 Parent Buyer and Stockholders’ Representative Sellers as to the resolution of all objected 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. Absent fraud or manifest error, such Such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company StockholdersSellers, Stockholders’ Representative 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. With respect to each objected disputed item, the Independent Accountants shall adopt a position that is either equal to XxxxxxXxxxx’s final proposed position or position, equal to StockholdersXxxxxxx’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on , or between the written submissions of the parties (a copy of which shall be concurrently provided to the other party) positions proposed by Xxxxx and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsSellers. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentSellers, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Buyer, on the other hand) whose position is not accepted that assigned an aggregate amount to items in dispute that was, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Stockholders’ Representative Seller timely notifies Parent Buyer in accordance with Section 2.9.2 2.7(b) of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, Adjustment and if Parent Buyer and Stockholders’ Representative are unable the Seller reach agreement with respect to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) objection within fifteen (15) 30 days after Stockholders’ RepresentativeSeller’s delivery of such written notice of objection, the Buyer shall revise the Adjustment Statement and/or the Post-Closing Adjustment to reflect such agreement. If Buyer and Seller cannot resolve Seller’s objections within 30 days thereafter, then the parties they shall mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognized, independent, public accounting firm mutually agreed upon by Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company Xxxxx Xxxxxxxx (the “Independent Accountants”). Parent As promptly as practicable, and Stockholders’ Representative in any event not more than fifteen (15) days following the engagement of the Independent Accountants, Buyer and Seller shall have the opportunity to present their positions with respect to such objected matters each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accountants in accordance with the requirements of this Section 2.9Accountants. The Independent Accountants shall determine and report in writing to Parent Buyer and Stockholders’ Representative Seller as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company StockholdersSeller Parties, Stockholders’ Representative Seller and their respective Affiliates upon which a judgment Affiliates, absent manifest error. 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 as may be rendered by a court having proper jurisdiction over reasonably required in connection with the preparation and analysis of the Adjustment Statement and the resolution of any disputes thereunder. No party against which such determination is to be enforcedshall have any ex parte communications with the Independent Accountants. With respect to each objected itemIn resolving any dispute, the Independent Accountants shall adopt a position shall: (i) consider only those items that is either equal to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions are in dispute; (ii) choose one of the parties (a copy of which shall be concurrently provided party’s positions with respect to the other partyaggregate of items that are in dispute; and (iii) and shall not conduct an independent investigation or allow modify any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsitems that are not disputed by the parties. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentBuyer, on the one hand, or Stockholders’ Representative, the Seller Parties on behalf of the Company Stockholdersa joint and several basis, on the other hand) whose position is not accepted by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Stockholders’ Representative the Parent timely notifies Parent in accordance with Section 2.9.2 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 the Parent and Stockholders’ Representative the Purchaser are unable to resolve such dispute through good faith negotiations within thirty (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (1530) days after Stockholders’ Representativethe Parent’s delivery of such written notice Notice of objectionDisagreement, then either the parties shall Parent or the Purchaser may require that the Parent and the Purchaser mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognized, independent, public recognized U.S. accounting firm that does not have a material relationship with any of the Parties and mutually agreed upon by Stockholders’ Representative the Parent and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company the Purchaser, each acting reasonably (the accounting firm ultimately chosen, the “Independent AccountantsAccounting Referee”). Parent 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 Stockholders’ Representative shall have the opportunity to present their positions (d) with respect to each matter submitted to it, shall not resolve such objected 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 this Section 2.9Disagreement. The Independent Accountants scope of the disputes to be resolved by the Accounting Referee shall determine and report in writing be limited to Parent and Stockholders’ Representative as to the resolution of all objected 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. Absent fraud or manifest error, such determinations by the Independent Accountants shall be final, binding and conclusive as to Parent, the Company Stockholders, Stockholders’ Representative 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. With calculations thereon were prepared in accordance with U.S. GAAP with respect to each objected item, the Independent Accountants shall adopt a position matters that is either equal to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided were submitted for resolution to the other partyAccounting Referee, (ii) whether there were mathematical errors in the Preliminary Adjustment Statement and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings. The (iii) the fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Parent, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholders, on the other hand) whose position is not accepted by the Independent Accountantsexpenses allocation pursuant to Section 2.9.4.

