Common use of Closing Statement Dispute Resolution Clause in Contracts

Closing Statement Dispute Resolution. (i) During the 30 days following the date upon which Buyer receives a Dispute Notice, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. If at the end of such 30 day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. In the absence of any such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party to a nationally recognized independent accounting firm agreed by the Parties in writing (the “Accountant”) for review and resolution. (ii) Not more than 15 days after the Parties have agreed upon the Accountant, each Party shall submit to the Accountant any supporting materials and calculations with regard to any amounts in dispute in the Closing Statement. The Accountant shall render a decision resolving the matters within 30 days thereafter, unless the Parties reach prior agreement and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement and any disputed amounts set forth therein and shall issue a Final Closing Statement reflecting such decisions. (iii) The decision of the Accountant shall be final and binding on the Parties. The fees and expenses of the Accountant shall be borne equally by Buyer and Seller. The fees and disbursements of Seller’s independent advisors incurred in connection with the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyer. (iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by Buyer or, if different, the Closing Statement agreed by Buyer and Seller or issued by the Accountant.

Closing Statement Dispute Resolution. If Buyer and the Sellers’ Representative are unable to reach such agreement during the thirty (30) days following the Sellers’ Representative’s delivery of the Notice of Disagreement pursuant to Section 2.5(b), then such disputes shall be referred to PricewaterhouseCoopers or another firm of independent accountants of internationally recognized standing reasonably satisfactory to Buyer and the Sellers’ Representative (the “Accountant”). The Sellers’ Representative and Buyer shall each enter into a customary engagement letter with the Accountant. The Sellers’ Representative and Buyer shall furnish the Accountant with a statement setting forth the items from the Notice of Disagreement which are still in dispute (the “Accountant Dispute Notice”) and the position, including the specific amount proposed, of each of the Sellers’ Representative and Buyer with respect to each such disputed item. In resolving such dispute, the Accountant shall (i) During consider only those items or amounts in the 30 Closing Statement as to which the Sellers’ Representative has disagreed in the Notice of Disagreement, (ii) act as an arbitrator and not as an expert and (iii) make a final determination based solely on written materials submitted by Buyer and the Sellers’ Representative in accordance with this Agreement (i.e., not on the basis of an independent review). The Accountant shall be instructed by Buyer and the Sellers’ Representative to use its commercially reasonable efforts to deliver to Buyer and the Sellers’ Representative, as promptly as practicable, in any event no more than forty-five (45) days following after referral, a report setting forth its determination of the date upon appropriate amount of each of the line items in the Closing Statement as to which Buyer receives a there is disagreement as specified in the Accountant Dispute Notice, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in including a description of the Dispute Notice. If at the end of basis for such 30 day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Noticedetermination. In the absence of any fraud, bad faith or manifest error, such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party to a nationally recognized independent accounting firm agreed by the Parties in writing (the “Accountant”) for review and resolution. (ii) Not more than 15 days after the Parties have agreed upon the Accountant, each Party shall submit to the Accountant any supporting materials and calculations with regard to any amounts in dispute in the Closing Statement. The Accountant shall render a decision resolving the matters within 30 days thereafter, unless the Parties reach prior agreement and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement and any disputed amounts set forth therein and shall issue a Final Closing Statement reflecting such decisions. (iii) The decision of the Accountant report shall be final and binding on upon the Partiesparties. With respect to each disputed line item, such determination, if not in accordance with the position of either the Sellers’ Representative or Buyer, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Sellers’ Representative and Buyer in the Accountant Dispute Notice with respect to such disputed line item. For the avoidance of doubt, the Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Accountant Dispute Notice that are in dispute. The Sellers’ Representative and Buyer shall, and shall cause their respective Representatives to, cooperate and assist in such review conducted by the Accountant, including making available books, records and personnel. Neither Buyer, the Sellers’ Representative, Sellers, the Company nor any of their respective Representatives shall engage in any ex parte communications with the Accountant. The fees and expenses of the Accountant shall be borne equally paid by Buyer the Sellers’ Representative on behalf of the Sellers, on the one hand, and Seller. The fees and disbursements of Seller’s independent advisors incurred in connection with the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyer. (iv) As used in this Agreement, on the term “Final Closing Statement” shall mean other hand, based upon the Closing Statement issued by Buyer orpercentage that the amount actually contested but not awarded to the Sellers or Buyer, if differentrespectively, bears to the Closing Statement agreed by Buyer and Seller or issued aggregate amount actually contested by the AccountantSellers’ Representative and Buyer.

