Calculation of Earnout Amount and Dispute Resolution a) After the end of each fiscal year from January 1, 2020 until 30 September 2029, the Product Profit Amount for such fiscal year (each, an “Annual Product Profit Amount”) and the resulting Earnout Amount for such fiscal year (each, an “Annual Earnout Amount”) shall be calculated in good faith by the BM Committee. The BM Committee shall deliver to each Party a consolidated balance sheet and the related statements of income and cash flow of the Company and a statement setting forth in reasonable detail the Annual Product Profit Amount and resulting Annual Earnout Amount for the preceding fiscal year (an “Earnout Calculation”) by 1 April following each such year. In the event that either Purchaser or Seller disagrees with the Earnout Calculation, such Party shall deliver written notice to the BM Committee within twenty (20) Business Days of the date on which the BM Committee delivers its Earnout Calculation (each such period, a “Dispute Period”) specifying in reasonable detail its specific objections against items (any item so objected to, a “Disputed Item”) of the Earnout Calculation. For a period of ten (10) Business Days after the Dispute Period, the BM Committee and Purchaser and/or Seller shall work together in good faith to consider the Disputed Items and any resulting adjustments to the Annual Product Profit Amount and Annual Earnout Amount; provided, however, that at the end of such ten (10) Business Day period, the final decision of the BM Committee with respect to such Disputed Items, the resulting Annual Product Profit Amount for such fiscal year and the resulting Annual Earnout Amount for such fiscal year shall be final.