Adjustment Statement Dispute Resolution. If Stockholders’ Representative Company Members timely notifies Parent in accordance with Section 2.9.2 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 Parent binding on the Parties as revised. If Company Members and Stockholders’ Representative Iconic are unable to resolve such dispute through good faith negotiations within thirty (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (1530) days after StockholdersCompany Members’ Representative’s delivery of such written notice of objectionWorking Capital Dispute Notice, then the parties Parties shall mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognized, independent, public accounting firm mutually agreed upon by Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company EisnerAmper LLP (the “Independent Accountants”). Parent In resolving any disputed item, the Independent Accountants shall: (i) be bound by the provisions of this Agreement and Stockholdersthe definitions pertaining hereto, (ii) assign a value to any item only within the range of the differences between Iconic’s position in the Working Capital Statement and Company Members’ Representative shall have position in the opportunity to present their positions Working Capital Dispute Notice with respect to such objected matters disputed 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 this Section 2.9determinations to be made by it as may be requested by the Independent Accountants. The Independent Accountants shall determine and report in writing to Parent and Stockholders’ Representative make a written determination as to the resolution of all objected 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 submission, and such longer period as the Independent Accountants may reasonably require. Absent fraud or manifest error, such determinations by the Independent Accountants determination shall be final, binding and conclusive as to Parent, the Company Stockholders, Stockholders’ Representative Parties and their respective Affiliates upon which a judgment may and will be rendered by a court having proper jurisdiction over the party against which such determination is to be enforced. With respect to each objected item, the Independent Accountants shall adopt a position that is either equal to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed positionneither appealable nor contestable. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which Working Capital as finally determined pursuant to Section 2.01(d) or this Section 2.01(e) shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings. The fees and disbursements of final Working Capital (the Independent Accountants shall be borne by the party (i.e., Parent, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholders, on the other hand) whose position is not accepted by the Independent Accountants“Final Working Capital”).

Adjustment Statement Dispute Resolution. If Stockholdersthe Sellers’ Representative timely notifies Parent in accordance with Section 2.9.2 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 Parent and Stockholdersthe Sellers’ Representative and the Purchaser are unable to resolve such dispute through good faith negotiations within thirty (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (1530) days after Stockholdersthe Sellers’ Representative’s delivery of such written notice Notice of objectionDisagreement, then either the parties shall Sellers’ Representative or the Purchaser may require that the Sellers’ Representative and the Purchaser mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognizedby, independentErnst & Young LLP, public or, if such firm declines the representation, an internationally recognized accounting firm mutually agreed upon to by Stockholdersthe Sellers’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company the Purchaser (the accounting firm ultimately chosen, the “Independent AccountantsAccounting Referee”). Parent and StockholdersThe Sellers’ Representative shall have and 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 objected matters to disputed item. The final determination of the Independent Accountants Accounting Referee will be made in strict accordance with the requirements terms of this Section 2.9Agreement (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 Parent and Stockholdersthe Sellers’ Representative and the Purchaser as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to Parenton the Parties, the Company Stockholdersabsent manifest error, Stockholders’ Representative and their respective Affiliates upon which a judgment may be rendered entered by a court having proper jurisdiction over of competent jurisdiction. None of the party against which such determination is to be enforced. With respect to each objected itemSellers’ Representative, the Independent Accountants shall adopt a position that is either equal to Xxxxxx’s final proposed position Purchaser or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow respective Representatives will have any ex parte conferences, oral examinations, testimony, depositions, discovery communications or meetings with the Accounting Referee concerning the subject matter hereof without the prior written consent of the other form of evidence gathering Party. The Accounting Referee will not assign a value to any disputed item that is greater than the greater value for such disputed item claimed by either Party in its written submission or hearingsless than the lesser value for such item claimed by either Party in its written submission. The fees and disbursements of the Independent Accountants Accounting Referee shall be borne by the party Parties (i.e., Parentthe Sellers’ Representative (on behalf of the Sellers), on the one hand, or Stockholders’ Representative, on behalf of the Company StockholdersPurchaser, on the other hand) whose position is not accepted proportionately, based on the amount assigned by each Party to items in dispute, on a net basis, relative to 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 StockholdersSellers’ Representative timely notifies Parent Buyer in accordance with Section 2.9.2 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and StockholdersSellers’ Representative are unable to resolve such dispute any disputed items or amounts through good faith negotiations within thirty (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (1530) days after StockholdersSellers’ Representative’s delivery of such the written notice of objection, then either party may elect to have the parties shall mutually engage and submit any such objection remaining disputed items or amounts to, and the same shall will be finally resolved in accordance with the provisions of this Agreement by a by, Deloitte LLP, or if this firm is unable or unwilling to act, another nationally recognized, independent, public