Closing Statement Dispute Resolution. (i) During the 30 days thirty (30) day period immediately following the date upon which Shareholder Representative’s receipt of any Notice of Objection, Buyer receives a Dispute Notice, Seller and Buyer shall attempt the Shareholder Representative will negotiate in good faith to resolve all disputed items. If Buyer and the Shareholder Representative are unable to resolve all of such disputes within thirty (30) days of Shareholder Representative’s receipt of the Notice of Objection, the items in writing any differences that they dispute may have be referred by either such party for determination as promptly as practicable to an independent accounting firm mutually agreed upon by Buyer and the Shareholder Representative (the “Independent Accounting Firm”), which shall be jointly engaged by Buyer and the Shareholder Representative pursuant to an engagement letter in customary form which each of Buyer and the Shareholder Representative will execute. The parties will direct the Independent Accounting Firm to prescribe procedures for resolving the disputed items and to make a written determination, with respect to all matters specified in such disputed items only, whether and to what extent, if any, the Dispute Noticeaccompanying calculations of the Working Capital and Net Cash on Hand require adjustment based on the terms and conditions of this Agreement (the “Determination”). If at the end of such 30 day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement The Determination will be based solely on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have presentations with respect to all matters specified such disputed items by Buyer and the Shareholder Representative to the Independent Accounting Firm and not on the Independent Accounting Firm’s independent review; provided, that such presentations will be deemed to include any written reports, work papers, records, accounts or similar materials delivered to the Independent Accounting Firm by Buyer or the Shareholder Representative in connection with such presentations and any materials delivered to the Dispute NoticeIndependent Accounting Firm in response to requests by the Independent Accounting Firm. In the absence of any such extension fraud or upon the termination of any such extension without any additional extensionsmanifest error, the matters that remain in dispute may Determination will be submitted conclusive and binding upon Buyer, the Shareholder Representative and the Shareholders. The parties agree that, if the Independent Accounting Firm assigns to any item a value greater than the greatest value for such item claimed by either Party to a nationally recognized independent accounting firm agreed by Buyer or the Parties in writing Shareholder Representative (the “AccountantUpper Limit”) or less than the smallest value for review and resolution. such item claimed by Buyer or the Shareholder Representative (ii) Not more than 15 days after the Parties have agreed upon “Lower Limit”), the Accountant, each Party Determination for such item shall submit be adjusted to the Accountant any supporting materials Upper Limit or the Lower Limit, as applicable. If the value assigned by the Independent Accounting Firm to the Working Capital and calculations with regard Net Cash on Hand, taken together, is less than ninety-five percent (95%) of the value assigned to any amounts in dispute such items by Shareholder Representative in the Closing Statement. The Accountant shall render a decision resolving Balance Sheet, then the matters within 30 days thereafter, unless the Parties reach prior agreement expenses and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement and any disputed amounts set forth therein and shall issue a Final Closing Statement reflecting such decisions. (iii) The decision fees of the Accountant Independent Accounting Firm shall be final and binding on offset against the Parties. The fees and expenses aggregate principal amount of the Accountant shall be borne equally by Buyer Subordinated Purchase Note, otherwise such expenses and Seller. The fees and disbursements of Seller’s independent advisors incurred in connection with the Closing Statement shall will be borne by Seller and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyer. (iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by Buyer or, if different, the Closing Statement agreed by Buyer and Seller or issued by the Accountant.

