Common use of Adjustment Statement Dispute Resolution Clause in Contracts

Adjustment Statement Dispute Resolution. If Sellers’ Representative timely delivers an Objection Notice to Buyer in accordance with Section 2.4.2, and if Buyer and Sellers’ {P02534_X101.HTM;8} Representative are unable to resolve such dispute through good faith negotiations within fifteen (15) days after Sellers’ Representative’s delivery of such Objection Notice, then, the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by an accounting firm of national reputation as shall be mutually acceptable to Buyer and Sellers’ Representative (the “Independent Accountants”). Buyer and Sellers’ Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Sellers, Sellers’ Representative and their respective Affiliates. The fees and expenses of the Independent Accountants shall be shared equally between Buyer, on the one hand, and Sellers, collectively, on the other hand.

Adjustment Statement Dispute Resolution. If Sellers’ Representative Sellers timely delivers an Objection Notice to Buyer notify Buyers in accordance with Section 2.4.22.7(b)(ii) of any objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer Buyers and Sellers’ {P02534_X101.HTM;8} Representative Sellers are unable to resolve such dispute through good faith negotiations within fifteen (15) days after Sellers’ Representative’s delivery of such Objection Noticenotice of objection, then, then the parties Parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by an independent accounting firm of national reputation as shall be mutually acceptable to Buyer Buyers and Sellers’ Representative Sellers (the “Independent Accountants”). Buyer and Sellers’ Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer Buyers and Sellers’ Representative Sellers as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission submission, or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyerthe Parties hereto. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Agreement (including this Section 2.7 and the definitions pertaining hereto and Exhibit B attached hereto); (b) not assign a value to any item greater than the higher value claimed for such item or less than the lower value claimed for such item by either Buyers or Sellers, Sellers’ Representative ; (c) restrict their decision to such items which are then in dispute; and their respective Affiliates(d) only review this Agreement and the written presentations of Buyers and Sellers in resolving any matter which is in dispute. The fees and expenses disbursements of the Independent Accountants shall be shared borne equally between Buyer, on the one hand, by Buyers and Sellers, collectively, on the other hand.

Adjustment Statement Dispute Resolution. If Sellers’ Representative the Company timely delivers an Objection Notice to notifies Buyer in accordance with Section 2.4.22.8.2 of an objection by the Company to any information contained in the Preliminary Adjustment Statement, and if Buyer and Sellers’ {P02534_X101.HTM;8} Representative the Company are unable to resolve such dispute through good faith negotiations within fifteen (15) days after Sellers’ Representativethe Company’s delivery of such Objection Noticenotice of objection, then, within the following fifteen (15) day period, the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by an accounting firm of national reputation as shall be mutually acceptable to Buyer and Sellers’ Representative by, KPMG (the “Independent Accountants”). Buyer and Sellers’ Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative the Company as to the resolution of all only the disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer and the Company. The Independent Accountants shall only review and decide the specific items under dispute by the parties, and shall adopt a position that is either equal to Buyer, Sellers, Sellers’ Representative and their respective Affiliates’s proposed position or equal to the Company’s proposed position. The fees and expenses of the Independent Accountants shall incurred in resolving the disputed matter will be shared equally between equitably apportioned by the Independent Accountants based on the extent to which Buyer, on the one hand, and Sellers, collectively, on the other hand, is determined by the Independent Accountants to be the prevailing party in the resolution of each such disputed matter. The fees and disbursements of the auditors, investment bankers and other representatives of each party incurred in connection with its respective preparation or review of the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment shall be borne by such party.

Adjustment Statement Dispute Resolution. If Sellers’ Representative Seller timely delivers an Objection Notice to notifies Buyer in accordance with Section 2.4.22.3.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Seller and Buyer and Sellers’ {P02534_X101.HTM;8} Representative are unable to resolve such dispute through good faith negotiations within fifteen (15) days after Sellers’ RepresentativeSeller’s delivery of such Objection Noticenotice of objection, then, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by an accounting firm the Akron, Ohio office of national reputation as shall be mutually acceptable to Buyer and Sellers’ Representative BDO USA LLP (the “Independent Accountants”). Buyer and Sellers’ Representative shall have the opportunity to present their positions with respect to such disputed matters to the Independent Accountants in accordance with the requirements of Section 2.4. The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to the parties hereto. The parties will request such firm to review and resolve the disputed items in a written report in accordance with the terms of this Agreement within thirty (30) days of such reference. In resolving any disputed item, the Independent Accountants shall: (a) be bound by the provisions of this Section 2.3 and the definitions pertaining hereto; (b) not assign a value to any item greater than the higher value claimed for such item or less than the lower value for such item claimed by either Seller or Buyer, Sellers(c) restrict its decision to such items which are then in dispute, Sellers’ Representative and their respective Affiliates(d) only review this Agreement and the written presentations of Seller and Buyer in resolving any matter which is in dispute. The fees and expenses disbursements of the Independent Accountants shall be shared borne equally between Buyer, on by the one hand, Buyer and Sellers, collectively, on the other handSeller.

Adjustment Statement Dispute Resolution. If Sellers’ Representative Company Members timely delivers an Objection Notice deliver to Buyer in accordance with Section 2.4.2Iconic a Working Capital Dispute Notice, Company Members and if Buyer Iconic shall use good faith efforts to resolve any such dispute. If Company Members and Sellers’ {P02534_X101.HTM;8} Representative Iconic are able to resolve such dispute, the Working Capital Statement as revised by the Parties shall be deemed to be final and binding on the Parties as revised. If Company Members and Iconic are unable to resolve such dispute through good faith negotiations within fifteen thirty (1530) days after SellersCompany Members’ Representative’s delivery of such Objection Working Capital Dispute Notice, then, then the parties Parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by an accounting firm of national reputation as shall be mutually acceptable to Buyer and Sellers’ Representative EisnerAmper LLP (the “Independent Accountants”). Buyer In resolving any disputed item, the Independent Accountants shall: (i) be bound by the provisions of this Agreement and Sellersthe 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 disputed matters item, (iii) restrict their decision to such items which are then in dispute, and (iv) only review (A) this Agreement, (B) the Working Capital Statement and the Working Capital Dispute Notice, and (C) any information requested by the Independent Accountants in accordance the next sentence in resolving any matter which is in dispute. The Parties will provide the Independent Accountants with all books and records and other information and documentation in their possession reasonably relevant to the requirements of Section 2.4determinations to be made by it as may be requested by the Independent Accountants. The Independent Accountants shall determine and report in writing to Buyer and Sellers’ Representative make a written determination as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty thirty (2030) days after such submission or such longer period as the Independent Accountants may reasonably requiresubmission, and such determinations determination shall be final, binding and conclusive as to Buyer, Sellers, Sellers’ Representative the Parties and their respective AffiliatesAffiliates and will be neither appealable nor contestable. The fees and expenses of the Independent Accountants Working Capital as finally determined pursuant to Section 2.01(d) or this Section 2.01(e) shall be shared equally between Buyer, on the one hand, and Sellers, collectively, on final Working Capital (the other hand“Final Working Capital”).