accounting firm mutually agreed upon by StockholdersSellers’ Representative and Parent Buyer in writing (which shall does not have any material relationship with Parent Buyer, the Seller or StockholdersSellers’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company (the “Independent Accountants”). Parent Buyer and StockholdersSellers’ Representative shall will have the opportunity to present in writing their positions with respect to such objected on the disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.92.4. The Independent Accountants shall will determine and report in writing to Parent Buyer and StockholdersSellers’ Representative as to the resolution (and the basis for such resolution) of all objected 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. Absent fraud or manifest error, such The determinations by the Independent Accountants shall will be final, binding and conclusive as to ParentBuyer, the Company StockholdersSeller Parties, StockholdersSellers’ Representative and their respective Affiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party against which such the determination is to be enforced. With respect to each objected disputed item, the Independent Accountants shall will adopt a position that is either equal to XxxxxxBuyer’s final proposed position or position, equal to StockholdersSellers’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on , or between the written submissions of the parties (a copy of which shall be concurrently provided to the other party) positions proposed by Buyer and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsSellers’ Representative. The fees and disbursements of the Independent Accountants shall will be borne by the party (i.e., ParentSellers’ Representative (on behalf of the Seller Parties), on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Buyer, on the other hand) whose position is not accepted that assigned an aggregate amount to items in dispute that was, 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 StockholdersSellers’ Representative timely notifies Parent Buyer in accordance with Section 2.9.2 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and StockholdersSellers’ Representative are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after StockholdersSellers’ Representative’s delivery of such written notice of objection, then the parties shall mutually engage and submit such objection dispute to, and same shall be finally resolved in accordance with the provisions of this Agreement by a KPMG LLP or if such firm is unable or unwilling to act, such other nationally recognized, independent, public accounting firm mutually agreed upon by StockholdersSellers’ Representative and Parent Buyer in writing (which shall not have any material relationship with Parent Bxxxx, Sellers, Holdco or StockholdersSellers’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company (the “Independent Accountants”). Parent If Sellers’ Representative and StockholdersBuyer are unable to agree on the Independent Accountants, then each of Sellers’ Representative and 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 objected disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.92.4. The Independent Accountants shall determine and report in writing to Parent Buyer and StockholdersSellers’ Representative as to the resolution of all objected 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. Absent fraud or manifest error, 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 ParentBuyer, the Company StockholdersSellers, StockholdersHxxxxx, Sellers’ Representative 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. With respect to each objected disputed item, the Independent Accountants shall adopt a position that is either equal to XxxxxxBxxxx’s final proposed position or position, equal to StockholdersSellers’ Representative’s final proposed position, or inside of the range of the positions proposed by Bxxxx and Sellers’ Representative. The Each party shall use commercially reasonable efforts to furnish to the Independent Accountants shall base their determinations solely on such work papers and other documents and information pertaining to the written submissions disputed items as the Independent Accountant may reasonably request. For the avoidance of the parties (a copy of which doubt, there shall be concurrently provided no ex parte communications between any party and the Independent Accountants. Neither Buyer nor Sellers’ Representative will disclose to the other party) Independent Accountants, and shall the Independent Accountants will not conduct an independent investigation consider for any purpose, the fact or allow content of any ex parte conferences, oral examinations, testimony, depositions, discovery settlement discussions or other form settlement offer made by or on behalf of evidence gathering Buyer or hearingsSellers’ Representative unless otherwise agreed by Bxxxx and Sxxxxxx’ Representative in writing. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentSellers’ Representative (on behalf of Sellers and Holdco), on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Buyer, on the other hand) whose position is not accepted that assigned an aggregate amount to items in dispute that was, 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 the Stockholders’ Representative timely notifies Parent in accordance with Section 2.9.2 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 Parent and the Stockholders’ Representative and the Purchaser are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after the Stockholders’ Representative’s delivery of such written notice Notice of objectionDisagreement, then either the parties shall Stockholders’ Representative and the Purchaser may require that the Stockholders’ Representative and the Purchaser mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by by, PricewaterhouseCoopers or, if such firm declines the representation, a nationally recognized, independent, public recognized accounting firm mutually agreed upon to by the Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company the Purchaser (the accounting firm ultimately chosen, the “Independent AccountantsAccounting Referee”). Parent and The Stockholders’ Representative shall have and 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 objected matters to disputed item. The final determination of the Independent Accountants Accounting Referee will be made in strict accordance with the requirements terms of this Section 2.9Agreement (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 Parent and the Stockholders’ Representative and the Purchaser as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to Parenton the Parties, the Company Stockholdersabsent manifest error, Stockholders’ Representative and their respective Affiliates upon which