Closing Statement Dispute Resolution. (i) During the 30 days following the date upon which the Buyer receives a Dispute Notice, the Seller and the Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. If at the end of such 30 day period (or earlier by mutual agreement) the Buyer and the Seller have not reached agreement on all such matters, then the Buyer and the Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. In the absence of any such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party party to a nationally recognized independent accounting firm agreed by the Parties parties in writing (the “AccountantAccounting Arbitrator”) for review and resolution. (ii) Not more than 15 days after the Parties parties have agreed upon the AccountantAccounting Arbitrator, each Party party shall submit to the Accountant Accounting Arbitrator any supporting materials and calculations with regard to any amounts in dispute in the Closing Statement. The Accountant Accounting Arbitrator shall render a decision resolving the matters within 30 days thereafter, unless the Parties parties reach prior agreement and withdraw the dispute from the AccountantAccounting Arbitrator. The Accounting Arbitrator shall address only those matters in dispute and, as to each particular matter in dispute, shall reach a result no more favorable to the Buyer than as proposed by the Buyer, and no more favorable to the Seller than as proposed by the Seller. At the time the Accountant Accounting Arbitrator renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement and any disputed amounts set forth therein and shall issue a Final Closing Statement reflecting such decisions. (iii) The decision of the Accountant Accounting Arbitrator shall be final and binding on the Partiesparties. The fees and expenses of the Accountant Accounting Arbitrator shall be borne equally by the Buyer and the Seller. The fees and disbursements of the Seller’s independent advisors incurred in connection with the Closing Statement shall be borne by the Seller and the fees and disbursements of the Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by the Buyer. (iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by the Buyer to the Seller or, if differentdisputed by the Seller pursuant to Section 1.2(d), the Closing Statement agreed to by the Buyer and the Seller or or, in the absence of such agreement, issued by the AccountantAccounting Arbitrator.

Closing Statement Dispute Resolution. (i) During the 30 fifteen (15) days immediately following the date upon which Buyer receives a Dispute Noticedelivery of any Notice of Objection, Seller the Surviving Corporation and Buyer the Stockholders’ Representative shall attempt seek in good faith to resolve in writing any differences that which they may have with respect to all matters any matter specified in the Dispute Noticesuch Notice of Objection. If at the end of During such 30 day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. In the absence of any such extension or upon the termination of any such extension without any additional extensionsperiod, the matters that remain in dispute may be submitted by either Party to a nationally recognized independent accounting firm agreed by Surviving Corporation and the Parties in writing (the “Accountant”) for review and resolution. (ii) Not more than 15 days after the Parties Stockholders’ Representative shall each have agreed upon the Accountant, each Party shall submit access to the Accountant any supporting other party’s working papers, trial balances and similar materials and calculations prepared in connection with regard to any amounts in dispute in the Closing Statement. The Accountant shall render a decision resolving other party’s preparation of the matters within 30 days thereafter, unless the Parties reach prior agreement and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Proposed Closing Statement and any disputed amounts the Notice of Objection, as the case may be. The matters set forth therein and shall issue a Final Closing Statement reflecting in any such decisions. (iii) The decision of the Accountant written resolution shall be final and binding on the Partiesparties hereto on the date of such written resolution. At the end of the fifteen day period referred to in this Section 2.7.2, 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, Ernst & Young, LLP, or such other accounting firm of national reputation as shall be mutually acceptable to the Surviving Corporation and Stockholders’ Representative (the “Independent Accountants”). The fees Independent Accountants shall determine and expenses report in writing to the Surviving Corporation and Stockholders’ Representative as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Proposed Closing Statement 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 Surviving Corporation, the Participating Stockholders, Stockholders’ Representative and their respective Affiliates. The statement setting forth such final and binding determination as of the Accountant shall be borne equally by Buyer and SellerClosing Date is hereinafter referred to as the “Final Closing Statement”. The fees and disbursements of Seller’s independent advisors incurred in connection with the Closing Statement Independent Accountants shall be borne by Seller and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyer. (iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by Buyer or, if different, the Closing Statement agreed by Buyer and Seller or issued payable one-half by the AccountantSurviving Corporation, on the one hand, and one-half by reducing the amount of the WC Escrow Funds, on the other hand.