a judgment may be rendered entered by a court having proper jurisdiction over of competent jurisdiction. None of the party against which such determination is to be enforced. With respect to each objected item, the Independent Accountants shall adopt a position that is either equal to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base , Purchaser, or their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow respective representatives will have any ex parte conferences, oral examinations, testimony, depositions, discovery communications or meetings with the Accounting Referee concerning the subject matter hereof without the prior written consent of the other form of evidence gathering Party. The Accounting Referee will not assign a value to any disputed item that is greater than the greater value for such disputed item claimed by either Party in its written submission or hearingsless than the lesser value for such item claimed by either Party in its written submission. The fees and disbursements of the Independent Accountants Accounting Referee shall be borne by the party Party (i.e., Parentthe Stockholders’ Representative, on the one hand, or Stockholders’ Representative, on behalf of the Company StockholdersPurchaser, on the other hand) whose position is not accepted that assigned 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 Stockholdersthe Equityholders’ Representative timely notifies Parent provides Purchaser with an Objections Statement in accordance with Section 2.9.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment2.11.2, and if Parent and Stockholdersthe Equityholders’ Representative and the Purchaser are unable to resolve such dispute all objections set forth in the Objections Statement through good faith negotiations within thirty (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (1530) days after Stockholdersthe Equityholders’ Representative’s delivery of such written notice of objectionthe Objections Statement, then the parties Equityholders’ Representative and the Purchaser shall mutually engage and submit such objection all unresolved objections reflected in the Objections Statement to, and the same shall be finally resolved in accordance with the provisions of this Agreement by Xxxxx Xxxxxxxx LLP or, if such firm declines the representation, a nationally recognized, independent, public reputable accounting firm mutually agreed upon on by Stockholdersthe Equityholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company the Purchaser (the accounting firm ultimately chosen, the “Independent AccountantsAccounting Referee”). Parent The Accounting Referee shall consider only those items in and Stockholdersamounts identified in the Objections Statement that the Purchaser and Equityholders’ Representative shall have the opportunity were unable to present their positions with respect to such objected 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 Indebtedness, Closing Working Capital, Selling Expenses and Transaction Consideration, as applicable, contained in this Section 2.9. Agreement, including the principals of preparation set forth on Exhibit F. The Independent Accountants Accounting Referee shall determine and report in writing to Parent and Stockholdersthe Equityholders’ Representative and the Purchaser as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to Parent, on the Company Stockholders, Stockholders’ Representative Parties and their respective Affiliates upon which a judgment may be rendered entered by a court having proper jurisdiction over the party against which such determination is to be enforced. With respect to each objected item, the Independent Accountants shall adopt a position that is either equal to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingscompetent 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., Parent, on 200/500) to the one hand, or Stockholders’ Representative, on behalf Equityholders. The Purchaser and Equityholders shall each advance 50% of the Company Stockholders, on the other hand) whose position is not accepted 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 StockholdersSellers’ Representative timely notifies Parent Buyer in accordance with Section 2.9.2 2.5.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and StockholdersSellers’ Representative are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after StockholdersSellers’ Representative’s delivery of such written notice of objection, then then, the parties shall mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognized, independent, public an accounting firm of national reputation as shall be mutually agreed upon by Stockholdersacceptable to Buyer and Sellers’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company (the “Independent Accountants”). Parent Buyer and StockholdersSellers’ Representative shall have the opportunity to present their positions with respect to such objected disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.92.5. The Independent Accountants shall determine and report in writing to Parent Buyer and StockholdersSellers’ Representative as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company StockholdersSellers, StockholdersSellers’ Representative and their respective Affiliates upon which a judgment may be rendered by a court having proper jurisdiction over the party against which Affiliates; provided that no such determination is shall result in adjustments to any items not in dispute and no adjustments shall be enforced. With respect to each objected item, the Independent Accountants shall adopt a position that is either equal to Xxxxxx’s final proposed position or equal to Stockholdersgreater than claimed in any dispute by Sellers’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on the written submissions of the parties (a copy of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Parentallocated between Buyer, on the one hand, or Stockholders’ Representativeand Sellers, on behalf of the Company Stockholderscollectively, on the other hand) whose position is not accepted , such that 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 the Independent Accountants that 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 Stockholders’ Representative Seller timely notifies Parent Buyer in accordance with Section 2.9.2 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and Stockholders’ Representative Seller are unable to resolve such dispute through good faith negotiations within thirty (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (1530) days after Stockholders’ RepresentativeSeller’s delivery of such written notice Notice of objectionObjection, then then, the parties shall mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognizedthe Chicago, independent, public accounting firm mutually agreed upon by Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company Illinois office of Deloitte LLP (the “Independent Accountants”). Parent Buyer and Stockholders’ Representative Seller shall have the opportunity to present their positions with respect to such objected 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 this Section 2.92.4. 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 Parent Buyer and Stockholders’ Representative Seller as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company Stockholders, Stockholders’ Representative 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 enforcedAffiliates. With respect to each objected In resolving any disputed item, the Independent Accountants shall adopt a position that is either equal shall: (a) be bound by the provisions of this Article 2, the definitions pertaining hereto and the Accounting Principles, (b) select an amount within the range established with respect to Xxxxxx’s final proposed position such disputed item pursuant to the Position Statements of Buyer and Seller and may not impose an alternative resolution with respect to any item or equal 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 Stockholders’ Representative’s final proposed positionprinciples of equity, and (e) restrict its decision solely to such items which are then in dispute. The Independent Accountants Accountant shall base their determinations solely on deliver to Buyer and Seller a written report setting forth the written submissions resolution of any disagreement determined in accordance with the parties (a copy terms of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsthis Agreement. The fees and disbursements expenses of the Independent Accountants shall be borne by the party (i.e., ParentBuyer, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Seller, on the other hand) whose position , based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if closing accounts payable is not accepted 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 Stockholders’ Representative Seller timely notifies Parent Buyer in accordance with Section 2.9.2 2.3.2 of an objection to the Preliminary Adjustment Statement or and/or the Preliminary Post-Closing Adjustment, and if Parent Seller and Stockholders’ Representative Buyer are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after Stockholders’ RepresentativeSeller’s delivery of such written notice of objection, then the parties shall mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognizedthe New York, independent, public accounting firm mutually agreed upon by Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company New York office of PricewaterhouseCoopers LLP (the “Independent Accountants”). Parent and Stockholders’ Representative shall have the opportunity to present their positions with respect to such objected matters to the Independent Accountants in accordance with the requirements of this Section 2.9. The Independent Accountants shall determine and report in writing to Parent Buyer and Stockholders’ Representative Seller as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to Parentthe 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, including the Company StockholdersAccounting Principles, Stockholders’ Representative and their respective Affiliates upon which on a judgment may be rendered by a court having proper jurisdiction over basis consistently applied, within twenty (20) days after submission of the party against which such determination is disputed items to be enforcedthe Independent Accountants. With respect to each objected In resolving any disputed item, the Independent Accountants shall adopt shall: (a) be bound by the provisions of this Section 2.3 and the definitions pertaining hereto; (b) not assign a position that is value to any item greater than the higher value claimed for such item or less than the lower value for such item claimed, in either equal case, by either Seller or Buyer, (c) restrict its decision to Xxxxxx’s final proposed position or equal to Stockholders’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on such items which are then in dispute, and (d) only review this Agreement and the written submissions presentations of the parties (a copy of Seller and Buyer in resolving any matter which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsis in dispute. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentSeller, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Buyer, on the other hand) whose position is not accepted that assigned 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 Stockholders’ Representative Sellers timely notifies Parent notify Buyer in accordance with Section 2.9.2 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and Stockholders’ Representative Seller are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after StockholdersSellers’ Representative’s delivery of such written notice of objection, then the parties shall mutually engage and submit such objection dispute to, and same shall be finally resolved in accordance with the provisions of this Agreement by a nationally or regionally recognized, independent, public accounting firm mutually agreed upon by Stockholders’ Representative Seller and Parent Buyer in writing (which shall not have any material relationship with Parent Buyer or Stockholders’ RepresentativeSellers) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company (the “Independent Accountants”). Parent Buyer and Stockholders’ Representative Sellers shall have the opportunity to present their positions with respect to such objected disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.92.4. 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 Parent Buyer and Stockholders’ Representative Sellers as to the resolution of all objected 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. Absent fraud or manifest error, such Such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company StockholdersSellers, Stockholders’ Representative 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. With respect to each objected disputed item, the Independent Accountants shall adopt a position that is either equal to XxxxxxBuyer’s final proposed position or position, equal to StockholdersSellers’ Representative’s final proposed position. The Independent Accountants shall base their determinations solely on , or between the written submissions of the parties (a copy of which shall be concurrently provided to the other party) positions proposed by Buyer and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsSellers. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentSellers, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Buyer, on the other hand) whose position is not accepted that assigned an aggregate amount to items in dispute that was, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants.