Closing Statement Dispute Resolution. (i) During the 30 days following the date upon which Buyer receives a Dispute Notice, A. If Purchaser and Seller and Buyer shall attempt in good faith are unable to resolve or stipulate to all of such disputes relating to the Revised Closing Statement within the thirty (30)-day period referenced in writing any differences that they may have Section 2.4(c)(iii), the matters with respect to all matters specified in which no resolution or stipulation can be reached (the Dispute Notice. If at the end of such 30 day period (or earlier by mutual agreement“Disputed Items”) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. In the absence of any such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party party for determination as promptly as practicable to a the Independent Accounting Firm, which will be jointly engaged by Purchaser, on the one hand, and the Seller, on the other hand, pursuant to an engagement letter in customary form which each of Purchaser and the Seller will execute; provided, however, that if the Independent Accounting Firm is unwilling or unable to so serve (the date of such unwillingness to serve, the “Decline Date”), Purchaser and Seller shall mutually agree on another nationally recognized independent accounting or financial services firm agreed by the Parties in writing within five (the “Accountant”5) for review and resolution. (ii) Not more than 15 days after the Parties have agreed upon Decline Date. B. Purchaser and Seller shall instruct the Accountant, Independent Accounting Firm that a written determination (which shall contain the underlying reasoning) of the Independent Accounting Firm with respect to such Disputed Items and the accuracy of the Revised Closing Statement as a result of the resolution of such Disputed Items shall be completed and distributed to Purchaser and Seller within thirty (30) days after the engagement of the Independent Accounting Firm. The Independent Accounting Firm shall only resolve each Party shall submit Disputed Item by making an adjustment to the Accountant any supporting materials and calculations with regard to any amounts in dispute Revised Closing Statement that is within the range for such Disputed Item defined by the amount of such Disputed Item in the Revised Closing StatementStatement delivered by Purchaser pursuant to Section 2.4(c)(i) and the amount of such Disputed Item included in Seller’s Notice of Objection. The Accountant resolution and determination of the Disputed Items by the Independent Accounting Firm shall render a decision resolving be based solely on the matters within 30 days thereafterprovisions of this Agreement and on written submissions and presentations by Purchaser and Seller (or their respective Representatives), unless including any written reports, work papers, records, accounts or similar materials delivered to the Parties reach prior agreement and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement Independent Accounting Firm by Purchaser or Seller in connection with such submissions or presentations and any disputed amounts set forth therein materials delivered to the Independent Accounting Firm in response to requests by the Independent Accounting Firm, and shall issue a Final Closing Statement reflecting not on independent review by the Independent Accounting Firm, and, in the absence of fraud or manifest error, such decisions. (iii) The decision of resolution by the Accountant Independent Accounting Firm shall be final conclusive, final, and binding on the Parties. The fees and expenses of the Accountant shall be borne equally by Buyer and Seller. The fees and disbursements of Seller’s independent advisors incurred all Parties in connection with the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyerall respects. (iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by Buyer or, if different, the Closing Statement agreed by Buyer and Seller or issued by the Accountant.