Adjustment Statement Dispute Resolution. If Stockholders’ Representative Seller timely notifies Parent Buyer in accordance with Section 2.9.2 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Parent Buyer and Stockholders’ Representative Seller are unable to resolve such dispute disputed items through good faith negotiations within thirty (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (1530) days after Stockholders’ RepresentativeSeller’s delivery of such written notice of objection, then then, the parties shall mutually engage and submit only such objection disputed items to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognized, independent, public accounting firm mutually agreed upon by Stockholders’ Representative and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company Xxxxx Xxxxxxxx LLP (the “Independent Accountants”). Parent Buyer and Stockholders’ Representative Seller shall have the opportunity to present their positions with respect to such objected disputed matters to the Independent Accountants in accordance with the requirements of this Section 2.92.4; provided, that, neither party shall have any ex parte communications with the Independent Accountants. The Independent Accountants shall determine and report in writing to Parent Buyer and Stockholders’ Representative Seller as to the resolution of all objected matters each disputed 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. Absent fraud or manifest error), and such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company Stockholders, Stockholders’ Representative 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 enforcedAffiliates. With respect to In resolving each objected disputed item, the Independent Accountants shall adopt shall: (a) be bound by the provisions of this Article 2 and the definitions pertaining hereto (including the policies and procedures described in Schedule 4.5(a)); (b) select either the position of Buyer or Seller as a position that is either equal resolution for each item or amount disputed and may not impose an alternative resolution with respect to Xxxxxx’s final proposed position any item or equal amount disputed; (c) restrict its decision to Stockholders’ Representative’s final proposed positionsuch 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 Accountants shall base their determinations solely on deliver to Buyer and Seller a written report setting forth the written submissions resolution of any disagreement determined in accordance with the parties (a copy terms of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsthis Agreement. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentSeller, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Buyer, on the other hand) whose position is not accepted 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 Stockholders’ Representative Seller timely notifies Parent Buyer in accordance with Section 2.9.2 2.4(b) of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, then Buyer and if Parent Seller shall negotiate in good faith to resolve such dispute. If Buyer and Stockholders’ Representative Seller are unable to resolve such dispute through good faith negotiations (which such discussions and negotiations shall, unless otherwise agreed by Parent and Stockholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar statute) within fifteen (15) days after Stockholders’ RepresentativeSeller’s delivery of such written notice of objection, then then, the parties shall mutually engage and submit such objection dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by a nationally recognizedthe Cleveland, independentOhio office of Deloitte LLP, public or if such firm is unable to act in such capacity, an accounting firm of national reputation mutually agreed upon by Stockholders’ Representative acceptable to Buyer and Parent in writing (which shall not have any material relationship with Parent or Stockholders’ Representative) or any individual or entity owning or controlling a 20% or greater equity interest in Parent or Company Seller (the “Independent Accountants”). Parent Buyer and Stockholders’ Representative Seller shall have the opportunity to present their positions with respect to such objected disputed matters in writing to the Independent Accountants in accordance with the requirements of this Section 2.92.4. The Independent Accountants shall determine and report in writing to Parent Buyer and Stockholders’ Representative Seller as to the resolution of all objected 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. Absent fraud or manifest error, and such determinations by the Independent Accountants shall be final, binding and conclusive as to ParentBuyer, the Company Stockholders, Stockholders’ Representative 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 enforcedAffiliates. With respect to each objected In resolving any disputed item, the Independent Accountants shall adopt shall: (i) be bound by the provisions of this Article 2 and the definitions pertaining hereto; (ii) select either the position of Buyer or Seller as a position that is either equal resolution for each item or amount disputed and may not impose an alternative resolution with respect to Xxxxxx’s final proposed position any item or equal amount disputed, and (iii) restrict its decision to Stockholders’ Representative’s final proposed positionsuch items which are then in dispute. The Independent Accountants Accountant shall base their determinations solely on deliver to Buyer and Seller a written report setting forth the written submissions resolution of any disagreement determined in accordance with the parties (a copy terms of which shall be concurrently provided to the other party) and shall not conduct an independent investigation or allow any ex parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearingsthis Agreement. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., ParentSeller, on the one hand, or Stockholders’ Representative, on behalf of the Company Stockholdersand Buyer, on the other hand) whose position is not accepted 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.