Closing Statement Dispute Resolution. If Buyer REIT and Seller Holdings are unable to reach such agreement during the thirty (30) days following Seller Holdings’ delivery of the Notice of Disagreement pursuant to Section 2.5b), then such disputes shall be referred to PricewaterhouseCoopers or another firm of independent accountants of internationally recognized standing reasonably satisfactory to Buyer REIT and Seller Holdings (the “Accountant”). Buyer REIT and Seller Holdings shall each enter into a customary engagement letter with the Accountant. Buyer REIT and Seller Holdings shall furnish the Accountant with a statement setting forth the items from the Notice of Disagreement which are still in dispute (the “Accountant Dispute Notice”) and the position, including the specific amount proposed, of each of Buyer REIT and Seller Holdings with respect to each such disputed item. In resolving such dispute, the Accountant shall (i) During consider only those items or amounts in the 30 Closing Statement as to which Seller Holdings has disagreed in the Notice of Disagreement, (ii) act as an arbitrator and not as an expert (provided that the determination of the Accountant shall be fully enforceable by a court of competent jurisdiction in accordance with the terms of this Agreement) and (iii) make a final determination based solely on written materials submitted by Buyer REIT and Seller Holdings in accordance with this Agreement (i.e., not on the basis of an independent review). The Accountant shall be instructed by Buyer REIT and Seller Holdings to use its commercially reasonable efforts to deliver to Buyer REIT and Seller Holdings, as promptly as practicable, in any event no more than forty-five (45) days following after referral, a report setting forth its determination of the date upon appropriate amount of each of the line items in the Closing Statement as to which Buyer receives a there is disagreement as specified in the Accountant Dispute Notice, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in including a description of the Dispute Notice. If at the end of basis for such 30 day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Noticedetermination. In the absence of any fraud, bad faith or manifest error, such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party to a nationally recognized independent accounting firm agreed by the Parties in writing (the “Accountant”) for review and resolution. (ii) Not more than 15 days after the Parties have agreed upon the Accountant, each Party shall submit to the Accountant any supporting materials and calculations with regard to any amounts in dispute in the Closing Statement. The Accountant shall render a decision resolving the matters within 30 days thereafter, unless the Parties reach prior agreement and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement and any disputed amounts set forth therein and shall issue a Final Closing Statement reflecting such decisions. (iii) The decision of the Accountant report shall be final and binding on upon the Partiesparties. With respect to each disputed line item, such determination, if not in accordance with the position of either Buyer REIT or Seller Holdings, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Buyer REIT and Seller Holdings in the Accountant Dispute Notice with respect to such disputed line item. For the avoidance of doubt, the Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Accountant Dispute Notice that are in dispute. Buyer REIT and Seller Holdings shall, and shall cause their respective Representatives to, cooperate and assist in such review conducted by the Accountant, including making available books, records and personnel. Neither the Buyers, the Sellers, the Company Entities nor any of their respective Representatives shall engage in any ex parte communications with the Accountant. The fees and expenses of the Accountant shall be borne equally paid by the Sellers, on the one hand, and by the Buyers, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Sellers or the Buyers, respectively, bears to the aggregate amount actually contested by Buyer and Seller. The fees and disbursements of Seller’s independent advisors incurred in connection with the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyer. (iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by Buyer or, if different, the Closing Statement agreed by Buyer REIT and Seller or issued by the AccountantHoldings.

Closing Statement Dispute Resolution. (i) During the 30 thirty (30) days following the date upon which Buyer receives a Dispute Notice, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. If at the end of such 30 thirty (30) day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. In the absence of any such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party to a nationally recognized independent accounting firm agreed by the Parties in writing (the “Accountant”) for review and resolution. (ii) Not more than 15 fifteen (15) days after the Parties have agreed upon the Accountant, each Party shall submit to the Accountant any supporting materials and calculations with regard to any amounts in dispute in the Closing Statement. The Accountant shall render a decision resolving the matters within 30 thirty (30) days thereafter, unless the Parties reach prior agreement and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement and any disputed amounts set forth therein and shall issue a Final Closing Statement reflecting such decisions. (iii) The decision of the Accountant shall be final and binding on the Parties. The fees and expenses of the Accountant shall be borne equally by Buyer and Seller. The fees and disbursements of Seller’s independent advisors incurred in connection with the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyer. (iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by Buyer or, if different, the Closing Statement agreed by Buyer and Seller or issued by as in effect on the AccountantFinal Settlement Date.

Closing Statement Dispute Resolution. If Buyer and the Seller Representative are unable to reach such agreement during the sixty (60) days following the Seller Representative’s delivery of the Notice of Disagreement pursuant to Section 2.6(b), then such disputes shall be referred to Exxxx & Young LLP or another firm of independent accountants of internationally recognized standing reasonably satisfactory to Buyer and the Seller Representative (the “Accountant”). The Seller Representative and Buyer shall each enter into a customary engagement letter with the Accountant. The Seller Representative and Buyer shall furnish the Accountant with a statement setting forth the items from the Notice of Disagreement which are still in dispute (the “Accountant Dispute Notice”) and the position, including the specific amount proposed, of each of the Seller Representative and Buyer with respect to each such disputed item. In resolving such dispute, the Accountant shall (i) During consider only those items or amounts in the 30 days following Closing Statement as to which the Seller Representative has disagreed in the Notice of Disagreement, (ii) act as an arbitrator and not as an expert, (iii) apply GAAP based on information known or knowable as of the Closing Date and (iv) base its determination solely on the written submissions made by Buyer and Seller Representative in the Accountant Dispute Notice (and not independent review) and the terms and provisions of this Agreement and the schedules hereto. From the date upon of its appointment until the delivery to Buyer and the Seller Representative of its decision, the Accountant shall not engage in any ex parte communication with the Company, Buyer, the Seller Representative or any of their respective Affiliates or representatives (other than in the ordinary course of business and unrelated to this Agreement and the Transactions). The Accountant shall be instructed by Bxxxx and the Sellers to use its commercially reasonable efforts to deliver to Buyer and the Seller Representative, as promptly as practicable, in any event no more than forty-five (45) days after referral, a report setting forth its determination of the appropriate amount of each of the line items in the Closing Statement as to which Buyer receives a Dispute Notice, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters there is disagreement as specified in the Dispute Notice. If at the end of such 30 day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Accountant Dispute Notice. In the absence of any fraud, bad faith or manifest error, such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party to a nationally recognized independent accounting firm agreed by the Parties in writing (the “Accountant”) for review and resolution. (ii) Not more than 15 days after the Parties have agreed upon the Accountant, each Party shall submit to the Accountant any supporting materials and calculations with regard to any amounts in dispute in the Closing Statement. The Accountant shall render a decision resolving the matters within 30 days thereafter, unless the Parties reach prior agreement and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement and any disputed amounts set forth therein and shall issue a Final Closing Statement reflecting such decisions. (iii) The decision of the Accountant report shall be final and binding on upon the Partiesparties with respect to each such disputed line item. With respect to each disputed line item, such determination, if not in accordance with the position of either the Seller Representative or Buyer, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Seller Representative and Buyer in the Accountant Dispute Notice with respect to such disputed line item. For the avoidance of doubt, the Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Accountant Dispute Notice that are in dispute. The Seller Representative and Buyer shall, and shall cause their respective Representatives to, cooperate and assist in such review conducted by the Accountant, including making available books, records and personnel. The fees and expenses of the Accountant shall be borne equally paid by Buyer the Seller Representative, on the one hand, and Seller. The fees by Bxxxx, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller Representative or Buyer, respectively, bears to the aggregate amount actually contested by the Seller Representative and disbursements of Seller’s independent advisors incurred in connection with the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyer. (iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by Buyer or, if different, the Closing Statement agreed by Buyer and Seller or issued by the Accountant.

Closing Statement Dispute Resolution. (i) During the 30 days following the date upon which Buyer Seller receives a Dispute Notice, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. If at the end of such 30 30-day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. In the absence of any such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party to Deloitte & Touche LLP (or, if Deloitte & Touche LLP is not willing or able to serve in such capacity, a nationally recognized independent accounting firm agreed to by the Parties in writing writing) (the “Accountant”) for review and resolution. (ii) Not more than 15 days after either Party has submitted such remaining disputed matters to the Parties have agreed upon the AccountantAccountant for resolution, each Party shall submit to the Accountant any supporting materials and calculations with regard to any amounts in dispute in the Closing Statement. The Accountant shall render a decision resolving the matters within 30 days thereafter, unless the Parties reach prior agreement and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement and any disputed amounts set forth therein and shall issue a Final Closing Statement reflecting such decisions. (iii) The decision of the Accountant shall be final and binding on the Parties. The fees and expenses of the Accountant shall be borne equally by Buyer and Seller. The fees and disbursements of Seller’s independent advisors incurred in connection with the Closing Statement shall be borne by Seller Seller, and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyer. (iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by Buyer Seller or, if different, the Closing Statement agreed to by Buyer and Seller or issued by the Accountant.